<PAGE>
                                                                     Exhibit 4.1
--------------------------------------------------------------------------------
                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT


                           DATED AS OF JANUARY 9, 2002


                                      AMONG


                             ROBBINS & MYERS, INC.,


                            THE LENDERS NAMED HEREIN,


                                  BANK ONE, NA,
                           AS ADMINISTRATIVE AGENT AND
                                  ISSUING BANK,


                         HARRIS TRUST AND SAVINGS BANK,
                            AS CO-SYNDICATION AGENT,


                               NATIONAL CITY BANK,
                            AS CO-SYNDICATION AGENT,


                               WACHOVIA BANK, N.A.
                            AS CO-SYNDICATION AGENT,

                                       AND

                              BANK OF NOVA SCOTIA,
                     AS DOCUMENTATION AGENT AND ISSUING BANK

------------------------------------------------------------------------------

                         BANC ONE CAPITAL MARKETS, INC.,
                    SOLE LEAD ARRANGER AND SOLE BOOK MANAGER


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE


<S>                                                                                                    <C>
ARTICLE I          DEFINITIONS..............................................................................1

   SECTION 1.01.   Defined Terms............................................................................1
   SECTION 1.02.   Terms Generally.........................................................................24
   SECTION 1.03.   Types of Borrowings.....................................................................24

ARTICLE II         THE CREDITS.............................................................................25

   SECTION 2.01.   Revolving Credit Facility...............................................................25
   SECTION 2.02.   Commitment to Make Loans................................................................25
   SECTION 2.03.   Loans...................................................................................25
   SECTION 2.04.   Notice of Borrowings....................................................................28
   SECTION 2.05.   Noteless Agreement; Repayment of Loans..................................................29
   SECTION 2.06.   Fees....................................................................................30
   SECTION 2.07.   Interest on Loans.......................................................................31
   SECTION 2.08.   Default Interest........................................................................32
   SECTION 2.09.   Alternate Rate of Interest..............................................................32
   SECTION 2.10.   Termination and Reduction of Commitments; Increase of Commitments.......................33
   SECTION 2.11.   Conversion and Continuation Options.....................................................34
   SECTION 2.12.   Mandatory Repayments and Prepayments....................................................36
   SECTION 2.13.   Optional Prepayments....................................................................37
   SECTION 2.14.   Reserve Requirements; Change in Circumstances...........................................38
   SECTION 2.15.   Change in Legality......................................................................39
   SECTION 2.16.   Indemnity...............................................................................40
   SECTION 2.17.   Pro Rata Treatment......................................................................41
   SECTION 2.18.   Sharing of Setoffs......................................................................41
   SECTION 2.19.   Payments................................................................................42
   SECTION 2.20.   Taxes...................................................................................43
   SECTION 2.21.   Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.................46
   SECTION 2.22.   Swingline Loans.........................................................................47
   SECTION 2.23.   Letters of Credit.......................................................................48
   SECTION 2.24.   Existing Letters of Credit..............................................................54
   SECTION 2.25.   Extension of Revolving Credit Maturity Date.............................................54

ARTICLE III        REPRESENTATIONS AND WARRANTIES..........................................................54

   SECTION 3.01.   Organization, Powers....................................................................54
   SECTION 3.02.   Authorization...........................................................................54
   SECTION 3.03.   Enforceability..........................................................................55
   SECTION 3.04.   Consents and Governmental Approvals.....................................................55
   SECTION 3.05.   Financial Statements, Undisclosed Liabilities...........................................55
   SECTION 3.06.   No Material Adverse Change..............................................................56
</TABLE>

                                       i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                                                    <C>
   SECTION 3.07.   Title to Properties, Possession Under Leases............................................56
   SECTION 3.08.   Subsidiaries............................................................................56
   SECTION 3.09.   Litigation; Compliance with Laws........................................................56
   SECTION 3.10.   Agreements..............................................................................57
   SECTION 3.11.   Federal Reserve Regulations.............................................................57
   SECTION 3.12.   Investment Company Act; Public Utility Holding Company Act..............................57
   SECTION 3.13.   Use of Proceeds.........................................................................58
   SECTION 3.14.   Tax Returns.............................................................................58
   SECTION 3.15.   No Material Misstatements...............................................................58
   SECTION 3.16.   Employee Benefit Plans..................................................................58
   SECTION 3.17.   Environmental and Safety Matters........................................................59
   SECTION 3.18.   Security Interests......................................................................59
   SECTION 3.19.   Solvency................................................................................60
   SECTION 3.20.   Transactions with Affiliates and Shareholders...........................................60
   SECTION 3.21.   Insurance...............................................................................61
   SECTION 3.22.   Labor Matters...........................................................................61
   SECTION 3.23.   Covenants Contained in the Original Credit Agreement......................................

ARTICLE IV         CONDITIONS OF LENDING...................................................................62

   SECTION 4.01.   Conditions Precedent to the Effective Date..............................................62
   SECTION 4.02.   All Credit Events.......................................................................65

ARTICLE V          AFFIRMATIVE COVENANTS...................................................................65

   SECTION 5.01.   Existence, Businesses and Properties....................................................65
   SECTION 5.02.   Insurance...............................................................................66
   SECTION 5.03.   Obligations and Taxes...................................................................67
   SECTION 5.04.   Financial Statements, Reports, etc......................................................67
   SECTION 5.05.   Other Information.......................................................................69
   SECTION 5.06.   ERISA...................................................................................70
   SECTION 5.07.   Maintaining Records, Access to Properties and Inspections...............................70
   SECTION 5.08.   Use of Proceeds.........................................................................71
   SECTION 5.09.   Interest Rate Protection Agreements.....................................................71
   SECTION 5.10.   Fiscal Year.............................................................................71
   SECTION 5.11.   Compliance with Environmental Laws; Preparation o Environmental Reports.................71
   SECTION 5.12.   Subsidiaries............................................................................72
   SECTION 5.13.   Further Assurances......................................................................72
   SECTION 5.14.   Foreign Subsidiaries....................................................................72

ARTICLE VI         NEGATIVE COVENANTS......................................................................73

   SECTION 6.01.   Indebtedness............................................................................73
</TABLE>


                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                                                    <C>
   SECTION 6.02.   Negative Pledge.........................................................................75
   SECTION 6.03.   Certain Amendments......................................................................77
   SECTION 6.04.   Investments, Loans and Advances.........................................................77
   SECTION 6.05.   Mergers, Consolidations, Dispositions and Acquisitions..................................79
   SECTION 6.06.   Dividends, Distributions and Other Restricted Payments..................................80
   SECTION 6.07.   Impairment of Security Interests........................................................82
   SECTION 6.08.   Limitation on Restrictions on Subsidiary Dividends, etc.................................82
   SECTION 6.09.   No Other Negative Pledges...............................................................82
   SECTION 6.10.   Transactions with Affiliates and Shareholders...........................................82
   SECTION 6.11.   Business of Borrower and Subsidiaries...................................................83
   SECTION 6.12.   Capital Expenditures....................................................................83
   SECTION 6.13.   Financial Covenants.....................................................................83

ARTICLE VII        EVENTS OF DEFAULT.......................................................................84


ARTICLE VIII       THE ADMINISTRATIVE AGENT AND ISSUING BANK...............................................87

   SECTION 8.01.   Appointment and Authorization...........................................................87
   SECTION 8.02.   Liability of the Administrative Agent...................................................88
   SECTION 8.03.   Action by the Administrative Agent......................................................89
   SECTION 8.04.   Successor Administrative Agent..........................................................89
   SECTION 8.05.   Administrative Agent and Affiliate......................................................89
   SECTION 8.06.   Indemnification.........................................................................89
   SECTION 8.07.   Credit Decision.........................................................................90
   SECTION 8.08.   Collateral Agency Agreement.............................................................90
   SECTION 8.09.   Replacement of Administrative Agent.....................................................90
   SECTION 8.10.   Documentation Agents, Syndication Agent, etc............................................90
   SECTION 8.11.   90

ARTICLE IX         MISCELLANEOUS...........................................................................91

   SECTION 9.01.   Notices.................................................................................91
   SECTION 9.02.   Survival of Agreement...................................................................91
   SECTION 9.03.   Binding Effect..........................................................................92
   SECTION 9.04.   Successors and Assigns..................................................................92
   SECTION 9.05.   Expenses: Indemnity.....................................................................94
   SECTION 9.06.   Right of Setoff.........................................................................97
   SECTION 9.07.   Applicable Law..........................................................................97
   SECTION 9.08.   Waivers; Amendment......................................................................97
   SECTION 9.09.   Interest Rate Limitation................................................................98
   SECTION 9.10.   Entire Agreement........................................................................99
   SECTION 9.11.   Severability............................................................................99
   SECTION 9.12.   Counterparts............................................................................99
</TABLE>



                                      iii
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<S>                                                                                                    <C>
   SECTION 9.13.   Headings................................................................................99
   SECTION 9.14.   Remedies................................................................................99
   SECTION 9.15.   Jurisdiction, Consent to Service of Process; Waiver of Jury Trial......................100
   SECTION 9.16.   Legend.................................................................................101
   SECTION 9.17.   Judgment Currency......................................................................101
</TABLE>

                                       iv

<PAGE>

SCHEDULES

Schedule 1.01              Subsidiaries
Schedule 1.02              Existing Letters of Credit
Schedule 2.02(a)           Revolving Credit Commitment
Schedule 3.05(b)           Liabilities
Schedule 3.08              Subsidiaries
Schedule 3.09              Litigation; Compliance with Laws
Schedule 3.10              Material Contracts
Schedule 3.16              Employee Benefit Plans
Schedule 3.17              Environmental Matters
Schedule 3.18              Filings
Schedule 3.20              Transactions with Affiliates and Shareholders
Schedule 3.22              Labor Matters
Schedule 5.14              Post Closing Matters
Schedule 6.01              Indebtedness
Schedule 6.02              Liens
Schedule 6.04              Investments

EXHIBITS

Exhibit A-1                Form of Revolving Credit Note
Exhibit A-2                Form of Swingline Note
Exhibit B-1                Form of Borrower's Consent and Agreement
Exhibit B-2                Form of Subsidiaries' Consent and Agreement
Exhibit C                  Form of Intercompany Note
Exhibit D                  Form of Assignment and Acceptance
Exhibit E                  Form of Opinion of Counsel
Exhibit F                  Form of Compliance Certificate
Exhibit G                  Form of Supplemental Agreement
Exhibit H-1                Form of Notice of Borrowing/Conversion
Exhibit H-2                Form of Notice of Foreign Currency Loan Borrowing
Exhibit I                  Form of Subordinated Note


                                       v
<PAGE>


         SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 9,
2002, among ROBBINS & MYERS, INC., an Ohio corporation, the Lenders (as defined
in this Amended Agreement), and BANK ONE, NA, a national banking association
having its principal office in Chicago, Illinois, as Administrative Agent an
Issuing Bank.

                                    RECITALS
                                    --------

         The Borrower (such term, and all other capitalized terms in this
paragraph, being used as defined in this Amended Agreement below) requested the
Lenders to extend or continue, and the Lenders extended or continued on the
Closing Date, credit to the Borrower in an aggregate principal Dollar Amount of
up to $200,000,000 pursuant to the terms and conditions of the Existing Credit
Agreement. The Borrower has requested that the Lenders make certain amendments
and modifications to the Existing Credit Agreement. The Lenders are willing to
make such amendments and modifications to the Existing Credit Agreement upon the
terms and subject to the conditions set forth herein. Accordingly, the parties
hereto agree that, on the Effective Date, this Amended Agreement will become
effective and the Existing Credit Agreement will be amended and restated in its
entirety to read as follows:

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. DEFINED TERMS. As used in this Amended Agreement, the
following terms shall have the meanings specified below:

         "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

         "ABR LOAN" shall mean any ABR Revolving Loan or any Swingline Loan.

         "ABR REVOLVING LOAN" shall mean any Revolving Loan and any Swingline
Loan bearing interest at a rate determined by reference to the Alternate Base
Rate in accordance with the provisions of Article II.

         "ACQUIRED ENTITY" shall have the meaning set forth in Section 6.04(g).

         The term "ADDITIONAL AMOUNTS" shall have the meaning assigned to that
term in Section 2.20(a).

         "ADJUSTED LIBO RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
in effect for that Interest Period and (b) Statutory Reserves.

         "ADMINISTRATIVE AGENT" shall mean Bank One, in its capacity as
administrative agent for the Lenders under this Amended Agreement, and its
successors in that capacity.


<PAGE>

         "ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to each Lender,
the administrative questionnaire in the form submitted to that Lender by the
Administrative Agent and returned to the Administrative Agent duly completed by
the applicable Lender.

         "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

         "AGGREGATE COMMITMENT" shall mean the aggregate of the Revolving Credit
Commitments of all the Lenders, as reduced or increased from time to time
pursuant to the terms hereof. The initial Aggregate Commitment is $180,000,000.

         "AGGREGATE OUTSTANDING CREDIT EXPOSURE" shall mean, at any time, the
sum of the Dollar Amount of all then outstanding Revolving Loans and Swingline
Loans plus the Dollar Amount of all then outstanding Letter of Credit Exposure.

         "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Federal Funds Effective Rate in effect on such day plus 0.50% and (b)
the Prime Rate in effect on such day. If the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of this Amended Agreement,
the Alternate Base Rate shall be determined without regard to clause (a) of the
first sentence of this definition until the circumstances giving rise to that
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of the applicable change in the Prime Rate or the Federal Funds
Effective Rate, respectively, without notice to the Borrower.

         "AMENDED AGREEMENT" shall mean this Second Amended and Restated Credit
Agreement, as amended, modified, extended, restated or supplemented from time to
time.

         "APPLICABLE FACILITY FEE RATE" shall mean the percentage rate per annum
set forth on the Pricing Schedule.

         "APPLICABLE LAWS" shall have the meaning assigned to such term in
Section 3.09(b).

         "APPLICABLE LC FEE RATE" shall mean the percentage rate per annum set
forth on the Pricing Schedule.

         "APPLICABLE MARGIN" shall mean, with respect to any Borrowing at any
time, the percentage rate per annum which is applicable at such time with
respect to Borrowings of such Type as set forth in the Pricing Schedule.

         "APPLICABLE PERCENTAGE" of any Lender shall mean a fraction (expressed
as a percentage) the numerator of which is such Lender's Revolving Credit
Commitment (or, after the Revolving Credit Commitments have been terminated,
such Lender's share of the Aggregate Outstanding Credit Exposure) and the
denominator of which is the aggregate of all Revolving Credit



                                      -2-
<PAGE>

Commitments (or, after the Revolving Credit Commitments have been terminated,
the Aggregate Outstanding Exposure).

         "APPROVED FUND" shall mean any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.

         "ASSET SALE" shall mean any sale, lease, transfer, assignment,
condemnation, taking or other disposition or series of related sales, leases,
transfers, assignments or dispositions (including dispositions in the nature of
casualties, to the extent covered by insurance) of any businesses, business
units, assets (including licenses, trademarks and other intangibles and the
Capital Stock of any Subsidiary) or other properties of the Borrower or any
Subsidiary (each referred to for the purposes of this definition as a
"disposition") by the Borrower or any of its Subsidiaries (including any
disposition by means of a merger, consolidation or similar transaction) other
than (i) a disposition by a Subsidiary to the Borrower, (ii) a disposition by
the Borrower or a Subsidiary to a Wholly Owned Subsidiary that is a Qualified
Acquisition Subsidiary and (iii) a disposition permitted by Sections 6.05(a),
(b), (c), (e) and (g).

         "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment agreement in the
form of Exhibit D or such other form as shall be approved by the Administrative
Agent.

         "BANK GUARANTEE" shall mean a Guarantee of any Lender with respect to
Indebtedness issued by the Borrower or any of its Subsidiaries; PROVIDED, THAT,
nothing in this definition shall be construed as a commitment or agreement of
any Lender to issue any such Bank Guarantee.

         "BANK ONE" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois.

         "BANK ONE OHIO" means Bank One, N.A., a national banking association
having its principal office in Columbus, Ohio.

         "BANK ONE FOREIGN CURRENCY LETTERS OF CREDIT" shall mean, collectively,
Letters of Credit issued pursuant Section 2.23(a)(iii) by Bank One for the sole
purpose of collaterizing Indebtedness of any Italian Subsidiary, any German
Subsidiary, any UK Subsidiary, and any Canadian Subsidiary, to the extent such
Indebtedness is permitted pursuant to Section 6.01(n).

         "BOARD" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "BORROWER" shall mean Robbins & Myers, Inc., an Ohio corporation, and
its successors.

         "BORROWER'S CONSENT AND AGREEMENT" shall mean the Borrower's Consent
and Agreement dated as of the Effective Date between the Borrower and the
Administrative Agent in the form attached hereto as Exhibit B-1.

         "BORROWING" shall mean a group of Loans of a single Class and Type made
by the Lenders on a single date and as to which a single Interest Period is in
effect.



                                      -3-
<PAGE>

         "BREAKAGE EVENT" shall have the meaning assigned to that term in
Section 2.16.

         "BUSINESS DAY" shall mean any day (other than a Saturday, Sunday or a
day which is a legal holiday in the States of Illinois or New York) on which
banks are open for business in Chicago, Illinois and New York City; PROVIDED,
THAT when used in connection with a LIBOR Loan, the term "BUSINESS DAY" shall
also exclude any day on which banks are not open for dealings in dollar deposits
or Foreign Currencies in the London interbank market.

         "CANADIAN SUBSIDIARY" shall mean R&M Canada or any Wholly Owned
Subsidiary of the Borrower organized and existing under the laws of Canada or
any province thereof.

         "CAPITAL EXPENDITURES" shall mean, for any period, the sum of all
expenditures (whether paid in cash or other consideration or accrued as a
liability) which would, in accordance with GAAP, be included on a consolidated
statement of cash flows of the Borrower and its Consolidated Subsidiaries for
such period as additions to property, plant and equipment, Capital Lease
Obligations or similar items; provided, that, the foregoing shall exclude all
such expenditures to the extent made with insurance proceeds or condemnation
awards as permitted pursuant to Section 6.05(e).

         "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP
and, for the purposes of this Amended Agreement, the amount of such obligations
at any time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

         "CAPITAL STOCK" of any person shall mean any and all shares,
partnership, limited liability company and other interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) the equity of such person.

         "CARRY OVER AMOUNT" shall mean, for any Fiscal Year, an amount equal to
the difference between (i) fifty percent (50%) of the Borrower's Consolidated
Net Income for the preceding Fiscal Year and (ii) the aggregate amount of all
assets used to pay dividends on, or repurchase or redeem, the Capital Stock of
the Borrower during such previous Fiscal Year; PROVIDED, THAT, in no event shall
the Carry Over Amount exceed twenty-five percent (25%) of the Borrower's
Consolidated Net Income for such previous Fiscal Year.

         "CASH EQUIVALENTS" shall mean:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within 180 days from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 180 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating



                                      -4-
<PAGE>

         obtainable from Standard & Poor's Rating Service, a division of The
         McGraw Hill Companies, Inc. or from Moody's Investors Service, Inc.
         respectively;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any Lender or any commercial bank organized under the laws of the
         United States of America or any State thereof, which has a combined
         capital and surplus and undivided profits of not less than
         $300,000,000;

                  (d) money market funds substantially all of whose assets are
         comprised of securities of the types described in (a) through (c)
         above;

                  (e) cash deposits in any deposit account or in any cash
         collateral account with any Lender; and

                  (f) other investment instruments approved in writing by the
         Administrative Agent and offered by financial institutions which have a
         combined capital and surplus and undivided profits of not less than
         $300,000,000.

         "CASH TAX EXPENSE" shall mean, for any period for any person, the
amount of expense for Federal, state, local and other income taxes of such
person and its Consolidated Subsidiaries, determined on a consolidated basis in
accordance with GAAP (assuming such person was deemed to be the common parent of
an affiliated group (within the meaning of Section 1504 of the Code) of which
only such person and its subsidiaries were members), for such period, but
excluding deferred income tax expense.

         "CHANGE OF CONTROL" means and shall be deemed to have occurred on (a)
the date upon which a transaction or event or any series of transactions or
events occurs that is required to be reported on Schedule 13D pursuant to
Section 13(d) of the Exchange Act and the regulations promulgated thereunder,
whereby a person or group, as used for purposes of Section 13(d) of the Exchange
Act (other than M.H.M. & Co., Ltd., an Ohio limited partnership ("M. H. M.")),
has or will become the Beneficial Owner of 30% or more of the outstanding Voting
Shares or the date upon which the Borrower first learns that a person or group
(other than M.H.M.) has or will become the Beneficial Owner of 30% or more of
the outstanding Voting Shares; (b) the date of a change in the composition of
the Board of Directors of the Borrower (the "BOARD OF DIRECTORS") such that
individuals who were members of the Board of Directors on the date two years
prior to such change (or who were subsequently elected to fill a vacancy in the
Board of Directors by the affirmative vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such two
year period) no longer constitute a majority of the Board of Directors; (c) the
date either the Board of Directors or shareholders approve a merger or
consolidation of the Borrower with any other person, other than a merger or
consolidation which would result in the Voting Shares outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Shares of the surviving entity) at least 80% of the
total voting power represented by the Voting Shares of such surviving entity
outstanding immediately after such merger or consolidation; (d) the date either
the Board of Directors or shareholders of the Borrower approve a plan of
liquidation of the Borrower or an agreement for



                                      -5-
<PAGE>

the sale, lease, transfer or other disposition by the Borrower of all or
substantially all the Borrower's assets, or (e) the date that members of the
Murch family, individually or collectively, no longer are the Beneficial Owners
of a majority of the Voting Stock of M.H.M. For purposes of this definition,
"Beneficial Owner" means the person or group has the power, directly or
indirectly, to vote or direct the vote of, and the power to dispose, or direct
the disposition of, Voting Shares; "Voting Shares" means the Capital Stock of
the Borrower entitled to vote generally in the election of directors of the
Borrower; and "Voting Stock" means the Capital Stock of M.H.M. entitled to vote
generally on the management and affairs of M.H.M. "CHARGES" shall have the
meaning assigned to that term in Section 9.09.

         "CLASS" shall have the meaning assigned to that term in Section 1.03.

         "CLOSING DATE" shall mean January 8, 1999.

         "CODE" shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "COLLATERAL" shall mean all the collateral pledged or purported to be
pledged pursuant to any of the Collateral Documents, including all Intercompany
Notes and the Capital Stock of all Restricted Subsidiaries.

         "COLLATERAL AGENCY AGREEMENT" shall mean the Intercreditor and
Collateral Agency Agreement, dated as of May 15, 1998, among the Borrower, the
Domestic Subsidiaries, the Collateral Agent, the Lenders, the Noteholders and
the "Agents" under the Existing Credit Agreement, as from time to time amended
in accordance with its terms.

         "COLLATERAL AGENT" shall mean Bank One Trust Company, NA, as Collateral
Agent under the Collateral Agency Agreement, and its successors and assigns
thereunder.

         "COLLATERAL DOCUMENTS" shall mean the Pledge Agreement, the Collateral
Agency Agreement and all other documents and instruments executed and delivered
pursuant to the terms hereof or thereof in order to secure any Obligations or
perfect any Lien granted for the benefit of the Lenders and the Noteholders
pursuant thereto.

         "COMMERCIAL LC" shall mean a Letter of Credit which is the payment
mechanism for a commercial trade transaction.

         "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment and, in the case of the Swingline Lender, its
Swingline Commitment and, in the case of an Issuing Bank, its Letter of Credit
Commitment.

         "COMMONLY CONTROLLED ENTITY" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.



                                      -6-
<PAGE>

         "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean the confidential
information memorandum of the Borrower dated November, 2001.

         "CONSOLIDATED EBIT" shall mean, for any period for any person,
Consolidated Net Income of such person for such period, PLUS, to the extent
deducted in computing Consolidated Net Income for such period, (a) the sum of
(i) Consolidated Interest Expense for such period, and (ii) Cash Tax Expense for
such period, minus, to the extent added in computing such Consolidated Net
Income for such period, (b) the sum of (i) any interest income and (ii) any
non-cash income or non-cash gains during such period that requires footnote
disclosure on financial statements, reports or other filings pursuant to or in
accordance with GAAP or applicable SEC regulations, all as determined on a
consolidated basis with respect to such person and its Consolidated Subsidiaries
in accordance with GAAP.

         "CONSOLIDATED EBITDA" shall mean, for any period for any person,
Consolidated Net Income of such person for such period, plus, to the extent
deducted in computing such Consolidated Net Income for such period, (a) the sum
of (i) Consolidated Interest Expense for such period, (ii) Cash Tax Expense for
such period, and (iii) depreciation, depletion, amortization of intangibles and
other non-cash charges or non-cash losses, minus, to the extent added in
computing such Consolidated Net Income for such period, (b) the sum of (i) any
interest income, and (ii) any non-cash income or non-cash gains during such
period that requires footnote disclosure on financial statements, reports or
other filings pursuant to or in accordance with GAAP or applicable SEC
regulations, all as determined on a consolidated basis with respect to such
person and its Consolidated Subsidiaries in accordance with GAAP.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for the Borrower
as of any date, the ratio of (a) Consolidated EBIT for the Reference Period with
respect to such date, to (b) Consolidated Interest Expense for such Reference
Period; PROVIDED, THAT, if, since the beginning of the applicable Reference
Period, (A) the Borrower or any Consolidated Subsidiary has issued or incurred
any Indebtedness that remains outstanding as of the end of such Reference Period
in connection with any Permitted Acquisition or pursuant to Sections 6.01(d),
6.01(g) or 6.01(j), Consolidated Interest Expense for such Reference Period
shall be calculated after giving effect on a pro forma basis to (I) such
Indebtedness as if such Indebtedness had been issued or incurred on the first
day of such Reference Period and (II) the discharge of any other Indebtedness
repaid, repurchased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such
Reference Period, (B) the Borrower or any Consolidated Subsidiary shall have
made any Asset Sale with a net book value in excess of $2,500,000, the
Consolidated EBIT for the applicable Reference Period shall be reduced by an
amount equal to the Consolidated EBIT (if positive) directly attributable to the
assets which are the subject of such Asset Sale for such Reference Period, or
increased by an amount equal to the Consolidated EBIT (if negative), directly
attributable thereto for such Reference Period and Consolidated Interest Expense
for such Reference Period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Borrower or any Consolidated Subsidiary repaid or otherwise discharged with
respect to the Borrower and its continuing Consolidated Subsidiaries in
connection with such Asset Sale for such Reference Period (or, if the Capital
Stock of any Consolidated Subsidiary is sold, the Consolidated Interest Expense
for such Reference Period directly attributable to the Indebtedness of such
Consolidated Subsidiary to the extent the Borrower and its continuing
Consolidated Subsidiaries are no longer



                                      -7-
<PAGE>

liable for such Indebtedness after such sale), and (C) the Borrower or any
Consolidated Subsidiary shall have made a Permitted Acquisition, Consolidated
EBIT for the applicable Reference Period shall be calculated after giving pro
forma effect thereto as if such Permitted Acquisition occurred on the first day
of such Reference Period. For purposes of this definition, whenever pro forma
effect is to be given to an acquisition of assets, (i) the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness issued or incurred in connection therewith, the
pro forma calculations shall be determined in good faith by a responsible
Financial Officer of the Borrower and (ii) if any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the date of the
beginning of the applicable Reference Period had been the applicable rate for
the entire period. Whenever pro forma effect is to be given to any event or for
any Reference Period, the pro forma calculations made shall be cumulative of all
events for which pro forma effect is to be given that have occurred within or
that relate to the applicable Reference Period.

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period for any
person, the sum (without duplication) of (a) the gross amount of interest
expense, both expensed and capitalized, of such person and its Consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, for
such period, exclusive of any non-cash interest expense related to original
issue discount notes and pay-in-kind notes, and (b) all amounts paid (net of any
amounts received) by such person and its Consolidated Subsidiaries pursuant to
Interest Rate Protection Agreements for such period.

         "CONSOLIDATED LEVERAGE RATIO" shall mean, for the Borrower as of any
date, the ratio of (a) Total Debt on such date to (b) Consolidated EBITDA for
the Reference Period applicable to such date; provided, that, if, since the
beginning of the applicable Reference Period, (A) the Borrower or any
Consolidated Subsidiary has issued or incurred any Indebtedness that remains
outstanding as of the end of such Reference Period in connection with any
Permitted Acquisition or pursuant to Sections 6.01(d), 6.01(g) or 6.01(j),
Consolidated Interest Expense for such Reference Period shall be calculated
after giving effect on a pro forma basis to (I) such Indebtedness as if such
Indebtedness had been issued 6r incurred on the first day of such Reference
Period and (II) the discharge of any other Indebtedness repaid, repurchased or
otherwise discharged with the proceeds of such new Indebtedness as if such
discharge had occurred on the first day of such Reference Period, (B) the
Borrower or any Consolidated Subsidiary shall have made any Asset Sale with a
net book value in excess of $2,500,000, the Consolidated EBITDA for such
Reference Period shall be reduced by the amount equal to Consolidated EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Sale for such Reference Period, or increased by an amount equal to the
Consolidated EBITDA (if negative), directly attributable thereto for such
Reference Period, and Consolidated Interest Expense for such Reference Period
shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Borrower or any Consolidated
Subsidiary repaid or otherwise discharged with respect to the Borrower and its
continuing Consolidated Subsidiaries in connection with such Asset Sale for such
Reference Period (or, if the Capital Stock of any Consolidated Subsidiary is
sold, the Consolidated Interest Expense for such Reference Period directly
attributable to the Indebtedness of such Consolidated Subsidiary to the extent
the Borrower and its continuing Consolidated Subsidiaries are no longer liable
for such Indebtedness after such sale), and (C) the Borrower or any Consolidated



                                      -8-
<PAGE>

Subsidiary shall have made a Permitted Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto as if
such Permitted Acquisition occurred on the first day of such Reference Period.
For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, (i) the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness
issued or incurred in connection therewith, the pro forma calculations shall be
determined in good faith by a responsible Financial Officer of the Borrower and
(ii) if any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall be calculated as if
the rate in effect on the date of the beginning of the applicable Reference
Period had been the applicable rate for the entire period. Whenever pro forma
effect is to be given to any event or for any Reference Period, the pro forma
calculations made shall be cumulative of all events for which pro forma effect
is to be given that have occurred within or that relate to the applicable
Reference Period.

         "CONSOLIDATED NET INCOME" shall mean, for any period for any person,
net income or loss of such person and its Consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP; PROVIDED,
THAT, there shall be excluded from such calculation of net income or loss (a)
the income of any person in which any other person (other than such person or
any of its subsidiaries or any director holding qualifying shares in accordance
with applicable law) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to such person or any of its
Wholly Owned Subsidiaries by such other person during such periods, (b) the
income (or loss) of any other person accrued prior to the date it becomes a
subsidiary of such person or is merged into or consolidated with such person or
any of its subsidiaries or the date that such other person's assets are acquired
by such person or any of its subsidiaries, (c) the income of any subsidiary of
such person to the extent that the declaration or payment of dividends or
similar distributions by such subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that subsidiary, (d) any after-tax gains attributable to sales of assets out of
the ordinary course of business, (e) (to the extent not included in clauses (a)
through (d) above) any non-cash extraordinary gains and (f) up to $2,500,000 per
Fiscal Year (not to exceed $5,000,000 in the aggregate) of cash restructuring
charges.

         "CONSOLIDATED NET WORTH" shall mean, as of any date of determination,
the total of all amounts which would in accordance with GAAP be included on a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of such date as stockholder's equity, less any amounts attributable to
Disqualified Stock.

         "CONSOLIDATED SUBSIDIARIES" shall mean, for any person, all
subsidiaries of such person that should be consolidated with such person for
financial reporting purposes in accordance with GAAP.

         "CONTROL" shall mean the possession, direct or indirect, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and "CONTROLLING" and "Controlled" shall have meanings correlative thereto.



                                      -9-
<PAGE>

         "CONVERTIBLE DEBT" shall mean the Borrower's 6.5% Convertible
Subordinated Notes due 2003 originally issued in an aggregate principal amount
equal to $65,000,000 pursuant to the Indenture dated as of September 18, 1996
between the Borrower and Firstar Bank, N.A. (formerly Star Bank, National
Association), as Trustee.

         "DEFAULT" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

         "DETERMINATION DATE" shall mean:

                  (a) in connection with the issuance of, or participation in,
         any Foreign Currency Letter of Credit, the Business Day of such
         issuance or participation;

                  (b) in connection with any extension of any Foreign Currency
         Letter of Credit, the Business Day of such extension;

                  (c) the date of any reduction of the Revolving Credit
         Commitments pursuant to the terms of Section 2.10;

                  (d) for purposes of Section 2.12(c), the last Business Day of
         each calendar month;

                  (e) in connection with the origination of any new Foreign
         Currency Revolving Loan, the Business Day which is the earliest of the
         date such loan is made or the date the interest rate is set, as
         applicable; or

                  (f) in connection with any extension, conversion, or
         continuation of any Foreign Currency Revolving Loan, the last Business
         Day of each month or the Business Day which is the earlier of the date
         such Loan is extended, converted or continued, or the date the interest
         rate is set, as applicable, in connection with any extension,
         conversion or continuation.

         "DISQUALIFIED STOCK" of any person shall mean (a) any Capital Stock of
such person or any subsidiary of such person which by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable or subject to any mandatory repurchase requirement,
pursuant to a sinking fund obligation or otherwise, (ii) is convertible into or
exchangeable or exercisable for Indebtedness or Disqualified Stock of (iii) is
redeemable or subject to any repurchase requirement exercisable at the option of
the holder thereof, in whole or in part, in each case on or prior to the first
anniversary of the Revolving Credit Maturity Date (or, if earlier, the first
anniversary of the date on which all the Obligations have been indefeasibly paid
in full in cash and the Commitments have been terminated) and (b) any Preferred
Stock of a subsidiary of such person.

         "DOLLAR AMOUNT" shall mean (a) with respect to dollars or an amount
denominated in dollars, such amount and (b) with respect to an amount of any
Foreign Currency or an amount denominated in such Foreign Currency, the Dollar
Equivalent of such amount on the applicable date of determination.



                                      -10-
<PAGE>

         "DOLLAR EQUIVALENT" shall mean, on any date, with respect to an amount
denominated in a Foreign Currency, the amount of dollars into which the
Administrative Agent could, in accordance with its practice from time to time in
the interbank foreign exchange market, convert such amount of such Foreign
Currency at its spot selling rate of exchange effective for that date for the
immediate exchange of such currencies (inclusive of all reasonable related costs
of conversion, if any are actually incurred, and based on the market rates
available to Administrative Agent) applicable to the relevant transaction at or
about 11:00 a.m., Eastern Standard Time, on such date.

         "DOLLARS" or "$" shall mean lawful money of the United States of
America.

         "DOMESTIC SUBSIDIARY" shall mean any Subsidiary incorporated or
organized under the laws of the United States of America, any state thereof or
the District of Columbia; PROVIDED, that, for purposes of this Amended
Agreement, Robbins & Myers International Sales Company, Inc., a U.S. Virgin
Islands Corporation, shall not be considered a Domestic Subsidiary.

         "EASTERN STANDARD TIME" shall mean Eastern Standard Time or, if
applicable, Daylight Savings Time in the eastern time zone in which Dayton, Ohio
is located.

         "EFFECTIVE DATE" shall have the meaning assigned to such term in
Section 4.01.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

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

         "EURODOLLAR BORROWING," shall mean a Borrowing (including a Foreign
Currency Borrowing) comprised of Revolving Loans bearing interest at a rate
based on the Adjusted LIBO Rate.

         "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Article VII.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "EXCLUDED TAXES" shall have the meaning assigned to such term in
Section 2.20(a).

         "EXISTING CREDIT AGREEMENT" shall mean the Amended and Restated Credit
Agreement dated as of January 8, 1999 among the Borrower, the lenders named
therein, Bank One Ohio, as Administrative Agent and as Issuing Bank,
NationsBank, NA as Documentation and Syndication Agent, the Bank of Nova Scotia,
as Issuing Bank, and ABN Amro, N.V., as Issuing Bank, as amended and in effect
on the date hereof prior to giving effect hereto.

         "EXISTING LETTER OF CREDIT" means the "Letters of Credit" issued
pursuant to the Existing Agreement and identified on Schedule 1.02 hereto.

                                      -11-
<PAGE>

         "'FACILITY FEE" shall have the meaning assigned to that term in Section
2.06(a).

         "FAIR MARKET VALUE" shall mean with respect to any Permitted
Acquisition, the value that would be obtained in an arm's-length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer.

         "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations at approximately 10:00 a.m. (Chicago Time) for the day of such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it. Each change in the Federal Funds
Effective Rate shall be effective on the date thereof, without notice to the
Borrower.

         "FEE LETTER" shall have the meaning assigned to such term in Section
2.06(c).

         "FEES" shall mean the Facility Fees, the Letter of Credit Fees, the
Fronting Fees and the other fees payable pursuant to the Fee Letter.

         "FINANCIAL OFFICER" of any corporation shall mean the chief financial
officer, principal accounting officer or similar officer of such corporation.

         "FISCAL YEAR" shall mean, when used with respect to any year, the
Fiscal Year of the Borrower ending on August 31 of such year.

         "FOREIGN CURRENCY" shall mean (a) (i) with respect to the Bank One
Foreign Currency Letters of Credit issued to collateralize Indebtedness
permitted pursuant to Section 6.01(n), Italian lira, German marks, Canadian
dollars, English pounds sterling and Euros and (ii) with respect to the Other
Foreign Currency Letters of Credit, such currencies (other than dollars) as may
be agreed upon by the Issuing Banks and the Borrower, from time to time, and (b)
with respect to Foreign Currency Revolving Loans, Euros, Swiss francs, English
pounds sterling and German marks.

         "FOREIGN CURRENCY BORROWING" shall mean a Borrowing comprised of
Foreign Currency Revolving Loans.

         "FOREIGN CURRENCY EQUIVALENT" shall mean, on any date, with respect to
an amount denominated in dollars, the amount of any applicable Foreign Currency
into which the Administrative Agent could, in accordance with its practice from
time to time in the interbank foreign exchange market, convert such amount of
dollars at its spot rate of exchange (inclusive of all reasonable related costs
of conversion, if any are actually incurred) applicable to the relevant
transaction at or about 11:00 a.m., Dayton, Ohio time, on such date.

         "FOREIGN CURRENCY LETTER OF CREDIT EXPOSURE" shall mean all Letter of
Credit Exposure attributable to Foreign Currency Letters of Credit.



                                      -12-
<PAGE>

         "FOREIGN CURRENCY LETTERS OF CREDIT" shall mean, collectively, the Bank
One Foreign Currency Letters of Credit and Other Foreign Currency Letters of
Credit.

         "FOREIGN CURRENCY REVOLVING LOAN" shall have the meaning assigned to
such term in Section 2.03.

         "FOREIGN SUBSIDIARY" shall mean any Subsidiary which is not a Domestic
Subsidiary (including, without limitation, Robbins & Myers International Sales
Company, Inc.).

         "FRONTING FEE" shall have the meaning assigned to such term in Section
2.06(b).

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

         "GAAP" shall mean United States generally accepted accounting
principles, applied on a consistent basis.

         "GERMAN SUBSIDIARY" shall mean Pfaudler or any other Wholly Owned
Subsidiary of the Borrower organized and existing under the laws of Germany.

         "GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or
foreign governmental department, commission, board, bureau, authority, agency,
court, instrumentality or judicial or regulatory body or entity.

         "GUARANTEE" of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance
or supply funds for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase property, securities or services for the purpose
of assuring the owner of such Indebtedness of the payment of such Indebtedness
or (c) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness; PROVIDED, THAT, the term Guarantee shall not
include endorsements for collection or deposit, in either case in the ordinary
course of business.

         "GUARANTEE AGREEMENT" shall mean the Amended and Restated Guarantee
Agreement dated as of May 15, 1998 among the Domestic Subsidiaries, the
Collateral Agent, and Bank One Ohio, as amended from time to time.

         "GUARANTOR" shall mean any guarantor under the Guarantee Agreement.

         "HAZARDOUS MATERIALS" shall have the meaning assigned to such term in
Section 3.17.

         "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind made with or to such person, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar



                                      -13-
<PAGE>

instruments (other than obligations under surety bonds incurred in the ordinary
course of business), (c) all obligations of such person upon which interest
charges are customarily paid, (d) all obligations of such person under
conditional sale or other title retention agreements relating to property or
assets purchased by such person, (e) all obligations of such person issued or
assumed as the deferred purchase price of property or services, (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such person, whether or not the obligations
secured thereby have been assumed, (g) all Guarantees by such person of
Indebtedness of others, (h) all Capital Lease Obligations of such person, (i)
all obligations of such person in respect of Interest Rate Protection
Agreements, (j) all obligations of such person, contingent or otherwise, as an
account party in respect of letters of credit and bankers' acceptances and (k)
all obligations of such person to contribute money or other property to any
other person. The Indebtedness of any person shall include, without duplication,
the Indebtedness of any partnership in which such person is a general partner
and of any trust or other entity formed or utilized in connection with a
securitization of assets of such person. Notwithstanding the foregoing, the
Indebtedness of any person shall exclude all trade accounts payable, customer
advance payments, and accrued expenses determined in accordance with GAAP and
all of which arise or are incurred in the ordinary course of business.

         "INDEMNIFIED PARTY" shall have the meaning assigned to such term in
Section 9.05(b).

         "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT" shall mean the
Indemnity, Subrogation and Contribution Agreement dated as of May 15, 1998 among
the Borrower and the Domestic Subsidiaries, as amended from time to time.

         "INTERCOMPANY INDEBTEDNESS" shall mean Indebtedness of the Borrower or
any Subsidiary to (a) any Wholly Owned Subsidiary that is a Domestic Subsidiary
or (b) the Borrower.

         "INTERCOMPANY NOTES" shall mean the promissory notes issued as
contemplated by Sections 6.01(c) and 6.04(b), in the form attached hereto as
Exhibit C.

         "INTEREST PAYMENT DATE" shall mean, with respect to any Loan, all of
the following to the extent applicable: (a) the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part, (b) if such Loan is
part of any Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months' duration been applicable to such
Borrowing, (c) if such Loan is part of any Eurodollar Borrowing, the date of any
repayment or prepayment of the Borrowing of which such Loan is a part, (d) if
such Loan is a part of any ABR Borrowing, the date of any prepayment of the
Borrowing required pursuant to the terms of Section 2.12 and (e) any conversion
of any Eurodollar Borrowing to any ABR Borrowing.

         "INTEREST PERIOD" shall mean (a) as to any Eurodollar Borrowing the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, subject to the
availability thereof, as determined by the Administrative Agent, and (b) as to
any ABR Borrowing (including any ABR



                                      -14-
<PAGE>

Borrowing comprised of Swingline Loans), the period commencing on the date of
such Borrowing or on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as the case may be, and ending on the earliest of
(i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the
Revolving Credit Maturity Date and (iii) the date such Borrowing is prepaid in
accordance with Section 2.12; provided, that, if any Interest Period would end
on a day other than a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless, in the case of a Eurodollar Borrowing
only, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to,
but excluding, the last day of such Interest Period.

         "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap,
foreign currency exchange agreement, collar, cap or other arrangement requiring
payments contingent upon interest rates.

         "ISSUING BANK" shall mean individually and collectively, as applicable,
each of Bank One and The Bank of Nova Scotia in their capacity as issuers of
Letters of Credit and their successors in such capacity and, with respect to any
particular Letter of Credit, shall mean whichever of the foregoing is the actual
or proposed issuer thereof.

         "ITALIAN SUBSIDIARY" shall mean any Wholly Owned Subsidiary of the
Borrower organized and existing under the laws of Italy.

         "JUDGMENT CURRENCY" shall have the meaning assigned to such term in
Section 9.17.

         "JUDGMENT CURRENCY CONVERSION DATE" shall have the meaning assigned to
such term in Section 9.17.

         "LENDER" shall mean each financial institution listed on the signature
pages hereof, each assignee which becomes a Lender pursuant to Section 9.04(c),
and their respective successors (including the Swingline Lender).

         "LETTER OF CREDIT AVAILABILITY PERIOD" shall mean the period from and
including the Effective Date to but excluding the earlier of (a) the date five
Business Days prior to the Revolving Credit Maturity Date and (b) the
termination of the Revolving Credit Commitments of the Lenders in accordance
with the terms hereof.

         "LETTER OF CREDIT COMMITMENT" shall mean the commitment of the Issuing
Banks to issue Letters of Credit pursuant to Section 2.23.

         "LETTER OF CREDIT DISBURSEMENT" shall mean a payment or disbursement
made by the Issuing Bank pursuant to a Letter of Credit.

         "LETTER OF CREDIT EXPOSURE" shall mean at any time an amount equal to
the sum of (a) the Dollar Amount of the aggregate undrawn amount of all
outstanding Letters of Credit, plus (b) the aggregate amount of the Dollar
Amount of all Letter of Credit Disbursements not yet reimbursed by the Borrower
as provided in Section 2.23. The Letter of Credit Exposure of any Lender at



                                      -15-
<PAGE>

any time shall mean its Applicable Percentage of the aggregate Letter of Credit
Exposure at such time.

         "LETTER OF CREDIT FEE" shall have the meaning assigned to that term in
Section 2.06(b)(i).

         "LETTERS OF CREDIT" shall mean any and all letters of credit issued
pursuant to Section 2.23.

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

         "LIBOR LOAN" shall mean any Revolving Loan bearing interest at a rate
determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

         "LIEN" shall mean, with respect to any asset, any mortgage, deed of
trust, lien, pledge, easement, restriction, restrictive covenant, lease,
sublease, option, charge, security interest or encumbrance of any kind in
respect of such asset. For purposes hereof, the Borrower or any Subsidiary shall
be deemed to own subject to a lien any asset which it has acquired or holds
subject to the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset.

         "LOAN DOCUMENTS" shall mean this Amended Agreement, the Notes, the
Letters of Credit, the Guarantee Agreement, the Indemnity, Subrogation and
Contribution Agreement, the Intercompany Notes, the Collateral Documents, the
Borrower's Consent and Agreement, the Subsidiaries' Consent and Agreement, any
Interest Rate Protection Agreements entered into by the Borrower with any Lender
or Affiliate thereof as permitted hereunder and any Supplemental Agreements.

         "LOANS" shall mean any or all of the Revolving Loans and the Swingline
Loans.

         "MARGIN STOCK" shall have the meaning assigned to such term under
Regulation U.

         "MATERIAL ADVERSE CHANGE" shall mean a material adverse change in the
business, assets, liabilities, financial condition, prospects or results of
operations of Borrower and the Subsidiaries, taken as a whole.

         "MATERIAL ADVERSE EFFECT" shall mean (a) a materially adverse effect on
the material existing agreements and relationships, business, financial
condition or results of operations of the Borrower and the Subsidiaries, taken
as a whole, (b) a material impairment of the ability of the Borrower or any of
the Subsidiaries to perform its material obligations under any Loan



                                      -16-
<PAGE>

Document to which it is or will be a party or (c) a material impairment of the
rights of or benefits available to the Lenders or the Collateral Agent under any
Loan Document. In determining whether any individual event would result in a
Material Adverse Effect, notwithstanding that such event does not itself have
such effect, a Material Adverse Effect shall be deemed to have occurred if the
cumulative effect of such event and all other then existing events would result
in a Material Adverse Effect.

         "MATERIAL CONTRACTS" shall have the meaning assigned to such term in
Section 3.10(a).

         "MAXIMUM RATE" shall have the meaning assigned to such term in Section
9.09.

         "MEXICAN SUBSIDIARY" shall mean Pfaudler S.A. de C.V., a Mexican
corporation.

         "MINIMUM COMPLIANCE LEVEL" has the meaning set forth in Section
6.14(c).

         "MULTIEMPLOYER PLAN" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "NET AGGREGATE COMMITMENT" shall mean, at any time, the Aggregate
Commitment at such time less the Reserve at such time.

         "NET CASH PROCEEDS" shall mean, with respect to any Prepayment Event,
an amount equal to (a) the gross cash proceeds (including insurance proceeds and
condemnation awards in the case of any casualty) actually paid to or actually
received by or on behalf of the Borrower or any Subsidiary from or in respect of
such event (including cash received as proceeds from any noncash consideration
received in respect of any such event), less (b) the sum of (i) any expenses
reasonably incurred by the Borrower and the Subsidiaries in respect of such
Prepayment Event, including, in the case of a sale or issuance of Capital Stock,
underwriters' fees, discounts or commissions and, in the case of a disposition
of assets or properties, commissions, (ii) in the case of a disposition of
assets or properties, amounts required to be applied to repay Indebtedness
(other than Loans) associated with the assets or properties subject to such
Prepayment Event and (iii) in the case of a disposition of assets or properties,
taxes paid or payable by the Borrower and the Subsidiaries (as determined
reasonably and in good faith by a Financial Officer of the Borrower) in respect
of such Prepayment Event.

         "NEW LENDING OFFICE" shall have the meaning assigned to such term in
Section 2.20(f).

         "NON-U.S. LENDER" shall have the meaning assigned to such term in
Section 2.20(g).

         "NOTEHOLDERS" shall mean the owners of the Senior Notes.

         "NOTES" shall mean the Revolving Credit Notes and the Swingline Note.

         "OBLIGATION CURRENCY" shall have the meaning assigned to such term in
Section 9.17.

         "OBLIGATIONS" shall mean (a) the Borrower's obligations in respect of
the due and punctual payment of principal of and interest (including interest
accruing after the filing of a petition initiating any proceeding referred to in
paragraph (g) or (h) of Article VII of this Amended



                                      -17-
<PAGE>

Agreement) on the Loans and all amounts drawn under the Letters of Credit, when
and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (b) all Fees, expenses, indemnities and expense
reimbursement obligations of the Borrower under the Existing Agreement, this
Amended Agreement, the Fee Letter, or any other Loan Document and (c) all other
obligations, monetary or otherwise, of the Borrower or any of the Subsidiaries
under any Loan Document to which it is a party, in each case, whether now owing
or hereafter existing.

         "OFFICER'S CERTIFICATE" shall mean, as to any corporation, a
certificate executed on its behalf by the Chairman of the Board of Directors (if
an officer) or its President or one of its Vice Presidents and its Treasurer, or
Controller, or one of its Assistant Treasurers or Assistant Controllers, and, as
to any partnership, a certificate executed on behalf of such partnership by its
general partner in a manner which would qualify such certificate as an Officer's
Certificate of such general partner hereunder.

         "ORIGINAL CREDIT AGREEMENT" shall mean the Amended and Restated Credit
Agreement dated as of November 25, 1997 among the Borrower, the lenders named
therein, Bank One Ohio, as Administrative Agent and Issuing Bank, and
NationsBank, N.A., as Documentation and Syndication Agent, as amended, modified
or supplemented from time to time.

         "OTHER FOREIGN CURRENCY LETTERS OF CREDIT" shall mean, collectively,
Letters of Credit, issued in a Foreign Currency (other than Bank One Foreign
Currency Letters of Credit) and issued pursuant to Section 2.23(a)(ii).

         "OTHER TAXES" shall have the meaning assigned to that term in Section
2.20(b).

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor thereto.

         "PERMITTED ACQUISITION" shall have the meaning assigned to that term in
Section 6.04(g).

         "PERMITTED INDEBTEDNESS" shall mean Indebtedness permitted pursuant to
Section 6.01.

         A "PERSON" shall mean any natural person, corporation, business trust,
joint venture. association, company, limited liability company, partnership,
government (or any agency or political subdivision thereof) or other entity.

         "PFAUDLER" shall mean Pfaudler-Werke GMBH, a German limited liability
company.

         "PLAN" shall mean at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "EMPLOYER" as defined in Section 3(5)
of ERISA.

         "PLEDGE AGREEMENT" shall mean the Amended and Restated Pledge and
Security Agreement among the Borrower, the Domestic Subsidiaries, the Collateral
Agent and the Administrative Agent dated as of May 15, 1998 as amended from time
to time.



                                      -18-
<PAGE>

         "PREFERRED STOCK", as applied to the Capital Stock of any corporation,
shall mean Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "PREPAYMENT EVENT" shall mean (a) the issuance or sale by the Borrower
or any of its Subsidiaries of any Capital Stock of the Borrower or any of its
Subsidiaries (other than (i) the conversion of any of the Subordinated Notes to
Capital Stock of the Borrower pursuant to the terms thereof, (ii) any such
issuance or sale solely to the Borrower or any of the Wholly Owned Subsidiaries,
(iii) any issuance of Capital Stock pursuant to employee or director stock plans
of the Borrower or pursuant to the Borrower's Investor Stock Purchase Plan and
(iv) any sale of common equity to the extent the net proceeds thereof are used
to repay the Convertible Debt), (b) the contribution of capital to the equity of
the Borrower or any of its Subsidiaries, whether or not Capital Stock is issued
on account thereof (except as expressly permitted by the terms of Sections
6.04(a)(ii) and 6.04(j)), or (c) any other Asset Sale (other than one or more
sale-leaseback transactions to the extent of the first $5,000,000 in the
aggregate of Net Cash Proceeds thereof). The foregoing definition shall not be
deemed to imply that any such action or event is permitted under this Amended
Agreement.

         "PRICING SCHEDULE" shall mean the Schedule attached hereto identified
as such.

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

         "PURCHASE MONEY INDEBTEDNESS" shall mean Indebtedness of the Borrower
or any Subsidiary in respect of which a Lien described in Section 6.02(i) is
incurred.

         "QUALIFIED ACQUISITION SUBSIDIARY" shall mean (i) any Domestic
Subsidiary, (ii) any Foreign Subsidiary that is a Restricted Subsidiary as long
as the Administrative Agent shall have received an opinion of counsel in form,
content and as to counsel reasonably satisfactory to the Administrative Agent
stating that the Administrative Agent, on behalf of the Lenders, has a valid,
perfected and first priority security interest, pursuant to the Pledge
Agreement, in the applicable percentage of the Capital Stock of that Subsidiary
as required by the Pledge Agreement, (iii) R&M UK as long as the Administrative
Agent shall have received an opinion of counsel in form, content and as to
counsel reasonably satisfactory to the Administrative Agent stating that the
Administrative Agent, on behalf of the Lenders, has a valid, perfected and first
priority security interest, pursuant to the Pledge Agreement, in the applicable
percentage of the Capital Stock of the parent or parents of R&M UK (whether
directly or indirectly), as required or contemplated by the Pledge Agreement,
and (iv) the Mexican Subsidiary, as long as the Administrative Agent shall have
received an opinion of counsel in form, content and as to counsel reasonably
satisfactory to the Administrative Agent stating that the Administrative Agent,
on behalf of the Lenders, has a valid, perfected and first priority security
interest, pursuant to the Pledge Agreement, in the applicable percentage of the
Capital Stock of the parent or parents of the Mexican Subsidiary (whether
directly or indirectly), as required or contemplated by the Pledge Agreement.



                                      -19-
<PAGE>

         "R&M CANADA" shall mean Robbins & Myers Canada Ltd., a corporation
organized and existing under the laws of Canada.

         "R&M UK" shall mean Robbins & Myers U.K. Limited, an English
corporation.

         "REFERENCE PERIOD" with respect to any date shall mean the period of
four consecutive fiscal quarters of the Borrower immediately preceding such date
or, if such date is the last day of a fiscal quarter, ending on such date.

         "REGISTER" shall have the meaning assigned to such term in Section
9.04(d).

         "REGULATION U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "REPORTABLE EVENT" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the PBGC has waived either
the 30-day notice period or the penalty for failure to give notice.

         "REQUIRED FINANCIAL STATEMENTS" shall mean, with respect to any period,
the financial statements of the Borrower for such period required under Section
5.04.

         "REQUIRED LENDERS" shall mean, at any time, Lenders holding Loans
(excluding Swingline Loans), Letter of Credit Exposure, and Swingline Exposure
and having Revolving Credit Commitments representing in the aggregate at least
66-2/3% of the sum at such time of (a) the aggregate principal Dollar Amount of
the Loans outstanding (excluding Swingline Loans), (b) the aggregate Dollar
Amount of Letter of Credit Exposure, (c) the aggregate amount of Swingline
Exposure and (d) the aggregate amount of unused Revolving Credit Commitments.

         "RESERVE" shall mean (a) $0 at any time prior to March 18, 2003 and (b)
at any time after March 18, 2003, the then outstanding principal amount of the
Convertible Debt.

         "RESPONSIBLE OFFICER" of any person shall mean and include the
president, chief executive officer, chief operating officer, any financial
officer, any vice president, the general counsel or any other senior officer of
such person (or, in the case of a partnership. of a general partner thereof).

         "RESTRICTED SUBSIDIARY" shall mean (i) all Domestic Subsidiaries of the
Borrower, none of the Capital Stock of which is owned by Unrestricted
Subsidiaries and (ii) all Foreign Subsidiaries of the Borrower, all of the
Capital Stock of which is owned directly by the Borrower or a Wholly Owned
Domestic Subsidiary, or any subsidiary described in clauses (i) or (ii) that is
formed or acquired after the date hereof; PROVIDED, THAT, nothing in this
definition shall be deemed to permit any such formation or acquisition of a
subsidiary. Each of such Domestic and Foreign Subsidiaries existing as of the
Effective Date are listed on Schedule 1.01.



                                      -20-
<PAGE>

         "REVOLVING CREDIT AVAILABILITY PERIOD" shall mean the period from and
including the Effective Date to but excluding the termination of the Revolving
Credit Commitments of the Lenders in accordance with the terms hereof.

         "REVOLVING CREDIT BORROWING" shall mean a Borrowing comprised of
Revolving Loans.

         "REVOLVING CREDIT COMMITMENT" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.02(a), or in the Assignment and Acceptance pursuant to which such
Lender assumed its Revolving Credit Commitment, as applicable, as the same may
be reduced or increased from time to time pursuant to the terms hereof.

         "REVOLVING CREDIT FACILITY" shall mean the Revolving Loans, the
Swingline Loans and the Letters of Credit provided or participated in by the
Lenders to the Borrower pursuant to this Amended Agreement and the other Loan
Documents.

         "REVOLVING CREDIT MATURITY DATE" shall mean January ___, 2005 or any
later date to which such date is extended pursuant to Section 2.25.

         "REVOLVING CREDIT NOTES" shall mean a promissory note of the Borrower,
substantially in the form of Exhibit A-1 hereto, evidencing Revolving Loans.

         "REVOLVING LOAN EXPOSURE" shall have the meaning assigned to such term
in Section 2.12(c).

         "REVOLVING LOANS" shall mean the revolving loans made by the Lenders to
the Borrower pursuant to Section 2.02(a) of this Amended Agreement. Such
Revolving Loans shall consist of U.S. Dollar Revolving Loans and Foreign
Currency Revolving Loans. Each U.S. Dollar Revolving Loan shall be a LIBOR Loan
or an ABR Loan. Each Foreign Currency Revolving Loan shall be a LIBOR Loan.

         "ROMACO NOTES" shall mean the five year subordinated notes issued to
Brian Fenwick-Smith in the amount of $2,235,391 on August 31, 2001 and the five
year subordinated note to be issued to such Person pursuant to the Stock
Purchase Agreement dated August 10, 2001 among Robbins & Myers Holdings, Inc.,
the Borrower and Brian Fenwick-Smith.

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

         "SECURED PARTIES" shall mean (a) the Lenders and the Issuing Banks, (b)
the Administrative Agent in its capacity as such under each Loan Document, (c)
each Lender with which the Borrower enters into an Interest Rate Protection
Agreement pursuant to this Amended Agreement, in its capacity as a party to such
agreement, (d) the beneficiaries of each indemnification obligation undertaken
by the Borrower or any of the Subsidiaries under any Loan Document, (e) the
Noteholders and (f) the successors and assigns of the foregoing.

         "SENIOR NOTES" shall mean the senior secured notes of the Borrower
issued pursuant to the Senior Note Purchase Agreement.



                                      -21-
<PAGE>

         "SENIOR NOTE PURCHASE AGREEMENT" shall mean, collectively, the separate
note purchase agreements dated May 1, 1998 pursuant to which the Borrower issued
up to $100,000,000 principal amount of the Senior Notes, together with all other
documents related thereto.

         "SHAREHOLDER" shall mean, as of any date, any person or "group" (within
the meaning of Rule 13d-3 under the Exchange Act) (a) which beneficially owns as
of such date Capital Stock of the Borrower (or of any person Controlling the
Borrower) representing 5% or more of the aggregate ordinary voting power of all
the outstanding Capital Stock of the Borrower (or of such person Controlling the
Borrower) and (b) of which the Borrower has knowledge.

         "SHORTFALL AMOUNT" shall have the meaning assigned to such term in
Section 2.10(e).

         "SINGLE EMPLOYER PLAN" shall mean any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

         "SOLVENT" shall have the meaning assigned to such term in Section
3.19(a).

         "STANDBY LC" shall mean a Letter of Credit which is not a Commercial
LC.

         "STATUTORY RESERVES" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other domestic banking authority (and with
respect to any Non-U.S. Lender, any foreign banking authority) to which the
Administrative Agent or any Lender (including any branch, Affiliate or other
fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be
deemed to constitute Eurocurrency Liabilities and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
which may be available from time to time to any Lender under such Regulation D.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.

         "SUBORDINATED NOTES" shall mean (i) the $65,000,000 6.5% Convertible
Subordinated Notes due September 1, 2003, and all documents and instruments
pursuant to which they were issued or related in any way thereto, and (ii) the
Romaco Notes and all documents and instruments pursuant to which they were
issued or related in any way thereto.

         The term "SUBSIDIARY" shall mean, with respect to any person (referred
to in this definition as the "parent"), any corporation, partnership,
association or other business entity (a) of which Capital Stock representing
more than 50% of the aggregate ordinary voting power or more than 50% of the
ownership interests is, at the time any determination is being made, owned,
Controlled or held, or (b) which is, at the time any determination is made,
otherwise Controlled, by (i) the parent, (ii) one or more subsidiaries of the
parent or (iii) the parent and one or more subsidiaries of the parent.



                                      -22-
<PAGE>

         "SUBSIDIARY" shall mean the subsidiaries of the Borrower existing as of
the Effective Date and listed on Schedule 3.08 and other subsidiaries of the
Borrower that are permitted to be created or acquired hereafter pursuant to the
express terms of this Amended Agreement.

         "SUBSIDIARIES' CONSENT AND AGREEMENT" shall mean the Subsidiaries'
Consent and Agreement dated as of the Effective Date among the Domestic
Subsidiaries, the Lenders and the Administrative Agent in the form attached
hereto as Exhibit B-2.

         "SUPPLEMENTAL AGREEMENT" shall mean an agreement among a Subsidiary,
the Collateral Agent and the Administrative Agent in the form attached hereto as
Exhibit G, as amended from time to time.

         "SWINGLINE BORROWING" shall mean a Borrowing comprised of Swingline
Loans.

         "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.02(c) and Section 2.22, as the same
may be reduced from time to time pursuant to Section 2.10.

         "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Lender at any time shall equal its Applicable Percentage of the aggregate
Swingline Exposure at such time.

         "SWINGLINE LENDER" shall mean Bank One, and its successors in such
capacity.

         "SWINGLINE LOANS" shall mean any loan made by the Swingline Lender
pursuant to Section 2.02(c) and 2.22.

         "SWINGLINE NOTE" shall mean a promissory note of the Borrower,
substantially in the form of Exhibit A-2 hereto, evidencing Swingline Loans.

         "TAXES" shall have the meaning assigned to such term in Section
2.20(a).

         "TOTAL DEBT" shall mean, without duplication, as of any date, the
aggregate amount of (a) all Revolving Loans, Letters of Credit and Swingline
Loans outstanding as of such date and (b) all other Indebtedness (other than (i)
Interest Rate Protection Agreements permitted by Section 6.01(h), (ii) the
obligations of Pfaudler with respect to its unfunded German pension plan and
(iii) post retirement obligations of the Borrower and the Domestic Subsidiaries)
of the Borrower and its Consolidated Subsidiaries as of such date, determined on
a consolidated basis in accordance with GAAP, which by its terms or by the terms
of any instrument or agreement relating thereto matures more than one year from
the date of the initial creation thereof (including any current installment
thereof due within one year of the date of determination); PROVIDED, THAT, Total
Debt shall include any Indebtedness which does not otherwise come within the
foregoing definition but which is directly or indirectly renewable or extendible
at the option of the debtor to a date one year or more (including an option of
the debtor under a revolving credit or similar agreement obligating the lender
or lenders to extend credit over a period of one year or more) from the date of
the initial creation thereof.

         "TRANSFEREE" shall have the meaning assigned to such term in Section
2.20(a).



                                      -23-
<PAGE>

         "TYPE" shall have the meaning assigned to such term in Section 1.03.

         "UK SUBSIDIARY" shall mean R&M UK or any other Wholly Owned Subsidiary
of the Borrower organized and existing under the laws of England.

         "U.S. DOLLAR BORROWING" shall mean a Borrowing consisting of U.S.
Dollar Revolving Loans.

         "U.S. DOLLAR REVOLVING LOAN" shall have the meaning assigned to such
term in Section 2.03(a).

         "UNRESTRICTED SUBSIDIARY" shall mean any Subsidiary other than a
Restricted Subsidiary.

         "VOTING STOCK" shall have the meaning assigned to such term in the
definition of "Change of Control".

         "WHOLLY OWNED SUBSIDIARY" shall mean, at any time, any Subsidiary, all
of the Capital Stock of which is at such time directly or indirectly owned by
the Borrower.

         SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Amended Agreement unless the context shall otherwise require. Unless
otherwise expressly provided herein, all terms of an accounting or financial
nature used herein shall be interpreted in accordance with GAAP, as in effect
from time to time; PROVIDED, THAT, for purposes of (a) making any calculation
contemplated by the provisions of Article II and (b) determining compliance with
any covenant set forth in Article VI, such terms shall be construed in
accordance with GAAP as in effect on the date of this Amended Agreement applied
on a basis consistent with the application used in preparing the audited
financial statements of the Borrower referred to in Section 3.05.

         SECTION 1.03. TYPES OF BORROWINGS. The term "Borrowing" refers to the
portion of the aggregate principal amount of Loans of any Class outstanding
hereunder which bears interest of a specific Type and for a specific Interest
Period pursuant to a notice of Borrowing pursuant to Section 2.04. Each Lender's
ratable share of each Borrowing is referred to herein as a separate "Loan".
Borrowings and Loans hereunder are distinguished by "Class" and "Type". The
"Class" of a Loan or of a Commitment to make such a Loan or of a Borrowing
comprising such Loans refers to whether such Loan is a Revolving Loan or a
Swingline Loan. The "Type" of a Loan refers to whether a Revolving Loan is an
ABR Loan or a LIBOR Loan. Borrowings and Loans may (but need not) be identified
both by Class and Type "E.G. a "LIBOR Revolving Loan" is a Loan which is both a
Revolving Loan and a LIBOR Loan).



                                      -24-
<PAGE>

                                   ARTICLE II

                                   THE CREDITS

         SECTION 2.01. REVOLVING CREDIT FACILITY. The Lenders hereby establish
in favor of the Borrower a revolving credit facility consisting of Revolving
Loans, Swingline Loans and Letters of Credit on the terms and conditions set
forth in this Amended Agreement.

         SECTION 2.02. COMMITMENT TO MAKE LOANS.

                  (a) Subject to the terms and conditions and relying upon the
         representations and warranties herein set forth, each Lender agrees,
         severally and not jointly, to make Revolving Loans to the Borrower, at
         any time and from time to time during the Revolving Credit Availability
         Period, in an aggregate principal amount at any one time outstanding
         not to exceed the excess, if any, of such Lender's Revolving Credit
         Commitment set forth opposite its name on Schedule 2.02(a) (as the same
         may be reduced or increased from time to time pursuant to the terms
         hereof) over its Applicable Percentage of the sum of the Dollar Amount
         of outstanding and unpaid Revolving Loans at such time, PLUS the Dollar
         Amount of its Letter of Credit Exposure at such time, PLUS its
         Swingline Exposure at such time; PROVIDED, THAT, (i) the aggregate
         outstanding principal Dollar Amount of Foreign Currency Revolving Loans
         together with the aggregate Dollar Amount of Letter of Credit Exposure
         in respect of Foreign Letters of Credit shall not exceed $125,000,000
         at any time, (ii) the aggregate principal Dollar Amount of Letter of
         Credit Exposure shall not exceed the limits applicable thereto as set
         forth in Section 2.23, (iii) the aggregate outstanding principal amount
         of Swingline Loans shall not exceed the limits set forth in Section
         2.02(c) and (iv) the Aggregate Outstanding Credit Exposure shall not
         exceed the Net Aggregate Commitment.

                  (b) The Borrower may borrow, pay or prepay and reborrow
         Revolving Loans during the Revolving Credit Availability Period, within
         the limits set forth in Section 2.02(a) and upon the other terms and
         subject to the other conditions and limitations set forth herein.

                  (c) Subject to the terms and conditions and relying on the
         representations and warranties herein set forth, the Swingline Lender
         agrees to make loans to the Borrower, from time to time during the
         Revolving Credit Availability Period, in an aggregate principal amount
         at any one time outstanding not to exceed the lesser of (i) $10,000,000
         and (ii) the excess, if any, of Net Aggregate Commitment at such time
         over the Aggregate Outstanding Credit Exposure at such time. Each
         Swingline Loan shall be in a principal amount that is an integral
         multiple of $100,000.

         SECTION 2.03. LOANS.

                  (a) Each Loan (other than Swingline Loans) shall be made as
         part of a Borrowing consisting of Loans made by the Lenders ratably in
         accordance with their respective Revolving Credit Commitments based on
         their Applicable Percentage; PROVIDED, THAT, the failure of any Lender
         to make any Loan shall not in itself relieve any




                                      -25-
<PAGE>

         other Lender of its obligation to lend hereunder (it being understood,
         however, that no Lender shall be responsible for the failure of any
         other Lender to make any Loan required to be made by such other
         Lender). Subject to the terms and conditions contained herein, funds
         advanced by the Lenders pursuant to any Revolving Loan may be in U.S.
         dollars (a "U.S. Dollar Revolving Loan") or a Foreign Currency (a
         "Foreign Currency Revolving Loan"). The Loans comprising any Borrowing
         made in U.S. Dollars (other than a Borrowing comprised of Swingline
         Loans) shall be in an aggregate principal amount which is (i) an
         integral multiple of $100,000 and not less than $500,000 in the case of
         LIBOR Loans and (ii) an integral multiple of $100,000 in the case of
         ABR Loans. Each Borrowing consisting of Foreign Currency Revolving
         Loans shall be in a minimum aggregate principal Dollar Amount equal to
         the applicable Foreign Currency Equivalent of approximately $1,000,000
         and integral multiples of the applicable Foreign Currency Equivalent of
         approximately $500,000 in excess thereof. At no time shall the
         aggregate outstanding principal Dollar Amount of Foreign Currency
         Revolving Loans exceed $125,000,000.

                  (b) A particular Borrowing (other than a Borrowing comprised
         of Swingline Loans) shall consist solely of ABR Loans or LIBOR Loans as
         the Borrower may request pursuant to Section 2.04; PROVIDED, THAT, if
         an Event of Default or Default shall have occurred and be continuing
         (i) the Borrower shall not be entitled to request any LIBOR Loans and
         (ii) no Loans of any Type shall be made unless such Event of Default or
         Default shall have been waived in accordance with Section 9.08(b);
         PROVIDED, THAT, the Administrative Agent shall not be deemed liable to
         the Lenders for disbursing Loan proceeds received from a Lender if the
         Administrative Agent had no knowledge of the existence of a Default or
         Event of Default. Each Lender may at its option fulfill its Commitment
         with respect to any LIBOR Loan by causing any domestic or foreign
         branch or Affiliate of such Lender to make such Loan; PROVIDED, THAT,
         any exercise of such option shall not affect the obligation of the
         Borrower to repay such Loan in accordance with the terms of this
         Amended Agreement and any applicable Note. Borrowings of more than one
         Type and LIBOR Loans bearing interest for more than one specific
         Interest Period may be outstanding at the same time; PROVIDED, THAT,
         the Borrower shall not be entitled to request any Borrowing or any
         continuation or conversion thereof which, if made, would result in an
         aggregate of more than ten separate LIBOR Loans of any Lender being
         outstanding hereunder at any one time. For purposes of the foregoing,
         Loans having different Interest Periods, regardless of whether they
         commence on the same date, shall be considered separate Loans.

                  (c) All Swingline Loans shall be ABR Loans. No Swingline Loan
         shall be a LIBOR Loan.

                  (d) (i) Subject to Section 2.03(h), each Lender shall make
         each U.S. Dollar Revolving Loan to be made by it hereunder on the
         proposed date thereof by wire transfer of immediately available funds
         to the Administrative Agent in Chicago, Illinois, not later than 4:00
         p.m., Eastern Standard Time, and the Administrative Agent shall by 6:00
         p.m., Eastern Standard Time, credit or wire transfer the amounts so
         received to an account in the name of the Borrower maintained with the
         Administrative Agent or, if a Borrowing



                                      -26-
<PAGE>

         shall not occur on such date because any condition precedent herein
         specified shall not have been met, return the amounts so received to
         the respective Lenders.

                           (ii) Subject to Section 2.03(h), each Lender shall
                  make each Foreign Currency Revolving Loan to be made by it
                  hereunder on the proposed date thereof by wire transfer of
                  immediately available funds to the Administrative Agent by
                  1:00 p.m., local time in the place where such deposit is
                  required to be made pursuant to Section 2.19, for payments by
                  the Borrower, of same day funds in the applicable Foreign
                  Currency. Such deposit will be made to such accounts in the
                  primary market for such Foreign Currencies as the
                  Administrative Agent shall specify from time to time by notice
                  to the Lenders. To the extent funds are received from the
                  Lenders, the Administrative Agent shall promptly make such
                  funds available by wire transfer to such accounts as the
                  Borrower shall have specified to the Administrative Agent. If
                  Foreign Currency Revolving Loans shall not occur on such date
                  because any condition precedent herein specified shall not
                  have been met, the Administrative Agent shall return the
                  amounts received from Lenders in accordance with this
                  paragraph to the respective Lenders.

                  (e) If the Administrative Agent has not received from the
         Borrower the payment required by Section 2.23(g) by 2:00 p.m., Eastern
         Standard Time, on the date of notice from the Issuing Bank that payment
         of a draft presented under any Letter of Credit has been or will be
         made, as provided in Section 2.23(g), the Administrative Agent will
         promptly notify the Issuing Bank and each Lender of the Letter of
         Credit Disbursement and the currency in which such disbursement is
         denominated and, in the case of each Lender, its pro rata portion of
         such Letter of Credit Disbursement. Not later than 2:00 p.m., Eastern
         Standard Time, on the next Business Day, each Lender shall make
         available its pro rata share (based on such Lender's Applicable
         Percentage) of such Letter of Credit Disbursement in the currency of
         such disbursement, in funds immediately available in Chicago, Illinois,
         to the Administrative Agent at its address set forth in Section 9.01,
         and the Administrative Agent will promptly make such funds available to
         the Issuing Bank. The Administrative Agent will promptly remit to each
         Lender that shall have made such funds available its pro rata portion
         (based on such Lender's Applicable Percentage) of any amounts
         subsequently received by the Administrative Agent from the Borrower in
         respect of such Letter of Credit Disbursement in the currency in which
         it was received.

                  (f) Unless the Administrative Agent shall have received notice
         from a Lender prior to the date of any Borrowing, or prior to the time
         of any required payment by any Lender in respect of a Letter of Credit
         Disbursement, that such Lender will not make available to the
         Administrative Agent such Lender's portion of such Borrowing or
         payment, the Administrative Agent may assume that such Lender has made
         such portion available to the Administrative Agent on the date of such
         Borrowing or payment in accordance with Section 2.03(a), and the
         Administrative Agent may, in reliance upon such assumption, make
         available to the Borrower or the Issuing Bank, as the case may be, on
         such date a corresponding amount. If and to the extent that such Lender
         shall not have made such portion available to the Administrative Agent,
         such Lender and the Borrower severally agree to repay to the
         Administrative Agent forthwith on demand such



                                      -27-
<PAGE>

         corresponding amount (or in the case of any Foreign Currency Loan, the
         Dollar Equivalent thereof) together with interest thereon, for each day
         from the date such amount is made available to the Borrower or the
         Issuing Bank (or, if the Administrative Agent and the Issuing Bank are
         the same person, from the date of such payment in respect of a Letter
         of Credit Disbursement), as applicable, until the date such amount is
         repaid to the Administrative Agent at, (i) in the case of the Borrower,
         the interest rate applicable thereto pursuant to Section 2.07 or
         2.23(g), as applicable, and (ii) in the case of such Lender, the
         Federal Funds Effective Rate. If such Lender shall repay to the
         Administrative Agent such corresponding amount in respect of a
         Borrowing, such amount shall constitute such Lender's Loan as part of
         such Borrowing for purposes of this Amended Agreement.

                  (g) Notwithstanding any other provision of this Amended
         Agreement, the Borrower shall not be entitled to request any Eurodollar
         Borrowing if the Interest Period requested with respect thereto would
         end after the Revolving Credit Maturity Date. Any Revolving Credit
         Borrowing which cannot be refinanced as a Eurodollar Borrowing by
         reason of the preceding sentence shall be automatically converted at
         the end of the Interest Period in effect for such Borrowing into an ABR
         Borrowing.

                  (h) The Borrower may refinance all or any part of any
         Revolving Credit Borrowing with a Revolving Credit Borrowing of the
         same or a different Type, upon the terms and subject to the conditions
         and limitations set forth in this Amended Agreement. Any Revolving
         Credit Borrowing or part thereof so refinanced shall be deemed for all
         purposes to be simultaneously repaid or prepaid in accordance with
         Section 2.05 or 2.13, as applicable, with the proceeds of a new
         Revolving Credit Borrowing and the proceeds of such new Revolving
         Credit Borrowing (to the extent they do not exceed the principal amount
         of the Borrowing being refinanced) shall not be paid by the Lenders to
         the Administrative Agent or by the Administrative Agent to the Borrower
         pursuant to Section 2.03(d).

         SECTION 2.04. NOTICE OF BORROWINGS.

                  (a) U.S. DOLLAR BORROWINGS. In order to request a Borrowing
         (other than a Swingline Loan) consisting of U.S. Dollar Revolving
         Loans, the Borrower shall give the Administrative Agent written or
         telecopy notice (or telephone notice promptly confirmed in writing or
         by telecopy) (a) in the case of a Eurodollar Borrowing, not later than
         12:00 noon, Eastern Standard Time, three Business Days before a
         proposed Borrowing and (b) in the case of an ABR Borrowing, not later
         than 12:00 noon, Eastern Standard Time, on the Business Day of a
         proposed Borrowing. Any such notice of Borrowing shall be irrevocable,
         shall be substantially in the form of Exhibit H-1 hereto and shall in
         each case refer to this Amended Agreement and specify (i) whether the
         Borrowing then being requested is to be a Eurodollar Borrowing or an
         ABR Borrowing; (ii) the date of such Borrowing (which shall be a
         Business Day) and the amount thereof; and (iii) if such Borrowing is to
         be a Eurodollar Borrowing, the Interest Period with respect thereto. If
         no election as to the Type of Borrowing is specified in any such
         notice, then the requested Borrowing shall be an ABR Borrowing. If no
         Interest Period with respect to any Eurodollar Borrowing is specified
         in any such notice, then the Borrower shall be deemed



                                      -28-
<PAGE>

         to have selected an Interest Period of one month's duration. If the
         Borrower shall not have given notice in accordance with this Section
         2.04(a) of its election to refinance a Revolving Credit Borrowing prior
         to the end of the Interest Period in effect for such Borrowing, then
         the Borrower shall (unless such Borrowing is repaid at the end of such
         Interest Period) be deemed to have given notice of an election to
         refinance such Borrowing with an ABR Borrowing. The Administrative
         Agent shall promptly, but no later than 2:00 p.m. Eastern Standard
         Time, on the day it receives a notice hereunder from the Borrower,
         advise the applicable Lenders of any notice given pursuant to this
         Section 2.04(a) and of each Lender's portion of the requested
         Borrowing.

                  (b) FOREIGN CURRENCY BORROWINGS. In order to request a
         Borrowing consisting of Foreign Currency Revolving Loans, the Borrower
         shall give the Administrative Agent written or telecopy notice (or
         telephone notice promptly confirmed in writing or by telecopy), not
         later than 12:00 noon, Eastern Standard Time, four Business Days before
         a proposed Borrowing. Any such notice of Borrowing shall be irrevocable
         and shall be substantially in the form of Exhibit H-2 hereto and shall
         in each case refer to this Amended Agreement and specify (i) that a
         Borrowing consisting of Foreign Currency Revolving Loans is requested,
         (ii) the date of the requested Borrowing (which shall be a Business
         Day), (iii) the requested Foreign Currency, (iv) the aggregate
         principal amount requested to be borrowed and (v) the Interest
         Period(s) therefor. If the Borrower shall fail to specify in any such
         notice of Borrowing an applicable Interest Period, then such notice
         shall be deemed to be a request for an Interest Period of one month.
         The Administrative Agent shall give notice to each Lender promptly upon
         receipt of each such Notice of Borrowing pursuant to this Section
         2.04(b), the contents thereof and the amount equal to each such
         Lender's Revolving Credit Commitment of the Borrowing to be made
         pursuant thereto.

         SECTION 2.05. NOTELESS AGREEMENT; REPAYMENT OF LOANS.

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

                  (b) The Administrative Agent shall maintain accounts in which
         it will record (i) the amount of each Loan made hereunder, the
         applicable currency and Type thereof and the Interest Period with
         respect thereto, (ii) the amount of any principal or interest due and
         payable or to become due and payable from the Borrower to each Lender
         hereunder, (iii) the original stated amount of each Letter of Credit
         and (iv) the amount of Letter of Credit Exposure outstanding at any
         time, and the amount of any sum received by the Administrative Agent
         hereunder from the Borrower and each Lender's share thereof.

                  (c) The entries maintained in the accounts maintained pursuant
         to paragraphs (a) and (b) above shall be prima facie evidence of the
         existence and amounts of the Obligations therein recorded; provided,
         that the failure of the Administrative Agent



                                      -29-
<PAGE>

         or any Lender to maintain such accounts or any error therein shall not
         in any manner affect the obligation of the Borrower to repay the
         Obligations in accordance with their terms.

                  (d) Any Lender may request that its Loans be evidenced by a
         Revolving Credit Note. In such event, the Borrower shall prepare,
         execute and deliver to such Lender a Note payable to the order of such
         Lender in the form of Exhibit A-1 hereto. Thereafter, the Loans
         evidenced by such Revolving Credit Note and interest thereon shall at
         all times (including after any assignment pursuant to Section 9.04) be
         represented by one or more Notes payable to the order of the payee
         named therein or any assignee pursuant to Section 9.04, except to the
         extent that any such Lender or assignee subsequently returns any such
         Note for cancellation and requests that such Loans once again be
         evidenced as described in paragraphs (a) and (b) above.

                  (e) The Swingline Loans made by the Swingline Lender shall, if
         so requested by the Swingline Lender, be evidenced by a Swingline Note,
         duly executed and delivered on behalf of the Borrower, substantially in
         the form attached hereto as Exhibit A-2, with the blanks appropriately
         filled, payable to the order of the Swingline Lender in a principal
         amount equal to the Swingline Commitment. The Swingline Lender shall,
         and is hereby authorized by the Borrower to, endorse on the schedule
         attached to the Swingline Note (or on a continuation of such schedule
         attached to the Swingline Note and made a part thereof), or otherwise
         to record in the Swingline Lender's internal records, an appropriate
         notation evidencing the date and amount of each applicable Swingline
         Loan from the Swingline Lender, each payment and prepayment of
         principal of any Swingline Loan, each payment of interest on any such
         Loan and the other information provided for on such schedule; PROVIDED,
         THAT, the failure of the Swingline Lender to make such a notation or
         any error therein shall not affect the obligation of the Borrower to
         repay the Swingline Loans made by the Swingline Lender in accordance
         with the terms of this Amended Agreement and the Swingline Note.

                  (f) The outstanding principal balance of each Revolving Loan
         shall be payable on the last day of the Interest Period applicable to
         such Revolving Loan and on the Revolving Credit Maturity Date and shall
         bear interest as set forth in Section 2.07. All principal of, and
         interest on, all Loans shall be paid or repaid, as the case may be, in
         the applicable currency in which such Loan was made.

                  (g) The outstanding principal balance of each Swingline Loan
         shall be payable on the last day of the Interest Period applicable to
         such Swingline Loan and on the Revolving Credit Maturity Date and shall
         bear interest as set forth in Section 2.07.

         SECTION 2.06. FEES.

                  (a) The Borrower shall pay to the Administrative Agent for the
         account of each Lender, on the last day of March, June, September and
         December in each year and on the date on which the Revolving Credit
         Commitment of such Lender shall expire or be terminated as provided
         herein, a facility fee (a "FACILITY FEE") at a per annum rate equal to
         the Applicable Facility Fee Rate on the total Revolving Credit
         Commitment (as the same may be reduced from time to time pursuant to
         Section 2.10) of such Lender during the



                                      -30-
<PAGE>

         preceding quarter (or shorter period commencing with the Effective Date
         or ending with the date on which the Revolving Credit Commitment of
         such Lender shall be terminated). All Facility Fees shall be computed
         on the basis of the actual number of days elapsed in a year of 360
         days. The Facility Fees due to each Lender shall commence to accrue on
         the Effective Date and cease to accrue on the date on which the
         Revolving Credit Commitment of such Lender shall be terminated as
         provided herein.

                  (b) The Borrower shall pay to the Administrative Agent (i) for
         the account of each Lender, in arrears on the last day of March, June,
         September and December of each year and on the date on which the
         Revolving Credit Commitment of such Lender shall expire or be
         terminated as provided herein, a letter of credit fee (a "LETTER OF
         CREDIT FEE") equal to (A) such Lender's Applicable Percentage of the
         Dollar Amount of the average daily undrawn stated amount of each Letter
         of Credit (such Dollar Amount for any given day, in the case of Foreign
         Currency Letters of Credit, to be determined by reference to the
         exchange rate most recently used by the Administrative Agent in
         determining the Dollar Amount of such Letter of Credit) multiplied by
         (B) a per annum rate equal to the Applicable LC Fee Rate in effect from
         time to time during such period, and (ii) with regard to all Letters of
         Credit, for the account of the applicable Issuing Bank, in arrears on
         the last day of March, June, September and December of each year, a
         fronting fee (the " FRONTING FEE") of 0.125% per annum on the Dollar
         Amount of the average daily undrawn stated amount of each Letter of
         Credit (such Dollar Amount for any given day, in the case of Foreign
         Currency Letters of Credit, to be determined by reference to the
         exchange rate most recently used by the Administrative Agent in
         determining the Dollar Amount of such Letter of Credit) and any other
         customary fees of the applicable Issuing Bank charged in connection
         with the issuance, amendment or transfer of any Letter of Credit or any
         Letter of Credit Disbursement by such Issuing Bank.

                  (c) The Borrower agrees to pay to the Administrative Agent,
         for its own account, the fees set forth in the Fee Letter dated October
         2, 2001 among BOCM, the Administrative Agent and the Borrower and in
         the applicable provisions of the Commitment Letter dated such date
         among such parties (together, the "FEE LETTER") in the amounts and on
         the dates provided in the Fee Letter. Such fees shall be in addition to
         reimbursement of the Administrative Agent's reasonable out-of-pocket
         expenses.

                  (d) All Fees shall be paid on the dates due immediately
         available funds. Once paid, none of the Fees shall be refundable under
         any circumstances (absent manifest error).

         SECTION 2.07. INTEREST ON LOANS.

                  (a) Subject to the provisions of Section 2.08, each Revolving
         Loan and each Swingline Loan comprising an ABR Borrowing shall bear
         interest for each day from the date such Loan is made until it is paid
         in full (computed on the basis of the actual number of days elapsed
         over a year of 365 or 366 days, as the case may be when determined by
         reference to the Prime Rate and over a year of 360 days at all other
         times) at a rate per annum equal to the Alternate Base Rate plus the
         Applicable Margin. So long as any




                                      -31-
<PAGE>

         ABR Borrowing is outstanding, the Administrative Agent shall promptly
         notify the Borrower of any change in the Prime Rate.

                  (b) Subject to the provisions of Section 2.08, each Revolving
         Loan comprising a Eurodollar Borrowing shall bear interest for each day
         from the date such Loan is made until it is paid in full (computed on
         the basis of the actual number of days elapsed over a year of 360 days)
         at a rate per annum equal to the Adjusted LIBO Rate for the Interest
         Period in effect for such Borrowing, plus the Applicable LIBOR Margin
         in effect from time to time for such Class of Loan.

                  (c) Interest on each Loan shall be payable on the Interest
         Payment Dates applicable to such Loan, except as otherwise provided in
         this Amended Agreement. The applicable Alternate Base Rate or Adjusted
         LIBO Rate for each Interest Period or day within an Interest Period, as
         the case may be, shall be determined by the Administrative Agent in
         good faith, and such determination shall be conclusive absent manifest
         error.

         SECTION 2.08. DEFAULT INTEREST. If and for so long as any Event of
Default shall have occurred and be continuing, interest shall accrue, to the
extent permitted by applicable law, on the outstanding amount of all Obligations
during the period from (and including) the date of such Event of Default to (but
not including) the date of actual payment (after as well as before judgment) at
(a) in the case of principal of or interest on any Loan, the rate per annum
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when determined by reference to the Prime Rate
and over a year of 360 days at all other times) applicable to such Loan during
such period pursuant to Section 2.07, plus 2.00% or (b) in the case of any other
amount, a rate per annum (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be, when determined by
reference to the Prime Rate and over a year of 360 days at all other times)
equal to the rate applicable to ABR Loans during such period pursuant to Section
2.07, plus 2.00%. The Borrower shall pay all such accrued but unpaid interest
from time to time upon demand.

         SECTION 2.09. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
reasonably determined that deposits in the principal amounts in the relevant
currency of the Loans comprising such Borrowing are not generally available in
the applicable interbank market, or that the rates at which such deposits are
being offered will not adequately and fairly reflect the cost to the Lenders of
making or maintaining LIBOR Loans during such Interest Period, or that
reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written or
telecopy notice of such determination to the Borrower and the Lenders. In the
event of any such determination, any request by the Borrower for a Eurodollar
Borrowing pursuant to Section 2.04 or 2.11 shall, until the Administrative Agent
shall have advised the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, be deemed to be a request for an ABR
Borrowing. Each determination by the Administrative Agent hereunder shall be
conclusive absent manifest error.



                                      -32-
<PAGE>

         SECTION 2.10. TERMINATION AND REDUCTION OF COMMITMENTS; INCREASE OF
COMMITMENTS.

                  (a) The Revolving Credit Commitments and the Swingline
         Commitment shall be automatically terminated at 5:00 p.m., Eastern
         Standard Time, on the Revolving Credit Maturity Date.

                  (b) Upon at least five Business Days' prior irrevocable
         written or telecopy notice to the Administrative Agent, the Borrower
         may at any time in whole permanently terminate, or in part permanently
         reduce, the Revolving Credit Commitments; PROVIDED, THAT, (i) each
         partial reduction of the Revolving Credit Commitments shall be in a
         minimum aggregate principal amount which is an integral multiple of
         $500,000 and not less than $1,000,000, and (ii) the aggregate of
         Revolving Credit Commitments shall not be reduced to an amount that is
         less than the Dollar Amount of all aggregate Letter of Credit Exposure
         at that time.

                  (c) On the date of each mandatory payment or prepayment of
         Loans (or provision of cash collateral in respect of outstanding
         Letters of Credit) in accordance with Sections 2.12(b) or (c), the
         Revolving Credit Commitments shall be permanently reduced by an
         aggregate amount equal to the amount of such required payment or
         prepayment (or provision of cash collateral) until such time as the
         Aggregate Commitment is $125,000,000 or less.

                  (d) Each reduction in the Revolving Credit Commitments shall
         be made ratably among the Lenders in accordance with their respective
         Revolving Credit Commitments and each such reduction shall
         proportionately reduce the Swingline Commitment. The Borrower shall pay
         to the Administrative Agent for the account of the Lenders, on the date
         of each termination or reduction of the Revolving Credit Commitments,
         the Facility Fees on the amount of the Revolving Credit Commitments so
         terminated or reduced accrued to the date of such termination or
         reduction.

                  (e) To the extent that the Aggregate Commitment on the
         Effective Date is less than $200,000,000 (the amount of any such
         shortfall being the "SHORTFALL AMOUNT"), the Borrower may, at its
         option, on up to two occasions, seek to increase the Aggregate
         Commitment by up to the Shortfall Amount (resulting in a maximum
         Aggregate Commitment of $200,000,000) upon at least three (3) Business
         Days' prior written notice to the Administrative Agent, which notice
         shall specify the amount of any such increase, shall be delivered at a
         time when no Default or Event of Default has occurred and is continuing
         and may not be delivered if the Borrower has previously terminated a
         portion of the Revolving Credit Commitment pursuant to Section 2.10(b)
         hereof. The Borrower may, after giving such notice, offer the increase
         (which may be declined by any Lender in its sole discretion) in the
         Aggregate Commitment on either a ratable basis to the Lenders or on a
         non pro-rata basis to one or more Lenders and/or to other lenders or
         entities reasonably acceptable to the Administrative Agent. No increase
         in the Aggregate Commitment shall become effective until the existing
         or new Lenders extending incremental Revolving Credit Commitment
         amounts and the Borrower shall have delivered to the Administrative
         Agent a document in form reasonably satisfactory to the



                                      -33-
<PAGE>

         Administrative Agent pursuant to which any such existing Lender states
         the amount of its Revolving Credit Commitment increase, any such new
         Lender states its Revolving Credit Commitment amount and agrees to
         assume and accept the obligations and rights of a Lender hereunder and
         the Borrower accepts such incremental Revolving Credit Commitments. The
         Lenders (new or existing) shall accept an assignment from the existing
         Lenders, and the existing Lenders shall make an assignment to the new
         or existing Lender accepting a new or increased Revolving Credit
         Commitment, of an interest in then outstanding extensions of credit
         hereunder such that, after giving effect thereto, all credit exposure
         hereunder (other than Swingline Loans as to which no participation
         notice pursuant to Section 2.22(c) has been delivered) is held
         (directly or indirectly) ratably by the Lenders in proportion to their
         respective Revolving Credit Commitments. Assignments pursuant to the
         preceding sentence shall be made in exchange for the principal amount
         assigned plus accrued and unpaid interest and Facility Fees and Letter
         of Credit Fees. The Borrower shall make any payments under SECTION 2.16
         resulting from such assignments. Any such increase of the Aggregate
         Commitment shall be subject to receipt by the Administrative Agent from
         the Borrower of such supplemental opinions, resolutions, certificates
         and other documents as the Administrative Agent may reasonably request.

         SECTION 2.11. CONVERSION AND CONTINUATION OPTIONS. Except with respect
to Borrowings comprised of Swingline Loans, as to which this Section 2.11 shall
not apply, the Borrower shall have the right at any time upon prior irrevocable
notice to the Administrative Agent (a) not later than 12:00 noon, Eastern
Standard Time, on the day of conversion, to convert any Eurodollar Borrowing
(other than a Foreign Currency Revolving Loan) into an ABR Borrowing, (b) not
later than 12:00 noon, Eastern Standard Time, three Business Days prior to
conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing (other than a Foreign Currency
Revolving Loan) as a Eurodollar Borrowing for an additional Interest Period, (c)
not later than 12:00 noon, Eastern Standard Time, three Business Days prior to
conversion, to convert the Interest Period with respect to any Eurodollar
Borrowing (other than a Foreign Currency Revolving Loan) to another permissible
Interest Period and (d) not later than 12:00 noon, Eastern Standard Time, four
Business Days prior to conversion or continuation, to convert the Interest
Period with respect to any Foreign Currency Revolving Loan to another
permissible Interest Period or to continue any Foreign Currency Revolving Loan
as a Foreign Currency Revolving Loan for an additional Interest Period, subject
in each case to the following:

                           (i) each conversion or continuation shall be made pro
                  rata among the Lenders in accordance with the respective
                  principal amounts of the Loans comprising the converted or
                  continued Borrowing;

                           (ii) the aggregate principal amount of such Borrowing
                  converted into or continued as (A) a Eurodollar Borrowing in
                  dollars, shall be an integral multiple of $100,000 and not
                  less than $500,000, (B) a Eurodollar Borrowing in a Foreign
                  Currency shall be an integral multiple of the applicable
                  Foreign Currency Equivalent of approximately $500,000 and not
                  less than the applicable Foreign Currency Equivalent of
                  approximately $1,000,000, or (C) an, ABR Borrowing,


                                      -34-
<PAGE>

                  shall be the lesser of (I) the remaining outstanding principal
                  amount of such Borrowing and (II) an integral multiple of
                  $100,000;

                           (iii) each conversion or continuation shall be
                  effected by each Lender by applying the proceeds of the new
                  Loan of such Lender resulting from such conversion or
                  continuation to the Loan (or portion thereof) of such Lender
                  being converted or continued;

                           (iv) accrued interest on a LIBOR Loan (or portion
                  thereof) being converted or continued shall be paid by the
                  Borrower at the time of conversion;

                           (v) if any Eurodollar Borrowing is converted or
                  continued at a time other than the end of the Interest Period
                  applicable thereto, the Borrower shall pay, upon demand, any
                  amounts due to the Lenders pursuant to Section 2.16;

                           (vi) any portion of a Borrowing maturing or required
                  to be repaid in less than one month may not be converted into
                  or continued as a Eurodollar Borrowing;

                           (vii) any portion of a Eurodollar Borrowing (other
                  than a Eurodollar Borrowing in a Foreign Currency) which
                  cannot be converted into or continued as a Eurodollar
                  Borrowing by reason of clause (vi) above shall be
                  automatically converted at the end of the Interest Period in
                  effect for such Borrowing into an ABR Borrowing;

                           (viii) Foreign Currency Revolving Loans may not be
                  converted into ABR Loans pursuant to this Section 2.11; and

                           (ix) Foreign Currency Loans in a particular Foreign
                  Currency may not be converted into or continued as Foreign
                  Currency Loans of any other Foreign Currency pursuant this
                  Section 2.11.

         Each notice pursuant to this Section 2.11 shall be irrevocable, shall
be in substantially the form of Exhibit H-1 hereto or, if the request involves a
Foreign Currency Revolving Loan, Exhibit H-2 hereto, and shall in each case
refer to this Amended Agreement and specify (I) the principal amount, the Class,
the Type and, in the case of a Eurodollar Borrowing, the Interest Period of the
Borrowing that the Borrower requests be converted or continued, (II) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (III) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (IV) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the other Lenders of any notice
given pursuant to this Section 2.11 and of each Lender's portion of any
converted or continued Borrowing. If the Borrower shall not have given notice in
accordance with this Section 2.11 to continue any Borrowing into a subsequent
Interest Period (and shall not otherwise have given notice in accordance with
this Section 2.11 to convert such Borrowing), such Borrowing shall, at the end
of the Interest Period applicable thereto

                                      -35-
<PAGE>

(unless repaid pursuant to the terms hereof), automatically be continued into a
new Interest Period as an ABR Borrowing, unless such Borrowing is a Foreign
Currency Borrowing, in which case such Borrowing shall be automatically
continued as a Foreign Currency Borrowing in the same Foreign Currency for an
Interest Period of one month.

         SECTION 2.12. MANDATORY REPAYMENTS AND PREPAYMENTS.

                  (a) On the Revolving Credit Maturity Date, all Revolving
         Credit Borrowings and all Swingline Borrowings shall be due and payable
         to the extent not previously paid and all Letter of Credit Exposure (if
         any) shall be terminated or cash collateralized in a manner
         satisfactory to the Administrative Agent.

                  (b) In the event and on each occasion that a Prepayment Event
         occurs, the Borrower shall give to the Administrative Agent written or
         telecopy notice of such event, the amount of Net Cash Proceeds expected
         to be received therefrom and the expected schedule for receiving such
         proceeds. On the date of receipt by the Borrower or any Subsidiary of
         Net Cash Proceeds from such Prepayment Event, the Borrower shall prepay
         Loans in an aggregate principal amount equal to the lesser of (x) 100%
         of such Net Cash Proceeds received and (y) the amount of Net Cash
         Proceeds required to reduce the Commitments (as contemplated by Section
         2.10(c)) to, but not below, $125,000,000; PROVIDED, THAT in the case of
         an Asset Sale, (i) no such prepayment shall be required unless the
         aggregate amount of Net Cash Proceeds received from such Asset Sale and
         all other Asset Sales occurring during the same Fiscal Year of the
         Borrower equals or exceeds $5,000,000 and the Borrower or any of its
         Subsidiaries fail to reinvest such Net Cash Proceeds to purchase
         operating assets within 180 days of receipt by the Borrower or any of
         its Subsidiaries thereof and (ii) any such receipt of Net Cash Proceeds
         that would otherwise result in prepayment of a lesser amount under this
         subparagraph (c) shall cumulate until the aggregate amount of such Net
         Cash Proceeds received and not yet applied equals or exceeds
         $5,000,000, at which time such prepayment shall be made.

                  (c) In the event and on each occasion that the sum of (i) the
         aggregate outstanding principal Dollar Amount of Revolving Loans, (ii)
         the aggregate Dollar Amount of all Letter of Credit Exposure, and (iii)
         the aggregate Swingline Exposure (collectively, the "REVOLVING LOAN
         EXPOSURE") exceeds the Net Aggregate Commitment at such time, the
         Borrower shall immediately prepay Revolving Loans such that the
         aggregate Dollar Amount of all Revolving Loan Exposure is equal to or
         less than the Net Aggregate Commitment. In addition, on the last day of
         each calendar month, or on any other Determination Date, the Borrower
         shall pay or prepay outstanding Foreign Currency Revolving Loans to the
         extent, if necessary, so that (i) the Dollar Amount (determined as of
         such date) of all aggregate Revolving Credit Exposure is equal to or
         less than the Net Aggregate Commitment at that time and (ii) the Dollar
         Amount of the aggregate outstanding principal amount of such Foreign
         Currency Loans together with the Dollar Amount of the outstanding
         Letter of Credit Exposure in respect of Foreign Currency Letters of
         Credit shall not exceed $125,000,000. In addition, in the event that on
         the last day of any calendar month or on any other Determination Date,
         the Dollar Amount of the Foreign Currency Letter of Credit Exposure
         resulting from the Bank One Foreign Currency Letters of Credit exceeds
         $50,000,000, then the Borrower shall cash




                                      -36-
<PAGE>


         collateralize Foreign Currency Letter of Credit Exposure resulting from
         the Bank One Foreign Currency Letters of Credit (in each instance, in
         dollars or in a Foreign Currency reasonably required by the Issuing
         Bank) to the extent, if necessary, so that (i) the Dollar Amount
         (determined as of such date) of all aggregate Revolving Loan Exposure
         is equal to or less than the Net Aggregate Commitment at that time and
         (ii) the Dollar Amount (determined as of such date) of all Foreign
         Currency Letter of Credit Exposure resulting from the Bank One Foreign
         Currency Letters of Credit is equal to or less than $50,000,000 (and
         thereupon such cash shall be deemed to reduce the Letter of Credit
         Exposure for purposes of this Section 2.12(c)). In the event that on
         the last day of any calendar month or on any other Determination Date,
         the Dollar Amount of the aggregate Letter of Credit Exposure resulting
         from Letters of Credit issued in dollars and Other Foreign Currency
         Letters of Credit, exceeds $75,000,000, then the Borrower shall cash
         collateralize such Letter of Credit Exposure (in each instance, in
         dollars or in a Foreign Currency reasonably required by the
         Administrative Agent) to the extent, if necessary, so that (i) the
         Dollar Amount (determined as of such date) of all aggregate Revolving
         Loan Exposure is equal to or less than the Net Aggregate Commitment at
         that time and (ii) the Dollar Amount (determined as of such date) of
         all aggregate Letter of Credit Exposure resulting from Letters of
         Credit issued in dollars and Other Foreign Currency Letters of Credit
         is equal to or less than $75,000,000 (and thereupon such cash shall be
         deemed to reduce the Letter of Credit Exposure for purposes of this
         Section 2.12(c)).

                  (d) All mandatory prepayments under Section 2.12(b) or (c)
         shall be applied (to the extent applicable) (i) FIRST, to reduce the
         outstanding principal amount of U.S. Dollar Revolving Loans or Foreign
         Currency Revolving Loans, as the case may be, and (ii) SECOND, to the
         extent that the remaining amount of such prepayment is greater than the
         aggregate principal Dollar Amount of outstanding Loans, to provide cash
         collateral in an amount equal to all such Letter of Credit Exposure
         (the amount to be deposited shall be denominated in the currency or
         currencies of the Letter(s) of Credit then outstanding) (and thereupon
         such cash shall be deemed to reduce the Letter of Credit Exposure for
         purposes of this Section 2.12(d)). Subject to the foregoing provisions,
         any mandatory prepayment of Loans of any Class pursuant to Section
         2.12(b) or (c) shall be applied to prepay all ABR Loans of such Class
         before any LIBOR Loans of such Class are prepaid. All mandatory
         prepayments shall be applied first to Loans in the currency in which
         payment is made by the Borrower.

                  (e) Each payment of Borrowings pursuant to this Section 2.12
         (except partial prepayments of ABR Borrowings) shall be accompanied by
         accrued interest on the principal amount paid to but excluding the date
         of payment. All payments under this Section 2.12 shall be subject to
         Section 2.16, but otherwise shall be without premium or penalty.

         SECTION 2.13. OPTIONAL PREPAYMENTS.

                  (a) Subject to Section 2.13(b), the Borrower shall have the
         right at any time and from time to time to prepay any LIBOR Loans, in
         whole or in part, upon giving prior written or telecopy notice (or
         telephone notice promptly confirmed by written or telecopy notice) to
         the Administrative Agent, at least three Business Days prior to the
         date of



                                      -37-
<PAGE>

         prepayment; PROVIDED, THAT each partial prepayment of LIBOR LOANS shall
         be in a Dollar Amount which is an integral multiple of $500,000 and not
         less than $1,000,000 and a partial prepayment of a Eurodollar Borrowing
         under this Section 2.13(a) shall not be made that would result in the
         remaining aggregate outstanding principal Dollar Amount thereof being
         less than $500,000. Each notice of prepayment shall specify the
         prepayment date, the Class, the Type, the Interest Period of the
         Borrowing to be prepaid and the principal amount thereof to be prepaid,
         shall be irrevocable and shall commit the Borrower to prepay such
         Borrowing by the amount stated therein on the date stated therein.

                  (b) All prepayments under this Section 2.13 shall be subject
         to Section 2.16 but otherwise shall be without premium or penalty. All
         prepayments under this Section 2.13 shall be accompanied by accrued
         interest on the principal amount being prepaid to, but excluding, the
         date of payment.

         SECTION 2.14. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES.

                  (a) Notwithstanding any other provision of this Amended
         Agreement, if after the date of this Amended Agreement any change in
         applicable law or regulation or in the interpretation or administration
         thereof by any Governmental Authority charged with the interpretation
         or administration thereof (whether or not having the force of law)
         shall change the basis of taxation of payments to any Lender or the
         Issuing Bank of the principal of or interest on any LIBOR Loan made by
         such Lender or any Fees or other amounts payable hereunder (other than
         changes in respect of taxes imposed on the overall net income of such
         Lender or the Issuing Bank by the jurisdiction in which such Lender or
         the Issuing Bank has its principal office or by any state of the United
         States or by any political subdivision or taxing authority therein), or
         shall impose, modify or deem applicable any reserve, special deposit or
         similar requirement against assets of, deposits with or for the account
         of or credit extended by any Lender or the Issuing Bank (except any
         such reserve requirement that is reflected in the Adjusted LIBO Rate)
         or shall impose on such Lender or the Issuing Bank or the applicable
         interbank market any other condition affecting this Amended Agreement
         or LIBOR Loans made by such Lender or any Letter of Credit or
         participation therein, and the result of any of the foregoing shall be
         to increase the cost to such Lender or the Issuing Bank of making or
         maintaining any LIBOR Loan or increase the cost to any Lender of
         issuing or maintaining any Letter of Credit or purchasing or
         maintaining a participation therein or to reduce the amount of any sum
         received or receivable by such Lender (or Affiliate or parent thereof
         which fairly allocates any such increase to the Lender) or the Issuing
         Bank hereunder (whether of principal, interest or otherwise) by an
         amount deemed by such Lender or the Issuing Bank to be material, then
         the Borrower will pay to such Lender or the Issuing Bank, as the case
         may be, upon demand such additional amount or amounts as will
         compensate such Lender or the Issuing Bank, as the case may be, for
         such additional costs actually incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank shall have determined
         that the adoption after the date hereof of any law, rule, regulation,
         agreement or guideline regarding capital adequacy, or any change after
         the date hereof in any such law, rule, regulation, agreement





                                      -38-
<PAGE>

         or guideline or in the interpretation or administration thereof by any
         Governmental Authority (including the National Association of Insurance
         Commissioners) charged with the interpretation or administration
         thereof, or compliance by any Lender (or any lending office of such
         Lender) or the Issuing Bank or any Lender's or the Issuing Bank's
         holding company with any request or directive regarding capital
         adequacy (whether or not having the force of law) of any Governmental
         Authority has or would have the effect of reducing the rate of return
         on such Lender's or the Issuing Bank's capital or on the capital of
         such Lender's or the Issuing Bank's holding company, if any, as a
         consequence of this Amended Agreement or the Loans made or
         participations in Letters of Credit purchased by such Lender pursuant
         hereto or the Letters of Credit issued by the Issuing Bank pursuant
         hereto to a level below that which such Lender or the Issuing Bank or
         such Lender's or the Issuing Bank's holding company could have achieved
         but for such applicability, adoption, change or compliance (taking into
         consideration such Lender's or the Issuing Bank's policies and the
         policies of such Lender's or the Issuing Bank's holding company with
         respect to capital adequacy) by an amount deemed by such Lender or the
         Issuing Bank to be material, then, from time to time the Borrower shall
         pay to such Lender or the Issuing Bank, as the case may be, such
         additional amount or amounts as will compensate such Lender or the
         Issuing Bank or such Lender's or the Issuing Bank's holding company for
         any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
         forth the circumstances requiring the payment of compensation, the
         calculations with respect thereto, and the amount or amounts necessary
         to compensate such Lender or the Issuing Bank or its holding company,
         as applicable, as specified in paragraph (a) or (b) above shall be
         delivered to the Borrower and shall be conclusive absent manifest
         error. The Borrower shall pay such Lender or the Issuing Bank the
         amount shown as due on any such certificate delivered by it within 10
         days after its receipt of the same.

                  (d) Failure or delay on the part of any Lender or the Issuing
         Bank to demand compensation for any increased costs or reduction in
         amounts received or receivable or reduction in return on capital shall
         not constitute a waiver of such Lender's or the Issuing Bank's right to
         demand such compensation. The protection of this Section 2.14 shall be
         available to each Lender and the Issuing Bank regardless of any
         possible contention of the invalidity or inapplicability of the law,
         rule, regulation, agreement, guideline or other change or condition
         that shall have occurred or been imposed. In the event any Lender or
         the Issuing Bank ever receives a refund from any applicable
         Governmental Authority of any amount paid by the Borrower on account of
         the provisions of this Section 2.14, the applicable lender or Issuing
         Bank, as the case may be, shall repay those refunded amounts to the
         Borrower.

         SECTION 2.15. CHANGE IN LEGALITY.

                  (a) Notwithstanding any other provision of this Amended
         Agreement, if after the date hereof, (i) any change in any law or
         regulation or in the interpretation thereof by any Governmental
         Authority charged with the administration or interpretation thereof
         shall make it unlawful for any Lender to make or maintain any LIBOR
         Loan or to give effect to its obligations as contemplated hereby with
         respect to any LIBOR Loan, or (ii)



                                      -39-
<PAGE>

         there shall have occurred any change in national or international
         financial, political or economic conditions, other than those arising
         under Section 2.24, (including the imposition of or any change in
         exchange controls) or currency exchange rates which would make it
         impracticable for any Lender to make Loans denominated in any Foreign
         Currency to the Borrower, as contemplated by this Amended Agreement,
         then, by written notice to the Borrower and to the Administrative
         Agent, such Lender may:

                  (A) declare that LIBOR Loans or Foreign Currency Loans (in the
         affected Foreign Currency) will not thereafter (for the duration of
         such unlawfulness) be made by such Lender hereunder (or be continued
         for additional Interest Periods and ABR Loans will not thereafter (for
         such duration) be converted into LIBOR Loans), whereupon any request
         for a LIBOR Loan (or to convert an ABR Borrowing to a Eurodollar
         Borrowing or to continue a Eurodollar Borrowing for an additional
         Interest Period) shall, as to such Lender only, (I) if such Loan is a
         U.S. Dollar Revolving Loan, be deemed a request for an ABR Loan (or a
         request to continue an ABR Loan as such for an additional Interest
         Period or to convert a LIBOR Loan into an ABR Loan, as the case may
         be), unless such declaration shall be subsequently withdrawn, or (II)
         if such Loan is a Foreign Currency Revolving Loan, be deemed to have
         been withdrawn, unless such declaration shall be subsequently
         withdrawn; and

                  (B) require that all outstanding LIBOR Loans or Foreign
         Currency Loans (in the affected Foreign Currency) as the case may be,
         made by it be (I) if such Loans are U.S. Dollar Revolving Loans,
         converted to ABR Loans, in which event all such LIBOR Loans shall be
         automatically converted to ABR Loans as of the effective date of such
         notice as provided in paragraph (b) below or (II) if such Loans are
         Foreign Currency Revolving Loans, repaid immediately, in which event
         all such Foreign Currency Revolving Loans (in the affected Foreign
         Currency) shall be required to be repaid in full by the Borrower as of
         the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above with
respect to any U.S. Dollar Revolving Loans, all payments and prepayments of
principal that would otherwise have been applied to repay the LIBOR Loans that
would have been made by such Lender or the converted LIBOR Loans of such Lender
shall instead be applied to repay the ABR Loans made by such Lender in lieu of,
or resulting from the conversion of, such LIBOR Loans.

                  (b) For purposes of this Section 2.15, a notice to the
         Borrower by any Lender shall be effective as to each LIBOR Loan made by
         such Lender, if lawful, on the last day of the Interest Period
         currently applicable to such LIBOR Loan or, if there are then two or
         more current Interest Periods, on the last day of each such Interest
         Period, respectively; otherwise, such notice shall be effective on the
         date of receipt by the Borrower.

         SECTION 2.16. INDEMNITY. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by the Administrative Agent
or such Lender in the performance of its obligations hereunder, which results in
(i) such Lender receiving or being deemed to receive any amount on account of
the principal of any LIBOR Loan prior to the end of the Interest Period in
effect therefor, (ii) the conversion of any LIBOR Loan to a Loan of another
Type, or the conversion of the Interest Period with respect to any LIBOR Loan,
in each case other than on the last day of the Interest Period in effect

                                      -40-
<PAGE>

therefor, (iii) any LIBOR Loan to be made by such Lender (including any LIBOR
Loan to be made pursuant to a conversion or continuation under Section 2.11) not
being made after notice of such Loan shall have been given by the Borrower
hereunder (any of the events referred to in this clause (a) being called a
"BREAKAGE EVENT") or (b) any default by the Borrower in the making of any
payment or prepayment required to be made hereunder. In the case of any Breakage
Event, such loss shall include an amount equal to the excess, as reasonably
determined by such Lender, of (i) its cost of obtaining funds for the LIBOR Loan
that is the subject of such Breakage Event for the period from the date of such
Breakage Event to the last day of the Interest Period in effect (or that would
have been in effect) for such Loan over (ii) the amount of interest likely to be
realized by such Lender in redeploying the funds released or not utilized by
reason of such Breakage Event for such period. Determination of amounts payable
under this Section with respect to LIBOR Loans shall be calculated as though
each Lender funded its LIBOR Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
LIBO Rate applicable to such Loan, whether in fact that is the case or not. A
certificate of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this Section 2.16 shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
each Lender the amount shown as due on any such certificate delivered by it
within 10 days after receipt of the same.

         SECTION 2.17. PRO RATA TREATMENT. Except as required under Section 2.15
and as provided in this Section 2.17 with respect to Swingline Loans, each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Facility Fees, each
reduction of the Revolving Credit Commitments and each refinancing of any
Borrowing with, conversion of any Borrowing to, or continuation of any Borrowing
as, a Borrowing of any Type shall be allocated pro rata among the Lenders in
accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the sum of (a) the
respective principal amounts of their applicable outstanding Loans and (b) the
respective amounts of their Letter of Credit Exposure). For purposes of
determining the available Revolving Credit Commitments of the Lenders at any
time, each outstanding Swingline Loan shall be deemed to have utilized the
Revolving Credit Commitments of the Lenders (including, those Lenders which
shall not have made Swingline Loans) pro rata in accordance with such respective
Revolving Credit Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

         SECTION 2.18. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan or Loans as a result
of which the unpaid principal portion of its Loans of any Class shall be
proportionately less than the unpaid principal portion of the Loans of such
Class of any other Lender, it shall be deemed



                                      -41-
<PAGE>

simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in
such Loans of such other Lender, so that the aggregate unpaid principal amount
of the Loans and participations in Loans of any Class held by each Lender shall
be in the same proportion to the aggregate unpaid principal amount of all Loans
of such Class then outstanding as the principal amount of its Loans of such
Class prior to such exercise of banker's lien, setoff or counterclaim or other
event was to the principal amount of all Loans of such Class outstanding prior
to such exercise of banker's lien, setoff or counterclaim or other event;
provided, HOWEVER, that, if any such purchase or purchases or adjustments shall
be made pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. For purposes of this Section 2.18, the
Revolving Loans of any Lender shall include such Lender's Letter of Credit
Exposure. The Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in a Loan deemed to have been so
purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrower to such
Lender by reason thereof as fully as if such Lender had made a Loan directly to
the Borrower in the amount of such interest.

         SECTION 2.19. PAYMENTS.

                  (a) Unless expressly provided otherwise herein, the Borrower
         shall make each payment (including principal of or interest on any
         Borrowing or any Fees or other amounts) hereunder or under any other
         Loan Document without setoff, defense or counterclaim not later than
         the time required by subparagraph 2.19(d) below, on the date when due
         in dollars to the Administrative Agent, in immediately available funds.

                  (b) Whenever any payment (including principal of or interest
         on any Borrowing or any Fees or other amounts) hereunder or under any
         other Loan Document shall become due, or otherwise would occur, on a
         day that is not a Business Day, such payment may be made on the next
         succeeding Business Day, and such extension of time shall in such case
         be included in the computation of interest or Fees, if applicable.

                  (c) With respect to any Foreign Currency Revolving Loan, each
         payment on account of an amount due from the Borrower hereunder or
         under any other Loan Document shall be made by such Borrower to the
         Administrative Agent in the currency in which such amount is
         denominated and in such funds as are customary at the place and time of
         payment for the settlement of international payments in such currency.
         Without limiting the terms of the preceding sentence, accrued interest
         on any Loans denominated in a Foreign Currency shall be payable in the
         same Foreign Currency as such Loan. Upon request, the Administrative
         Agent will give the Borrower a statement showing the computation used
         in calculating such amount, which statement shall be conclusive in the
         absence of manifest error. The obligation of the Borrower to make each
         payment on account of such amount in the currency in which such amount
         is denominated shall not be discharged or satisfied by any tender, or
         any recovery pursuant to any judgment, which is expressed in or
         converted into any other currency, except to the extent such tender or
         recovery shall result in the actual receipt by the Administrative Agent
         of the full amount in the appropriate currency payable hereunder. The
         Borrower agrees that its



                                      -42-
<PAGE>

         obligation to make each payment on account of such amount in the
         currency in which such amount is denominated shall be enforceable as an
         additional or alternative claim for recovery in such currency of the
         amount (if any) by which such actual receipt shall fall short of the
         full amount of such currency payable hereunder, and shall not be
         affected by judgment being obtained for such amount.

Except as otherwise specifically provided herein, each payment (including
principal of or interest on, any Loan, any Fees, or other fees or amounts)
hereunder and under any instrument delivered hereunder shall be made to the
Administrative Agent at such place as may be designated by the Administrative
Agent to the Borrower in writing in immediately available funds, without offset,
deduction, counterclaim or withholding of any kind, prior to 11:00 a.m., local
time in the place where such payment is required to be made pursuant to this
subsection (d) on the date due. Any payments received after such time shall be
deemed received on the next succeeding Business Day.

         SECTION 2.20. TAXES.

                  (a) Any and all payments by or on behalf of the Borrower or
         any Subsidiary hereunder and under any other Loan Document shall be
         made, in accordance with Section 2.19, free and clear of and without
         deduction for any and all current or future taxes, levies, imposts,
         deductions, charges or withholdings, and all liabilities with respect
         thereto, EXCLUDING (i) income taxes or branch profit taxes imposed on
         the net income of the Administrative Agent, any Lender or the Issuing
         Bank (or any transferee or assignee thereof, including a participation
         holder (any such entity a "TRANSFEREE")) and (ii) franchise taxes
         imposed on the net income of the Administrative Agent, any Lender or
         the Issuing Bank (or Transferee), in each case by the jurisdiction
         under the laws of which the Administrative Agent, such Lender or the
         Issuing Bank (or Transferee) is organized or any political subdivision
         thereof or the jurisdiction in which such Lender or Transferee has its
         applicable lending office (all such nonexcluded taxes, levies, imposts,
         deductions, charges, withholdings and liabilities, collectively or
         individually, being called "TAXES" and all such excluded taxes, levies,
         imposts, deductions, charges, withholdings and liabilities being called
         "EXCLUDED TAXES"). Subject to the provisions of Section 2.20(f) if the
         Borrower or any Subsidiary shall be required to deduct any Taxes from
         or in respect of any sum payable hereunder or under any other Loan
         Document to any Lender or the Issuing Bank (or any Transferee) or the
         Administrative Agent, (A) the sum payable shall be increased by the
         amount (an "ADDITIONAL AMOUNT") necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this Section 2.20 but excluding Excluded Taxes) such
         Lender or the Issuing Bank (or Transferee) or the Administrative Agent,
         as the case may be, shall receive an amount equal to the sum it would
         have received had no such deductions been made, (B) the Borrower or
         such Subsidiary shall make such deductions and (C) the Borrower or such
         Subsidiary shall pay the full amount deducted to the relevant
         Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower agrees to pay to the relevant
         Governmental Authority in accordance with applicable law, any current
         or future stamp or documentary taxes or any other excise or property
         taxes, charges or similar levies (including mortgage



                                      -43-
<PAGE>

         recording taxes and similar fees) that arise from any payment made
         hereunder or under any other Loan Document or from the execution,
         delivery or registration of, or otherwise with respect to, this Amended
         Agreement or any other Loan Document ("OTHER TAXES").

                  (c) The Borrower will indemnify each Lender (or Transferee),
         the Administrative Agent and the Issuing Bank (or Transferee) for the
         full amount of Taxes and Other Taxes paid by such Lender (or
         Transferee) or the Administrative Agent or the Issuing Bank, as the
         case may be, and any liability (excluding Excluded Taxes, but including
         penalties, interest and expenses (including reasonable attorneys' fees
         and expenses)) arising therefrom or with respect thereto, whether or
         not such Taxes or Other Taxes were correctly or legally asserted by the
         relevant Governmental Authority. A certificate as to the amount of such
         payment or liability and the method of computation thereof prepared by
         the Administrative Agent, a Lender or the Issuing Bank (or Transferee)
         or the Administrative Agent on its behalf, absent manifest error, shall
         be final, conclusive and binding for all purposes. Such indemnification
         shall be made within 30 days after the date the Administrative Agent,
         any Lender or the Issuing Bank (or Transferee), as the case may be,
         makes written demand therefor and provides the Borrower with the
         certificate described above.

                  (d) If (i) any Lender (or Transferee) or the Administrative
         Agent shall be notified by the Borrower that it has determined in good
         faith that a reasonable basis exists for such Lender (or Transferee) or
         the Administrative Agent to claim a refund in respect of Taxes or Other
         Taxes as to which it has been indemnified by the Borrower, or with
         respect to which the Borrower has paid additional amounts pursuant to
         this Section 2.20, and (ii) such Lender (or Transferee) or the
         Administrative Agent, as applicable, concurs in such determination and
         determines in good faith that seeking such refund will not have an
         adverse effect on such person, then, within 30 days after receipt of
         request by the Borrower, such Lender (or Transferee) or the
         Administrative Agent, as applicable, shall make a claim to such
         Governmental Authority for such refund at the Borrower's expense. If
         any Lender (or Transferee) or the Administrative Agent receives a
         refund (including pursuant to a claim for refund made pursuant to the
         preceding sentence) in respect of any Taxes or Other Taxes as to which
         it has been indemnified by the Borrower, or with respect to which the
         Borrower has paid additional amounts, pursuant to this Section 2.20, it
         shall within 30 days from the date of such receipt, so long as no Event
         of Default has occurred and is continuing, pay over such refund to the
         Borrower (but only to the extent of indemnity payments made, or
         additional amounts paid, by the Borrower under this Section 2.20 with
         respect to the Taxes or Other Taxes giving rise to such refund), net of
         all out-of-pocket expenses of such Lender (or Transferee) or the
         Administrative Agent and without interest (other than interest paid by
         the relevant Governmental Authority with respect to such refund);
         PROVIDED, HOWEVER, that the Borrower, upon the request of such Lender
         (or Transferee) or the Administrative Agent, agrees to repay the amount
         paid over to the Borrower (plus penalties, interest or other charges)
         to such Lender (or Transferee) or the Administrative Agent in the event
         such Lender (or Transferee) or the Administrative Agent is required to
         repay such refund to such Governmental Authority.

                  (e) As soon as practicable after the date of any payment of
         Taxes or Other Taxes by the Borrower or any Subsidiary to the relevant
         Governmental Authority, the



                                      -44-
<PAGE>

         Borrower or such Subsidiary will deliver to the Administrative Agent,
         at its address referred to in Section 9.01, the original or a certified
         copy of a receipt issued by such Governmental Authority evidencing
         payment thereof.

                  (f) Each Lender (or Transferee) that is organized under the
         laws of a jurisdiction other than the United States, any State thereof
         or the District of Columbia (a "NON-U.S. LENDER") shall deliver to the
         Borrower and the Administrative Agent two copies of (i) either United
         States Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the
         case of a Non-U.S. Lender claiming exemption from U.S. Federal
         withholding tax under Section 871(h) or 881(c) of the Code with respect
         to payments of "portfolio interest", a Form W-8, or any subsequent
         versions thereof or successors thereto (and, if such Non-U.S. Lender
         delivers a Form W-8, a certificate representing that such Non-U.S.
         Lender is not a bank for purposes of Section 881(c) of the Code, is not
         a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
         the Code) of the Borrower and is not a controlled foreign corporation
         related to the Borrower (within the meaning of Section 864(d)(4) of the
         Code)), properly completed and duly executed by such Non-U.S. Lender
         claiming complete exemption from, or reduced rate of, U.S. Federal
         withholding tax on payments by the Borrower under this Amended
         Agreement and the other Loan Documents and (ii) an Internal Revenue
         Service Form W-8 or W-9 entitling such Non-U.S. Lender to receive a
         complete exemption from United States backup withholding tax. Such
         forms shall be delivered by each Non-U.S. Lender on or before the date
         it becomes a party to this Amended Agreement (or, in the case of a
         Transferee that is a participation holder, on or before the date such
         participation holder becomes a Transferee hereunder) and on or before
         the date, if any, such Non-U.S. Lender changes its applicable lending
         office by designating a different lending office,(a "NEW LENDING
         OFFICE"). In addition, each Non-U.S. Lender shall deliver such forms
         promptly upon the obsolescence or invalidity of any form previously
         delivered by such Non-U.S. Lender. If a Non-U.S. Lender who has
         delivered the forms referred to above on the date it becomes a party to
         this Amended Agreement (or, in the case of a Transferee, on the date
         that it becomes a Transferee hereunder) determines that it is unable
         subsequently to submit to the Borrower any such form, or that it is
         required to withdraw or cancel any such form, such Non-U.S. Lender
         shall promptly notify the Borrower of such fact. Notwithstanding any
         other provision of this Section 2.20(g), a Non-U.S. Lender shall not be
         required to deliver any form pursuant to this Section 2.20(g) that such
         Non-U.S. Lender is not legally able to deliver.

                  (g) The Borrower shall not be required to indemnify any
         Non-U.S. Lender, or to pay any additional amounts to any Non-U.S.
         Lender, in respect of United States Federal withholding tax pursuant to
         paragraph (a) or (c) above to the extent that (i) the obligation to pay
         such additional amounts would not have arisen but for a failure by such
         Non-U.S. Lender to comply with Section 2.20(f) or (ii) the obligation
         to withhold amounts with respect to United States Federal withholding
         tax existed on the date such Non-U.S. Lender become a party to this
         Amended Agreement (or, in the case of a Transferee that is a
         participation holder, on the date such participation holder became a
         Transferee hereunder) or, with respect to payments to a New Lending
         Office, the date such Non-U.S. Lender designated such New Lending
         Office with respect to a Loan; PROVIDED, HOWEVER, that this clause (ii)
         shall not apply (A) to any Transferee or New



                                      -45-
<PAGE>

         Lending Office that becomes a Transferee or New Lending Office as a
         result of an assignment, participation, transfer or designation made at
         the request of the Borrower and (B) to the extent the indemnity payment
         or additional amounts any Transferee, or any Lender (or Transferee)
         acting through a New Lending Office, would be entitled to receive
         (without regard to this clause (ii)) do not exceed the indemnity
         payment or additional amounts that the person making the assignment,
         participation or transfer to such Transferee, or Lender (or Transferee)
         making the designation of such New Lending Office, would have been
         entitled to receive in the absence of such assignment, participation,
         transfer or designation or (ii) the obligation to pay such additional
         amounts would not have arisen but for a failure by such Non-U.S. Lender
         to comply with the provisions of paragraph (f) above.

                  (h) Nothing contained in this Section 2.20 shall require any
         Lender or the Issuing Bank (or Transferee) or the Administrative Agent
         to make available any of its tax returns (or any other information that
         it deems to be confidential or proprietary).

                  (i) The provisions of this Section 2.20 shall remain operative
         and in full force and effect regardless of the expiration of the term
         of this Amended Agreement, the consummation of the transactions
         contemplated hereby, the repayment of any of the Loans, the invalidity
         or unenforceability of any term or provision of this Amended Agreement
         or any other Loan Document, or any investigation made by or on behalf
         of the Administrative Agent or any Lender.

         SECTION 2.21. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES;
DUTY TO MITIGATE.

                  (a) In the event (i) any Lender or the Issuing Bank delivers a
         certificate requesting compensation pursuant to Section 2.14, (ii) any
         Lender or the Issuing Bank delivers a notice described in Section 2.15
         or (iii) the Borrower is required to pay any additional amount to any
         Lender or the Issuing Bank or any Governmental Authority on account of
         any Lender or the Issuing Bank pursuant to Section 2.20, the Borrower
         may, at its sole expense and effort (including with respect to the
         processing and recordation fee referred to in Section 9.04(b)), upon
         notice to such Lender or the Issuing Bank and the Administrative Agent,
         as the case may be, require such Lender or the Issuing Bank, as
         applicable, to transfer and assign, without recourse (in accordance
         with and subject to the restrictions contained in Section 9.04), all of
         its interests, rights and obligations under this Amended Agreement to
         an assignee reasonably acceptable to the Administrative Agent that
         shall assume such assigned obligations (which assignee may be another
         Lender, if a Lender accepts such assignment), PROVIDED, THAT (A) such
         assignment shall not conflict with any law, rule or regulation or order
         of any court or other Governmental Authority having jurisdiction, (B)
         the Borrower shall have received the prior written consent of the
         Administrative Agent (and, if a Revolving Credit Commitment is being
         assigned, of the Issuing Bank and the Swingline Lender), which consent
         shall not unreasonably be withheld, (C) no Event of Default shall have
         occurred and be continuing and (D) the Borrower or such assignee shall
         have paid to the affected Lender or the Issuing Bank in immediately
         available funds an amount equal to the sum of 100% of the principal of
         and interest accrued to the date of such payment on the outstanding
         Loans or Letter of Credit



                                      -46-
<PAGE>

         Disbursements of such Lender or the Issuing Bank, respectively, plus
         all Fees and other amounts accrued for the account of such Lender or
         the Issuing Bank hereunder (including any amounts under Section 2.14
         and Section 2.16); PROVIDED, FURTHER, that if prior to any such
         assignment the circumstances or event that resulted in such Lender's
         notice or certificate under Section 2.14 or 2.15 or demand for
         additional amounts under Section 2.20, as the case may be, shall cease
         to exist or become inapplicable for any reason or if such Lender shall
         waive its rights in respect of such circumstances or event under
         Section 2.14, 2.15, 2.16 or 2.20, as the case may be, then such Lender
         shall not thereafter be required to make any such assignment hereunder.

                  (b) If (i) any Lender or the Issuing Bank shall request
         compensation under Section 2.14, (ii) any Lender or the Issuing Bank
         delivers a notice described in Section 2.15 or (iii) the Borrower is
         required to pay any additional amount to any Lender or the Issuing Bank
         or any Governmental Authority on account of any Lender or the Issuing
         Bank, pursuant to Section 2.20, then such Lender or the Issuing Bank
         shall use reasonable efforts (which shall not require such Lender or
         the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
         expense or otherwise take any action inconsistent with its internal
         policies or legal or regulatory restrictions or suffer any disadvantage
         or burden deemed by it to be significant) (A) to file any certificate
         or document reasonably requested in writing by the Borrower or (B) to
         assign its rights and delegate and transfer its obligations hereunder
         to another of its offices, branches or affiliates, if such filing or
         assignment would reduce its claims for compensation under Section 2.14
         or enable it to withdraw its notice pursuant to Section 2.15 or would
         reduce amounts payable pursuant to Section 2.20, as the case may be, in
         the future. The Borrower hereby agrees to pay all reasonable costs and
         expenses incurred by any Lender or the Issuing Bank in connection with
         any such filing or assignment, delegation and transfer.

         SECTION 2.22. SWINGLINE LOANS.

                  (a) SWINGLINE LOANS. The Borrower shall notify the
         Administrative Agent by telecopy, or by telephone (confirmed by
         telecopy), not later than 12:00 (noon), Eastern Standard Time, on the
         day of a proposed Swingline Loan. Such notice shall be delivered on a
         Business Day, shall be irrevocable and shall refer to this Amended
         Agreement and shall specify the requested date (which shall be a
         Business Day) and amount of such Swingline Loan. The Administrative
         Agent will promptly advise the Swingline Lender of any notice received
         from the Borrower pursuant to this paragraph (a). The Swingline Lender
         shall make each Swingline Loan available to the Borrower by means of a
         credit to the general deposit account of the Borrower with the
         Swingline Lender by 6:00 p.m. Eastern Standard Time, on the date such
         Swingline Loan is so requested.

                  (b) PREPAYMENT. The Borrower shall have the right at any time
         and from time to time to prepay any Swingline Loan, in whole or in
         part, upon giving written or telecopy notice (or telephone notice
         promptly confirmed by written, or telecopy notice) to the Swingline
         Lender and to the Administrative Agent before 12:00 noon, Eastern
         Standard Time, on the date of prepayment at the Swingline Lender's
         address for notices specified in Section 9.01.

                                      -47-
<PAGE>

                  (c) PARTICIPATIONS. The Swingline Lender may by written notice
         given to the Administrative Agent not later than 1:00 p.m., Eastern
         Standard Time, on any Business Day require the Lenders to acquire
         participations on such Business Day in all or a portion of the
         Swingline Loans outstanding. Such notice shall specify the aggregate
         amount of Swingline Loans in which Lenders will participate. The
         Administrative Agent will, by 2:00 p.m., Eastern Standard Time, on the
         date of receipt of such notice, give notice to each Lender, specifying
         in such notice such Lender's Applicable Percentage of such Swingline
         Loan or Loans. In furtherance of the foregoing, each Lender hereby
         absolutely and unconditionally agrees, upon receipt of notice as
         provided above, to pay to the Administrative Agent by 4:00 p.m.,
         Eastern Standard Time, on the date such notice is received from the
         Swingline Lender, for the account of the Swingline Lender, such
         Lender's Applicable Percentage of such Swingline Loan or Loans. Each
         Lender acknowledges and agrees that its obligation to acquire
         participations in Swingline Loans pursuant to this paragraph is
         absolute and unconditional and shall not be affected by any
         circumstance whatsoever, including the occurrence and continuance of a
         Default or an Event of Default, and that each such payment shall be
         made without any offset, abatement, withholding or reduction
         whatsoever. Each Lender shall comply with its obligation under this
         paragraph by wire transfer of immediately available funds, in the same
         manner as provided in Section 2.03(d) with respect to Loans made by
         such Lender (and Section 2.03(c) shall apply, MUTATIS MUTANDIS, to the
         payment obligations of the Lenders) and the Administrative Agent shall
         promptly pay to the Swingline Lender the amounts so received by it from
         the Lenders. The Administrative Agent shall notify the Borrower of any
         participations in any Swingline Loan acquired pursuant to this
         paragraph and thereafter payments in respect of such Swingline Loan
         shall be made to the Administrative Agent and not to the Swingline
         Lender. Any amounts received by the Swingline Lender from the Borrower
         (or other party on behalf of the Borrower) in respect of a Swingline
         Loan after receipt by the Swingline Lender of the proceeds of a sale of
         participations therein shall be promptly remitted to the Administrative
         Agent, any such amounts received by the Administrative Agent shall be
         promptly remitted by the Administrative Agent to the Lenders that shall
         have made their payments pursuant to this paragraph and to the
         Swingline Lender, as their interests may appear. The purchase of
         participations in a Swingline Loan pursuant to this paragraph shall not
         relieve the Borrower (or other party liable for obligations of the
         Borrower) of any default in the payment thereof.

         SECTION 2.23. LETTERS OF CREDIT.

                  (a) The Borrower may request the issuance of (i) Letters of
         Credit in dollars, in form and substance reasonably acceptable to the
         Administrative Agent and the Issuing Bank, for the account of the
         Borrower, at any time and from time to time during the Letter of Credit
         Availability Period; PROVIDED, THAT, any such Letter of Credit shall be
         issued only if, and each request by the Borrower for the issuance of
         any Letter of Credit shall be deemed a representation and warranty of
         the Borrower that, immediately following the issuance of such Letter of
         Credit, (A) the aggregate Dollar Amount of Letter of Credit Exposure
         resulting from Letters of Credit (other than Bank One Foreign Currency
         Letters of Credit) does not exceed $25,000,000, and (B) the Aggregate
         Outstanding Credit Exposure does not exceed the Net Aggregate
         Commitment at such




                                      -48-
<PAGE>

         time, (ii) Other Foreign Currency Letters of Credit, in form and
         substance reasonably acceptable to the Administrative Agent and the
         Issuing Bank for the account of the Borrower, at any time and from time
         to time during the Letter of Credit Availability Period; provided,
         that, any such Other Foreign Currency Letter of Credit shall be issued
         only if, and each request by the Borrower for the issuance of any such
         Other Foreign Currency Letter of Credit shall be deemed a
         representation and warranty of the Borrower that, immediately following
         the issuance of such Other Foreign Currency Letter of Credit (A) the
         aggregate Dollar Amount of aggregate Letter of Credit Exposure
         resulting from Letters of Credit (other than Bank One Foreign Currency
         Letters of Credit) does not exceed $25,000,000 and (B) the Aggregate
         Outstanding Credit Exposure does not exceed the Net Aggregate
         Commitment at such time, and (iii) Bank One Foreign Currency Letters of
         Credit, in form and substance reasonably acceptable to the
         Administrative Agent and Bank One, for the account of the Borrower, at
         any time and from time to time during the Letter of Credit Availability
         Period; PROVIDED, THAT, any such Bank One Foreign Currency Letter of
         Credit shall be issued only if, and each request by the Borrower for
         the issuance of any such Bank One Foreign Currency Letter of Credit
         shall be deemed a representation and warranty of the Borrower that,
         immediately following the issuance of such Bank One Foreign Currency
         Letter of Credit, (A) the aggregate Dollar Amount of Foreign Currency
         Letter of Credit Exposure resulting from the Bank One Foreign Currency
         Letters of Credit does not exceed $50,000,000 and (B) the Aggregate
         Outstanding Credit Exposure does not exceed the aggregate amount of the
         Net Aggregate Commitment at such time. In no event shall an Issuing
         Bank be obligated to issue any Letter of Credit if after giving effect
         thereto, the Aggregate Outstanding Credit Exposure would exceed the Net
         Aggregate Commitment. For purposes hereof, the "issuance" of a Letter
         of Credit includes the amendment, renewal or extension of a Letter of
         Credit.

                  (b) Each Commercial LC shall expire no later than the earlier
         of (i) 270 days after the date of issuance of such Letter of Credit and
         (ii) the fifth Business Day prior to the Revolving Credit Maturity
         Date. Each Standby LC shall expire no later than the fifth Business Day
         prior to the Revolving Credit Maturity Date.

                  (c) Each issuance of any Letter of Credit shall be made on at
         least two Business Days' prior irrevocable written or telecopy notice
         (such notice to be delivered by 12:00 noon, Eastern Standard Time) from
         the Borrower (or such shorter notice as shall be acceptable to the
         Issuing Bank) to the Administrative Agent and the Issuing Bank
         specifying whether such Letter of Credit is a Standby LC or a
         Commercial LC, the date of issuance, the date on which such Letter of
         Credit is to expire, the amount of such Letter of Credit, whether such
         Letter of Credit is to be issued in dollars or a Foreign Currency (and
         if such Letter of Credit is to be issued in a Foreign Currency, the
         applicable Foreign Currency and whether such Letter of Credit is to be
         an Other Foreign Currency Letter of Credit or a Bank One Foreign
         Currency Letter of Credit), the name and address of the beneficiary of
         such Letter of Credit, and such other information as may be necessary
         or desirable to complete such Letter of Credit; PROVIDED, THAT, with
         respect to Bank One Foreign Currency Letters of Credit any such Letter
         of Credit issued in the same Foreign Currency shall be issued in
         amounts that shall not be less than the approximate Dollar Equivalent
         of US $2,000,000 or multiples thereof (or such other



                                      -49-
<PAGE>

         amounts as agreed to by Bank One in its sole discretion). The Issuing
         Bank will give the Administrative Agent prompt notice of the issuance
         and amount of such Letter of Credit and the expiration date of such
         Letter of Credit (and the Administrative Agent shall give prompt notice
         thereof to each Lender). During the Letter of Credit Availability
         Period, the Issuing Bank also will give the Administrative Agent (i) if
         and when requested, notice of the amount available to be drawn under
         each outstanding Letter of Credit and (ii) prompt notice of any payment
         or disbursement that has been or will be made under any Letter of
         Credit. Each Letter of Credit (other than Foreign Currency Letters of
         Credit) issued hereunder will be subject to the Uniform Customs and
         Practices for Documentary Credits, as in effect from time to time. Each
         Foreign Currency Letter of Credit issued hereunder shall be subject to
         and incorporate the Uniform Customs and Practice for Documentary
         Credits, 1993 Revision, International Chamber of Commerce Publication
         No. 500 (the "UCP") (other than Articles 41 and 43 thereof with respect
         to standby Letters of Credit); to the extent not inconsistent with the
         UCP, Article 5 of the Uniform Commercial Code as adopted in New York
         ("ARTICLE 5"); and Section 5-102(a)(10) of the 1995 Official Text with
         comments of the Uniform Commercial Code Revised Article 5, as
         promulgated by the American Law Institute and National Conference of
         Commissioners on Uniform State Laws ("REVISED ARTICLE 5"), which
         section of Revised Article 5 shall govern and control over any
         inconsistent provision of the UCP or Article 5.

                  (d) By the issuance of a Letter of Credit and without any
         further action on the part of the Issuing Bank, the Administrative
         Agent or the Lenders in respect thereof, the Issuing Bank hereby grants
         to each Lender, and each Lender hereby acquires from the Issuing Bank,
         a participation in such Letter of Credit equal to such Lender's
         Applicable Percentage of the aggregate amount available to be drawn
         under such Letter of Credit, effective upon the issuance of such Letter
         of Credit. In consideration and in furtherance of the foregoing, each
         Lender hereby absolutely and unconditionally agrees to pay to the
         Administrative Agent, on behalf of the Issuing Bank, in accordance with
         Section 2.03(e), such Lender's Applicable Percentage of the amount of
         each Letter of Credit Disbursement in the currency of such disbursement
         made by the Issuing Bank and not reimbursed by the Borrower when due in
         accordance with Section 2.23(g).

                  (e) Each Lender acknowledges and agrees that its obligation to
         acquire participations pursuant to Section 2.23(d) in respect of
         Letters of Credit is absolute and unconditional and shall not be
         affected by any circumstance whatsoever, including the occurrence and
         continuance of a Default or Event of Default, and that each such
         payment shall be made without any offset, abatement, withholding or
         reduction whatsoever.

                  (f) The Borrower shall pay to the Administrative Agent, for
         the account of the Lenders and the Issuing Bank, as applicable, a
         nonrefundable Letter of Credit Fee and Fronting Fee in accordance with
         Section 2.06(b). In addition to the foregoing fees and commissions, the
         Borrower shall pay or reimburse the Issuing Bank for such normal and
         customary costs and expenses, including, without limitation,
         administrative, issuance, amendment, payment and negotiation charges,
         as are incurred or charged by the Issuing Bank in issuing, effecting
         payment under, amending or otherwise administering any Letter of Credit
         (including any Letter of Credit issued for the account of a
         Subsidiary).



                                      -50-
<PAGE>

                  (g) The Borrower hereby agrees to reimburse the Issuing Bank
         for any payment or disbursement made by the Issuing Bank under any
         Letter of Credit (including any Letter of Credit issued for the account
         of a Subsidiary), by making payment in immediately available funds, to
         the Administrative Agent on the same Business Day after receipt of
         notice of such payment or disbursement (or notice that such payment or
         disbursement will be made), in the amount and currency of such payment
         or disbursement, plus interest on the amount so paid or disbursed by
         the Issuing Bank, at a rate per annum equal to the greater of (i) the
         rate applicable to ABR Loans pursuant to Section 2.07 or (ii) the cost
         on a per annum basis to the Issuing Bank of the funds so paid or
         disbursed under the Letter of Credit plus the Applicable LIBOR Margin
         (such cost plus such margin being referred to herein as the "Cost of
         Funds"); PROVIDED, THAT, if such amount is not reimbursed prior to 2:00
         p.m., Eastern Standard Time, on the same Business Day after receipt by
         the Borrower of the notice of such payment or disbursement (or notice
         that such payment or disbursement will be made), interest shall
         thereafter accrue on such unreimbursed amount at a rate per annum equal
         to the greater of (i) the rate applicable to ABR Loans during such
         period pursuant to Section 2.07, plus 2.00% or (ii) the Cost of Funds
         plus 2.00%. The Administrative Agent shall promptly pay any such
         amounts received by it to the Issuing Bank. Borrower hereby agrees to
         indemnify and hold harmless the Administrative Agent, each Issuing
         Bank, and each Lender (in any capacity hereunder) from and against any
         and all loss, liability, cost, and expense arising at any time or times
         from the exchange of one or more currencies for one or more other
         currencies hereunder.

                  (h) The Borrower's obligation to reimburse Letter of Credit
         Disbursements as provided in Section 2.23(g) shall be absolute,
         unconditional and irrevocable and shall be performed strictly in
         accordance with the terms of this Amended Agreement under any and all
         circumstances whatsoever, and irrespective of:

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

                           (ii) the existence of any claim, setoff, defense or
                  other right which the Borrower, any Subsidiary or any other
                  person may at any time have against the beneficiary under any
                  Letter of Credit, the Issuing Bank, the Administrative Agent,
                  any Lender or any other person, whether in connection with
                  this Amended Agreement, any other Loan Document or any other
                  related or unrelated agreement or transaction;

                           (iii) any draft or other document presented under a
                  Letter of Credit proving to be forged, fraudulent, invalid or
                  insufficient in any respect or failing to comply with the
                  Uniform Customs and Practices for Documentary Credits, as in
                  effect from time to time, or any statement therein being
                  untrue or inaccurate in any respect,

                           (iv) payment by the Issuing Bank under a Letter of
                  Credit against presentation of a draft or other document which
                  does not comply with the terms of such Letter of Credit;



                                      -51-
<PAGE>

                           (v) any amendment, waiver or consent in respect of
                  this Amended Agreement or any other Loan Document; and

                           (vi) any other act or omission or delay of any kind
                  or any other circumstance or event whatsoever, whether or not
                  similar to any of the foregoing and whether or not
                  foreseeable, that might, but for the provisions of this
                  Section 2.23(h), constitute a legal or equitable discharge of
                  the Borrower's obligations hereunder.

                  (i) Without limiting the generality of the provisions of the
         foregoing paragraph (h), it is expressly understood and agreed that the
         absolute and unconditional obligation of the Borrower hereunder to
         reimburse Letter of Credit Disbursements will not be excused by the
         gross negligence or willful misconduct of the Issuing Bank. However,
         the preceding sentence and the provisions of Section 2.23(h) shall not
         be construed to excuse the Issuing Bank from liability to the Borrower
         to the extent of any direct damages (as opposed to consequential
         damages, claims in respect of which are hereby waived by the Borrower
         to the extent permitted by applicable law) suffered by the Borrower
         that are caused by the Issuing Bank's bad faith, gross negligence or
         willful misconduct in determining whether drafts and other documents
         presented under a Letter of Credit comply with the terms thereof. It is
         understood that the Issuing Bank may accept documents that appear on
         their face to be in order, without responsibility for further
         investigation, regardless of any notice or information to the contrary
         and, in making any payment under any Letter of Credit (i) the Issuing
         Bank's exclusive reliance in good faith on the documents presented to
         it under such Letter of Credit as to any and all matters set forth
         therein, including reliance on the amount of any draft presented under
         such Letter of Credit, if such document on its face appears to be in
         order, and whether or not any other statement or any other document
         presented pursuant to such Letter of Credit proves to be forged or
         invalid or any statement therein proves to be inaccurate or untrue in
         any respect whatsoever and (ii) any noncompliance in any immaterial
         respect of the documents presented under such Letter of Credit with the
         terms thereof shall, in each case, be deemed not to constitute bad
         faith, gross negligence or willful misconduct of the Issuing Bank.

                  (j) The Issuing Bank shall, promptly following its receipt
         thereof, examine all documents purporting to represent a demand for
         payment under a Letter of Credit. The Issuing Bank shall as promptly as
         possible give telephonic notification, confirmed by telex or telecopy,
         to the Administrative Agent and the Borrower of such demand for payment
         and whether the Issuing Bank has made or will make a Letter of Credit
         Disbursement thereunder; PROVIDED, THAT, the failure to give such
         notice shall not relieve the Borrower of its obligation to reimburse
         any such Letter of Credit Disbursement in accordance with this Section
         2.23. The Administrative Agent shall promptly give each Lender notice
         thereof.

                  (k) In the event that the Borrower is required or elects
         pursuant to the terms of this Amended Agreement, including, but not
         limited to, Sections 2.12(b) and (c) (other than Article VII) or any
         other Loan Document, to provide cash collateral in respect of the
         Letter of Credit Exposure, the Borrower shall deposit in an account
         with the



                                      -52-
<PAGE>

         Administrative Agent, for the benefit of each Lender, an amount in cash
         equal to the amount of such Letter of Credit Exposure (or such lesser
         amount as shall be required hereunder or thereunder); the amount to be
         deposited shall be denominated in the currency or currencies of the
         Letter(s) of Credit outstanding as determined by the Issuing Bank. Such
         deposit shall be held by the Administrative Agent as collateral for the
         payment and performance of the Obligations to Lenders. The
         Administrative Agent shall have exclusive dominion and control,
         including the exclusive right of withdrawal, over such account. Other
         than any interest earned on the investment of such deposits in Cash
         Equivalents, which investments shall be made as directed by the
         Borrower (subject, however, to the preservation of such deposits in the
         currency in which deposited and unless such investments shall be
         contrary to applicable law or regulation or a Default or Event of
         Default shall have occurred and be continuing, in which case the
         Administrative Agent shall determine in its discretion whether to make
         investments and, if so, shall determine in its discretion the Cash
         Equivalents to be selected), such deposits shall not bear interest.
         Interest or profits, if any, on such investments shall accumulate in
         such account. Borrower hereby pledges all such deposits and accounts
         and cash collateral, together with the proceeds, investments, and
         increases thereof and the interest thereon, to the Administrative Agent
         for the benefit of the Issuing Banks and the other Lenders to secure
         payment and performance of the Obligations. Moneys in such account
         shall automatically be applied by the Administrative Agent to reimburse
         the Issuing Bank for Letter of Credit Disbursements and, if the
         maturity of the Loans has been accelerated, to satisfy the Obligations
         to the Lenders. If the Borrower is required to provide an amount of
         cash collateral hereunder pursuant to Section 2.12(c), such amount (to
         the extent not applied as aforesaid) shall be returned to the Borrower
         upon demand; PROVIDED, THAT, after giving effect to such return, (i)
         the sum of the Dollar Amount of the aggregate Letter of Credit
         Exposure, plus the aggregate outstanding Swingline Exposure, plus the
         aggregate outstanding Dollar Amount of Revolving Loans would not exceed
         the aggregate Revolving Credit Commitments, (ii) the Dollar Amount of
         Letters of Credit (other than Bank One Foreign Currency Letters of
         Credit) does not exceed $25,000,000, (iii) the Dollar Amount of the
         Bank One Foreign Currency Letters of Credit does not exceed $50,000,000
         and (iv) no Default or Event of Default shall have occurred and be
         continuing. In the event that the Borrower is required pursuant to the
         terms of Article VII of this Amended Agreement to provide cash
         collateral in respect of Letter of Credit Exposure, the Borrower shall
         deposit such cash collateral in an account with the Collateral Agent
         pursuant to the Collateral Agency Agreement. Such deposit shall be held
         by the Collateral Agent in accordance with the Collateral Agency
         Agreement. Any such deposit to be held by the Administrative Agent or
         the Collateral Agent, as provided herein, shall be accompanied by
         notice from the Borrower, in form satisfactory to the Administrative
         Agent or the Collateral Agent, as the case may be, setting forth the
         basis for such deposit, identifying in reasonable detail the Letters of
         Credit to which such deposit relates, and setting forth any other
         information related to such deposit reasonably requested by the
         Administrative Agent or the Collateral Agent, as the case may be. The
         Borrower shall promptly provide the Administrative Agent with a copy of
         any such notice to the Collateral Agent and shall promptly provide the
         Collateral Agent with a copy of any such notice to the Administrative
         Agent. If the Borrower is required to provide an amount of cash
         collateral hereunder as a result of an Event of Default, such



                                      -53-
<PAGE>

         amount (to the extent not applied as aforesaid) shall be returned to
         the Borrower within three Business Days after all Events of Default
         have been cured or waived.

         SECTION 2.24. EXISTING LETTERS OF CREDIT. It is understood and agreed
that notwithstanding any other provision hereof (a) the Existing Letters of
Credit are "Letters of Credit" issued by Bank One Ohio under the Existing
Agreement; (b) such Letters of Credit shall, on the Effective Date, be deemed
Letters of Credit issued hereunder as of the Effective Date as to which Bank One
Ohio is the Issuing Bank and in which each Lender shall participate in
accordance with Section 2.23(d); (c) the Borrower, Bank One and Bank One Ohio
shall cooperate so as to cause such Existing Letters of Credit to be replaced by
new Letters of Credit issued by Bank One hereunder as expeditiously as possible;
(d) fees payable in respect of the Existing Letters of Credit pursuant to
Section 2.06(b) shall be for the account of Bank One Ohio; and (e) Bank One Ohio
shall be entitled to all the protection of this Amended Agreement with respect
to the Existing Letters of Credit as if it were a Lender and Issuing Bank
hereunder.

         SECTION 2.25. EXTENSION OF REVOLVING CREDIT MATURITY DATE. The Borrower
may request a one-year extension of the Revolving Credit Maturity Date by
submitting a request for an extension to the Administrative Agent (an "EXTENSION
REQUEST") no more than 90 and no less than 30 days prior to each anniversary of
the date hereof. Promptly upon receipt of an Extension Request, the
Administrative Agent shall notify each Lender thereof and shall request each
Lender to act upon the Extension Request. Each Lender approving the Extension
Request shall deliver its written consent no later than 15 days prior to such
anniversary. If and only if the consent of each of the Lenders is received by
the Administrative Agent prior to the Revolving Credit Maturity Date, the
Revolving Credit Maturity Date shall be extended by one year and the
Administrative Agent shall promptly notify the Borrower and each Lender of the
new Revolving Credit Maturity Date.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to each of the Lenders that:

         SECTION 3.01. ORGANIZATION, POWERS. Each of the Borrower and the
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business in
every jurisdiction where such qualification is required, except where the
failure so to qualify would not result in a Material Adverse Effect, and (d) has
the requisite power and authority to execute, deliver and perform its
obligations under each of the Loan Documents and each other agreement or
instrument contemplated thereby to which it is or will be a party and, in the
case of the Borrower, to obtain extensions of credit hereunder.

         SECTION 3.02. AUTHORIZATION. The execution, delivery and performance by
each of the Borrower and the Subsidiaries of each of the Loan Documents to which
it is or will be a party (including the exercise of remedies thereunder) and, in
the case of the Borrower, the extensions of credit hereunder (a) have been duly
authorized by all requisite corporate or partnership and, if



                                      -54-
<PAGE>

required, stockholder action and (b) will not (i) violate (A) any provision of
law, statute, rule or regulation, (B) any provision of the certificate of
incorporation, partnership agreement, operating agreement or other constitutive
documents or by-laws of the Borrower and the Subsidiaries, (C) any order of any
Governmental Authority or (D) any provision of any Material Contract or other
indenture, agreement or instrument to which the Borrower or any of the
Subsidiaries is a party or by which any of them or any of their property is or
may be bound, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a Default or give rise to
increased, additional, accelerated or guaranteed rights of any person under any
Material Contract or other indenture, agreement or instrument or (iii) except
for the Liens of the Collateral Documents, result in the creation or imposition
of any Lien upon or with respect to any property or assets now owned or
hereafter acquired by the Borrower or any of the Subsidiaries.

         SECTION 3.03. ENFORCEABILITY. This Amended Agreement has been duly
executed and delivered by the Borrower and constitutes, and each other Loan
Document when executed and delivered by the Borrower or any of the Subsidiaries
will constitute, a legal, valid and binding obligation of such party enforceable
against such party in accordance with its terms, subject to the effect of
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
conveyance, voidable preference or similar laws and the application of equitable
principles generally.

         SECTION 3.04. CONSENTS AND GOVERNMENTAL APPROVALS. No action, consent
or approval of, registration or filing with or any other action by (a) any
Governmental Authority, (b) any creditor or shareholder of the Borrower or any
creditor, shareholder, partner or member of the Subsidiaries, (c) any
counterparty to a Material Contract or (d) except where failure to take or
obtain such action, consent or approval of, registration or filing with or such
other action could not reasonably be expected to have a Material Adverse Effect,
any other person, is or will be required in connection with the Revolving Credit
Facility or the performance by the Borrower or any of the Subsidiaries of the
Loan Documents to which it is or will be a party, in each case except such as
have been made or obtained and are in full force and effect.

         SECTION 3.05. FINANCIAL STATEMENTS, UNDISCLOSED LIABILITIES.

                  (a) The Borrower has heretofore furnished to the Lenders its
         consolidated balance sheet and statements of income and cash flows as
         of and for the 2001 Fiscal Year, audited by and accompanied by the
         unqualified opinion of Ernst & Young LLP, independent public
         accountants. Such financial statements present fairly the financial
         condition and results of operations and cash flows of the Borrower and
         its Consolidated Subsidiaries as of such dates and for such periods.
         Such balance sheet and the notes thereto disclose all material
         liabilities, direct, contingent or otherwise, of the Borrower and its
         Consolidated Subsidiaries as of the dates thereof for which disclosure
         is required in accordance with GAAP. Such financial statements were
         prepared in accordance with GAAP applied on a consistent basis, except
         as otherwise noted therein.

                  (b) As of the Effective Date, the Borrower and the
         Subsidiaries do not have any material liability, contingent or
         otherwise, required by GAAP to be set forth on a consolidated balance
         sheet of the Borrower, except (i) as set forth in the financial
         statements referred to in Section 3.05(a), (ii) for items set forth in
         Schedule 3.05(b) and




                                      -55-
<PAGE>

         (iii) for liabilities and obligations incurred in the ordinary course
         of business consistent with past practice.

         SECTION 3.06. NO MATERIAL ADVERSE CHANGE. Since August 31, 2001, and as
of the Effective Date, there has not been any Material Adverse Change in the
business of the Borrower.

         SECTION 3.07. TITLE TO PROPERTIES, POSSESSION UNDER LEASES.

                  (a) Each of the Borrower and the Subsidiaries has good and
         marketable title to, or valid leasehold interests or licenses in, all
         its properties and assets (including without limitation, real property
         and intellectual property interests), except for defects in title that
         do not materially interfere with its ability to conduct its business as
         currently conducted or to utilize such properties and assets for their
         intended purposes. All such properties and assets are free and clear of
         Liens, other than Liens permitted by Section 6.02.

                  (b) Each of the Borrower and the Subsidiaries has complied in
         all material respects with all obligations under all material leases to
         which it is a party and all such leases are in full force and effect.
         Each of the Borrower and the Subsidiaries enjoys peaceful and
         undisturbed possession under all such material leases.

         SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth a list of all of
the Subsidiaries as of the date hereof, the respective jurisdictions of
organization thereof and the percentage ownership interest, direct or indirect,
of the Borrower therein. All of the Subsidiaries are Consolidated Subsidiaries.

         SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS.

                  (a) As of the Effective Date, except as set forth in Schedule
         3.09 or as fully covered by third party insurance, there are no pending
         or, to the knowledge of the Borrower, threatened litigation,
         arbitrations or other proceedings against the Borrower or any
         Subsidiary involving a claim for more than $500,000. Except as noted on
         Schedule 3.09, there are no lawsuits, claims, arbitrations or other
         proceedings which, if adversely determined, whether individually or in
         the aggregate, would have a Material Adverse Effect. As of the
         Effective Date, to the knowledge of the Borrower, except as set forth
         in Schedule 3.09, neither the Borrower nor any Subsidiary is a party or
         subject to or in default under any material judgment, order, injunction
         or decree of any Governmental Authority or arbitration tribunal. Except
         as set forth in Schedule 3.09, there are no actions, suits,
         investigations or proceedings at law or in equity or by or before any
         arbitrator or Governmental Authority now pending or, to the knowledge
         of the Borrower, threatened against or affecting the Borrower, any of
         the Subsidiaries or any business, property or rights of the Borrower or
         any of the Subsidiaries (i) which involve any Loan Document or (ii) as
         to which there is a reasonable possibility of an adverse determination
         and which, if adversely determined, could, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (b) Except as set forth in Schedule 3.09, the Borrower and the
         Subsidiaries are in compliance with all applicable statutes, laws,
         ordinances, rules, orders and regulations



                                      -56-
<PAGE>

         of any Governmental Authority ("APPLICABLE LAWS") including those
         relating to the environment, taxes and occupational health and safety,
         except for instances of noncompliance that, in the aggregate, could not
         reasonably be expected to have a Material Adverse Effect. Except as set
         forth in Schedule 3.09 and as of the Effective Date, neither the
         Borrower nor any Subsidiary has received any written communication
         during the past three years from a Governmental Authority that alleges
         that the Borrower or a Subsidiary is not in compliance in any material
         respect with any Applicable Laws. Except as set forth in Schedule 3.09
         and as of the Effective Date, to the knowledge of the Borrower, there
         is no pending or threatened investigation of the Borrower or a
         Subsidiary by any Governmental Authority.

         SECTION 3.10. AGREEMENTS.

                  (a) Each indenture or other agreement or instrument evidencing
         Indebtedness and each other material agreement, contract, lease,
         license, commitment or other instrument (within the meaning of 17
         C.F.R. ss.229.601(b)(10)(1996)) to which the Borrower or any of the
         Subsidiaries is a party or by which it or any of its properties or
         assets are or may be bound as of the Effective Date is listed on
         Schedule 3.10 hereto (collectively with the Subordinated Notes and any
         agreements listed on Schedule 3.20, the "MATERIAL CONTRACTS").

                  (b) Except as set forth in Schedule 3.10, all the Material
         Contracts are valid, binding and in full force and effect in all
         material respects. Except as set forth in Schedule 3.10, the Borrower
         and the Subsidiaries have performed all material obligations required
         to be performed by them to date under the Material Contracts and they
         are not in breach or default in any material respect thereunder and, to
         the knowledge of the Borrower, no other party to any of the Material
         Contracts is in breach or default in any material respect thereunder.
         Neither the Borrower, nor any of the Subsidiaries, nor, to the
         knowledge of the Borrower, any other party to any Material Contract has
         given notice of termination of, or taken any action inconsistent with
         the continuation of, any Material Contract. None of such other parties
         has any presently exercisable right to terminate any Material Contract
         nor will any such other party have any right to terminate any Material
         Contract on account of the execution, delivery or performance of the
         Loan Documents.

         SECTION 3.11. FEDERAL RESERVE REGULATIONS.

                  (a) Neither the Borrower nor any of the Subsidiaries is
         engaged principally, or as one of its important activities, in the
         business of extending credit for the purpose of purchasing or carrying
         Margin Stock.

                  (b) No part of the proceeds of any Loan and no Letter of
         Credit will be used, whether directly or indirectly, and whether
         immediately, incidentally or ultimately, for any purpose which entails
         a violation of, or which is inconsistent with, the provisions of the
         regulations of the Board, including Regulations U and X.

         SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. Neither the Borrower nor any of the Subsidiaries is (a) an "investment
company" as defined in,



                                      -57-
<PAGE>

or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935 or (c) subject to regulation as a "public
utility" or a "public service corporation" or the equivalent under any Federal
or state law.

         SECTION 3.13. USE OF PROCEEDS. The proceeds of all Loans will be used
solely (a) to provide for the ongoing working capital requirements of the
Borrower and the Subsidiaries and for general corporate purposes (including
working capital, Capital Expenditures in the ordinary course of business and
Permitted Acquisitions) and (b) to pay related fees and expenses. The Letters of
Credit will be issued solely (i) to support various financial and other
performance obligations of the Borrower and the Subsidiaries incurred in the
ordinary course of business and (ii) with respect to the Bank One Letters of
Credit, to collateralize certain permitted Indebtedness of certain Foreign
Subsidiaries.

         SECTION 3.14. TAX RETURNS. Each of the Borrower and the Subsidiaries
has filed or caused to be filed all Federal, state and local tax returns
required to have been filed by it and has paid or caused to be paid all taxes
shown to be due and payable on such returns or on any assessments received by
it, except taxes that are being contested in good faith by appropriate
proceedings diligently pursued and for which adequate reserves in accordance
with GAAP have been set aside on its financial statements.

         SECTION 3.15. NO MATERIAL MISSTATEMENTS. The Confidential Information
Memorandum and the exhibits and schedules (except for forecasts and projections)
furnished by or on behalf of the Borrower to the Lenders in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto, when taken as a whole and evaluated in the context presented, do not
contain any material misstatement of fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which such information was provided. Any such exhibit or
schedule which constitutes a forecast or a projection was prepared in good
faith, was based on assumptions that the Borrower believes to be reasonable and
was based on the best information reasonably available to the Borrower. The
Borrower has no reason to believe that any such forecasts or projections are
misleading in any material respect in light of the circumstances existing at the
time of preparation thereof.

         SECTION 3.16. EMPLOYEE BENEFIT PLANS.

                  (a) Except as set forth in Schedule 3.16, each of the Borrower
         and the Commonly Controlled Entities is in compliance in all material
         respects with the applicable provisions of ERISA and the regulations
         and published interpretations thereunder. Neither a Reportable Event
         nor an "accumulated funding deficiency" (within the meaning of Section
         412 of the Code or Section 302 of ERISA) has occurred within the last
         five years with respect to any Plan, and each Plan has complied in all
         material respects with the applicable provisions of ERISA and the Code.
         No termination of a Single Employer Plan has occurred and no Lien in
         favor of the PBGC or a Plan has arisen during the five years prior to
         the Effective Date.



                                      -58-
<PAGE>

                  (b) Except as set forth in Schedule 3.16, the present value of
         all accrued benefits under each Single Employer Plan in which the
         Borrower or any Commonly Controlled Entity is a participant (based on
         those assumptions used to fund the Plans) did not, as of the last
         annual valuation date, exceed the value of the assets of such Plan
         allocable to such accrued benefits.

                  (c) Neither the Borrower nor any Commonly Controlled Entity
         has had a complete or partial withdrawal from any Multiemployer Plan,
         and neither the Borrower nor any Commonly Controlled Entity would
         become subject to any liability under ERISA if the Borrower or any such
         Commonly Controlled Entity were to withdraw completely from all
         Multiemployer Plans as of the last valuation date.

                  (d) No such Multiemployer Plan is in "reorganization" or
         "insolvent," within the meaning of such terms as used in ERISA.

                  (e) Except as set forth in Schedule 3.16, neither the Borrower
         nor any Commonly Controlled Entity has any liability for post
         retirement benefits to be provided to its current and former employees.

                  (f) No prohibited transaction under ERISA or the Code has
         occurred with respect to any Multiemployer Plan or Single Employer Plan
         which could have a Material Adverse Effect.

         SECTION 3.17. ENVIRONMENTAL AND SAFETY MATTERS. As of the Effective
Date, except as set forth in Schedule 3.17, each of the Borrower and the
Subsidiaries has complied in all material respects with all applicable Federal,
state, local and other statutes, ordinances, orders, judgments, rulings and
regulations relating to protection of the environment or to employee health or
safety. As of the Effective Date, except as set forth in Schedule 3.17, neither
the Borrower nor any Subsidiary has received notice of any material failure so
to comply. The facilities of the Borrower and the Subsidiaries do not manage or
contain any hazardous wastes, hazardous substances, hazardous materials, toxic
substances, toxic pollutants or similarly denominated substances, as those terms
or similar terms are used in the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act, the
Hazardous Materials Transportation Act, the Toxic Substance Control Act, the
Clean Air Act, the Clean Water Act or any other applicable law relating to
protection of the environment, human health or to employee health and safety
(collectively, "HAZARDOUS MATERIALS"), in violation in any material respect of
any such law or any regulations promulgated pursuant thereto. Except as set
forth in Schedule 3.17, to the knowledge of the Borrowers, there are no events,
conditions or circumstances involving environmental pollution, regulation or
control or employee health or safety that are reasonably likely to result in any
material liabilities being incurred by the Borrower or any Subsidiary.

         SECTION 3.18. SECURITY INTERESTS.

                  (a) The Collateral Agent for the benefit of the Secured
         Parties will at all times have the Liens provided for in the Collateral
         Documents and, subject to the filing by the Borrower of continuation
         statements to the extent required by the Uniform Commercial



                                      -59-
<PAGE>

         Code and the continuing possession by the Collateral Agent of the
         certificates representing the securities pledged pursuant to the Pledge
         Agreement, the Collateral Documents will at all times constitute a
         valid and continuing lien of record and first priority perfected
         security interest in all the Collateral referred to therein. No filings
         or recordings are required in order to perfect the security interests
         created under the Collateral Documents, except for filings or
         recordings listed on Schedule 3.18. All such listed filings and
         recordings will have been made on or prior to the Effective Date.

                  (b) All of the shares of common stock of each Subsidiary have
         been duly and validly authorized and issued, are fully paid and
         nonassessable, and were not issued in violation of the preemptive
         rights of any stockholder. The Borrower owns, directly or indirectly,
         good and valid title to 100% (or such other percentage as the Borrower
         does own, directly or indirectly, as noted on Schedule 3.08) of the
         Capital Stock of each Subsidiary, free and clear of all Liens, other
         than the Liens of the Collateral Documents, of every kind, whether
         absolute, matured, contingent or otherwise. There are no existing
         options, warrants, calls or commitments relating to, or any securities
         or rights convertible into, exercisable for or exchangeable for, any
         Capital Stock of the Subsidiaries.

         SECTION 3.19. SOLVENCY.

                  (a) After the making of each Loan made on the Effective Date
         and the uses of proceeds therefrom, each of the Borrower and the
         Subsidiaries will be Solvent on the Effective Date. "SOLVENT" means,
         with respect to any person, that (i) the fair value of the assets of
         such person, at a fair valuation, will exceed the debts and
         liabilities, subordinated, contingent or otherwise, of such person;
         (ii) the present fair saleable value of the property of such person
         will be greater than the amount that will be required to pay the
         liabilities of such person on its debts and other liabilities,
         subordinated, contingent or otherwise, as such debts and other
         liabilities become absolute and matured; (iii) such person will be able
         to pay its debts and liabilities, subordinated, contingent or
         otherwise, as such debts and liabilities become absolute and matured;
         and (iv) such person will not have an unreasonably small amount of
         capital with which to conduct the businesses in which it is engaged as
         such businesses are now conducted and are proposed to be conducted.
         With respect to any contingent liabilities, such liabilities shall be
         computed at the amount which, in light of all the facts and
         circumstances existing at the time, represents the amount which can
         reasonably be expected to become an actual or matured liability.

                  (b) The Borrower does not intend to, or to permit any of the
         Subsidiaries to, and does not believe that the Borrower or any of the
         Subsidiaries will, incur debts beyond its ability to pay such debts as
         they mature taking into account the timing of and amounts of cash to be
         received by the Borrower or any such Subsidiary and the timing of and
         amounts of cash to be payable on or in respect of indebtedness of the
         Borrower or any such Subsidiary.

         SECTION 3.20. TRANSACTIONS WITH AFFILIATES AND SHAREHOLDERS. Except as
set forth in Schedule 3.20 and except for agreements and arrangements among the
Borrower and Wholly Owned Subsidiaries or among Wholly Owned Subsidiaries,
neither the Borrower nor any of the



                                      -60-
<PAGE>

Subsidiaries is a party to, and none of the properties and assets of the
Borrower or any of the Subsidiaries is subject to or bound by, any agreement or
arrangement with, (a) any Affiliate of the Borrower or any of the Subsidiaries,
except in each case those agreements or arrangements that are entered into on
terms not less favorable to the Borrower or any Subsidiary as a comparable
transaction on an arm's-length basis with an unrelated third party or as may be
expressly permitted by Section 6.10, or (b) any Shareholder. Except as set forth
in Schedule 3.20 and except for transactions among the Borrower and Wholly Owned
Subsidiaries or among Wholly Owned Subsidiaries, neither the Borrower nor any of
the Subsidiaries is engaged in any transaction with (i) any Affiliate of the
Borrower or of any Subsidiary, except in each case those agreements or
arrangements that are entered into on terms not less favorable to the Borrower
or any Subsidiary as a comparable transaction on an arm's-length basis with an
unrelated third party or as may be expressly permitted by Section 6.10, or (ii)
any Shareholder.

         SECTION 3.21. INSURANCE. The Borrower and the Subsidiaries maintain
policies of fire and casualty, liability, business interruption and other forms
of insurance in such amounts, with such deductibles and against such risks and
losses, all of which are in accordance with normal industry practices. All such
policies are in full force and effect, all premiums due and payable thereon have
been paid (other than retroactive or retrospective premium adjustments that are
not yet, but may be, required to be paid with respect to any period under
comprehensive general liability and workmen's compensation insurance policies),
and no notice of cancellation or termination has been received with respect to
any such policy which has not been replaced on substantially similar terms prior
to the date of such cancellation. The activities and operations of the Borrower
and the Subsidiaries have been conducted in a manner so as to conform in all
material respects to all applicable provisions of such insurance policies.

         SECTION 3.22. LABOR MATTERS. (a) As of the Effective Date, except as
set forth in Schedule 3.22, there is no labor strike, dispute, work stoppage or
lockout pending or, to the knowledge of the Borrower, threatened against the
Borrower or a Subsidiary; (b) to the knowledge of the Borrower, as of the
Effective Date, no union organizational campaign is in progress with respect to
the employees of the Borrower or a Subsidiary; (c) as of the Effective Date,
there is no unfair labor practice charge or complaint against the Borrower or a
Subsidiary pending or, to the knowledge of the Borrower, threatened before the
National Labor Relations Board; (d) there are no pending or threatened union
grievances against the Borrower or a Subsidiary as to which there is a
reasonable possibility of adverse determination and that, if so determined,
would have a Material Adverse Effect; (e) there are no pending, or, to the
knowledge of the Borrower, threatened, charges against the Borrower, a
Subsidiary or any current or former employee of the Borrower before the Equal
Employment Opportunity Commission or any state or local agency responsible for
the prevention of unlawful employment practices which individually or in the
aggregate are reasonably likely to have a Material Adverse Effect; and (f) as of
the Effective Date, none of the Borrower and the Subsidiaries has received
written notice during the past three years of the intent of any Governmental
Authority responsible for the enforcement of labor or employment laws to conduct
an investigation of the Borrower or a Subsidiary and, to the knowledge of the
Borrower, no such investigation is in progress.



                                      -61-
<PAGE>

                                   ARTICLE IV

                             CONDITIONS OF LENDING

         SECTION 4.01. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE. This Amended
Agreement shall become effective on the first date (the "EFFECTIVE DATE") when
all of the following conditions precedent set forth in this Section 4.01, and
the additional conditions precedent set forth in Section 4.02, have been
satisfied:

                  (a) The Administrative Agent shall have received (i)
         counterparts hereof signed by each of the parties (or, in the case of
         any Lender as to which an executed counterpart shall not have been
         received, telecopy or other written confirmation from such party in
         form satisfactory to the Administrative Agent of the execution of a
         counterpart hereof by such Lender), (ii) counterparts of the Borrower's
         Consent and Agreement signed by each of the parties thereto (or, in the
         case of any Lender as to which an executed counterpart shall not have
         been received, telecopy or other written confirmation from such party
         in form satisfactory to the Administrative Agent of the execution of
         the counterpart thereof by such Lender), and (iii) counterparts of the
         Subsidiary's Consent and Agreement signed by each of the parties
         thereto (or, in the case of any Lender as to which an executed
         counterpart shall not have been received, telecopy or other written
         confirmation from such party in form satisfactory to the Administrative
         Agent of the execution of the counterpart thereof by such Lender).

                  (b) The Administrative Agent shall have received for the
         account of each Lender requesting the same a duly executed Note or
         Notes, dated the Effective Date, complying with the provisions of
         Section 2.05. On the Effective Date, the Lenders under the Existing
         Credit Agreement will return the notes issued pursuant to the Existing
         Credit Agreement to the Borrower for cancellation, and such Notes will
         be (to the extent new Notes are requested) replaced, as applicable, by
         the Notes dated the Effective Date and issued to the Lenders hereunder.

                  (c) The Collateral Agent on behalf of the Secured Parties
         shall have a security interest in the Collateral of the type and
         priority described in the Collateral Documents, perfected to the extent
         contemplated by Section 3.18 and the Administrative Agent shall have
         received:

                           (i) confirmation by the Borrower and the Collateral
                  Agent that the Collateral Agent has previously received
                  certificates representing all Pledged Securities (as defined
                  in the Pledge Agreement), accompanied by stock powers endorsed
                  in blank;

                           (ii) confirmation by the Borrower that no additional
                  filing, registration or recordation of any document (including
                  any Uniform Commercial Code financing statement) is required
                  to be filed, registered or recorded in order to create in
                  favor of the Collateral Agent for the benefit of the Secured
                  Parties a valid, legal and perfected security interest in or
                  Lien on the Collateral except for filings ("Effective Date
                  Filings") disclosed to the Administrative Agent and as to


                                      -62-
<PAGE>

                  which arrangements for filing satisfactory to the
                  Administrative Agent have been made as of the Effective Date;
                  and

                           (iii) searches of Uniform Commercial Code filings in
                  the jurisdiction of incorporation and the chief executive
                  office of the Borrower and each Subsidiary and each
                  jurisdiction where any Collateral is located and where a
                  filing was made in connection with the Original Credit
                  Agreement or the Existing Credit Agreement and the Collateral
                  Documents, confirming (subject to the Effective Date Filings
                  and to the extent filing is required) the perfected security
                  interest in the Collateral in favor of the Collateral Agent
                  for the benefit of the Secured Parties.

                  (d) The Administrative Agent shall have received an opinion of
         Thompson Hine LLP, counsel to the Borrower and the Subsidiaries,
         substantially in the form of Exhibit E hereto dated the Effective Date
         and addressed to the Administrative Agent and the Lenders.

                  (e) The Administrative Agent shall have received:

                           (i) Copies of the certificate of incorporation of the
                  Borrower and each Guarantor, together with all amendments, and
                  a certificate of good standing, each certified by the
                  appropriate governmental officer in its jurisdiction of
                  incorporation.

                           (ii) Copies, certified by the Secretary or Assistant
                  Secretary of the Borrower and each Guarantor, of its by-laws
                  and of its Board of Directors' resolutions and of resolutions
                  or actions of any other body authorizing the execution of the
                  Loan Documents to which such person is a party.

                           (iii) An incumbency certificate, executed by the
                  Secretary or Assistant Secretary of the Borrower and each
                  Guarantor, which shall identify by name and title and bear the
                  signatures of the Responsible Officers and any other officers
                  of the Borrower and each Guarantor authorized to sign the Loan
                  Documents to which the Borrower or such Guarantor is a party,
                  upon which certificate the Administrative Agent and the
                  Lenders shall be entitled to rely until informed of any change
                  in writing by the Borrower or such Guarantor.

                           (iv) An Officer's Certificate, dated the Effective
                  Date and signed by a Responsible Officer of the Borrower
                  confirming compliance with the conditions precedent set forth
                  in subparagraphs (g), (h), (i) and (j) of this Section 4.01
                  and in subparagraphs (b), (c) and (d) of Section 4.02;

                           (v) such other documents, opinions, certificates and
                  agreements in connection with the Revolving Credit Facility,
                  in form and substance satisfactory to the Administrative
                  Agent, as it shall reasonably request.

                  (f) The Borrower shall have paid all Fees and other amounts
         due and payable to the Administrative Agent or any Lender on or prior
         to the Effective Date, including,



                                      -63-
<PAGE>

         without limitation, all fees and other amounts accrued to the Effective
         Date to the Administrative Agent for the account of each Lender
         pursuant to Section 2.05 of the Existing Credit agreement.

                  (g) No Material Adverse Change shall have occurred (i) since
         August 31, 2001 or (ii) relative to the pro-forma financial statements
         in the Confidential Information Memorandum.

                  (h) The Administrative Agent shall have received evidence
         satisfactory to it that the Borrower and the Subsidiaries have obtained
         all governmental (whether domestic or foreign), shareholder and third
         party consents and approvals and expiration of all applicable waiting
         or appeal periods necessary or, in the opinion of the Administrative
         Agent, appropriate in connection with the Revolving Credit Facility and
         the pledge of the Collateral for the Revolving Credit Facility without
         any action being taken that could restrain, prevent or impose any
         material adverse condition on the Borrower, the Subsidiaries (or any of
         them) or the transactions contemplated hereby or that could seek or
         threaten any of the foregoing, and no law or regulation or condition
         shall be applicable which in the judgment of the Administrative Agent
         could have such effect.

                  (i) There shall not exist any action, suit, investigation or
         proceeding pending or threatened in any court or before any arbitrator
         or Governmental Authority that purports to adversely affect the
         Revolving Credit Facility or that could have a Material Adverse Effect.

                  (j) None of the Borrower and the Subsidiaries shall be in
         violation of any law, rule or regulation, or in default with respect to
         any judgment, writ, injunction or decree of any Governmental Authority,
         where such violation or default could reasonably be expected to result
         in a Material Adverse Effect.

                  (k) Each "Lender" under the Existing Agreement which is not a
         Lender under this Amended Agreement shall have delivered to the
         Administrative Agent a consent hereto in form satisfactory to the
         Administrative Agent.

                  (l) The Borrower shall have repaid in full (or shall repay in
         full substantially contemporaneously with the initial extension of
         credit hereunder) all loans outstanding under the Existing Agreement
         together with all accrued interest and fees including Letter of Credit
         Fees) payable thereunder (whether or not due and owing).

                  (m) The holders of more than 50% in aggregate outstanding
         principal amount of the Senior Notes shall have executed and delivered
         to the Administrative Agent a written consent hereto in form
         satisfactory to the Administrative Agent.

                  (n) An amendment to the Collateral Agency Agreement in form
         and substance satisfactory to the Administrative Agent shall have been
         executed and delivered by the requisite parties.

                  (o) Each Lender which is not already a party to the Collateral
         Agency Agreement shall have executed a counterpart thereof.

                                      -64-
<PAGE>

                  (p) Bank One Ohio shall have confirmed to the Administrative
         Agent its resignation as "Administrative Agent" as described in Section
         8.09.

         SECTION 4.02. ALL CREDIT EVENTS. The obligations of the Lenders to make
Loans hereunder, and the obligation of the Issuing Bank to issue or amend
Letters of Credit hereunder, are subject to the satisfaction of the conditions
that on the date of each Borrowing and on the date of issuance of each Letter of
Credit:

                  (a) The Administrative Agent shall have received a notice of
         such Borrowing as required by Section 2.04 or Section 2.11, or a notice
         requesting the issuance of such Letter of Credit as required by Section
         2.23(c), or a notice requesting a Swingline Borrowing as required by
         Section 2.22(a), as applicable.

                  (b) The representations and warranties set forth in Article
         III and the representations and warranties of the Borrower and the
         Subsidiaries set forth in the other Loan Documents shall be true and
         correct in all material respects on and as of the date of such
         Borrowing or the date of the issuance of such Letter of Credit with the
         same effect as though made on and as of such date, except to the extent
         such representations and warranties expressly relate to an earlier date
         (in which case such representations and warranties shall be true and
         correct in all material respects on and as of such earlier date).

                  (c) At the time of and immediately after such Borrowing or the
         issuance of such Letter of Credit, the aggregate outstanding Dollar
         Amount of the Loans of each Class, the Swingline Exposure and the
         Letter of Credit Exposure shall not exceed the limitations set forth in
         Section 2.02.

                  (d) At the time of and immediately after such Borrowing or the
         issuance or amendment of such Letter of Credit, no Default or Event of
         Default shall have occurred and be continuing.

Each Borrowing hereunder and each issuance or amendment of a Letter of Credit
hereunder shall be deemed to constitute a representation and warranty by the
Borrower on the date of such Borrowing or issuance of such Letter of Credit as
to the matters specified in paragraphs (b), (c) and (d) of this Section 4.02.
For purposes of this Section 4.02, a "Borrowing" does not include a conversion
or continuation of a previously outstanding Borrowing pursuant to Section 2.11.

                                   ARTICLE V

                             AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees with each Lender that so long as this
Amended Agreement shall remain in effect and until the Commitments have been
terminated and the Loans, together with interest, Fees and all other Obligations
have been paid in full, all Letters of Credit have been canceled or have
expired, and all amounts drawn thereunder have been reimbursed in full, unless
the Required Lenders shall otherwise consent in writing:

         SECTION 5.01. EXISTENCE, BUSINESSES AND PROPERTIES.

                                      -65-
<PAGE>

                  (a) The Borrower will, and will cause each of the Subsidiaries
         to, do or cause to be done all things necessary to preserve, renew and
         keep in full force and effect its legal existence, except as otherwise
         expressly permitted under Sections 6.05(a) and (b).

                  (b) The Borrower will, and will cause each of the Subsidiaries
         to, do or cause to be done all things necessary to obtain, preserve,
         renew, extend and keep in full force and effect the rights, leases,
         privileges, licenses, permits, franchises, authorizations, patents,
         copyrights, trademarks, trade names and all other intellectual property
         material to the conduct of its business; maintain and operate such
         business in substantially the manner in which it is presently conducted
         and operated; comply in all material respects with all applicable laws,
         rules, regulations (including any zoning, building, ordinance, code or
         approval or any building permits or any restrictions of record or
         agreements affecting real property and excluding environmental laws,
         which are subject to the provisions of Section 5.11) and judgments,
         writs, injunctions, decrees and orders of any Governmental Authority,
         whether now in effect or hereafter enacted; and at all times maintain
         and preserve all property material to the conduct of such business and
         keep such property in good repair, working order and condition (subject
         to ordinary wear and tear) and from time to time make, or cause to be
         made, all needful and proper repairs, renewals, additions, improvements
         and replacements thereto necessary in order that the business carried
         on in connection therewith may be properly conducted at all times.

         SECTION 5.02. INSURANCE.

                  (a) The Borrower will, and will cause each of the Subsidiaries
         to, keep its insurable properties fully insured at all times by
         financially sound and reputable insurers; such insurance to include
         fire and other risks insured against by extended coverage, public and
         product liability insurance against claims for personal injury or death
         or property damage occurring upon, in, about or in connection with the
         use of any properties owned, occupied or controlled by it and business
         interruption insurance, and maintain such other insurance as may be
         required by law and as is customary in the industry. The Borrower shall
         deliver to the Administrative Agent on the Effective Date a report from
         the Borrower's independent insurance consultant demonstrating that the
         insurance required by this Section 5.02 is in effect.

                  (b) The Borrower will, and will cause each of the Subsidiaries
         to, on the request of the Administrative Agent, deliver original or
         certified copies of all insurance policies to the Administrative Agent.

                  (c) In connection with the covenants set forth in this Section
         5.02, it is understood and agreed that:

                           (i) none of the Administrative Agent, the Lenders,
                  the Issuing Bank or their respective agents or employees shall
                  be liable for any loss or damage insured by the insurance
                  policies required to be maintained under this Section 5.02, it
                  being understood that (A) the Borrower and the Subsidiaries
                  shall look solely to their insurance companies or any other
                  parties other than the aforesaid parties for the recovery of
                  such loss or damage and (B) such insurance companies shall
                  have



                                      -66-
<PAGE>

                  no rights of subrogation against the Administrative Agent, the
                  Lenders, the Issuing Bank or their Affiliates, agents or
                  employees;

                           (ii) upon the occurrence of an Event of Default, the
                  Borrower will permit an insurance consultant retained by the
                  Administrative Agent, at the expense of the Borrower, to
                  review the insurance policies maintained by the Borrower and
                  the Subsidiaries; and

                           (iii) the designation of any form, type or amount of
                  insurance coverage by the Administrative Agent or the Lenders
                  under this Section 5.02 shall in no event be deemed a
                  representation, warranty or advice by the Administrative Agent
                  or the Lenders that such insurance is adequate for the
                  purposes of the business of the Borrower and the Subsidiaries
                  or the protection of their properties.

         SECTION 5.03. OBLIGATIONS AND TAXES. The Borrower will, and will cause
each of the Subsidiaries to, pay all of its Indebtedness and other obligations
promptly and in accordance with their terms and pay and discharge promptly when
due all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might give rise to a Lien
upon such properties or any part thereof, PROVIDED, THAT, such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings diligently pursued and the
Borrower shall have set aside on its books adequate reserves in accordance with
GAAP with respect thereto and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien.

         SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC. The Borrower will
furnish to the Administrative Agent and each Lender:

                  (a) as soon as available, and in any event within 105 days
         after the end of each Fiscal Year (i) its consolidated and
         consolidating balance sheet and related consolidated and consolidating
         statements of operations and cash flows, showing the consolidated and
         consolidating financial position of the Borrower and its Consolidated
         Subsidiaries as of the close of such Fiscal Year and the consolidated
         and consolidating results of their operations and cash flows during
         such year, in each case setting forth in comparative form the figures
         for the preceding Fiscal Year, with all of the consolidated statements
         having been audited by a nationally recognized independent public
         accounting firm and accompanied by an opinion of such accountants
         (which shall not be qualified in any material respect) to the effect
         that such financial statements fairly present the consolidated
         financial position and consolidated results of operations and cash
         flows of the Borrower and its Consolidated Subsidiaries in accordance
         with GAAP consistently applied and (ii) copies of its Annual Report on
         Form 10-K prepared in compliance with the requirements therefor and
         filed with the SEC;

                  (b) as soon as available, and in any event within 45 days
         after the end of each of the first three fiscal quarters of each Fiscal
         Year (i) its consolidated balance sheet and



                                      -67-
<PAGE>

         related consolidated statements of operations and cash flows, showing
         the consolidated financial position of the Borrower and its
         Consolidated Subsidiaries as of the close of such fiscal quarter, the
         consolidated results of their operations and cash flows during such
         fiscal quarter and the then elapsed portion of such Fiscal Year and the
         consolidated cash flows for the then elapsed portion of such Fiscal
         Year, all certified by one of its Financial Officers as fairly
         presenting the consolidated financial position and consolidated results
         of operations and cash flows of the Borrower and its Consolidated
         Subsidiaries in accordance with GAAP consistently applied, subject to
         normal year-end audit adjustments and (ii) copies of its Quarterly
         Report on form 10-Q prepared in compliance with the requirements
         therefore and filed with the SEC;

                  (c) concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, an Officer's Certificate of the
         Borrower certifying that no Default or Event of Default has occurred
         or, if such a Default or Event of Default has occurred, specifying the
         nature and extent thereof and any corrective action taken or proposed
         to be taken with respect thereto and disclosing the date and amount of
         any Asset Sales and related Net Cash Proceeds occurring in the
         applicable fiscal quarters and Borrower's intent to reinvest the same
         pursuant to 2.12(b);

                  (d) concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, a certificate of a Financial Officer
         of the Borrower, substantially in the form of Exhibit F hereto, (i)
         setting forth computations in reasonable detail satisfactory to the
         Administrative Agent demonstrating compliance with the covenants
         contained in Sections 6.13 and 6.14, (ii) setting forth computations in
         reasonable detail satisfactory to the Administrative Agent
         demonstrating the Consolidated Leverage Ratio, and (iii) stating
         whether, since the date of the most recent Required Financial
         Statements previously delivered, there has been any material change in
         the generally accepted accounting principles applied in the preparation
         of the Borrower's financial statements and, if so, describing such
         change;

                  (e) promptly upon their becoming publicly available, copies of
         all (i) financial statements, reports, notices and proxy statements
         sent or made available by the Borrower to all of its security holders
         in compliance with the Exchange Act or any comparable Federal or state
         laws relating to the disclosure by any person of information to its
         security holders, (ii) all regular and periodic reports and all
         registration statements and prospectuses filed by the Borrower with any
         securities exchange or with the SEC, and (iii) all press releases and
         other statements made available by the Borrower or its Subsidiaries
         concerning material developments in the business of the Borrower or any
         of the Subsidiaries, as the case may be;

                  (f) promptly upon completion, but in any event not later than
         45 days after the commencement of each Fiscal Year, a copy of
         projections by the Borrower of its consolidated balance sheet and
         related consolidated statements of operations and cash flows for such
         Fiscal Year (including all material assumptions to such projections)
         and a budget for such Fiscal Year, all in form customarily prepared by
         the Borrower's management, such projected financial statements to be
         accompanied by a certificate of a Financial Officer to the effect that
         such projected financial statements have been prepared



                                      -68-
<PAGE>

         in good faith, based on assumptions that the Borrower believes to be
         reasonable and based on the best information available to the Borrower
         and that such Financial Officer has no reason to believe they are
         misleading, in any material respect in light of the circumstances
         existing at the time of preparation thereof;

                  (g) at least 10 but not more than 30 days prior to any
         Permitted Acquisition, financial projections covering the period from
         the date of such Permitted Acquisition through the Revolving Credit
         Maturity Date giving effect to such Permitted Acquisition and
         demonstrating compliance by the Borrower on a pro forma basis with the
         covenants in Article VI from and after the date of, and after giving
         effect to such Permitted Acquisition through the Revolving Credit
         Maturity Date (such projections to be certified by a Financial Officer
         of the Borrower as having been prepared in good faith on the basis of
         assumptions believed by the Borrower to be reasonable);

                  (h) as soon as available, and in any event within 15 days of
         receipt, any final management letter issued or provided by the auditors
         of the Borrower or any Subsidiary; and

                  (i) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         the Borrower or any Subsidiary, or compliance with the terms of any
         Loan Document, as the Administrative Agent or any Lender may reasonably
         request.

         SECTION 5.05. OTHER INFORMATION. (a) The Borrower will furnish to the
Administrative Agent prompt written notice of the following:

                           (i) any Default or Event of Default, specifying the
                  nature and extent thereof and the corrective action (if any)
                  proposed to be taken with respect thereto;

                           (ii) the filing or commencement of, or any threat or
                  notice of intention of any person to file or commence, any
                  action, suit or proceeding, whether at law or in equity or by
                  or before any Governmental Authority, against or affecting the
                  Borrower or any of the Subsidiaries (A) which, if adversely
                  determined, could individually or in the aggregate, reasonably
                  be expected to have a Material Adverse Effect or (B) which
                  involves a claim or series of related claims against the
                  Borrower or any Subsidiary in excess of $2,000,000; PROVIDED,
                  THAT, the Borrower is not required to give written notice of
                  claims fully covered by third party insurance;

                           (iii) all matters materially affecting the value,
                  enforceability or collectibility of any material portion of
                  its assets, including changes to significant contracts,
                  schedules of equipment, changes of significant equipment or
                  real property, the reclamation or repossession of, or the
                  return to the Borrower or any of the Subsidiaries of, a
                  material amount of goods and material claims or disputes
                  asserted by any customer or other obligor, which matters could
                  have a Material Adverse Effect;

                                      -69-
<PAGE>

                           (iv) any material adverse change in the relationship
                  between any of the Borrowers and the Subsidiaries, on the one
                  hand, and any of its respective suppliers, licensors or
                  customers, on the other hand, which could reasonably be
                  expected to have a Material Adverse Effect;

                           (v) all proposed amendments to any material agreement
                  relating to Indebtedness to which the Borrower or any
                  Subsidiary is a party; and

                           (vi) any development that individually or in the
                  aggregate has resulted in, or could reasonably be expected to
                  have, a Material Adverse Effect.

                  (b) Immediately upon receipt by the Borrower, the Borrower
         shall provide the Administrative Agent and the Lenders with copies of
         all notices (including notices of default), statements and financial
         information received from any other creditor or lessor with respect to
         any item of Indebtedness which, if not paid, could give rise to an
         Event of Default or the repossession of material property from the
         Borrower or any of the Subsidiaries.

                  (c) Any notification required by this Section 5.05 shall be
         accompanied by a certificate of a Financial Officer of the Borrower
         setting forth the details of the specified events and the action which
         the Borrower proposes to take with respect thereto.

         SECTION 5.06. ERISA.

                  (a) The Borrower will, and will cause each of the Subsidiaries
         to, comply in all material respects with the applicable provisions of
         ERISA and the Code.

                  (b) The Borrower will promptly give notice to the
         Administrative Agent and each Lender of the following events, as soon
         as possible and in any event within 30 days after the Borrower knows or
         has reason to know thereof: (i) the occurrence or expected occurrence
         of any Reportable Event with respect to any Plan, a failure to make any
         required contribution to a Plan, any filing by the Borrower with the
         PBGC of a notice of intent to terminate a Plan, any receipt by the
         Borrower of notice from the PBGC of the intention of the PBGC to
         terminate a Plan or appoint a trustee to administer a Plan, any Lien in
         favor of the PBGC or a Plan, or any withdrawal from, or the
         termination, reorganization or insolvency (within the meaning of such
         terms as used in ERISA) of, any Multiemployer Plan; or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         termination, reorganization or insolvency (within the meaning of such
         terms as used in ERISA) of, any Single Employer Plan or Multiemployer
         Plan.

         SECTION 5.07. MAINTAINING RECORDS, ACCESS TO PROPERTIES AND
INSPECTIONS. The Borrower will, and will cause each of the Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all requirements of law are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of the Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender to visit and inspect the financial
records and the

                                      -70-
<PAGE>

properties of the Borrower or any Subsidiary at reasonable times and as often as
reasonably requested, and to make extracts from and copies of such financial
records, and permit any representatives designated by the Administrative Agent
or any Lender to discuss the affairs, finances and condition of the Borrower or
any Subsidiary with the officers thereof and independent accountants therefor
(with representatives of the Borrower present unless an Event of Default or
Default has occurred and is continuing).

         SECTION 5.08. USE OF PROCEEDS. Use Borrower will use the proceeds of
the Loans and request the issuance of Letters of Credit only for the purposes
set forth in Section 3.13.

         SECTION 5.09. INTEREST RATE PROTECTION AGREEMENTS. After the Effective
Date in the event the Borrower elects to enter into and thereafter maintain in
full force and effect Interest Rate Protection Agreements, then such Interest
Rate Protection Agreements shall be at rates and on terms reasonably
satisfactory to the Administrative Agent and the Borrower; PROVIDED, THAT, it is
understood and agreed that any Interest Rate Protection Agreement entered into
with any person other than a Lender must be unsecured. The Borrower will
promptly deliver evidence of the execution and delivery of such Interest Rate
Protection Agreements to the Administrative Agent.

         SECTION 5.10. FISCAL YEAR. The Borrower will cause its Fiscal Year to
end on August 31 in each year. The Borrower will cause each Subsidiary to cause
their respective Fiscal Years to end on the date in each year that is the date
of such Subsidiaries' Fiscal Year end in effect as of the Effective Date.

         SECTION 5.11. COMPLIANCE WITH ENVIRONMENTAL LAWS; PREPARATION O
ENVIRONMENTAL REPORTS.

                  (a) The Borrower will, and will cause each Subsidiary to,
         comply, and use its best efforts to cause all lessees and other persons
         occupying the properties owned or leased by the Borrower and the
         Subsidiaries to comply, in all material respects with all environmental
         laws and environmental permits applicable to its operations and
         properties except to the extent that the failure to comply therewith
         could not reasonably be expected to result in liability in excess of
         $500,000; obtain and renew all material environmental permits necessary
         for its operations and properties; and conduct any remedial action
         required under, and in accordance with, environmental laws, except to
         the extent that: (i) the cost of such remedial action could not
         reasonably be expected to exceed $500,000; or (ii) the necessity of any
         such remedial action is being contested in good faith by appropriate
         proceedings timely instituted and diligently pursued and in the manner
         provided by applicable law.

                  (b) If a Default or Event of Default caused by reason of a
         breach of Section 3.17 or 5.11(a) shall have occurred and be
         continuing, or if the laws of the United States or any state in which
         the Borrower or any of the Subsidiaries leases or owns property provide
         that a Lien upon the property of the Borrower or any of the
         Subsidiaries may be obtained for the removal of Hazardous Materials
         which have been released, at the request of the Required Lenders
         through the Administrative Agent, the Borrower will provide to the
         Lenders within 45 days after such request, at the expense of the
         Borrower, an

                                      -71-
<PAGE>

         environmental site assessment report for the properties which are the
         subject of such Default or Event of Default prepared by an
         environmental consulting firm reasonably acceptable to the
         Administrative Agent and indicating the presence or absence of
         Hazardous Materials and the estimated cost of any compliance or
         remedial action in connection with such properties. To the extent any
         such Hazardous Materials are located therein or thereunder that either
         (i) subjects a property to Lien or (ii) requires removal to safeguard
         the health of any person, the Borrower shall, and shall cause each of
         the Subsidiaries to, remove, or cause to be removed, such Lien and such
         Hazardous Materials at the Borrower's expense.

         SECTION 5.12. SUBSIDIARIES. The Borrower shall cause each and every
Domestic Subsidiary that is organized or acquired subsequent to the Effective
Date to execute and deliver an Intercompany Note and a Supplemental Agreement
immediately upon and contemporaneously with their organization or acquisition.
The Borrower will cause each and every Wholly Owned Subsidiary that is a Foreign
Subsidiary and each and every Foreign Subsidiary that is not a Wholly Owned
Subsidiary that is existing as of the Effective Date, or organized or is
acquired subsequent thereto, to (x) prior to the date the applicable Foreign
Subsidiary incurs Intercompany Indebtedness to the Borrower or a Wholly Owned
Subsidiary that is a Domestic Subsidiary, at which time and as a condition to
that borrowing, such Foreign Subsidiary shall execute and deliver an
Intercompany Note, and (y) in the event any Foreign Subsidiary borrows funds (as
permitted hereunder) in excess of $250,000 from the Borrower or any Domestic
Subsidiary, contemporaneously with such borrowing, deliver an opinion of counsel
reasonably required by the Administrative Agent and the Collateral Agent, as the
case may be, regarding the enforceability thereof and the Lender's security
interest therein. Nothing in this Section 5.12 shall be deemed to imply that any
such acquisition or organization of a Subsidiary is permitted under this Amended
Agreement.

         SECTION 5.13. FURTHER ASSURANCES. Within 10 days after a request by the
Administrative Agent, the Collateral Agent or the Required Lenders, the Borrower
will, and will cause each Subsidiary to, execute any and all further documents,
financing statements, agreements and instruments, and take all further action
(including filing Uniform Commercial Code and other financing statements that
may be required under applicable law, or that the Required Lenders, the
Administrative Agent or the Collateral Agent may reasonably request), in order
to effectuate the transactions contemplated by the Loan Documents and in order
to grant, maintain, preserve, protect and perfect the validity and first
priority of the security interests created or intended to be created by the
Collateral Documents. Such security interests and Liens will be created under
the Collateral Documents and other security agreements, instruments and
documents in form and substance satisfactory to the Administrative Agent and the
Collateral Agent, and the Borrower shall deliver or cause to be delivered to the
Lenders all such instruments and documents (including legal opinions and lien
searches) as the Administrative Agent and the Collateral Agent shall reasonably
request to evidence compliance with this Section 5.13. The Borrower agrees to
provide such evidence as the Administrative Agent and the Collateral Agent shall
reasonably request as to the perfection and priority status of each such
security interest and Lien.

         SECTION 5.14. FOREIGN SUBSIDIARIES. With respect to those Foreign
Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14, the
Borrower agrees (to the extent



                                      -72-
<PAGE>

it has not already done so) to cause such Foreign Subsidiaries to execute and
deliver to the Borrower, and then to the Collateral Agent pursuant to the Pledge
Agreement, all within 90 days from the Effective Date, Intercompany Notes
executed on behalf of such Foreign Subsidiaries.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Borrower covenants and agrees with each Lender that so long as this
Amended Agreement shall remain in effect and until the Commitments have been
terminated and the Loans, together with interest, Fees and all other Obligations
have been paid in full, all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing:

         SECTION 6.01. INDEBTEDNESS. The Borrower will not, and will not cause
or permit any of the Subsidiaries to, incur, create, issue, assume, guarantee or
permit to exist any Indebtedness or Disqualified Stock, except:

                  (a) Indebtedness or Disqualified Stock existing on the
         Effective Date that is set forth in Schedule 6.01 (but not any
         extension, renewal, increase or refinancing thereof, other than the
         refinancing of Indebtedness permitted under Section 6.01(d) (i) if such
         refinancing is within the terms and limits of Section 6.01(d)(i));

                  (b) Indebtedness created and evidenced by the Loan Documents;

                  (c) Intercompany Indebtedness existing on the Effective Date
         that is set forth on Schedule 6.01, or arising thereafter; provided,
         THAT (i) in the case of Intercompany Indebtedness existing on the
         Effective Date, all such Indebtedness is listed on Schedule 6.01, (ii)
         in the case of Intercompany Indebtedness arising after the Effective
         Date, all such Indebtedness is evidenced by Intercompany Notes pledged
         to the Collateral Agent pursuant to the Pledge Agreement and is
         permitted pursuant to Section 6.04(b); PROVIDED, THAT, the aggregate
         Intercompany Indebtedness of Foreign Subsidiaries to the Borrower or
         any Domestic Subsidiary shall not exceed $60,000,000 at any time and,
         contemporaneously with any loan or advance to a Foreign Subsidiary, if
         required by the terms of Section 5.12, the Borrower shall deliver or
         cause to be delivered to the Collateral Agent an opinion of counsel to
         such Foreign Subsidiary, in form and substance reasonably satisfactory
         to the Collateral Agent, stating that the applicable Intercompany Note
         is the valid, binding and enforceable obligation of such Foreign
         Subsidiary and (iii) Intercompany Indebtedness that is created between
         Domestic Subsidiaries that are Wholly Owned Subsidiaries is not
         required to be evidenced by Intercompany Notes; provided that such
         Indebtedness (A) is incurred in good faith, in the ordinary course of
         business, and for a legitimate company purpose, (B) is unsecured and
         (C) is, by its terms, not assignable, transferable, sellable, or
         otherwise pledgeable to any third party;

                  (d) Indebtedness for borrowed money of Foreign Subsidiaries to
         unrelated third parties (including guarantees with respect thereto by
         the Borrower or any other Subsidiaries, as long as those guarantees are
         unsecured (except for Liens on the assets



                                      -73-
<PAGE>

         (other than Capital Stock) of the applicable Foreign Subsidiary)) that
         does not exceed $30,000,000 in an aggregate amount outstanding at any
         time, (which Indebtedness includes the Indebtedness described in item 4
         of Schedule 6.01);

                  (e) Indebtedness of the Borrower or any Wholly Owned
         Subsidiary that is a Domestic Subsidiary to Foreign Subsidiaries;
         PROVIDED, THAT such Indebtedness is unsecured and is created and
         outstanding under an agreement or instrument pursuant to which such
         Indebtedness is subordinated to the Obligations secured under the
         Collateral Documents at least to the extent provided in the instrument
         attached hereto as Exhibit I;

                  (f) Indebtedness owed to any person providing worker's
         compensation, health, disability or other employee benefits, property,
         casualty or liability insurance to the Borrower or any Subsidiary, so
         long as such Indebtedness shall not be in excess of the amount of the
         unpaid cost or estimated or negotiated amounts of, and shall be
         incurred only to defer the cost or estimated or negotiated amounts of,
         such insurance for the applicable insurance period for which such
         Indebtedness is incurred and such Indebtedness shall be outstanding
         only during such period (which period shall not extend beyond the date
         that is two years after the date on which such Indebtedness is
         incurred);

                  (g) Indebtedness (including Capital Lease Obligations and
         Purchase Money Indebtedness) issued or assumed as the deferred purchase
         price of property or services (excluding trade accounts payable arising
         in the ordinary course of business and paid in accordance with
         customary trade terms) in a principal amount at any time outstanding
         not in excess of $5,000,000 and incurred to finance Capital
         Expenditures permitted by Section 6.13;

                  (h) Interest Rate Protection Agreements entered into in
         accordance with Section 5.09;

                  (i) Indebtedness for advances permitted by Section 6.04(d);

                  (j) Indebtedness issued to a seller or assumed as the deferred
         purchase price of a person (or to which the acquired person is
         subject), business or asset in connection with a Permitted Acquisition
         pursuant to Section 6.04(g); PROVIDED, THAT (i) such Indebtedness is
         not secured by a Lien on any assets other than assets acquired in such
         Permitted Acquisition, (ii) any Indebtedness issued or assumed pursuant
         to this Section 6.01(j) may not be refinanced in any manner except with
         Revolving Loans and (iii) the aggregate principal Dollar Amount of all
         such Indebtedness outstanding at any time (together with the aggregate
         principal amount of Indebtedness outstanding at such time pursuant to
         Section 6.01(m)) shall not exceed $30,000,000;

                  (k) Indebtedness from one Wholly Owned Foreign Subsidiary to
         another Wholly Owned Foreign Subsidiary; PROVIDED, THAT, such
         Indebtedness (i) is incurred in good faith, in the ordinary course of
         business, and for a legitimate company purpose, (ii) is unsecured and
         (iii) is, by its terms, not assignable, transferable, sellable, or
         otherwise pledgeable to any third party;



                                      -74-
<PAGE>

                  (l) Indebtedness of Foreign Subsidiaries pursuant to foreign
         currency hedge contracts entered into in the ordinary course of
         business;

                  (m) Indebtedness arising under the Romaco Notes; provided that
         the outstanding principal amount of such Indebtedness, together with
         the outstanding aggregate principal Dollar Amount of Indebtedness
         incurred pursuant to Section 6.01(j) shall at no time exceed
         $30,000,000;

                  (n) Indebtedness of any Italian Subsidiary, any German
         Subsidiary, any UK Subsidiary, any Canadian Subsidiary that (i) does
         not exceed, for all such Subsidiaries on a collective basis,
         $50,000,000 in the aggregate, (ii) is collateralized by a Bank One
         Foreign Currency Letter of Credit, and (iii) is unsecured;

                  (o) Indebtedness created pursuant to the Senior Note Purchase
         Agreement and evidenced by the Senior Notes;

                  (p) Indebtedness of the Borrower or any of its Subsidiaries
         incurred in connection with the issuance of Bank Guarantees; provided,
         THAT (i) the aggregate principal Dollar Amount of such Bank Guarantees
         does not exceed $15,000,000 at any one time and (ii) such Bank
         Guarantees shall be (A) incurred in good faith, in the ordinary course
         of business and for a legitimate company purpose, (B) unsecured and (C)
         otherwise issued on terms satisfactory to the Administrative Agent and
         the Required Lenders; and

                  (q) Unsecured Indebtedness the net proceeds of which are used
         to refinance the Convertible Debt, provided, that, such Indebtedness
         shall have subordination terms at least as favorable to the Lenders as
         those in the Convertible Debt and shall otherwise be on terms
         satisfactory to the Administrative Agent and the Required Lenders; and
         further provided that the Borrower shall not refinance the Convertible
         Debt prior to maturity pursuant to any subsection of this Section 6.02
         with Indebtedness which is not so subordinated unless the Consolidated
         Leverage Ratio is, on a pro forma basis giving effect to such
         refinancing, less than 3.25 to 1.0.

         SECTION 6.02. NEGATIVE PLEDGE. The Borrower will not, and will not
cause or permit any of the Subsidiaries to, create, incur, assume or permit to
exist any Lien on any property or assets (including Capital Stock or other
securities of any Subsidiary or other person) now owned or hereafter acquired by
it or on any income or revenues or rights in respect of any thereof, except:

                  (a) Liens existing on the Effective Date and that are set
         forth in Schedule 6.02, provided that such Liens secure only those
         obligations which they secure on the Effective Date;

                  (b) Liens in favor of the Collateral Agent on behalf of the
         Secured Parties created by the Collateral Documents securing the
         Obligations and the Senior Notes;

                  (c) Liens for taxes not yet due or which are being contested
         in compliance with Section 5.03;

                                      -75-
<PAGE>

                  (d) carriers', warehousemen's, mechanic's, materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business and securing obligations that are not due or which are being
         contested in compliance with Section 5.03;

                  (e) pledges and deposits made in the ordinary course of
         business in compliance with workmen's compensation, unemployment
         insurance and other social security laws or regulations;

                  (f) deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases (other than Capital
         Lease Obligations), statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g) zoning restrictions, easements, rights-of-way and
         restrictions on use of real property existing as of the Effective Date
         or incurred in the ordinary course of business which, in the aggregate,
         are not substantial in amount and do not materially detract from the
         value of the property subject thereto or interfere with the ordinary
         conduct of the business of the Borrower or any of the Subsidiaries;

                  (h) unperfected Liens arising by operation of law under
         Article 2 of the Uniform Commercial Code in favor of unpaid sellers or
         prepaying buyers of goods relating, to amounts that are not past due in
         accordance with their respective terms of sale;

                  (i) purchase money security interests in real property,
         improvements thereto or equipment hereafter acquired (or, in the case
         of improvements, constructed) by the Borrower or any Subsidiary;
         PROVIDED, THAT (i) such security interests secure Indebtedness
         permitted by Section 6.01(g), (ii) such security interests are
         incurred, and the Indebtedness secured thereby is created, within 90
         days after such acquisition (or completion of construction), (iii) the
         Indebtedness secured thereby does not exceed 100% of the lesser of the
         cost or the fair market value of such real property, improvements or
         equipment at the time of such acquisition (or completion of
         construction) and (iv) such security interests do not apply to any
         other property or assets of the Borrower or any Subsidiary;

                  (j) leases or subleases which are entered into in the ordinary
         course of the business and which do not interfere in any material
         respect with the ordinary conduct of the business of the Borrower or
         its Subsidiaries;

                  (k) Liens existing on any asset (other than Capital Stock)
         acquired in a Permitted Acquisition or on the assets (other than
         Capital Stock) of any person acquired in a Permitted Acquisition;
         PROVIDED, THAT, (i) the Indebtedness secured by any such Lien is
         permitted under Section 6.01(j), (ii) any such Lien is created at the
         time of completion of the Permitted Acquisition, (iii) the Indebtedness
         secured thereby does not exceed 100% of the lesser of the cost or the
         fair market value of the asset acquired at the time of the Permitted
         Acquisition and (iv) such Liens are confined solely to the asset
         acquired (or



                                      -76-
<PAGE>

         assets of the person acquired) and do not apply to any other asset of
         the Borrower or any Subsidiary; and

                  (l) Liens on assets (other than Capital Stock) of Foreign
         Subsidiaries securing Indebtedness or guarantees permitted under
         Section 6.01(d).

         SECTION 6.03. CERTAIN AMENDMENTS. The Borrower will not, and will not
cause or permit any of the Subsidiaries to, enter into any amendment,
modification or waiver of (a) the Certificate of Incorporation or By-laws or
comparable governing instruments of the Borrower or any of the Subsidiaries as
in effect on the Closing Date, other than amendments, modifications and waivers
which are not, individually or in the aggregate, adverse in any material respect
to the rights or interests of the Lenders, (b) the Subordinated Notes or (c) the
Senior Note Purchase Agreement without the written consent of the Lenders
required under the Collateral Agency Agreement.

         SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES. The Borrower will not,
and will not cause or permit any of the Subsidiaries to, purchase, hold or
acquire any Capital Stock, evidences of indebtedness or other securities of,
make or permit to exist any loans, extensions of credit or advances to, make
guarantees in favor of, or make or permit to exist any other investment, capital
contribution or other interest in, any other person, except:

                  (a) (i) equity investments existing on the Effective Date by
         the Borrower in the Subsidiaries and listed on Schedule 6.04, (ii)
         contributions of equity made after the Effective Date to Subsidiaries
         of the Borrower that do not exceed $15,000,000 in the aggregate during
         any Fiscal Year, as long as such contributions are not made for the
         purpose of funding an acquisition not otherwise permitted hereunder,
         and (iii) treasury stock held by the Borrower and its Subsidiaries on
         the Effective Date and listed on Schedule 6.04 or acquired by the
         Borrower or a Subsidiary as permitted pursuant to Section 6.06(a);

                  (b) loans and advances made after the Effective Date by the
         Borrower or any Wholly Owned Subsidiary that is a Domestic Subsidiary
         to any Subsidiary or the Borrower; PROVIDED, THAT, any such loan or
         advance (i) is evidenced by an Intercompany Note pledged and delivered
         to the Administrative Agent on behalf of the Secured Parties pursuant
         to the Pledge Agreement (other than as excepted in clause (iii) of
         Section 6.01(c)), and (ii) is otherwise permitted pursuant to Section
         6.01 (c);

                  (c) trade accounts receivable (and related notes and
         instruments) arising in the ordinary course of business consistent with
         past practices;

                  (d) (i) advances to employees for home-swing loans and moving
         and travel expenses in the ordinary course of business consistent with
         past practices, and guarantees by the Borrower in connection with
         home-swing loans of third parties to employees and (ii) loans to
         executive officers of the Borrower to assist in the payment of taxes
         resulting from an election made under Section 83(b) of the Code;

                  (e) Cash Equivalents;



                                      -77-
<PAGE>

                  (f) securities held by the Borrower or any of the Subsidiaries
         prior to the Effective Date and listed in Schedule 6.04;

                  (g) one or more non-hostile acquisitions by the Borrower or
         any Qualified Acquisition Subsidiary of assets or Capital Stock (other
         than Margin Stock) of any other person (such assets, in the case of an
         asset acquisition, or person, in the case of the acquisition of Capital
         Stock, is referred to herein as the "ACQUIRED ENTITY") so long as (A)
         in the case of an acquisition of assets, such assets are to be used,
         and in the case of an acquisition of Capital Stock, the person so
         acquired is engaged, in a business substantially similar or related to
         the businesses of the Borrower on the date hereof, (B) the Borrower
         shall have provided the Lenders with the financial projections required
         by Section 5.04(g) and such other information as the Lenders shall
         reasonably request, (C) on the date of such acquisition and immediately
         after giving effect thereto, the representations and warranties set
         forth in Article III shall be true and correct in all material respects
         with the same effect as though made on and as of such date and no
         Default or Event of Default shall exist, (D) the Borrower shall be in
         compliance with Sections 6.13(a) and (b) calculated on a pro forma
         basis, (E) in the case of an acquisition of Capital Stock of a person,
         then simultaneously with any such acquisition, the Administrative Agent
         for the benefit of the Secured Parties shall be granted (I) in the case
         of a person organized under the laws of the United States, any State
         thereof or the District of Columbia, a first priority security interest
         in all of such Capital Stock acquired by the Borrower or any Qualified
         Acquisition Subsidiary as part of such acquisition, and (II) in the
         case of a person organized under the laws of a jurisdiction other than
         the United States, any State thereof or the District of Columbia, that
         will be acquired directly by the Borrower or a Domestic Subsidiary, a
         first priority security interest in 65% of all of the Capital Stock of
         the person so acquired, and in all cases the Borrower shall, and shall
         cause any applicable Subsidiary to, execute any documents (including a
         Supplemental Agreement, Intercompany Note, financing statements and
         other Collateral Documents) and take all action (including filing
         financing statements and obtaining and providing consents, and legal
         opinions) that may be required under applicable law, or that the
         Administrative Agent may request, in order to grant, preserve, protect
         and perfect such security interest, (F) in the case of an acquisition
         of Capital Stock of a person, the Borrower acquires directly or
         indirectly 100% of the Capital Stock of such person; and (G) the total
         aggregate consideration for any single acquisition (or series of
         related acquisitions) of such Capital Stock or assets shall not exceed
         $20,000,000 (such consideration to include, without limitation, the
         amount of Indebtedness incurred pursuant thereto as permitted by
         Section 6.01(j)) (any acquisition satisfying each of the criteria set
         forth in the preceding clauses (A) through (G) being referred to herein
         as a "PERMITTED ACQUISITION");

                  (h) loans and advances made after the Effective Date by (i)
         any Foreign Subsidiaries to the Borrower or any Wholly Owned Subsidiary
         that is a Domestic Subsidiary that are permitted pursuant to Section
         6.01(e) and (ii) any Wholly Owned Foreign Subsidiary to another Wholly
         Owned Foreign Subsidiary that are permitted pursuant to Section
         6.01(k);



                                      -78-
<PAGE>

                  (i) loans to any Affiliate of the Borrower or its
         Subsidiaries; PROVIDED, THAT, (i) such loans do not exceed an aggregate
         amount equal to $5,000,000 at any one time outstanding, and (ii) all
         such loans are evidenced by Intercompany Notes pledged to the
         Administrative Agent and the Lenders pursuant to the Pledge Agreement;
         and

                  (j) a contribution of assets to the Borrower or any Wholly
         Owned Subsidiary that is a Domestic Subsidiary to the extent permitted
         by Section 6.05(g).

         SECTION 6.05. MERGERS, CONSOLIDATIONS, DISPOSITIONS AND ACQUISITIONS.
The Borrower will not, and will not cause or permit any of the Subsidiaries to,
(i) merge into or consolidate with any other person, (ii) permit any other
person to merge into or consolidate with it, (iii) sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any substantial part of its assets (whether now owned or hereafter acquired)
(iv) issue, sell, transfer, lease or otherwise dispose of any Capital Stock of
any Subsidiary to, or permit any Subsidiary to accept any capital contribution
from, any person, or (v) purchase, lease or acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that:

                  (a) any Foreign Subsidiary may be merged, liquidated or
         consolidated with or into another Foreign Subsidiary if, immediately
         after giving effect to such transaction, no condition or event shall
         exist which constitutes a Default or Event of Default;

                  (b) any Subsidiary may be merged, liquidated or consolidated
         with or into the Borrower or any Domestic Subsidiary that is a Wholly
         Owned Subsidiary if, immediately after giving effect to such
         transaction, no condition or event shall exist which constitutes a
         Default or Event of Default and the Borrower or such Domestic
         Subsidiary, as applicable, is the surviving entity;

                  (c) the Borrower and any of the Subsidiaries may sell
         inventory in the ordinary course of business for fair value and on an
         arm's-length basis (and as may be permitted pursuant to Section 6.10)
         and may purchase inventory in the ordinary course of business;

                  (d) the Borrower and any of the Subsidiaries may sell damaged,
         worn out or obsolete tangible assets or scrap in the ordinary course of
         business and in a commercially reasonable manner, so long as the Net
         Cash Proceeds of any such disposition are applied as required by
         Section 2.12(d);

                  (e) the foregoing shall not be deemed violated by any casualty
         or condemnation affecting assets of the Borrower or any Subsidiary, so
         long as (i) the Borrower or its applicable Subsidiary reinvests the Net
         Cash Proceeds of any such casualty of condemnation within 180 days of
         the date of such casualty or condemnation (or if the Required Lenders
         agree to a longer period, such longer period) in assets of a like kind
         and character to those that were destroyed or taken or (ii) if the
         Borrower or its applicable Subsidiary does not reinvest the Net Cash
         Proceeds of any such casualty or condemnation as provided in the
         preceding clause (i) within the period provided in clause



                                      -79-
<PAGE>

         (i), the Net Cash Proceeds thereof are immediately applied as required
         by Section 2.12(d);

                  (f) the Borrower and any of the Subsidiaries may sell, lease,
         transfer, assign or dispose of assets to any other person to the extent
         that the aggregate Net Cash Proceeds from such sale, lease, transfer,
         assignment or other disposition to such person do not exceed
         $2,500,000, so long as (1) the fair market value of all property
         disposed of pursuant to this clause (f) does not exceed $5,000,000 in
         the aggregate in any Fiscal Year and (2) the Net Cash Proceeds of any
         such disposition are applied as required by Section 2.12(d);

                  (g) the Borrower or any of its Subsidiaries may transfer
         assets to the Borrower or any Wholly Owned Subsidiary which is a
         Domestic Subsidiary;

                  (h) the Borrower or a Qualified Acquisition Subsidiary may
         make Permitted Acquisitions to the extent permitted by Section 6.04(g);

                  (i) the Borrower may make equity contributions to Wholly Owned
         Subsidiaries to the extent permitted by Section 6.04(a)(ii);

                  (j) the Borrower and the Subsidiaries may make Capital
         Expenditures to the extent permitted by Section 6.13;

                  (k) the Borrower and any applicable Subsidiary may acquire the
         Capital Stock of the Borrower or the Subsidiaries to the extent
         permitted by Section 6.06(a);

                  (l) a non-Wholly owned Foreign Subsidiary may issue Capital
         Stock to third parties as long as (i) the proceeds thereof are used for
         working capital purposes of such Subsidiary or to finance the
         acquisition of capital assets in the ordinary course of business; and
         (ii) the issuer remains a majority-owned Subsidiary of the Borrower
         after the issuance of such Capital Stock;

                  (m) the Borrower and its Subsidiaries may dispose of assets in
         sale lease back transactions to the extent the aggregate Net Cash
         Proceeds thereof do not exceed $5,000,000; and

                  (n) the Borrower and any of its Subsidiaries may transfer the
         stock of any Subsidiary to any Wholly Owned Subsidiary if, immediately
         after giving effect to such transfer, no condition or event shall exist
         which constitutes a Default or Event of Default; provided, however,
         that the stock of a Domestic Subsidiary may not be transferred to a
         Foreign Subsidiary pursuant to this subsection.

         SECTION 6.06. DIVIDENDS, DISTRIBUTIONS AND OTHER RESTRICTED PAYMENTS.

                  (a) The Borrower will not, and will not cause or permit any of
         the Subsidiaries to, (i) declare or pay, directly or indirectly, any
         dividend or make any other distribution (by reduction of capital or
         otherwise and including any tax sharing or indemnification payments),
         whether in cash, property, securities or a combination



                                      -80-
<PAGE>

                  thereof, with respect to any Capital Stock of the Borrower or
         any of the Subsidiaries, (ii) except as expressly permitted pursuant to
         Section 6.06(b) below and except for Capital Stock reacquired by the
         Borrower in connection with the exercise of stock options granted
         pursuant to employee or director stock option plans of the Borrower or
         in connection with withholding taxes due under any stock plan in which
         employees or directors participate, directly or indirectly redeem,
         purchase, retire or otherwise acquire for value, any Capital Stock of
         the Borrower or any of the Subsidiaries, whether such acquisition is
         made at the option of the Borrower or such Subsidiary or at the option
         of the holder of such Capital Stock and whether or not such acquisition
         is required under the terms and conditions applicable to such Capital
         Stock or set aside any amount for any such purpose, (iii) release,
         cancel, compromise or forgive in whole or in part any Indebtedness
         evidenced by the Intercompany Notes or (iv) directly or indirectly
         redeem, purchase, prepay, retire, defease or otherwise acquire for
         value any Indebtedness (other than Obligations), whether such
         acquisition is made at the option of the Borrower or such Subsidiary or
         at the option of the holder of such Indebtedness and whether or not
         such acquisition is required under the terms and conditions applicable
         to such Indebtedness, or set aside any amount for any such purpose,
         except for repayments of principal of any such Indebtedness in
         accordance with the scheduled amortization thereof; PROVIDED, THAT (v)
         any Subsidiary may declare and pay dividends or make other
         distributions to the Borrower or any Wholly Owned Subsidiary, (w) as
         long as no Event of Default then exists, the Borrower may pay cash
         dividends to the holders of its Capital Stock and repurchase or redeem
         Capital Stock of the Borrower in each Fiscal Year of the Borrower that
         do not exceed the greater of (A) the sum of (1) fifty percent (50%) of
         the Borrower's Consolidated Net Income for the preceding Fiscal Year
         and (2) the Carry Over Amount, if any, for that Fiscal Year or (B)
         $3,500,000, (x) the Borrower may prepay the Senior Notes so long as no
         Event of Default has occurred and is continuing on the date of such
         prepayment, (y) subject to Section 6.01(q), the Borrower may prepay the
         Convertible Debt so long as no Event of Default has occurred and is
         continuing on the date of such prepayment and, (z) as a condition to
         any payments made pursuant to clauses (w), (x) or (y) preceding, after
         giving effect to such payment or prepayment, as the case may be, the
         Borrower is in compliance on a pro forma basis with the covenants
         contained in this Article VI from the date of such payment or
         prepayment through the Revolving Credit Maturity Date, and the Borrower
         shall, prior to the date of such payment or prepayment (other than with
         respect to the payment of cash dividends and the repurchase or
         redemption of Capital Stock), as the case may be, deliver to each
         Lender projections (certified in accordance with Section 5.04(g))
         demonstrating such compliance.

                  (b) In connection with a Permitted Acquisition in which
         Capital Stock of the Borrower is to be issued as all or part of the
         consideration therefor, the Borrower or a Restricted Subsidiary may
         repurchase a number of shares of the Capital Stock of Borrower which is
         not greater than the number of shares of Borrower's Capital Stock
         issued or to be issued in connection with the Permitted Acquisition so
         long as: (i) all of such Capital Stock is repurchased during the fiscal
         quarter of Borrower in which the Permitted Acquisition occurs, and (ii)
         the aggregate consideration paid for the Capital Stock so repurchased,
         together with all other consideration paid in such Permitted
         Acquisition (other than consideration consisting of a number of shares
         of Borrower's Capital Stock not greater than the number of shares so
         repurchased) does not exceed the



                                      -81-
<PAGE>

         amount permitted by Section 6.04(g); PROVIDED, THAT, any such
         repurchase of Capital Stock of the Borrower in connection with a
         Permitted Acquisition that is not completed must otherwise be permitted
         under Section 6.06(a).

         SECTION 6.07. IMPAIRMENT OF SECURITY INTERESTS. The Borrower will not,
and will not permit any of the Subsidiaries to, take or omit to take any action,
which action or omission might or would have the result of materially impairing
the security interests in favor of the Collateral Agent on behalf of the Secured
Parties with respect to the Collateral, and the Borrower will not, and will not
permit any of the Subsidiaries to, grant to any person (other than the
Collateral Agent on behalf of the Secured Parties pursuant to the Loan
Documents) any interest whatsoever in the Collateral.

         SECTION 6.08. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS, ETC.
The Borrower will not, and will not cause or permit any of the Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction or any restriction in its
articles of incorporation (except restrictions imposed by state law), By-laws or
comparable governing instruments on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on or in respect of its Capital Stock,
or pay any indebtedness owed to the Borrower or any Subsidiary, (b) make loans
or advances to the Borrower or any Subsidiary or (c) except in agreements
entered into in connection with a transaction permitted by Section 6.02(i),
transfer any of its properties or assets to the Borrower or any Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
customary non-assignment provisions in any lease governing a leasehold interest
or in any other contract governing a contract right which in the ordinary course
of business is not assignable or (ii) this Amended Agreement and the Collateral
Documents.

         SECTION 6.09. NO OTHER NEGATIVE PLEDGES. The Borrower will not, and
will not cause or permit any of the Subsidiaries to, directly or indirectly,
enter into any agreement prohibiting the creation or assumption of any Lien upon
the properties or assets of the Borrower or any Subsidiary, whether now owned or
hereafter acquired, or requiring an obligation to be secured if some other
obligation is secured, except for this Amended Agreement and except in
agreements entered into in connection with a transaction permitted by Section
6.02(i), Section 6.02(l) or Section 6.01(n).

         SECTION 6.10. TRANSACTIONS WITH AFFILIATES AND SHAREHOLDERS. The
Borrower will not, and will not cause or permit any of the Subsidiaries to, sell
or transfer any property or assets to, or purchase or acquire any property or
assets from, or otherwise enter into or maintain any other transactions with,
any Affiliate of the Borrower or any of the Shareholders, except that so long as
no Default or Event of Default shall have occurred and be continuing, the
Borrower or any Subsidiary may enter into any of the foregoing transactions in
the ordinary course of business at prices and on terms and conditions that are
(i) set forth in writing and (ii) as favorable to the Borrower or such
Subsidiary as would be obtainable at the time in a comparable transaction on an
arm's-length basis from an unrelated third party. The provisions of this Section
6.10 shall not prohibit (A) any payment expressly permitted under Section 6.04
or 6.06, (B) any transaction entered into and maintained among the Borrower and
any Restricted Subsidiaries or among Restricted Subsidiaries and (C) payment of
compensation to employees and directors in the ordinary course of business.
Notwithstanding the foregoing, (x) the Borrower and the



                                      -82-
<PAGE>

Subsidiaries may engage in transactions on a non-arm's-length basis in
connection with "beachhead" pricing in new markets as long as such transactions
are permitted by the rules and regulations regarding international transfer
pricing set forth in the Internal Revenue Code, and (y) except as required by
other provisions of this Amended Agreement, permitted transactions between
Subsidiaries are not required to be in writing.

         SECTION 6.11. BUSINESS OF BORROWER AND SUBSIDIARIES. The Borrower will
not, and. will not cause or permit any of the Subsidiaries to, engage at any
time in any business or business activity other than the businesses conducted by
it on the Effective Date, other businesses generally considered to be a part of
the fluids management industries and business activities reasonably incidental
thereto.

         SECTION 6.12. CAPITAL EXPENDITURES. The Borrower will not permit the
aggregate amount of Capital Expenditures made by the Borrower and its
Subsidiaries taken as a whole in any Fiscal Year to exceed the sum of (i)
$35,000,000, plus (ii) the amount, if any, by which Capital Expenditures for the
previous Fiscal Year, are less than $35,000,000.

         SECTION 6.13. FINANCIAL COVENANTS.

                  (a) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The Borrower
         will not permit the Consolidated Fixed Charge Coverage Ratio (i) to be
         less than 2.25 to 1.00 for any Reference Period ending on or prior to
         August 31, 2002, (ii) to be less than 2.5 to 1.0 for any Reference
         Period ending after August 31, 2002 and on or prior to August 31, 2003
         or (iii) to be less than 2.75 to 1.0 for any Reference Period ending
         thereafter.

                  (b) CONSOLIDATED LEVERAGE RATIO. The Borrower will not permit
         the Consolidated Leverage Ratio to exceed 4.00 to 1.00 for any
         Reference Period ending on or prior to May 31, 2002 (ii) to exceed 3.75
         to 1.0 for any Reference Period ending after May 31, 2002 and on or
         prior to February 28, 2003, (iii) to exceed 3.5 to 1.0 for any
         Reference Period ending after February 28, 2003 and on or prior to
         August 31, 2003, (iv) to exceed 3.25 to 1.0 for the Reference Period
         ending November 30, 2003 or (v) to exceed 3.0 to 1.0 for any Reference
         Period ending thereafter.

                  (c) MINIMUM CONSOLIDATED NET WORTH. The Borrower will not
         permit its Consolidated Net Worth as of the last day of any fiscal
         quarter of the Borrower to be less than the Minimum Compliance Level at
         any time during the term of this Amended Agreement. The "Minimum
         Compliance Level" shall initially be $165,000,000 as of August 31, 2001
         and shall be increased as of the last day of each fiscal quarter of the
         Borrower ending on or after November 30, 2001 by an amount equal to the
         sum of (a) 50% of Consolidated Net Income (if positive) for such fiscal
         quarter, (b) 50% of the Net Cash Proceeds of the issuance of any
         Capital Stock of the Borrower or any Subsidiary that does not
         constitute Disqualified Stock and 80% of the Net Cash Proceeds of the
         issuance of any Disqualified Stock of the Borrower or any Subsidiary
         and (c) from and after the date of any conversion to equity of the
         Convertible Debt in accordance with the terms thereof, an aggregate
         amount equal to 80% of the book value of the increase in the capital
         and surplus of the Borrower resulting from such conversion of the
         Convertible Debt; PROVIDED, THAT, nothing in this paragraph shall be
         construed to permit the issuance



                                      -83-
<PAGE>

         of any such Capital Stock or Disqualified Stock. It is understood that
         the first increase in the Minimum Compliance Level pursuant to the
         foregoing provisions shall be determined as of the Borrower's fiscal
         quarter ending November 30, 2001. The foregoing increases in the
         Minimum Compliance Level shall be fully cumulative and no reduction in
         the Minimum Compliance Level shall be made to reflect negative
         Consolidated Net Income for any period.

                  (d) MINIMUM EBITDA. The Borrower will not permit its
         consolidated EBITDA for the Reference Period ending February 28, 2002
         to be less than $67,500,000 or for the Reference Period ending May 31,
         2002 to be less than $65,500,000.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

         In case of the happening of any of the following events (each an "EVENT
OF DEFAULT" and collectively the "EVENTS OF Default"):

                  (a) default shall be made in the payment of any principal of
         any Loan or any reimbursement obligation in respect of a Letter of
         Credit when and as the same shall become due and payable, whether at
         the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;

                  (b) default shall be made in the payment of any interest on
         any Loan or any Fee or any other amount (other than an amount referred
         to in paragraph (a) above) due under any Loan Document, when and as the
         same shall become due and payable, and such default shall continue
         unremedied for a period of three Business Days;

                  (c) default shall be made in the due observance or performance
         by the Borrower or any Subsidiary of any covenant, condition or
         agreement contained in Section 5.01(a), 5.05, 5.08, 5.09, 5.10, 5.12,
         5.13 or 5.14 or in Article VI;

                  (d) default shall be made in the due observance or performance
         by the Borrower or any Subsidiary of any covenant, condition or
         agreement contained herein and in any other Loan Document (other than
         those specified in paragraph (a), (b) or (c) above) and such default
         shall continue unremedied for a period of 30 days after such default
         becomes known to a Responsible Officer of the Borrower or such
         Subsidiary or notice thereof is delivered to the Borrower by the
         Administrative Agent or a Lender;

                  (e) any representation or warranty made or deemed made in any
         Loan Document or the extensions of credit hereunder, or any
         representation, warranty, statement or information contained in any
         report, certificate, financial statement or other instrument furnished
         in connection with or pursuant to any Loan Document, shall prove to
         have been false or misleading in any material respect when so made,
         deemed made or furnished;

                  (f) the Borrower or any Subsidiary shall (i) fail to pay any
         principal or interest, regardless of amount, due in respect of any
         Indebtedness in a principal amount in



                                      -84-
<PAGE>

         excess of $2,500,000, when and as the same shall become due and
         payable, or (ii) fail to observe or perform any other term, covenant,
         condition or agreement contained in any agreement or instrument
         evidencing or governing any Indebtedness in excess of $4,000,000 if the
         effect of any failure referred to in this clause (ii) is to cause, or
         to permit the holder or holders of such Indebtedness or a trustee on
         its or their behalf to cause, with or without the giving of notice or
         the lapse of time or both, such Indebtedness to become due prior to its
         stated maturity;

                  (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of the Borrower or any
         Subsidiary, or of a substantial part of its property or assets, under
         Title 11 of the United States Code, as now constituted or hereafter
         amended, or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law, (ii) the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         the Borrower or any Subsidiary, or for a substantial part of its
         property or assets, or (iii) the winding-up or liquidation of the
         Borrower or any Subsidiary; and such proceeding or petition shall
         continue undismissed for 60 days or an order or decree approving or
         ordering any of the foregoing shall be entered;

                  (h) the Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking relief under Title
         11 of the United States Code, as now constituted or hereafter amended,
         or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law, (ii) consent to the institution of, or
         fail to contest in a timely and appropriate manner, any proceeding or
         the filing of any petition described in paragraph (g) above, (iii)
         apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for such party
         or for a substantial part of its property or assets, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a general assignment for the
         benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due or
         (vii) take any action for the purpose of effecting any of the
         foregoing.

                  (i) one or more judgments or orders for the payment of money
         in an aggregate amount in excess of $500,000 shall be rendered against
         the Borrower or any Subsidiary or any combination thereof and the same
         shall remain undischarged for a period of 30 consecutive days during
         which execution shall not be effectively stayed, or any judgment
         creditor shall levy upon assets or properties of the Borrower or any
         Subsidiary to enforce any such judgment;

                  (j) (i) any person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan, or any Lien shall arise on the assets of the
         Borrower or any Commonly Controlled Entity in favor of the PBGC or a
         Plan, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed (or a trustee
         shall be appointed) to administer, or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or

                                      -85-
<PAGE>

         appointment of a trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Borrower or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Required
         Lenders is likely to, incur any liability in connection with a
         withdrawal from, or the termination, reorganization or insolvency of
         (within the meaning of such terms as used in ERISA), a Multiemployer
         Plan or (vi) any other event or condition shall occur or exist with
         respect to a Plan; and, in each case in clauses (i) through (vi) above,
         such event or condition, together with all other such events or
         conditions, if any, could reasonably be expected to result in liability
         of the Borrower and the Subsidiaries in an aggregate amount exceeding
         $2,500,000 or require payments by the Borrower and the Subsidiaries
         exceeding $1,000,000 in any year;

                  (k) any Lien purported to be created by any Collateral
         Document shall cease to be, or shall for any reason be asserted by the
         Borrower or any Subsidiary not to be, a valid, perfected, first
         priority Lien on the securities, properties or, assets covered thereby,
         except as priority may be affected by Liens permitted under Section
         6.02 and except for releases of Collateral in accordance with all
         applicable provisions of this Amended Agreement and the Collateral
         Documents;

                  (l) any Loan Document or any material provision of any Loan
         Document shall be declared by any Governmental Authority to be invalid
         or unenforceable in whole or in part, or shall be asserted by the
         Borrower or any Subsidiary not to be, in full force and effect and
         enforceable in accordance with its terms;

                  (m) any adverse change in the material agreements or
         relationships of the Borrower and the Subsidiaries shall occur and such
         event or condition, together with all other such events or conditions,
         if any, could, in light of all the then existing circumstances,
         reasonably be expected to result in net losses, claims or actions
         (after tax) to which the Borrower or its Subsidiaries are or may become
         subject (with or without the passage of time) in an amount equal to or
         greater than the greater of (i) $10,000,000 or (ii) 7% of the
         Borrower's Consolidated Net Worth;

                  (n) any material intellectual property or any material license
         relating thereto shall be invalid or unenforceable in whole or in part
         or shall for any reason not be in full force and effect and enforceable
         by the Borrower and the Subsidiaries or shall infringe the rights of
         any other person or any other adverse change in the material
         intellectual property rights of the Borrower and the Subsidiaries shall
         occur and such event or condition, together with all other such events
         or conditions, if any, could reasonably be expected to have a Material
         Adverse Effect;

                  (o) either (i) the Borrower or any Subsidiary shall be liable,
         whether directly, indirectly through required indemnification of any
         person or otherwise, for the costs of investigation and/or remediation
         of any Hazardous Material originating from or affecting property or
         properties, whether or not owned, leased or operated by the Borrower or
         any Subsidiary, which liability, together with all other such
         liabilities, could reasonably be expected to exceed $10,000,000 or
         require payments exceeding $3,000,000 in any year or



                                      -86-
<PAGE>

         (ii) any Federal, state, regional, local or other environmental
         regulatory agency or authority shall commence an investigation or take
         any other action that could reasonably be expected to be determined
         adversely to the Borrower or any Subsidiary and, on the basis of such a
         determination, to have a Material Adverse Effect; or

                  (p) either shall occur (i) any Change of Control (as defined
         in this Amended Agreement) or (ii) any change of control as
         contemplated by any of the Subordinated Notes;

then, and in every such event, and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, take one or more of the following actions, at the same or
different times: (i) by notice to the Borrower terminate the Commitments and
they shall immediately terminate; (ii) by notice to the Borrower declare the
Loans then outstanding to be forthwith due and payable (in whole or, in the sole
discretion of the Required Lenders, from time to time in part, provided that any
such partial acceleration shall be made pro rata based on the outstanding
principal amount of Loans of each Class), whereupon the principal of the Loans
so declared to be due and payable, together with accrued interest thereon and
any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder or under any other Loan Document, shall thereupon become immediately
due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrower, ,anything
contained herein or in any other Loan Document to the contrary notwithstanding;
(iii) require cash collateral as contemplated by Section 2.23(k) in an amount
not exceeding the Letter of Credit Exposure; (iv) exercise any remedies
available under the Guarantee Agreement, the Collateral Documents or otherwise;
or (v) any combination of the foregoing; PROVIDED, THAT, in the case of (A) any
of the Events of Default with respect to the Borrower described in paragraph (g)
or (h) above or (B) the Event of Default specified in paragraph (p) above, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of the Borrower accrued hereunder or under any other
Loan Document, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

                                  ARTICLE VIII

                    THE ADMINISTRATIVE AGENT AND ISSUING BANK

SECTION 8.01.     APPOINTMENT AND AUTHORIZATION.

                  (a) Each of the Lenders, and each subsequent holder of any
         Note by its acceptance thereof, hereby irrevocably appoints and
         authorizes the Administrative Agent and the Issuing Bank to take such
         actions as administrative agent on behalf of such Lender or holder and
         to exercise such powers as are specifically delegated to the
         Administrative Agent or the Issuing Bank, as the case may be, by the
         terms and provisions hereof and of the other Loan Documents, together
         with such actions and powers as are reasonably incidental thereto.

                                      -87-
<PAGE>

                  (b) The Administrative Agent is hereby expressly authorized by
         the Lenders, without hereby limiting any implied authority, and hereby
         agrees (in the case of clause (ii) below, at the direction of the
         Required Lenders), (i) to receive on behalf of the Lenders all payments
         of principal of and interest on the Loans and all other amounts due to
         the Lenders hereunder, and promptly to distribute to each Lender its
         proper share of each payment so received; (ii) to give notice on behalf
         of each of the Lenders to the Borrower of any Event of Default
         specified in this Amended Agreement of which the Administrative Agent
         has actual knowledge acquired in connection with its agency hereunder;
         (iii) to give notice to the Lenders of any Event of Default specified
         in this Amended Agreement of which the Administrative Agent has actual
         knowledge acquired in connection with its agency hereunder; and (iv) to
         distribute to each Lender copies of all notices, financial statements
         and other materials delivered by the Borrower pursuant to this Amended
         Agreement as received by the Administrative Agent.

         SECTION 8.02. LIABILITY OF THE ADMINISTRATIVE AGENT. Neither the
Administrative Agent, the Issuing Bank, nor any of their respective directors,
officers, employees or agents, shall be liable as such for any action taken or
omitted to be taken by any of them, except for such party's own gross negligence
or willful misconduct, or be responsible for any statement, warranty or
representation herein or the contents of any document delivered in connection
herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by the Borrower or any Subsidiary of any of the terms,
conditions, covenants or agreements contained in any Loan Document. Neither the
Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or
the holders of the Notes for the due execution, genuineness, validity,
enforceability or effectiveness of this Amended Agreement, the Notes or any
other Loan Documents or other instruments or agreements. The Administrative
Agent and the Issuing Bank may deem and treat the payee of any Note as the owner
thereof for all purposes hereof until it shall have received from the payee of
such Note notice, given as provided herein, of the transfer thereof in
compliance with Section 9.04. Each of the Administrative Agent and the Issuing
Bank shall in all cases be fully protected in acting, or refraining from acting,
in accordance with written instructions signed by the Required Lenders and,
except as otherwise specifically provided herein, such instructions and any
action or inaction pursuant thereto shall be binding on all the Lenders and each
subsequent holder of any Note. The Administrative Agent, the Issuing Bank and
the Required Lenders shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons. Neither the Administrative Agent, the Issuing Bank nor any of their
respective directors, officers, employees or agents, shall have any
responsibility to the Borrower on account of the failure of or delay in
performance or breach by any Lender of any of its obligations hereunder or to
any Lender on account of the failure of or delay in performance or breach by any
other Lender or the Borrower or any Subsidiary of any of their respective
obligations hereunder or under any other Loan Document or in connection herewith
or therewith. The Administrative Agent and the Issuing Bank may execute any and
all duties hereunder by or through agents or employees, shall be entitled to
consult with legal counsel, independent public accountants and other experts
selected by it with respect to all matters arising hereunder and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts.



                                      -88-
<PAGE>

         SECTION 8.03. ACTION BY THE ADMINISTRATIVE AGENT. The Lenders hereby
acknowledge that neither the Administrative Agent nor the Issuing Bank shall be
under any duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Amended Agreement unless it shall be
requested in writing to do so by the Required Lenders. The obligations of the
Administrative Agent and the Issuing Bank under the Loan Documents are only
those expressly set forth herein and therein. Without limiting the generality of
the foregoing, no Administrative Agent shall be required to take any action with
respect to any Default or Event of Default, except as expressly required
pursuant to Article VII.

         SECTION 8.04. SUCCESSOR ADMINISTRATIVE AGENT. Subject to the
appointment and acceptance of a successor Administrative Agent, the
Administrative Agent and the Issuing Bank (except, in the case of the Issuing
Bank, in respect of Letters of Credit issued by it) may resign at any time by
notifying the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor subject to approval by the
Borrower (which shall not be unreasonably withheld). If no successor shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment within 30 days after the retiring Administrative Agent or Issuing
Bank, as the case may be, gives notice of its resignation, then the retiring
Administrative Agent or Issuing Bank, as the case may be, on behalf of the
Lenders, shall appoint a successor Administrative Agent or Issuing Bank, as
applicable, which shall be a commercial bank organized or licensed under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $500,000,000 or an Affiliate of any
such bank. Upon the acceptance of any appointment as an Administrative Agent or
Issuing Bank, as the case may be, hereunder by a successor bank, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent or Issuing Bank and the retiring
Administrative Agent or Issuing Bank shall be discharged from its duties and
obligations hereunder. After the resignation of an Administrative Agent or the
Issuing Bank, as the case may be, hereunder, the provisions of this Article and
Section 9.05 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as an Administrative
Agent or Issuing Bank.

         SECTION 8.05. ADMINISTRATIVE AGENT AND AFFILIATE. With respect to the
Loans made by it hereunder, the Letters of Credit issued by it hereunder and the
Notes issued to it, the Administrative Agent and the Issuing Bank, each in its
individual capacity and not as the Administrative Agent or the Issuing Bank, as
the case may be, shall have the same rights and powers as any other Lender and
may exercise the same as though it were not the Administrative Agent or the
Issuing Bank. The Administrative Agent and the Issuing Bank (and its Affiliates)
may accept deposits from, lend money to and generally engage in any kind of
business and transactions with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent or the Issuing Bank (or such
Affiliate thereof).

         SECTION 8.06. INDEMNIFICATION. Each Lender agrees (a) to reimburse each
of the Administrative Agent and the Issuing Bank, on demand, in the amount of
its pro rata share (as determined under Section 2.17) of any expenses incurred
for the benefit of the Lenders by the Administrative Agent or the Issuing Bank,
as the case may be, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, which shall not
have been reimbursed by the Borrower and (b) to indemnify and hold harmless the
Administrative Agent, the Issuing Bank and any of their respective directors,
officers,



                                      -89-
<PAGE>

employees or agents, on demand, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against it in
its capacity as the Administrative Agent or the Issuing Bank, as the case may
be, or any of them in any way relating to or arising out of this Amended
Agreement or any other Loan Document or any action taken or omitted by it or any
of them under this Amended Agreement or any other such Loan Document, to the
extent the same shall not have been reimbursed by the Borrower; PROVIDED, THAT,
no Lender shall be liable to the Administrative Agent or the Issuing Bank for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Administrative Agent, the Issuing
Bank or any of their respective directors, officers, employees or agents.

         SECTION 8.07. CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Issuing
Bank or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Amended Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the Issuing Bank or any other
Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Amended Agreement or any other Loan Document,
any related agreement or any document furnished hereunder or thereunder.

         SECTION 8.08. COLLATERAL AGENCY AGREEMENT. The Lenders hereby authorize
the Administrative Agent to enter into or join the Collateral Agency Agreement
and the Administrative Agent and each Lender agree to be bound by the terms
thereof.

         SECTION 8.09. REPLACEMENT OF ADMINISTRATIVE AGENT. It is understood and
agreed that, contemporaneously with the effectiveness hereof, Bank One Ohio, the
"Administrative Agent" under the Existing Agreement, resigns as such and is
replaced as the Administrative agent hereunder by Bank One.

         SECTION 8.10. SYNDICATION AGENT, DOCUMENTATION AGENT, ETC. None of the
Lenders identified in this Agreement as the "Co-Syndication Agent" or
"Documentation Agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Lenders shall have
or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to such Lenders as it makes
with respect to the Administrative Agent in Section 8.07.

         SECTION 8.11.

                                      -90-
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy as follows:

                  (a) if to the Borrower, to it at 1400 Kettering Tower, Dayton,
         Ohio 45423, Attention of Kevin Brown (Telecopy No. (937) 225-3314),
         with a copy to Thompson Hine LLP, 2000 Courthouse Plaza, N.E., P.O. Box
         8801, Dayton, Ohio 45401-8801, Attention of David A. Neuhardt, Esq.
         (Telecopy No: (937) 443-6635);


                  (b) if to the Administrative Agent to it at 611 Woodward
         Avenue, Detroit Michigan, 48226, Attention Kathleen G. Elliott
         (Telecopy No. (313) 225-1212); and

                  (c) if to a Lender, to it at its address (or telecopy number)
         set forth on its signature page hereto or in the Assignment and
         Acceptance pursuant to which such Lender shall have become a party
         hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Amended Agreement shall be deemed to have been given
on the date of receipt if delivered by hand or overnight courier service or sent
by telecopy or on the date three Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01. In all events, notice shall be deemed effective immediately upon
refusal of delivery thereof irrespective of the method of such delivery.

         SECTION 9.02. SURVIVAL OF AGREEMENT AND INDEMNITIES. (a) All covenants,
agreements, representations and warranties made by the Borrower herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Amended Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders, the Administrative Agent and
the Issuing Bank and shall survive the making by the Lenders of the Loans, the
execution and delivery to the Lenders of the Notes evidencing such Loans, and
the issuance of the Letters of Credit, regardless of any investigation made by
the Lenders, the Administrative Agent or the Issuing Bank or on their behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any loan, any Fee, any Letter of Credit Disbursement or any
other amount payable under this Amended Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not been terminated. The provisions of Section 2.14, 2.16, 2.20
and 9.05 shall remain operative and in full force and effect regardless of the
expiration of the term of this Amended Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Amended
Agreement or any other Loan Document or any investigation made by or on behalf
of the Administrative Agent, the Issuing Bank or any Lender.



                                      -91-
<PAGE>

                  (b) Notwithstanding anything contained herein to the contrary,
the Borrower acknowledges and agrees that all Obligations of the Borrower under
Section 2.14, 2.16, 2.20 and 9.05 of the Existing Credit Agreement shall remain
operative and in full force and effect for the benefit of the "Lenders",
"Issuing Banks" and "Agents" under the Existing Credit Agreement despite the
effectiveness of this Amended Agreement and regardless of whether any of the
foregoing parties are parties to this Amended Agreement. The "Syndication
Agents" and any "Lender" under the Existing Credit Agreement which is not a
Lender hereunder shall be a third party beneficiary of this Section.

         SECTION 9.03. BINDING EFFECT. This Amended Agreement shall become
effective on the Effective Date.

         SECTION 9.04. SUCCESSORS AND ASSIGNS.

                  (a) The terms and provisions of the Loan Documents shall be
         binding upon and inure to the benefit of the Borrower, the
         Administrative Agent, the Issuing Bank and the Lenders and their
         respective successors and assigns, except that (i) the Borrower shall
         not have the right to assign its rights or obligations under the Loan
         Documents and (ii) any assignment by any Lender must be made in
         compliance with Section 9.04(c). The parties to this Agreement
         acknowledge that clause (ii) of this Section 9.04(a) relates only to
         absolute assignments and does not prohibit assignments creating
         security interests, including, without limitation, (1) any pledge or
         assignment by any Lender of all or any portion of its rights under this
         Agreement and any Note to a Federal Reserve Bank or (2) in the case of
         a Lender which is a Fund, any pledge or assignment of all or any
         portion of its rights under this Agreement and any Note to its trustee
         in support of its obligations to its trustee; provided, however, that,
         no such pledge or assignment creating a security interest shall release
         the transferor Lender from its obligations hereunder unless and until
         the parties thereto have complied with the provisions of Section
         9.04(c). The Administrative Agent may treat the person which made any
         Loan or which holds any Note as the owner thereof for all purposes
         hereof unless and until such person complies with Section 9.04(c);
         provided, however, that the Administrative Agent may in its discretion
         (but shall not be required to) follow instructions from the person
         which made any Loan or which holds any Note to direct payments relating
         to such Loan or Note to another person. Any assignee of the rights to
         any Loan or any Note agrees by acceptance of such assignment to be
         bound by all the terms and provisions of the Loan Documents. Any
         request, authority or consent of any person, who at the time of making
         such request or giving such authority or consent is the owner of the
         rights to any Loan (whether or not a Note has been issued in evidence
         thereof), shall be conclusive and binding on any subsequent holder or
         assignee of the rights to such Loan.

                  (b) PARTICIPATIONS.

                           (i) Any Lender may, in the ordinary course of its
                  business and in accordance with applicable law, at any time
                  sell to one or more banks or other entities ("PARTICIPANTS")
                  participating interests in any Outstanding Credit Exposure of
                  such Lender, any Note held by such Lender, any Commitment of
                  such Lender or any other interest of such Lender under the
                  Loan Documents. In the event of



                                      -92-
<PAGE>

                  any such sale by a Lender of participating interests to a
                  Participant, such Lender's obligations under the Loan
                  Documents shall remain unchanged, such Lender shall remain
                  solely responsible to the other parties hereto for the
                  performance of such obligations, such Lender shall remain the
                  owner of its Outstanding Credit Exposure and the holder of any
                  Note issued to it in evidence thereof for all purposes under
                  the Loan Documents, all amounts payable by the Borrower under
                  this Agreement shall be determined as if such Lender had not
                  sold such participating interests, and the Borrower and the
                  Administrative Agent shall continue to deal solely and
                  directly with such Lender in connection with such Lender's
                  rights and obligations under the Loan Documents.

                           (ii) Each Lender shall retain the sole right to
                  approve, without the consent of any Participant, any
                  amendment, modification or waiver of any provision of the Loan
                  Documents other than any amendment, modification or waiver
                  with respect to any Credit Extension or Commitment in which
                  such Participant has an interest which would require consent
                  of all of the Lenders pursuant to the terms of Section 9.08 or
                  of any other Loan Document.

                           (iii) The Borrower agrees that each Participant shall
                  be deemed to have the right of setoff provided in Section 9.06
                  in respect of its participating interest in amounts owing
                  under the Loan Documents to the same extent as if the amount
                  of its participating interest were owing directly to it as a
                  Lender under the Loan Documents, provided that each Lender
                  shall retain the right of setoff provided in Section 9.06 with
                  respect to the amount of participating interests sold to each
                  Participant. The Lenders agree to share with each Participant,
                  and each Participant, by exercising the right of setoff
                  provided in Section 9.06, agrees to share with each Lender,
                  any amount received pursuant to the exercise of its right of
                  setoff, such amounts to be shared in accordance with Section
                  2.18 as if each Participant were a Lender.

                  (c) ASSIGNMENTS.

                           (i) Any Lender may, in the ordinary course of its
                  business and in accordance with applicable law, at any time
                  assign to one or more banks or other entities ("PURCHASERS")
                  all or any part of its rights and obligations under the Loan
                  Documents. Such assignment shall be substantially in the form
                  of Exhibit D or in such other form as may be agreed to by the
                  parties thereto. The consent of the Borrower and the
                  Administrative Agent and the Issuing Bank shall be required
                  prior to an assignment becoming effective with respect to a
                  Purchaser which is not a Lender, an Affiliate of a Lender or
                  an Approved Fund; or an Affiliate thereof; provided, however,
                  that, if an Event of Default has occurred and is continuing or
                  the assignment is delivered in connection with the physical
                  settlement of a credit derivative transaction, the consent of
                  the Borrower shall not be required. Such consent shall not be
                  unreasonably withheld or delayed. Each such assignment with
                  respect to a Purchaser which is not a Lender or an Affiliate
                  thereof shall (unless each of the Borrower and the
                  Administrative Agent otherwise consents) be in an amount not
                  less than the lesser of (A) $5,000,000 or



                                      -93-
<PAGE>

                  (B) the remaining amount of the assigning Lender's Revolving
                  Credit Commitment (calculated as at the date of such
                  assignment) or outstanding Loans (if the applicable Revolving
                  Credit Commitment has been terminated).

                           (ii) Upon (A) delivery to the Administrative Agent of
                  an assignment, together with any consents required by Section
                  9.04(c), and (B) payment of a $4,000 fee to the Administrative
                  Agent for processing such assignment (unless such assignment
                  is by a Lender to one of its Affiliates or such fee is waived
                  by the Administrative Agent), such assignment shall become
                  effective on the Closing Date specified in such assignment.
                  The assignment shall contain a representation by the Purchaser
                  to the effect that none of the consideration used to make the
                  purchase of the Commitment and Outstanding Credit Exposure
                  under the applicable assignment agreement constitutes "plan
                  assets" as defined under ERISA and that the rights and
                  interests of the Purchaser in and under the Loan Documents
                  will not be "plan assets" under ERISA. On and after the
                  closing date of such assignment, such Purchaser shall for all
                  purposes be a Lender party to this Agreement and any other
                  Loan Document executed by or on behalf of the Lenders and
                  shall have all the rights and obligations of a Lender under
                  the Loan Documents, to the same extent as if it were an
                  original party hereto, and no further consent or action by the
                  Borrower, the Lenders or the Administrative Agent shall be
                  required to release the transferor Lender with respect to the
                  percentage of the Aggregate Commitment and Outstanding Credit
                  Exposure assigned to such Purchaser. Upon the consummation of
                  any assignment to a Purchaser pursuant to this Section
                  9.04(c), the transferor Lender, the Administrative Agent and
                  the Borrower shall, if the transferor Lender or the Purchaser
                  desires that its Loans be evidenced by Notes, make appropriate
                  arrangements so that new Notes or, as appropriate, replacement
                  Notes are issued to such transferor Lender and new Notes or,
                  as appropriate, replacement Notes, are issued to such
                  Purchaser, in each case in principal amounts reflecting their
                  respective Commitments, as adjusted pursuant to such
                  assignment.

                  (d) The Borrower authorizes each Lender to disclose to any
         Participant or Purchaser or any other person acquiring an interest in
         the Loan Documents by operation of law (each a "TRANSFEREE") and any
         prospective Transferee any and all information in such Lender's
         possession concerning the creditworthiness of the Borrower and its
         Subsidiaries, including without limitation any information contained in
         any Reports.

                  (e) If any interest in any Loan Document is transferred to any
         Transferee which is organized under the laws of any jurisdiction other
         than the United States or any State thereof, the transferor Lender
         shall cause such Transferee, concurrently with the effectiveness of
         such transfer, to comply with the provisions of Section 2.20.

         SECTION 9.05. EXPENSES: INDEMNITY.

                  (a) The Borrower agrees to pay all reasonable out-of-pocket
         expenses incurred by the Administrative Agent, BOCM or the Issuing Bank
         in connection with the preparation, execution and administration of
         this Amended Agreement and the other



                                      -94-
<PAGE>

         Loan Documents, the syndication or closing of the Revolving Credit
         Facility, the administration of the Revolving Credit Facility or any
         actual or proposed amendment, modification or waiver of the provisions
         hereof or thereof and the Borrower agrees to pay all reasonable
         out-of-pocket expenses incurred by the Administrative Agent, BOCM, the
         Issuing Bank or any Lender in connection with the enforcement or
         protection of the rights of the Administrative Agent, the Issuing Bank
         and the Lenders under this Amended Agreement and the other Loan
         Documents or in connection with the Loans made, the Notes issued
         hereunder or the Letters of Credit issued hereunder, including the
         reasonable fees, charges and disbursements of (i) Winston & Strawn
         counsel to the Administrative Agent, (ii) any third party consultants
         retained with the Borrower's consent, which consent will not be
         unreasonably withheld, to assist the Administrative Agent in analyzing
         any environmental, insurance, solvency related and other due diligence
         issues and (iii) in connection with any such enforcement or protection
         (including any workout or restructuring or any negotiations relating
         thereto), any other counsel for the Administrative Agent, the Issuing
         Bank or any Lender (including the allocated internal fees and expenses
         of any in-house staff counsel).

                  (b) The Borrower agrees to indemnify the Administrative Agent,
         BOCM, the Issuing Bank, the Affiliates of the Administrative Agent, the
         Lenders, and their respective directors, officers, employees, agents
         and Controlling persons (each, an "INDEMNIFIED PARTY") from and against
         any and all losses, claims (whether valid or not), damages and
         liabilities, joint or several, to which such Indemnified Party may
         become subject, related to or arising out of (i) the Revolving Credit
         Facility, (ii) the execution or delivery of the Original Credit
         Agreement, the Existing Credit Agreement, this Amended Agreement or any
         other Loan Document or any agreement or instrument contemplated hereby
         or thereby, the performance by the parties hereto or thereto of their
         respective obligations hereunder or thereunder and the other
         transactions contemplated hereby and thereby, (iii) the use of the
         Letters of Credit or the proceeds of the Loans or (iv) any claim,
         litigation, investigation or proceeding relating to any of the
         foregoing, whether or not any Indemnified Party is a party thereto. The
         Borrower further agrees to reimburse each Indemnified Party for all
         expenses (including reasonable attorneys' fees and expenses) as they
         are incurred in connection with the investigation of, preparation for
         or defense of any pending or threatened claim or any action or
         proceeding arising therefrom. Notwithstanding the foregoing, the
         obligation to indemnify any Indemnified Party under this Section
         9.05(b) shall not apply in respect of any loss, claim, damage or
         liability to the extent that a court of competent jurisdiction shall
         have determined by final and nonappealable judgment that such loss,
         claim, damage or liability resulted from such Indemnified Party's gross
         negligence or willful misconduct.

                  (c) The Borrower agrees to indemnify the Administrative Agent,
         BOCM, the Issuing Bank, the Lenders and the other Indemnified Parties
         from and against any and all losses, claims (whether valid or not),
         damages and liabilities, joint or several, to which such Indemnified
         Party may become subject, related to or arising out of (i) any Federal,
         state, local or other statute, ordinance, order, judgment, ruling or
         regulation relating to environmental pollution, regulation or control
         affecting the Borrower, any Subsidiary or its properties or assets,
         (ii) any Hazardous Materials managed by the Borrower or any Subsidiary,
         (iii) any event, condition or circumstance involving environmental
         protection,



                                      -95-
<PAGE>

         pollution, regulation or control affecting the Borrower or any
         Subsidiary or its properties or assets or (iv) any claim, litigation,
         investigation or proceeding relating to any of the foregoing, whether
         or not any Indemnified Party is a party thereto. The Borrower further
         agrees to reimburse each Indemnified Party for all expenses (including
         reasonable consultants' and attorneys' fees and expenses) as they are
         incurred in connection with the investigation of, preparation for or
         defense of any pending or threatened claim or any action or proceeding
         arising therefrom. Notwithstanding the foregoing, the obligation to
         indemnify any Indemnified Party under this Section 9.05(c) shall not
         apply in respect of any loss, claim, damage or liability to the extent
         that a court of competent jurisdiction shall have determined by final
         and nonappealable judgment that such loss, claim, damage or liability
         resulted from such Indemnified Party's gross negligence or willful
         misconduct.

                  (d) In the event that the foregoing indemnity is unavailable
         or insufficient to hold an Indemnified Party harmless, then the
         Borrower will contribute to amounts paid or payable by such Indemnified
         Party in respect of such Indemnified Party's losses, claims, damages or
         liabilities in such proportions as appropriately reflect the relative
         benefits received by and fault of the Borrower and such Indemnified
         Party in connection with the matters as to which such losses, claims,
         damages or liabilities relate and other equitable considerations.

                  (e) If any action, proceeding or investigation is commenced,
         as to which any Indemnified Party proposes to demand such
         indemnification, it shall notify the Borrower with reasonable
         promptness; PROVIDED, THAT, any failure by such Indemnified Party to
         notify the Borrower shall not relieve the Borrower from its obligations
         hereunder except to the extent the Borrower is prejudiced thereby. The
         Borrower shall be entitled to assume the defense of any such action,
         proceeding or investigation, including the employment of counsel and
         the payment of all fees and expenses. Each Indemnified Party shall have
         the right to employ separate counsel in connection with any such
         action, proceeding or investigation and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be paid by
         such Indemnified Party, unless (i) the Borrower has failed to assume
         the defense and employ counsel as provided herein, (ii) the Borrower
         has agreed in writing to pay such fees and expenses of separate counsel
         or (iii) an action, proceeding or investigation has been commenced
         against such Indemnified Party and the Borrower and representation of
         both the Borrower and such Indemnified Party by the same counsel would
         be inappropriate because of actual or potential conflicts of interest
         between the parties (in the case of the Administrative Agent or any
         Lender, the existence of any such actual or potential conflict of
         interest to be determined by such party, taking into account, among
         other things, any relevant regulatory concerns). In the case of any
         circumstance described in clause (i), (ii), or (iii) of the immediately
         preceding sentence, the Borrower shall be responsible for the
         reasonable fees and expenses of such separate counsel; PROVIDED, THAT,
         the Borrower shall not in any event be required to pay the fees and
         expenses of more than one separate counsel (plus appropriate local
         counsel under the direction of such separate counsel) for all
         Indemnified Parties, unless representation of all Indemnified Parties
         by the same counsel would be inappropriate due to actual or potential
         conflicting interests between such Indemnified Parties, in which case,
         the Borrower shall be required to pay the fees and expenses of such
         additional



                                      -96-
<PAGE>

         counsel as are necessary to prevent such conflicting interests. The
         Borrower shall be liable only for settlement of any claim against an
         Indemnified Party made with the Borrower's written consent.

                  (f) The provisions of this Section 9.05 shall remain operative
         and in full force and effect regardless of the expiration of the term
         of this Amended Agreement, the consummation of the transactions
         contemplated hereby, the repayment of any of the Loans, the invalidity
         or unenforceability of any term or provision of this Amended Agreement
         or any other Loan Document, or any investigation made by or on behalf
         of the Administrative Agent or any Lender. All amounts due under this
         Section 9.05 shall be payable on written demand therefor.

         SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final
except deposits for the payment of payroll taxes) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any of and all the obligations of the Borrower
now or hereafter existing under this Amended Agreement and the other Loan
Documents held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Amended Agreement or such other Loan Document
and although such obligations may be unmatured. The rights of each Lender under
this Section 9.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

         SECTION 9.07. APPLICABLE LAW. THIS AMENDED AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         SECTION 9.08. WAIVERS; AMENDMENT.

                  (a) No failure or delay of the Administrative Agent, the
         Issuing Bank or any Lender in exercising any power or right hereunder
         shall operate as a waiver thereof, nor shall any single or partial
         exercise of any such right or power, or any abandonment or
         discontinuance of steps to enforce such a right or power, preclude any
         other or further exercise thereof or the exercise of any other right or
         power. The rights and remedies of the Administrative Agent, the Issuing
         Bank and the Lenders hereunder and under the other Loan Documents are
         cumulative and are not exclusive of any rights or remedies which they
         would otherwise have. No waiver of any provision of this Amended
         Agreement or any other Loan Document or consent to any departure by the
         Borrower or any other Secured Party therefrom shall in any event be
         effective unless the same shall be permitted by Section 9.08(b), and
         then such waiver or consent shall be effective only in the specific
         instance and for the purpose for which given. No notice or demand on
         the Borrower in any case shall entitle the Borrower to any other or
         further notice or demand in similar or other circumstances.



                                      -97-
<PAGE>

         (b)      None of this Amended Agreement, the other Loan Documents and
                  any provision hereof or thereof may be waived, amended or
                  modified (and no consent to the departure by the Borrower or
                  any other Secured Party therefrom may be effective), except
                  pursuant to an agreement or agreements in writing entered into
                  (or consented to in writing) by the Borrower and the Required
                  Lenders; PROVIDED, THAT, no such agreement shall (i) decrease
                  the principal amount of or extend the maturity of or date for
                  the payment of any interest on any Loan or of the
                  reimbursement of a Letter of Credit Disbursement, or waive or
                  excuse any such payment or any part thereof, or decrease the
                  rate of interest on any Loan or a Letter of Credit
                  Disbursement, without the prior written consent of each Lender
                  affected thereby, (ii) change or extend the Commitments or
                  decrease the Fees of any Lender without the prior written
                  consent of such Lender, (iii) except as contemplated by
                  Section 2.10(e), increase the aggregate Commitments of the
                  Lenders without the prior written consent of each Lender, (iv)
                  amend or modify the provisions of Section 2.17 or 9.04(a)(i),
                  the provisions of this Section, the definition of the term
                  "Required Lenders," release at one time or serially in the
                  aggregate all or substantially all the Guarantors or all or
                  substantially all the Collateral, without the prior written
                  consent of each Lender; and (v) reduce the amount or extend
                  the payment date for any mandatory prepayment required by
                  Section 2.12 PROVIDED, FURTHER, that no such agreement shall
                  amend, modify or otherwise affect the rights or duties of the
                  Administrative Agent, the Swingline Lender (in its capacity as
                  such) or the Issuing Bank hereunder or under any other Loan
                  Document without the prior written consent of the
                  Administrative Agent, the Swingline Lender or the Issuing
                  Bank, as applicable. Notwithstanding the foregoing, upon the
                  execution and delivery of all documentation required by
                  SECTION 2.10(E) to be delivered in connection with an increase
                  to the Aggregate Commitment, the Administrative Agent, the
                  Borrower and the new or existing Lenders whose Revolving
                  Credit Commitments have been affected may and shall enter into
                  an amendment hereof (which shall be binding on all parties
                  hereto) solely for the purpose of reflecting any new Lenders
                  and their new Revolving Credit Commitments and any increase in
                  the Revolving Credit Commitment of any existing Lender. Each
                  Lender and each holder of a Note shall be bound by any waiver,
                  amendment or modification authorized by this Section 9.08
                  regardless of whether its Note shall have been marked to make
                  reference thereto, and any consent by any Lender or holder of
                  a Note pursuant to this Section 9.08 shall bind any person
                  subsequently acquiring any Obligation.

         SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding anything herein
or in the Notes to the contrary, if at any time the applicable interest rate,
together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
rate permitted by applicable law (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by such Lender in accordance with
applicable law, the rate of interest payable under the affected Note held by
such Lender, together with all Charges payable to such Lender, shall be limited
to the Maximum Rate.

                                      -98-
<PAGE>

         SECTION 9.10. ENTIRE AGREEMENT.

                  (a) This Amended Agreement, the other Loan Documents and the
         Fee Letter constitute the entire contract among the parties relative to
         the subject matter hereof and thereof. Any previous agreement among the
         parties with respect to the subject matter hereof and thereof is
         superseded by this Amended Agreement, the other Loan Documents and the
         Fee Letter. Nothing in this Amended Agreement, the other Loan Documents
         or the Fee Letter, expressed or implied, is intended to confer upon any
         party (other than the parties hereto and the other Secured Parties) any
         rights, remedies, obligations or liabilities under or by reason of this
         Amended Agreement, the other Loan Documents or the Fee Letter.

                  (b) THIS WRITTEN AMENDED AGREEMENT, THE NOTES, THE OTHER LOAN
         DOCUMENTS, THE FEE LETTER AND THE DOCUMENTS EXECUTED IN CONNECTION
         HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
         BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
         ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
         BETWEEN THE PARTIES.

         SECTION 9.11. SEVERABILITY. In the event any one or more of the
provisions contained in this Amended Agreement or in any other Loan Document
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

         SECTION 9.12. COUNTERPARTS. This Amended Agreement may be executed by
the parties hereto in several counterparts and each such counterpart shall be
deemed to be an original, admissible into evidence, but all such counterparts
shall together constitute but one and the same Agreement, and shall become
effective as provided in Section 9.03. Delivery of an executed counterpart of
this Amended Agreement by facsimile shall be equally as effective as delivery of
a manually executed counterpart of this Amended Agreement. Any party delivering
an executed counterpart of this Amended Agreement by facsimile shall also
deliver a manually executed counterpart of this Amended Agreement, but the
failure to deliver a manually executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amended Agreement.

         SECTION 9.13. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Amended Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amended Agreement.

         SECTION 9.14. REMEDIES. In case any one or more of the covenants and/or
agreements set forth in this Amended Agreement shall have been breached by the
Borrower, then the Administrative Agent may, on behalf of the Lenders, proceed
to protect and enforce the Lenders'



                                      -99-
<PAGE>

rights either by suit in equity and/or by action at law, including, but not
limited to, an action for damages as a result of any such breach and/or an
action for specific performance of any such covenant or agreement contained in
this Amended Agreement. Without limitation of the foregoing, the Borrower agrees
that failure to comply with any of the covenants contained herein will cause
irreparable. harm and that specific performance shall be available in the event
of any breach thereof. The Administrative Agent acting pursuant to this Section
9.14, shall be indemnified against all liability, loss or damage, together with
all reasonable costs and expenses related thereto (including reasonable legal
and accounting fees and expenses) in accordance with Section 9.05.

         SECTION 9.15. JURISDICTION, CONSENT TO SERVICE OF PROCESS; WAIVER OF
JURY TRIAL.

                  (a) The Borrower hereby irrevocably and unconditionally
         submits, for itself and its property, to the nonexclusive jurisdiction
         of any New York State court or Federal court of the United States of
         America sitting in the State of New York, and any appellate court from
         any thereof, in any action or proceeding arising out of or relating to
         this Amended Agreement or the other Loan Documents, or for recognition
         or enforcement of any judgment, and hereby irrevocably and
         unconditionally agrees that all claims in respect of any such action or
         proceeding may be heard and determined in such New York State court or,
         to the extent permitted by law, in such Federal court. Each of the
         parties hereto agrees that a final judgment in any such action or
         proceeding shall be conclusive and may be enforced in other
         jurisdictions by suit on the judgment or in any other manner provided
         by law. Nothing in this Amended Agreement shall affect any right that
         the Administrative Agent, the Issuing Bank or any Lender may otherwise
         have to bring any action or proceeding relating to this Amended
         Agreement or the other Loan Documents against the Borrower or its
         properties in the courts of any jurisdiction.

                  (b) The Borrower hereby irrevocably and unconditionally
         waives, to the fullest extent it may legally and effectively do so, any
         objection which it may now or hereafter have to the laying of venue of
         any suit, action or proceeding arising out of or relating to this
         Amended Agreement or the other Loan Documents in any New York State
         court or Federal court of the United States of America sitting in the
         State of New York. Each of the parties hereto hereby irrevocably
         waives, to the fullest extent permitted by law, the defense of an
         inconvenient forum to the maintenance of such action or proceeding in
         any such court.

                  (c) Each party to this Amended Agreement irrevocably consents
         to service of process in the manner provided for notices in Section
         9.01. Nothing in this Amended Agreement will affect the right of any
         party to this Amended Agreement to serve process in any other manner
         permitted by law.

                  (d) THE BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK
         AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
         INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
         TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
         CONNECTED WITH THIS




                                     -100-
<PAGE>

         AMENDED AGREEMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

         SECTION 9.16. LEGEND. THIS AMENDED AGREEMENT AND THE NOTES ARE SUBJECT
TO THE TERMS AND CONDITIONS CONTAINED IN THE COLLATERAL AGENCY AGREEMENT WHICH,
AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS WITH RESPECT TO THE SECURITY FOR
THIS AMENDED AGREEMENT AND THE NOTES AND THE SHARING OF PROCEEDS THEREOF WITH
CERTAIN OTHER SECURED CREDITORS. COPIES OF THE COLLATERAL AGENCY AGREEMENT WILL
BE FURNISHED TO ANY HOLDER OF THE NOTES UPON REQUEST TO THE BORROWER.

         SECTION 9.17. JUDGMENT CURRENCY.

                  (a) Each of the Borrower's and any of its Subsidiaries' (each,
         a "loan Party") obligations hereunder to make payments in dollars or in
         any Foreign Currency (the "OBLIGATION CURRENCY") shall not be
         discharged or satisfied by any tender or recovery pursuant to any
         judgment expressed in or converted into any currency other than the
         Obligation Currency, except to the extent that such tender or recovery
         results in the effective receipt by the Administrative Agent or a
         Lender of the full amount of the Obligation Currency expressed to be
         payable to the Administrative Agent or such Lender under this Amended
         Agreement. If, for the purpose of obtaining or enforcing judgment
         against any Loan Party in any court or in any jurisdiction, it becomes
         necessary to convert into or from any currency other than the
         Obligation Currency (such other currency being hereinafter referred to
         as the "JUDGMENT CURRENCY") an amount due in the Obligation Currency,
         the conversion shall be made, at the Dollar Equivalent or the Foreign
         Currency Equivalent, as applicable, determined in each case as of the
         Business Day immediately preceding the day on which the judgment is
         given (such Business Day being hereinafter referred to as the "JUDGMENT
         CURRENCY CONVERSION DATE").

                  (b) If there is a change in the rate of exchange prevailing
         between the Judgment Currency Conversion Date and the date of actual
         payment of the amount due, such amount payable by the applicable Loan
         Party shall be reduced or increased, as applicable, such that the
         amount paid in the Judgment Currency, when converted at the rate of
         exchange prevailing on the date of payment, will produce the amount of
         the Obligation Currency which could have been purchased with the amount
         of Judgment Currency stipulated in the judgment or judicial award at
         the rate of exchange prevailing on the Judgment Currency Conversion
         Date.

         IN WITNESS WHEREOF, the Borrower, the Administrative Agent, the Issuing
Banks and the Lenders have caused this Amended Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.


                                     -101-
<PAGE>


                               ROBBINS & MYERS, INC.,
                               AS BORROWER
                               By:  ___________________________
                               Name:  Kevin Brown
                               Title: Vice President, Finance and
                                      Chief Financial Officer


























                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                              BANK ONE, NA, AS ADMINISTRATIVE
                                              AGENT,
                                              ISSUING BANK AND LENDER

                                              By: _____________________________

                                              Name:  __________________________

                                              Title:    _______________________














                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                               HARRIS TRUST AND SAVINGS BANK

                                               By: ____________________________
                                               Name:  _________________________
                                               Title:    ______________________
                                               Address:  ______________________
                                               Telephone:  (   ) ______________
                                               Fax:  (   )  ___________________












                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                               NATIONAL CITY BANK


                                               By: ____________________________
                                               Name:  _________________________
                                               Title:    ______________________
                                               Address:  ______________________
                                               Telephone:  (   ) ______________
                                               Fax:  (   )  ___________________

















                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                               WACHOVIA BANK, N.A.

                                               By: ____________________________
                                               Name:  _________________________
                                               Title:    ______________________
                                               Address:  ______________________
                                               Telephone:  (   ) ______________
                                               Fax:  (   )  ___________________




















                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                               THE BANK OF NOVA SCOTIA,
                                               AS ISSUING BANK AND LENDER


                                               By: ____________________________
                                               Name:  _________________________
                                               Title:    ______________________
                                               Address:  ______________________
                                               Telephone:  (   ) ______________
                                               Fax:  (   )  ___________________



















                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                               FIFTH THIRD BANK

                                               By: ____________________________
                                               Name:  _________________________
                                               Title:    ______________________
                                               Address:  ______________________
                                               Telephone:  (   ) ______________
                                               Fax:  (   )  ___________________























                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]

<PAGE>


                                               UNICREDITO ITALIANO,
                                               NEW YORK BRANCH


                                               By: ____________________________
                                               Name:  _________________________
                                               Title:    ______________________
                                               Address:  ______________________
                                               Telephone:  (   ) ______________
                                               Fax:  (   )  ___________________










                    [Signature Page to Robbins & Myers, Inc.
                  Second Amended and Restated Credit Agreement]


<PAGE>


                                PRICING SCHEDULE


<TABLE>
<CAPTION>
  APPLICABLE MARGIN      LEVEL I STATUS    LEVEL II STATUS   LEVEL III STATUS    LEVEL IV STATUS    LEVEL V STATUS

<S>                     <C>               <C>                <C>                <C>                <C>
     LIBOR Loans              1.00%             1.375%             1.50%              1.75%              2.00%

      ABR Loans                0%               0.125%             0.25%              0.50%              0.75%
</TABLE>

<TABLE>
<CAPTION>
  APPLICABLE FEE RATE     LEVEL I STATUS    LEVEL II STATUS   LEVEL III STATUS   LEVEL IV STATUS    LEVEL V STATUS

<S>                     <C>               <C>                 <C>               <C>                <C>
 Letter of Credit Fee         1.00%             1.375%              1.50%             1.75%              2.00%

     Facility Fee             0.25%             0.375%              0.50%             0.50%              0.50%
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.4(a) or (b).

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Consolidated Leverage Ratio is less than 2.00 to 1.00.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Consolidated
Leverage Ratio is less than or equal to 2.50 to 1.00.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Consolidated Leverage Ratio is less than 3.00 to 1.00.

         "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent financials, (i)
the Borrower has not qualified for Level II Status or Level III Status and (ii)
the Consolidated Leverage Ratio is less than 3.50 to 1.00.

         "Level V Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status, Level III Status or Level IV Status.

         "Status" means either Level I Status, Level II Status, Level III
Status, Level IV or Level V Status.




<PAGE>

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent Financials. Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 5.04, then the Applicable Margin and Applicable Fee Rate
shall be the highest Applicable Margin and Applicable Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.


                                       2