<Page>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY





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                                CREDIT AGREEMENT


                                      Among


                          AFTERMARKET TECHNOLOGY CORP.,


                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,


                          J.P. MORGAN SECURITIES INC.,
                           CREDIT SUISSE FIRST BOSTON,
                               AS JOINT ADVISORS,
                              JOINT LEAD ARRANGERS,
                                JOINT BOOKRUNNERS

                           CREDIT SUISSE FIRST BOSTON,
                              AS SYNDICATION AGENT

                                       AND
                              JPMORGAN CHASE BANK,
                             AS ADMINISTRATIVE AGENT





                          DATED AS OF FEBRUARY 8, 2002





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<Page>

                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                    PAGE
                                                                                    ----
<S>               <C>                                                                <C>
SECTION 1.           DEFINITIONS......................................................1

         1.1      DEFINED TERMS.......................................................1
         1.2      OTHER DEFINITIONAL PROVISIONS......................................24

SECTION 2.           AMOUNT AND TERMS OF CREDIT COMMITMENTS..........................24

         2.1      REVOLVING CREDIT COMMITMENTS.......................................24
         2.2      PROCEDURE FOR REVOLVING CREDIT BORROWING...........................24
         2.3      TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS...........25
         2.4      TERM COMMITMENTS...................................................25
         2.5      PROCEDURE FOR TERM LOAN BORROWING..................................26
         2.6      SWINGLINE COMMITMENTS..............................................26
         2.7      TRANCHE C TERM LOANS...............................................28

SECTION 3.           LETTERS OF CREDIT...............................................29

         3.1      L/C COMMITMENT.....................................................29
         3.2      PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT........................30
         3.3      L/C PARTICIPATIONS.................................................31
         3.4      REIMBURSEMENT OBLIGATION OF THE BORROWER...........................31
         3.5      OBLIGATIONS ABSOLUTE...............................................32
         3.6      LETTER OF CREDIT PAYMENTS..........................................32
         3.7      APPLICATION........................................................33
         3.8      CERTAIN REPORTING REQUIREMENTS.....................................33

SECTION 4.           GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT....33

         4.1      FEES...............................................................33
         4.2      REPAYMENT OF LOANS; EVIDENCE OF DEBT...............................34
         4.3      AMORTIZATION OF TERM LOANS.........................................35
         4.4      OPTIONAL PREPAYMENTS...............................................37
         4.5      MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS....................38
         4.6      CONVERSION AND CONTINUATION OPTIONS................................40
         4.7      MAXIMUM NUMBER OF TRANCHES.........................................41
         4.8      INTEREST RATES AND PAYMENT DATES...................................41
         4.9      COMPUTATION OF INTEREST AND FEES...................................41
         4.10     INABILITY TO DETERMINE INTEREST RATE...............................42
         4.11     PRO RATA TREATMENT AND PAYMENTS....................................42
         4.12     ILLEGALITY.........................................................43
         4.13     REQUIREMENTS OF LAW................................................43
         4.14     TAXES..............................................................45

                                               -i-
<Page>

                                                                                   PAGE
                                                                                   ----
         4.15     INDEMNITY..........................................................46
         4.16     CHANGE OF LENDING OFFICE...........................................46

SECTION 5.           REPRESENTATIONS AND WARRANTIES..................................46

         5.1      FINANCIAL CONDITION................................................47
         5.2      NO CHANGE; SOLVENCY................................................47
         5.3      CORPORATE EXISTENCE; COMPLIANCE WITH LAW...........................48
         5.4      CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS............48
         5.5      NO LEGAL BAR.......................................................48
         5.6      NO MATERIAL LITIGATION.............................................49
         5.7      NO DEFAULT.........................................................49
         5.8      OWNERSHIP OF PROPERTY; LIENS.......................................49
         5.9      INTELLECTUAL PROPERTY..............................................49
         5.10     TAXES..............................................................49
         5.11     FEDERAL REGULATIONS................................................49
         5.12     ERISA..............................................................50
         5.13     INVESTMENT COMPANY ACT; OTHER REGULATIONS..........................50
         5.14     SUBSIDIARIES.......................................................50
         5.15     PURPOSE OF LOANS...................................................50
         5.16     ENVIRONMENTAL MATTERS..............................................51
         5.17     NO BURDENSOME RESTRICTIONS.........................................51
         5.18     NO MATERIAL MISSTATEMENTS..........................................52
         5.19     COLLATERAL.........................................................52

SECTION 6.           CONDITIONS PRECEDENT............................................52

         6.1      CONDITIONS TO EFFECTIVENESS........................................52
         6.2      CONDITIONS TO INITIAL EXTENSION OF CREDIT..........................53
         6.3      CONDITIONS TO EACH EXTENSION OF CREDIT.............................56

SECTION 7.           AFFIRMATIVE COVENANTS...........................................56

         7.1      FINANCIAL STATEMENTS...............................................56
         7.2      CERTIFICATES; OTHER INFORMATION....................................57
         7.3      PAYMENT OF OBLIGATIONS.............................................58
         7.4      CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE...................58
         7.5      MAINTENANCE OF PROPERTY; INSURANCE.................................58
         7.6      INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.............59
         7.7      NOTICES............................................................59
         7.8      ENVIRONMENTAL LAWS.................................................60
         7.9      ADDITIONAL COLLATERAL..............................................60
         7.10     FURTHER ASSURANCES.................................................61
         7.11     PROPERTY MATTERS...................................................62

SECTION 8.           NEGATIVE COVENANTS..............................................62

                                               -ii-
<Page>

                                                                                   PAGE
                                                                                   ----
         8.1      FINANCIAL CONDITION COVENANTS......................................62
         8.2      LIMITATION ON INDEBTEDNESS.........................................63
         8.3      LIMITATION ON LIENS................................................65
         8.4      LIMITATION ON GUARANTEE OBLIGATIONS................................66
         8.5      LIMITATION ON FUNDAMENTAL CHANGES..................................68
         8.6      LIMITATION ON SALE OF ASSETS.......................................68
         8.7      LIMITATION ON LEASES...............................................68
         8.8      LIMITATION ON DIVIDENDS............................................69
         8.9      LIMITATION ON CAPITAL EXPENDITURES.................................69
         8.10     LIMITATION ON INVESTMENTS, LOANS AND ADVANCES......................70
         8.11     LIMITATION ON TRANSACTIONS WITH AFFILIATES.........................71
         8.12     LIMITATION ON SALES AND LEASEBACKS.................................71
         8.13     LIMITATION ON CHANGES IN FISCAL YEAR...............................72
         8.14     LIMITATION ON NEGATIVE PLEDGE CLAUSES..............................72
         8.15     LIMITATION ON LINES OF BUSINESS; CREATION OF SUBSIDIARIES..........72

SECTION 9.           EVENTS OF DEFAULT...............................................72


SECTION 10.          THE AGENTS......................................................75

         10.1     APPOINTMENT........................................................75
         10.2     DELEGATION OF DUTIES...............................................76
         10.3     EXCULPATORY PROVISIONS.............................................76
         10.4     RELIANCE BY ADMINISTRATIVE AGENT...................................76
         10.5     NOTICE OF DEFAULT..................................................77
         10.6     NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.............77
         10.7     INDEMNIFICATION....................................................77
         10.8     ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY....................78
         10.9     SUCCESSOR ADMINISTRATIVE AGENT.....................................78
         10.10    SYNDICATION AGENT..................................................78

SECTION 11.          MISCELLANEOUS...................................................78

         11.1     AMENDMENTS AND WAIVERS.............................................78
         11.2     NOTICES............................................................79
         11.3     NO WAIVER; CUMULATIVE REMEDIES.....................................80
         11.4     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.........................80
         11.5     PAYMENT OF EXPENSES AND TAXES......................................80
         11.6     SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.............81
         11.7     ADJUSTMENTS; SET-OFF...............................................84
         11.8     COUNTERPARTS.......................................................84
         11.9     SEVERABILITY.......................................................85
         11.10    INTEGRATION........................................................85
         11.11    GOVERNING LAW......................................................85
         11.12    SUBMISSION TO JURISDICTION; WAIVERS................................85
         11.13    ACKNOWLEDGEMENTS...................................................86

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                                                                                   PAGE
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         11.14    WAIVERS OF JURY TRIAL..............................................86
         11.15    RELEASES OF GUARANTEES AND LIENS...................................86
</Table>

                                               -iv-
<Page>

SCHEDULES

<Table>

         <S>      <C>
         A        Mortgaged Property
         1.1      Commitments and Addresses of Lenders
         3.1      Designated Letters of Credit
         5.14     Subsidiaries
         5.16     Environmental Matters
         5.19(b)  Mortgage Filing Jurisdiction
         8.2      Existing Indebtedness
         8.3      Existing Liens
         8.10     Existing Investments

EXHIBITS

         A        Form of Guarantee and Collateral Agreement
         B-1      Form of Opinion of Borrower's Counsel
         B-2      Form of Opinion of General Counsel
         B-3      Form of Opinion of Local Counsel
         C-1      Form of Effective Date Certificate
         C-2      Form of Closing Certificate
         D        Form of Assignment and Acceptance
         E        Form of Exemption Certificate
         F        Form of Issuing Lender Agreement
         G-1      Form of Optional Prepayment Option Notice
         G-2      Form of Mandatory Prepayment Option Notice
         H        Form of Mortgage
         I        Form of Tranche C Lender Supplement
</Table>

                                                 -v-


<Page>

                  CREDIT AGREEMENT, dated as of February 8, 2002, among
AFTERMARKET TECHNOLOGY CORP., a Delaware corporation (the "BORROWER"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "LENDERS"), J.P. MORGAN SECURITIES INC. and CREDIT SUISSE FIRST
BOSTON, as Joint Advisors, Joint Lead Arrangers and Joint Bookrunners
(collectively, in such capacity, the "Arrangers"), CREDIT SUISSE FIRST BOSTON,
as syndication agent (in such capacity, the "SYNDICATION AGENT"), and JPMORGAN
CHASE BANK, as administrative agent for the Lenders hereunder (in such capacity,
the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:
                               - - - - - - - - - -

                             SECTION 1. DEFINITIONS

                  1.1 DEFINED TERMS.  As used in this Agreement, the following
terms shall have the following meanings:

                  "ABR": for any day, a rate per annum (rounded upwards, if
         necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
         Prime Rate in effect on such day, (b) the Base CD Rate in effect on
         such day plus 1% and (c) the Federal Funds Effective Rate in effect on
         such day plus 1/2 of 1%. For purposes hereof: "PRIME RATE" shall mean
         the rate of interest per annum publicly announced from time to time by
         the Administrative Agent as its prime rate in effect at its principal
         office in New York City (the Prime Rate not being intended to be the
         lowest rate of interest charged by JPMorgan Chase Bank in connection
         with extensions of credit to debtors); "BASE CD RATE" shall mean the
         sum of (a) the product of (i) the Three-Month Secondary CD Rate and
         (ii) a fraction, the numerator of which is one and the denominator of
         which is one minus the C/D Reserve Percentage and (b) the C/D
         Assessment Rate; "C/D ASSESSMENT RATE" shall mean, for any day, the
         annual assessment rate in effect on such day which is payable by a
         member of the Bank Insurance Fund maintained by the Federal Deposit
         Insurance Corporation (the "FDIC") classified as well-capitalized and
         within supervisory subgroup "B" (or a comparable successor assessment
         risk classification) within the meaning of 12 C.F.R. Section 327.3(d)
        (or any successor provision) to the FDIC (or any successor) for the
         FDIC's (or such successor's) insuring time deposits at offices of
         such institution in the United States; "C/D RESERVE PERCENTAGE"
         shall mean, for any day, that percentage (expressed as a decimal)
         which is in effect on such day, as prescribed by the Board of
         Governors of the Federal Reserve System (or any successor) (the
         "BOARD"), for determining the maximum reserve requirement for a
         Depositary Institution (as defined in Regulation D of the Board) in
         respect of new non-personal time deposits in Dollars having a
         maturity of 30 days or more; "THREE-MONTH SECONDARY CD RATE" shall
         mean, for any day, the secondary market rate for three-month
         certificates of deposit reported as being in effect on such day (or,
         if such day shall not be a Business Day, the next preceding Business
         Day) by the Board through the public information telephone line of
         the Federal Reserve Bank of New York (which rate will, under the
         current practices of the Board, be published in Federal Reserve
         Statistical Release H.15(519) during the week following such day),
         or, if such rate shall not be so reported on such day or such next
         preceding Business Day, the average of the secondary market
         quotations for three-month certificates of deposit of major money
         center banks in New York City received at approximately 10:00 A.M.,
         New

<Page>

                                                                               2

         York City time, on such day (or, if such day shall not be a Business
         Day, on the next preceding Business Day) by the Administrative Agent
         from three New York City negotiable certificate of deposit dealers of
         recognized standing selected by it; and "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 for the day of such transactions
         received by the Administrative Agent from three federal funds brokers
         of recognized standing selected by it. Any change in the ABR due to a
         change in the Prime Rate, the Three-Month Secondary CD Rate or the
         Federal Funds Effective Rate shall be effective as of the opening of
         business on the effective day of such change in the Prime Rate, the
         Three-Month Secondary CD Rate or the Federal Funds Effective Rate,
         respectively.

                  "ABR LOANS": Loans the rate of interest applicable to which is
         based upon the ABR.

                  "ADJUSTMENT DATE": each date on or after July 25, 2002, that
         is the second Business Day following receipt by the Administrative
         Agent of both (i) the financial statements required to be delivered
         pursuant to subsection 7.1(a) or 7.1(b), as applicable, for the most
         recently completed four fiscal quarters and (ii) the related Compliance
         Certificate required to be delivered pursuant to subsection 7.2(b) with
         respect to such four fiscal quarters.

                  "ADMINISTRATIVE AGENT":  JPMorgan Chase Bank, together with
         its affiliates, as the administrative agent for the Lenders under this
         Agreement and the other Loan Documents.

                  "ADMINISTRATIVE AGENT'S PAYMENT OFFICE": the Administrative
         Agent's office located at One Chase Manhattan Plaza, New York, New
         York, or such other office as may be designated by the Administrative
         Agent by written notice to the Borrower and the Lenders.

                  "AFFILIATE": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (a) vote 10% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (b) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "AGGREGATE OUTSTANDING EXTENSIONS OF CREDIT": as to any Lender
         at any time, an amount equal to the sum of (a) the aggregate principal
         amount of all Loans made by such Lender then outstanding, (b) such
         Lender's Commitment Percentage of the aggregate unpaid principal amount
         at such time of all Swingline Loans, and (c) such Lender's Commitment
         Percentage of the L/C Obligations then outstanding.

<Page>

                                                                               3


                  "AGREEMENT":  this Credit Agreement, as amended, supplemented
         or otherwise modified from time to time.

                  "APPLICABLE MARGIN":  for each Type of Loan, the rate per
         annum set forth under the relevant column heading below:

<Table>
<Caption>
                                                  ABR Loans     Eurodollar Loans
                                                  ---------     ----------------
                  <S>                             <C>           <C>
                  Revolving Credit Loans and           1.25%          2.25%
                      Swingline Loans

                  Tranche A Term Loans                 1.25%          2.25%
                  Tranche B Term Loans                 2.00%          3.00%
</Table>

         ; PROVIDED, that on and after the Closing Date, but prior to the first
         Adjustment Date, the Applicable Margin with respect to Revolving Credit
         Loans, Swingline Loans, Tranche A Term Loans and Tranche B Term Loans
         will be determined pursuant to the Pricing Grid if the rate per annum
         as determined pursuant to the Pricing Grid would be higher than the
         rate per annum determined under the relevant column heading above;
         PROVIDED, that on and after the first Adjustment Date, the Applicable
         Margin with respect to the Revolving Credit Loans, Swingline Loans,
         Tranche A Term Loans and Tranche B Term Loans will be determined
         pursuant to the Pricing Grid; PROVIDED that in the event that the
         financial statements required to be delivered pursuant to subsection
         7.1(a) or 7.1(b), as applicable, and the related Compliance Certificate
         required to be delivered pursuant to subsection 7.2(b), are not
         delivered when due, then

                  (a) if such financial statements and Compliance Certificate
         are delivered after the date such financial statements and Compliance
         Certificate were required to be delivered (without giving effect to any
         applicable cure period) and the Applicable Margin increases from that
         previously in effect as a result of the delivery of such financial
         statements and Compliance Certificate, then the Applicable Margin in
         respect of the Loans during the period from the date upon which such
         financial statements and Compliance Certificate were required to be
         delivered (without giving effect to any applicable cure period) until
         the date upon which they actually are delivered shall, except as
         otherwise provided in clause (c) below, be the Applicable Margin as so
         increased;

                  (b) if such financial statements and Compliance Certificate
         are delivered after the date such financial statements and Compliance
         Certificate were required to be delivered and the Applicable Margin
         decreases from that previously in effect as a result of the delivery of
         such financial statements and Compliance Certificate, then such
         decrease in the Applicable Margin shall not become applicable until the
         date upon which such financial statements and Compliance Certificate
         actually are delivered; and

                  (c) if such financial statements and Compliance Certificate
         are not delivered prior to the expiration of the applicable cure
         period, then, effective upon such expiration, for the period from the
         date upon which such financial statements and Compliance Certificate
         were required to be delivered (after the expiration of the applicable
         cure period) until two Business Days following the date upon which such
         financial statements

<Page>

                                                                               4


          and Compliance Certificate actually are delivered, the Applicable
          Margin (i) in respect of the Revolving Credit Loans and the Tranche A
          Term Loans shall be 1.50% per annum, in the case of ABR Loans, and
          2.50% per annum, in the case of Eurodollar Loans and (ii) in respect
          of the Tranche B Term Loans shall be 2.25% per annum, in the case of
          ABR Loans, and 3.25% per annum, in the case of Eurodollar Loans.

                  "APPLICATION":  an application, in such form as the relevant
          Issuing Lender may specify from time to time, requesting such Issuing
          Lender to open a Letter of Credit.

                  "ARRANGERS":  as defined in the preamble hereto.

                  "ASSET SALE": any Disposition of property or series of related
         Dispositions of property (including as a result of condemnation or
         casualty and including any such Disposition permitted by subsection
         8.6(b), but excluding any such Disposition permitted by subsection
         8.6(a), (c), (d), (e) or (f)) that yields gross proceeds to the
         Borrower or any of its Subsidiaries (valued at the initial principal
         amount thereof in the case of non-cash proceeds consisting of notes or
         other debt securities and valued at fair market value in the case of
         other non-cash proceeds) in excess of $1,000,000.

                  "ASSIGNEE":  as defined in subsection 11.6(c).

                  "AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Revolving
         Lender at any time, an amount equal to the excess, if any, of (a) such
         Lender's Revolving Commitment then in effect OVER (b) such Lender's
         Revolving Extensions of Credit then outstanding; PROVIDED, that in
         calculating any Lender's Revolving Extensions of Credit for the purpose
         of determining such Lender's Available Revolving Commitment pursuant to
         subsection 4.1(a), the aggregate principal amount of Swingline Loans
         then outstanding shall be deemed to be zero.

                  "AURORA": Aurora Capital Partners L.P., a California limited
         partnership.

                  "BANK ASSIGNEE":  as defined in subsection 11.6(c).

                  "BOARD":  as defined in the definition of "ABR".

                  "BORROWING DATE":  any Business Day specified in a notice
         pursuant to subsection 2.2 or 2.5 as a date on which the Borrower
         requests the Lenders to make Loans hereunder.

                  "BUSINESS":  as defined in subsection 5.16.

                  "BUSINESS DAY": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close; PROVIDED, that with respect to any
         borrowings, disbursements and payments in respect of and calculations,
         interest rates and Interest Periods pertaining to Eurodollar Loans,
         such day is also a day on which dealings are carried on in the relevant
         interbank Eurodollar market.
<Page>

                                                                               5


                  "CAPITAL STOCK":  any and all shares, interests,
         participations or other equivalents (however designated) of capital
         stock of a corporation, any and all equivalent ownership interests in
         a Person (other than a corporation) and any and all warrants or
         options to purchase any of the foregoing.

                  "CASH EQUIVALENTS": (a) securities with maturities of one year
         or less from the date of acquisition issued or fully guaranteed or
         insured by the United States Government or any agency thereof, (b)
         certificates of deposit of any Lender, certificates of deposit,
         eurodollar deposits, time deposits, overnight bank deposits, bankers
         acceptances and repurchase agreements of any commercial bank which has
         capital and surplus in excess of $200,000,000 having maturities of one
         year or less from the date of acquisition, (c) corporate securities
         including commercial paper, rated at least A-2 by Standard & Poor's
         Ratings Services, a division of the McGraw-Hill Companies ("S&P") and
         P-2 by Moody's Investors Service, Inc. ("MOODY'S") and corporate debt
         instruments including medium term notes and floating rate notes issued
         by foreign or domestic corporations which pay in Dollars rated at least
         A by S&P or Moody's, (d) short term tax exempt securities including
         municipal notes, commercial paper, auction rate floaters, and floating
         rate notes rated at least A-1 by S&P or P-1 by Moody's, (e) municipal
         notes rated at least SP-1 by S&P or MIG-2 by Moody's, and bonds rated
         at least AA by S&P or Moody's, (f) auction rate preferred stock or
         bonds issued with a rate set mechanism and a maximum term of 180 days
         rated at least AA by Moody's, (g) securities with maturities of one
         year or less from the date of acquisition issued or fully guaranteed by
         any state, commonwealth or territory of the United States, by any
         political subdivision or taxing authority of any such state,
         commonwealth or territory or by any foreign government, the securities
         of which state, commonwealth, territory, political subdivision, taxing
         authority or foreign government (as the case may be) are rated at least
         AA by S&P or Aa by Moody's, (h) securities with maturities of one year
         or less from the date of acquisition fully backed by standby letters of
         credit issued by any Lender or any commercial bank in each case
         satisfying the requirements of clause (b) of this definition and (i)
         money market accounts or funds which invest primarily in the types of
         securities described in (a) through (h) above. If both S&P and Moody's
         cease publishing ratings of investments of any of the types described
         above, then equivalent ratings of a nationally recognized rating agency
         will apply.

                  "CHANGE OF CONTROL": the occurrence of any of the following
         events: (i) any sale, transfer or other conveyance, whether direct or
         indirect, of all or substantially all of the assets of the Borrower, on
         a consolidated basis, in one transaction or a series of related
         transactions, if, immediately after giving effect to such transaction,
         any Person or "group" (within the meaning of Section 13(d) or 14(d) of
         the Securities Exchange Act of 1934, as amended) other than any
         Excluded Person is or becomes the "beneficial owner," directly or
         indirectly, of more than 35% of the total voting power in the aggregate
         normally entitled to vote in the election of directors, managers or
         trustees, as applicable, of the transferee, unless the percentage so
         owned by Excluded Persons is greater, (ii) any Person or "group"
         (within the meaning of Section 13(d) or 14(d) of the Securities
         Exchange Act of 1934, as amended) other than any Excluded Person is or
         becomes the "beneficial owner," directly or indirectly, of more than
         35% of the total voting power in

<Page>

                                                                               6


          the aggregate of all classes of Capital Stock of the Borrower then
          outstanding normally entitled to vote in elections of directors,
          unless the percentage so owned by Excluded Persons is greater or
          (iii) during any period of 12 consecutive months after the Effective
          Date, individuals who at the beginning of any such 12 month period
          constituted the Board of Directors of the Borrower (together with any
          new directors whose election by such Board or whose nomination for
          election by the shareholders of the Borrower was approved by a vote of
          a majority of the directors then still in office who were either
          directors at the beginning of such period or whose election or
          nomination for election was previously so approved) cease for any
          reason to constitute a majority of the Board of Directors of the
          Borrower then in office.

                  "CLOSING CERTIFICATE":  a certificate of each Loan Party,
         substantially in the form of Exhibit C-2.

                  "CLOSING DATE":  the date on which the conditions precedent
         set forth in subsection 6.2 shall be satisfied or waived, which date
         shall be on or prior to March 15, 2002.

                  "CODE":  the Internal Revenue Code of 1986, as amended.

                  "COLLATERAL":  all assets of the Loan Parties, now owned or
         hereinafter acquired, upon which a Lien is purported to be created by
         any Security Agreement.

                  "COMMERCIAL LETTER OF CREDIT":  as defined in
         subsection 3.1(b)(i)(2).

                  "COMMITMENTS":  the collective reference to the Revolving
         Credit Commitments, the Tranche A Term Commitments, the Tranche B Term
         Commitments and the Tranche C Term Commitments.

                  "COMMITMENT PERCENTAGE": as to any Lender at any time, the
         percentage which the sum of (i) the unpaid principal amount of the
         outstanding Term Loans held by such Lender at such time and (ii) the
         Revolving Credit Commitment of such Lender (or, if the Revolving Credit
         Commitments have expired or been terminated, the Revolving Credit
         Exposure of such Lender) at such time then constitutes of the sum of
         (x) the aggregate outstanding principal amount of the Term Loans held
         by all Lenders and (y) the aggregate Revolving Credit Commitments of
         all Lenders (or, if the Revolving Credit Commitments have expired or
         been terminated, the aggregate Revolving Credit Exposures of all
         Lenders).

                  "COMMONLY CONTROLLED ENTITY": 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.

                  "COMPLIANCE CERTIFICATE":  as defined in subsection 7.2(b).

                  "CONSOLIDATED CAPITAL EXPENDITURES": of any Person for any
         period, the amount of expenditures of such Person, determined on a
         consolidated basis in accordance with

<Page>

                                                                               7


          GAAP (whether accrued under Capital Leases or otherwise), for such
          period in respect of the purchase or other acquisition of fixed or
          capital assets (excluding any such asset acquired in connection with
          normal replacement and maintenance programs properly charged to
          current operations).

                  "CONSOLIDATED CURRENT ASSETS": at any date, all amounts (other
         than cash and Cash Equivalents) that would, in conformity with GAAP, be
         set forth opposite the caption "total current assets" (or any like
         caption) on a consolidated balance sheet of the Borrower and its
         Subsidiaries at such date.

                  "CONSOLIDATED CURRENT LIABILITIES": at any date, all amounts
         that would, in conformity with GAAP, be set forth opposite the caption
         "total current liabilities" (or any like caption) on a consolidated
         balance sheet of the Borrower and its Subsidiaries at such date, but
         excluding (a) the current portion of any Funded Debt of the Borrower
         and its Subsidiaries and (b) without duplication of clause (a) above,
         all Indebtedness consisting of Revolving Credit Loans or Swingline
         Loans to the extent otherwise included therein.

                  "CONSOLIDATED EBITDA": of any Person for any period,
         Consolidated Net Income of such Person for such period PLUS, without
         duplication and to the extent reflected as a charge in the statement of
         such Consolidated Net Income, the sum of (a) provision for income and
         franchise tax expense, (b) Consolidated Interest Expense, (c)
         depreciation and amortization expense, (d) amortization of intangibles
         (including, but not limited to, goodwill), organization costs and
         deferred financing costs, (e) writeoff of goodwill and other non cash
         charges, including, without limitation, interest expense representing
         payment in the form of non-cash "payment-in-kind" instruments, (f) any
         extraordinary losses (including, whether or not otherwise includable as
         a separate item in the statement of such Consolidated Net Income,
         losses on the sales of assets outside of the ordinary course of
         business) and (g) Special Charges, MINUS, without duplication and to
         the extent reflected as a charge in the statement of such Consolidated
         Net Income, any extraordinary gains (including, whether or not
         otherwise includable as a separate item in the statement of such
         Consolidated Net Income, gains on the sales of assets outside of the
         ordinary course of business).

                  "CONSOLIDATED INTEREST EXPENSE":  of any Person for any period
          the amount of cash interest expense, determined on a consolidated
          basis in accordance with GAAP, for such period on the aggregate
          principal amount of its Indebtedness.

                  "CONSOLIDATED LEASE EXPENSE": for any Person for any period,
         the aggregate amount of fixed and contingent rentals payable by such
         Person with respect to such period, determined on a consolidated basis
         in accordance with GAAP, for such period with respect to operating
         leases of real and personal property.

                  "CONSOLIDATED NET INCOME":  of any Person for any period, net
          income of such Person for such period, determined on a consolidated
          basis in accordance with GAAP.

                  "CONSOLIDATED NET WORTH": of any Person, as of the date of
         determination, the sum of (i) all items which in conformity with GAAP
         would be included under

<Page>

                                                                               8

          shareholders' equity on a consolidated balance sheet of such Person at
          such date PLUS (ii) mandatorily redeemable preferred stock of the
          Borrower which by its terms is not mandatorily redeemable or
          redeemable at the option of the holder thereof prior to the Revolving
          Termination Date.

                  "CONSOLIDATED TOTAL INDEBTEDNESS":  of any Person, as of the
         date of determination, all Indebtedness of such Person which, in
         accordance with GAAP, would be included as Indebtedness on a
         consolidated balance sheet of such Person at such date.

                  "CONTRACTUAL OBLIGATION":  as to any Person, any provision of
          any security issued by such Person or of any agreement, instrument or
          other undertaking to which such Person is a party or by which it or
          any of its property is bound.

                  "CONSOLIDATED WORKING CAPITAL":  at any date, the excess of
          Consolidated Current Assets on such date OVER Consolidated Current
          Liabilities on such date.

                  "DEFAULT":  any of the events specified in Section 9, whether
          or not any requirement for the giving of notice, the lapse of time, or
          both, or any other condition, has been satisfied.

                  "DESIGNATED LETTERS OF CREDIT": each letter of credit issued
         by an Issuing Lender under the Existing Credit Agreement that is
         designated on the Closing Date by the Borrower, with the consent of
         such Issuing Lender, as a "Letter of Credit" hereunder in such Issuing
         Lender's Issuing Lender Agreement and in Schedule 3.1.

                  "DISPOSITION":  with respect to any property, any sale, lease,
         sale and leaseback, assignment, conveyance, transfer or other
         disposition thereof.

                  "DISTRIBUTION GROUP":  ATC Distribution Group, Inc.

                  "DISTRIBUTION GROUP SALE":  the sale of the Distribution Group
         pursuant to the Stock Purchase Agreement.

                  "DOLLARS" and "$":  dollars in lawful currency of the United
         States of America.

                  "EFFECTIVE DATE":  the date on which the conditions precedent
         set forth in subsection 6.1 shall be satisfied or waived, which date
         shall be February 8, 2002.

                  "EFFECTIVE DATE CERTIFICATE":  a certificate of each Loan
         Party, substantially in the form of Exhibit C-1.

                  "ENVIRONMENTAL LAWS": any and all foreign, Federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) regulating,
         relating to or imposing liability or standards of conduct concerning
         protection of human health or the environment, as now or may at any
         time hereafter be in effect.
<Page>

                                                                               9


                  "ERISA":  the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal fraction) of reserve requirements in effect on
         such day (including, without limitation, basic, supplemental, marginal
         and emergency reserves under any regulations of the Board or other
         Governmental Authority having jurisdiction with respect thereto)
         dealing with reserve requirements prescribed for eurocurrency funding
         (currently referred to as "Eurocurrency Liabilities" in Regulation D of
         such Board) maintained by the Administrative Agent.

                  "EURODOLLAR BASE RATE": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         determined on the basis of the rate for deposits in Dollars for a
         period equal to such Interest Period commencing on the first day of
         such Interest Period appearing on Page 3750 of the Telerate screen as
         of 11:00 A.M., London time, two Business Days prior to the beginning of
         such Interest Period. In the event that such rate does not appear on
         Page 3750 of the Telerate screen (or otherwise on such screen), the
         "EURODOLLAR BASE RATE" shall be determined by reference to such other
         comparable publicly available service for displaying eurodollar rates
         as may be selected by the Administrative Agent or, in the absence of
         such availability, by reference to the rate at which the Administrative
         Agent is offered Dollar deposits at or about 11:00 A.M., New York City
         time, two Business Days prior to the beginning of such Interest Period
         in the interbank eurodollar market where its eurodollar and foreign
         currency and exchange operations are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein.

                  "EURODOLLAR LOANS":  Loans the rate of interest applicable to
          which is based upon the Eurodollar Rate.

                  "EURODOLLAR RATE": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                                Eurodollar Base Rate
              --------------------------------------------------------
                      1.00 - Eurocurrency Reserve Requirements

                  "EURODOLLAR TRANCHE the collective reference to Eurodollar
         Loans under a particular Facility the then current Interest Periods
         with respect to all of which begin on the same date and end on the same
         later date (whether or not such Loans shall originally have been made
         on the same day).

                  "EVENT OF DEFAULT":  any of the events specified in Section 9,
         PROVIDED that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

<Page>

                                                                              10


                  "EXCESS CASH FLOW": for any fiscal year of the Borrower, the
         excess, if any, of (a) the sum, without duplication, of (i)
         Consolidated Net Income for such fiscal year, (ii) the amount of all
         non-cash charges (including depreciation and amortization) deducted in
         arriving at such Consolidated Net Income, (iii) decreases in
         Consolidated Working Capital for such fiscal year, and (iv) the
         aggregate net amount of non-cash loss on the Disposition of property by
         the Borrower and its Subsidiaries during such fiscal year (other than
         sales of inventory in the ordinary course of business), to the extent
         deducted in arriving at such Consolidated Net Income MINUS (b) the sum,
         without duplication, of (i) the amount of all non-cash credits included
         in arriving at such Consolidated Net Income, (ii) the aggregate amount
         actually paid by the Borrower and its Subsidiaries in cash during such
         fiscal year on account of Consolidated Capital Expenditures (excluding
         the principal amount of Indebtedness incurred in connection with such
         expenditures and any such expenditures financed with the proceeds of
         any Asset Sale pursuant to the proviso of subsection 4.5(b)), (iii) the
         aggregate amount of all mandatory prepayments of Revolving Credit Loans
         and Swingline Loans during such fiscal year to the extent accompanying
         permanent reductions of the Revolving Credit Commitments and all
         mandatory prepayments of the Term Loans during such fiscal year, (iv)
         the aggregate amount of all regularly scheduled principal payments of
         Funded Debt (including the Term Loans) of the Borrower and its
         Subsidiaries made during such fiscal year (other than in respect of any
         revolving credit facility to the extent there is not an equivalent
         permanent reduction in commitments thereunder), (v) increases in
         Consolidated Working Capital for such fiscal year, and (vi) the
         aggregate net amount of non-cash gain on the Disposition of property by
         the Borrower and its Subsidiaries during such fiscal year (other than
         sales of inventory in the ordinary course of business), to the extent
         included in arriving at such Consolidated Net Income.

                  "EXCESS CASH FLOW APPLICATION DATE":  as defined in
         subsection 4.5(e).

                  "EXCLUDED PERSON": (a) the Borrower or any wholly-owned
         Subsidiary which is a Guarantor, (b) any employee benefit plan of the
         Borrower or any wholly owned Subsidiary which is a Guarantor or any
         trustee or similar fiduciary holding Capital Stock of the Borrower for
         or pursuant to the terms of any such plan and (c) all Related Persons
         of the Borrower as of the Effective Date and any Person that becomes a
         Related Person of such Related Person thereafter.

                  "EXISTING CREDIT AGREEMENT":  as defined in the recitals
         hereto.

                  "EXTENSION OF CREDIT":  as to any Lender, (a) the making of a
         Revolving Credit Loan, a Term Loan or a Swingline Loan by such Lender
         or (b) the issuance of, or participation in, a Letter of Credit by
         such Lender.

                  "FACILITY": each of (a) the Tranche A Term Commitments and the
         Tranche A Term Loans made thereunder (the "TRANCHE A TERM FACILITY"),
         (b) the Tranche B Term Commitments and the Tranche B Term Loans made
         thereunder (the "TRANCHE B TERM FACILITY"), (c) the Tranche C Term
         Commitments and the Tranche C Term Loans made thereunder (the "TRANCHE
         C TERM FACILITY"), and (d) the Revolving Credit Commitments and the
         extensions of credit made thereunder (the "REVOLVING FACILITY").
<Page>

                                                                              11


                  "FINANCING LEASE":  any lease of property, real or personal,
          the obligations of the lessee in respect of which are required in
          accordance with GAAP to be capitalized on a balance sheet of the
          lessee.

                  "FOREIGN SUBSIDIARIES":  any Subsidiary incorporated or
          otherwise organized in any jurisdiction outside the United States of
          America.

                  "FUNDED DEBT": as to any Person, all Indebtedness of such
         Person that matures more than one year from the date of its creation or
         matures within one year from such date but is renewable or extendible,
         at the option of such Person, to a date more than one year from such
         date or arises under a revolving credit or similar agreement that
         obligates the lender or lenders to extend credit during a period of
         more than one year from such date, including all current maturities and
         current sinking fund payments in respect of such Indebtedness whether
         or not required to be paid within one year from the date of its
         creation and, in the case of the Borrower, Indebtedness in respect of
         the Loans.

                  "GAAP": generally accepted accounting principles in the United
         States of America in effect from time to time, except that for purposes
         of subsection 8.1, GAAP shall be determined on the basis of such
         principles in effect on the date hereof and consistent with those used
         in the preparation of the most recent audited financial statements
         referred to in subsection 5.1(a). In the event that any "Accounting
         Change" (as defined below) shall occur and such change results in a
         change in the method of calculation of financial covenants, standards
         or terms in this Agreement, then the Borrower and the Administrative
         Agent agree to enter into negotiations in order to amend such
         provisions of this Agreement so as to equitably reflect such Accounting
         Changes with the desired result that the criteria for evaluating the
         Borrower's financial condition shall be the same after such Accounting
         Changes as if such Accounting Changes had not been made. Until such
         time as such an amendment shall have been executed and delivered by the
         Borrower, the Administrative Agent and the Required Lenders, all
         financial covenants, standards and terms in Section 8 of this Agreement
         shall continue to be calculated or construed as if such Accounting
         Changes had not occurred. "ACCOUNTING CHANGES" refers to changes in
         accounting principles required by the promulgation of any rule,
         regulation, pronouncement or opinion by the Financial Accounting
         Standards Board of the American Institute of Certified Public
         Accountants or, if applicable, the SEC.

                  "GOVERNMENTAL AUTHORITY":  any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "GUARANTEE AND COLLATERAL AGREEMENT": the guarantee and
         collateral agreement to be executed and delivered by the Borrower and
         its domestic Subsidiaries, substantially in the form of Exhibit A, as
         the same may be amended, supplemented or otherwise modified from time
         to time.

                  "GUARANTEE OBLIGATION": as to any Person (the "GUARANTEEING
         PERSON"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the
<Page>

                                                                              12


         guaranteeing person has issued a reimbursement, counterindemnity or
         similar obligation, in either case guaranteeing or in effect
         guaranteeing any Indebtedness, leases, dividends or other obligations
         (the "PRIMARY OBLIGATIONS") of any other third Person (the "PRIMARY
         OBLIGOR") in any manner, whether directly or indirectly, including,
         without limitation, any obligation of the guaranteeing person, whether
         or not contingent, (i) to purchase any such primary obligation or any
         property constituting direct or indirect security therefor, (ii) to
         advance or supply funds (1) for the purchase or payment of any such
         primary obligation or (2) to maintain working capital or equity
         capital of the primary obligor or otherwise to maintain the net worth
         or solvency of the primary obligor, (iii) to purchase property,
         securities or services primarily for the purpose of assuring the owner
         of any such primary obligation of the ability of the primary obligor
         to make payment of such primary obligation or (iv) otherwise to assure
         or hold harmless the owner of any such primary obligation against loss
         in respect thereof; PROVIDED, HOWEVER, that the term Guarantee
         Obligation shall not include endorsements of instruments for deposit
         or collection in the ordinary course of business. The amount of any
         Guarantee Obligation of any guaranteeing person as of any date of
         determination shall be deemed to be the lower of (a) an amount equal
         to the then stated or determinable amount of the primary obligation in
         respect of which such Guarantee Obligation is made and (b) the maximum
         amount for which such guaranteeing person may be liable pursuant to
         the terms of the instrument embodying such Guarantee Obligation,
         unless such primary obligation and the maximum amount for which such
         guaranteeing person may be liable are not stated or determinable, in
         which case the amount of such Guarantee Obligation shall be such
         guaranteeing person's maximum reasonably anticipated liability in
         respect thereof as determined by such Person in good faith.

                  "GUARANTOR":  any Person delivering a guarantee pursuant to
          the Guarantee and Collateral Agreement.

                  "HEDGING AGREEMENT": with respect to any Person, any interest
         rate or currency exchange rate swap agreement, interest or currency
         exchange rate future, interest or currency exchange rate option,
         interest or currency exchange rate cap or other interest or currency
         rate hedge arrangement, to or under which such Person is a party or a
         beneficiary.

                  "INDEBTEDNESS": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than trade liabilities
         and accrued expenses incurred in the ordinary course of business and
         payable not more than 12 months after the incurrence thereof in
         accordance with customary practices), (b) any other indebtedness of
         such Person which is evidenced by a note, bond, debenture or similar
         instrument, (c) all obligations of such Person under Financing Leases,
         (d) all obligations of such Person in respect of acceptances issued or
         created for the account of such Person, (e) all liabilities secured by
         any Lien on any property owned by such Person whether or not such
         Person has not assumed or otherwise become liable for the payment
         thereof, (f) unreimbursed drawings under letters of credit and (g) for
         the purposes of subsection 8.2 (other than clauses (a) through (f)
         thereof) and 9(e) only, all obligations or liabilities under Hedging
         Agreements, PROVIDED that for the purposes of subsection 9(e), the
         "principal amount" of the obligations of such Person in

<Page>

                                                                              13


          respect of any Hedging Agreement at any time shall be the maximum
          aggregate amount (giving effect to any netting agreements) that such
          Person would be required to pay if such Hedging Agreement were
          terminated at such time. For the purposes of any financial calculation
          hereunder, the amount of any Indebtedness at any date shall be the
          principal or similar primary amount of such obligation on such date,
          including capitalized interest (i.e., indebtedness issued in lieu of
          cash payment of interest or interest on which interest is accruing)
          and capitalized payment obligations with respect thereto, in each such
          case, as of such date.

                  "INSOLVENCY":  with respect to any Multiemployer Plan, the
          condition that such Plan is insolvent within the meaning of Section
          4245 of ERISA.

                  "INSOLVENT":  pertaining to a condition of Insolvency.

                  "INTELLECTUAL PROPERTY": the collective reference to all
         rights, priorities and privileges relating to intellectual property,
         whether arising under United States, multinational or foreign laws or
         otherwise, including copyrights, copyright licenses, patents, patent
         licenses, trademarks, trademark licenses, domain names, technology,
         know-how and processes, and all rights to sue at law or in equity for
         any infringement or other impairment thereof, including the right to
         receive all proceeds and damages therefrom.

                  "INTEREST PAYMENT DATE": (a) as to any ABR Loan, the last day
         of each March, June, September and December to occur while such Loan is
         outstanding, (b) as to any Eurodollar Loan having an Interest Period of
         three months or less, the last day of such Interest Period and (c) as
         to any Eurodollar Loan having an Interest Period longer than three
         months, each day which is three months, or a whole multiple thereof,
         after the first day of such Interest Period and the last day of such
         Interest Period.

                  "INTEREST PERIOD":  with respect to any Eurodollar Loan:

                           (i) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurodollar Loan and ending one, two, three, six or nine months
                  (if nine month periods are available to all Lenders)
                  thereafter, as selected by the Borrower in its notice of
                  borrowing or notice of conversion, as the case may be, given
                  with respect thereto; and

                           (ii) thereafter, each period commencing on the last
                  day of the next preceding Interest Period applicable to such
                  Eurodollar Loan and ending one, two, three, six or nine months
                  (if nine month periods are available to all Lenders)
                  thereafter, as selected by the Borrower by irrevocable notice
                  to the Administrative Agent not less than three Business Days
                  prior to the last day of the then current Interest Period with
                  respect thereto;

PROVIDED that, all of the foregoing provisions relating to Interest Periods are
subject to the following:

<Page>

                                                                              14

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

                           (2) any Interest Period that would otherwise extend
                  beyond the Revolving Termination Date, Tranche A Term Loan
                  Termination Date, the Tranche B Term Loan Termination Date or
                  the Tranche C Term Loan Termination Date shall end on the
                  Revolving Termination Date, Tranche A Term Loan Termination
                  Date, Tranche B Term Loan Termination Date or the Tranche C
                  Term Loan Termination Date, respectively; and

                           (3) any Interest Period pertaining to a Eurodollar
                  Loan that begins on the last Business Day of a calendar month
                  (or on a day for which there is no numerically corresponding
                  day in the calendar month at the end of such Interest Period)
                  shall end on the last Business Day of a calendar month.

                  "ISSUING LENDER": JPMorgan Chase Bank or one of its Affiliates
         or another Lender or Lenders designated by the Borrower and the
         Administrative Agent pursuant to an Issuing Lender Agreement; PROVIDED,
         FURTHER, with respect to any Designated Letter of Credit, the Lender or
         Lender Affiliate of such Lender which issued such Designated Letter of
         Credit.

                  "ISSUING LENDER AGREEMENT": an agreement, substantially in the
         form of Exhibit F, executed by a Lender, the Borrower, and the
         Administrative Agent pursuant to which such Lender agrees to become an
         Issuing Lender hereunder.

                  "JPMORGAN CHASE BANK": JPMorgan Chase Bank, a New York banking
         corporation.

                  "L/C OBLIGATIONS": at any time, an amount equal to the sum of
         (a) the aggregate then undrawn and unexpired amount of the then
         outstanding Letters of Credit and (b) the aggregate amount of drawings
         under Letters of Credit which have not then been reimbursed pursuant to
         subsection 3.4(a).

                  "L/C PARTICIPANTS": the collective reference to all the
         Lenders holding Revolving Credit Commitments other than the relevant
         Issuing Lender.

                  "LENDERS":  as defined in the preamble hereto.

                  "LENDER AFFILIATE": (a) any Affiliate of any Lender, (b) any
         Person that is administered or managed by any Lender or any Affiliate
         of any Lender and that is engaged in making, purchasing, holding or
         otherwise investing in commercial loans and similar extensions of
         credit in the ordinary course of its business and (c) with respect to
         any Lender which is a fund that invests in commercial loans and similar
         extensions of credit, any other fund that invests in commercial loans
         and similar extensions of credit

<Page>

                                                                              15

          and is managed or advised by the same investment advisor as such
          Lender or by an Affiliate of such Lender or investment advisor.

                  "LETTERS OF CREDIT":  as defined in subsection 3.1(a).

                  "LEVERAGE RATIO": as of the end of each fiscal quarter of the
         Borrower, with respect to the Borrower and its Subsidiaries on a
         consolidated basis, the ratio of Consolidated Total Indebtedness as of
         such date to Consolidated EBITDA for the four fiscal quarters of the
         Borrower then ended; PROVIDED that for purposes of calculating
         Consolidated EBITDA of the Borrower and its Subsidiaries for any period
         for inclusion in the Leverage Ratio for the purposes of subsections 2.7
         and 8.1(a) only, (i) the Consolidated EBITDA of any Person acquired by
         the Borrower or its Subsidiaries during such period shall be included
         on a PRO FORMA basis for such period (assuming the consummation of such
         acquisition and the incurrence or assumption of any Indebtedness in
         connection therewith occurred on the first day of such period) if the
         consolidated balance sheet of such acquired Person and its consolidated
         Subsidiaries as at the end of the period preceding the acquisition of
         such Person and the related consolidated statements of income and
         stockholders' equity and of cash flows for the period in respect of
         which Consolidated EBITDA is to be calculated (x) have been previously
         provided to the Administrative Agent and the Lenders and (y) either (A)
         have been reported on without a qualification arising out of the scope
         of the audit by independent certified public accountants of nationally
         recognized standing or (B) have been found acceptable by the
         Administrative Agent and (ii) the Consolidated EBITDA of any Person (or
         attributable to assets constituting a significant business unit)
         disposed of by the Borrower or its Subsidiaries during such period
         shall be excluded on a PRO FORMA basis for such period (assuming the
         consummation of such disposition in connection therewith occurred on
         the first day of such period).

                  "LIEN": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         which makes any property or asset available for the payment or
         performance of any liability in priority to the payment or performance
         of ordinary, unsecured creditors (including, without limitation, any
         conditional sale or other title retention agreement and any Financing
         Lease having substantially the same economic effect as any of the
         foregoing).

                  "LOAN":  any loan made by any Lender pursuant to this
         Agreement.

                  "LOAN DOCUMENTS":  this Agreement, the Notes, the
         Applications, the Security Agreements and any Hedging Agreement to
         which any Lender is a party in respect of any Loans made hereunder.

                  "LOAN PARTIES":  the Borrower and each Subsidiary which is a
         party to a Loan Document.

<Page>

                                                                              16


                  "MAJORITY FACILITY LENDERS": with respect to any Facility, the
         holders of more than 50% of the aggregate unpaid principal amount of
         the Tranche A Term Loans, the aggregate unpaid principal amount of the
         Tranche B Term Loans, the aggregate unpaid principal amount of the
         Tranche C Term Loans or the aggregate Revolving Extensions of Credit,
         as the case may be, outstanding under such Facility (or, in the case of
         the Revolving Facility, prior to any termination of the Revolving
         Credit Commitments, the holders of more than 50% of the aggregate
         Revolving Credit Commitments).

                  "MANDATORY PREPAYMENT DATE":  as defined in subsection 4.5(g).

                  "MANDATORY PREPAYMENT OPTION NOTICE":  as defined in
         subsection 4.5(g).

                  "MATERIAL ADVERSE EFFECT": a material adverse effect on (a)
         the consummation of the Offering and the refinancing of the Existing
         Credit Agreement, (b) the business, property, operations, financial
         condition or prospects of the Borrower and its Subsidiaries taken as a
         whole or (c) the validity or enforceability of any of the Loan
         Documents or the rights and remedies of the Administrative Agent and
         the Lenders hereunder.

                  "MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "MORTGAGED PROPERTIES":  the real properties listed on
         Schedule A, as to which the Administrative Agent for the benefit of
         the Lenders shall be granted a Lien pursuant to the Mortgages.

                  "MORTGAGES": each of the mortgages and deeds of trust made by
         any Loan Party in favor of, or for the benefit of, the Administrative
         Agent for the benefit of the Lenders, substantially in the form of
         Exhibit H (with such changes thereto as shall be advisable under the
         law of the jurisdiction in which such mortgage or deed of trust is to
         be recorded).

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

                  "NET CASH PROCEEDS": (a) in connection with any Asset Sale,
         the proceeds thereof in the form of cash and Cash Equivalents
         (including any such proceeds received by way of deferred payment of
         principal pursuant to a note or installment receivable or purchase
         price adjustment receivable or otherwise, but only as and when
         received), net of attorneys' fees, accountants' fees, investment
         banking fees, brokers' fees, amounts required to be applied to the
         repayment of Indebtedness secured by a Lien expressly permitted
         hereunder on any asset that is the subject of such Asset Sale (other
         than any Lien pursuant to a Security Agreement), amounts that are
         required to be paid to or on behalf of the buyer in an Asset Sale
         (including, without limitation, contract and lease termination fees
         relating to assets disposed of in the Asset Sale), amounts that are

<Page>

                                                                              17

         required to be paid to third parties in connection with any Asset Sale,
         and other customary fees and expenses actually incurred in connection
         therewith and net of taxes paid or reasonably estimated to be payable
         as a result thereof (after taking into account any available tax
         credits or deductions and any tax sharing arrangements) and (b) in
         connection with any issuance or sale of Capital Stock or any incurrence
         of Indebtedness, the cash proceeds received from such issuance or
         incurrence, net of attorneys' fees, investment banking fees,
         accountants' fees, underwriting discounts and commissions and other
         customary fees and expenses actually incurred in connection therewith.

                  "NEW LENDER":  as defined in subsection 2.7(d).

                  "NEW LENDING OFFICE":  as defined in subsection 4.14(b).

                  "NON-EXCLUDED TAXES":  as defined in subsection 4.14(a).

                  "NON-U.S. LENDER":  as defined in subsection 4.14(b).

                  "NOTES":  the collective reference to any promissory note
         evidencing Loans.

                  "OFFERING":  as defined in subsection 6.2(c).

                  "OPTIONAL PREPAYMENT DATE":  as defined in subsection 4.4(b).

                  "OPTIONAL PREPAYMENT OPTION NOTICE":  as defined in
         subsection 4.4(b).

                  "PARTICIPANT":  as defined in subsection 11.6(b).

                  "PBGC":  the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "PERSON":  an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture, Governmental Authority or
         other entity of whatever nature.

                  "PLAN": 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.

                  "PRICING GRID":  the table set forth below.

<Page>

                                                                              18

<Table>
<Caption>

                                    Applicable Margin for Revolving
                                    Credit Loans and Tranche A Term      Applicable Margin for
          Leverage Ratio                         Loans                   Tranche B Term Loans
          --------------            -------------------------------    --------------------------
                                      ABR Loans         Eurodollar       ABR Loans     Eurodollar
                                                          Loans                           Loans
                                    -------------------------------    --------------------------
<S>                                 <C>                 <C>              <C>           <C>
Greater than or equal to 2.50:1.00      1.50%             2.50%              2.25%       3.25%
-------------------------------------------------------------------------------------------------
 Less than 2.50:1.00, and greater       1.25%             2.25%              2.00%       3.00%
    than or equal to 1.50:1.00
-------------------------------------------------------------------------------------------------
       Less than 1.50:1.00              1.00%             2.00%              1.75%       2.75%
-------------------------------------------------------------------------------------------------
</Table>

                  "PRO FORMA BALANCE SHEET":  as defined in subsection 5.1(b).

                  "PROHIBITED TRANSACTION": a transaction that is prohibited
          under Section 4975 of the Code or Section 406 of ERISA and not exempt
          under Section 4975 of the Code or Section 408 of ERISA, respectively.

                  "PROPERTIES":  as defined in subsection 5.16.

                  "REFUNDED SWINGLINE LOANS": as defined in subsection 2.6(b).

                  "REGISTER":  as defined in subsection 11.6(d).

                  "REGULATION U": Regulation U of the Board as in effect from
         time to time.

                  "REIMBURSEMENT OBLIGATION":  the obligation of the Borrower to
         reimburse each Issuing Lender pursuant to subsection 3.4(a) for amounts
         drawn under Letters of Credit.

                  "RELATED PERSON": (a) any Person who controls, is controlled
         by or under common control with such Excluded Person; PROVIDED,
         HOWEVER, that for purposes of this definition "control" means the
         beneficial ownership of more than 50% of the total voting power of a
         Person normally entitled to vote in the election of directors, managers
         or trustees, as applicable of a Person, (b) as to any natural person,
         (i) such person's spouse, parents and descendants (whether by blood or
         adoption, and including stepchildren) and the spouses of any of such
         natural persons and (ii) any corporation, partnership, trust or other
         Person in which no one has any interest (directly or indirectly) except
         for any of such natural person, such spouse, parents and descendants
         (whether by blood or adoption, and including stepchildren) and the
         spouses of any of such natural persons and (c) Aurora and any
         investment funds controlled by Aurora.

                  "REORGANIZATION":  with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

<Page>

                                                                              19


                  "REPORTABLE EVENT":  any of the events set forth in
         Section 4043(b) of ERISA, other than those events as to which the
         thirty day notice period is waived under subsections .13, .14, .16,
         .18, .19 or .20 of PBGC Reg. Section 4043.

                  "REQUIRED LENDERS": at any time, Lenders holding more than 50%
         of the sum of (i) the aggregate unpaid principal amount of the Term
         Loans and (ii) the aggregate Revolving Credit Commitments or, if the
         Revolving Credit Commitments have been terminated, the aggregate
         Revolving Credit Exposures of all Lenders.

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

                  "RESPONSIBLE OFFICER":  the chief executive officer, the
          president, the controller, the treasurer or the chief financial
          officer of the Borrower.

                  "RESTRICTED PAYMENTS":  as defined in subsection 8.8(a).

                  "REVOLVING CREDIT COMMITMENT": as to any Lender, the
         obligation of such Lender to make Revolving Credit Loans to and/or
         issue or participate in Letters of Credit on behalf of the Borrower in
         a principal amount not to exceed the amount set forth opposite such
         Lender's name on Schedule 1.1, as such amount may be reduced from time
         to time in accordance with the provisions of this Agreement. The
         original aggregate amount of the Revolving Credit Commitments is
         $50,000,000.

                  "REVOLVING CREDIT COMMITMENT PERCENTAGE": as to any Lender at
         any time, the percentage which such Lender's Revolving Credit
         Commitment then constitutes of the aggregate Revolving Credit
         Commitments (or, at any time after the Revolving Credit Commitments
         shall have expired or been terminated, the percentage which the
         aggregate principal amount of such Lender's Revolving Credit Loans then
         outstanding constitutes of the aggregate principal amount of the
         Revolving Credit Loans then outstanding).

                  "REVOLVING CREDIT COMMITMENT PERIOD": the period from and
         including the Closing Date to but not including the Revolving
         Termination Date or such earlier date on which the Revolving Credit
         Commitments shall terminate as provided herein.

                  "REVOLVING CREDIT EXPOSURE" shall mean with respect to any
         Lender, at any time, the sum of (a) the aggregate outstanding principal
         amount of such Lender's Revolving Credit Loans at such time, plus (b)
         such Lender's Revolving Credit Commitment Percentage of the L/C
         Obligations, plus (c) such Lender's Revolving Credit Commitment
         Percentage of the Swingline Loans outstanding at such time; PROVIDED
         that, for purposes of calculating Available Revolving Credit
         Commitments for the purposes of subsection 4.1(a), the amount of
         Swingline Loans shall be deemed to be zero.

<Page>

                                                                              20


                  "REVOLVING CREDIT LENDER":  a Lender with a Revolving Credit
         Commitment or an outstanding Revolving Credit Loan.

                  "REVOLVING CREDIT LOANS":  as defined in subsection 2.1(a).

                  "REVOLVING EXTENSIONS OF CREDIT": as to any Revolving Credit
         Lender at any time, an amount equal to the sum of (a) the aggregate
         principal amount of all Revolving Credit Loans held by such Lender then
         outstanding, (b) such Lender's Revolving Credit Commitment Percentage
         of the L/C Obligations then outstanding and (c) such Lender's Revolving
         Credit Commitment Percentage of the aggregate principal amount of
         Swingline Loans then outstanding.

                  "REVOLVING TERMINATION DATE":  The fifth anniversary of the
         Closing Date.

                  "SECURITY AGREEMENTS": the collective reference to the
         Guarantee and Collateral Agreement, any mortgages and all other
         security documents hereafter delivered to the Administrative Agent
         granting a Lien on any asset or assets of any Person to secure the
         obligations and liabilities of the Borrower hereunder or under any of
         the other Loan Documents or to secure any guarantee of any such
         obligations and liabilities.

                  "SENIOR SUBORDINATED NOTES": the senior subordinated notes due
         2004 issued by the Borrower pursuant to the Indenture dated as of
         August 2, 1994 and the senior subordinated notes due 2004 issued by the
         Borrower pursuant to the Indenture dated as of June 1, 1995.

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

                  "SOLVENT" and "SOLVENCY": with respect to any Person on a
         particular date, the condition that on such date, (a) the fair value of
         the property of such Person is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities, of
         such Person, (b) the present fair salable value of the assets of such
         Person is not less than the amount that will be required to pay the
         probable liability of such Person on its debts as they become absolute
         and matured, (c) such Person does not intend to, and does not believe
         that it will, incur debts or liabilities beyond such Person's ability
         to pay as such debts and liabilities mature, and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small amount of capital.

                  "SPECIAL CHARGES": extraordinary losses, severance,
         restructuring, non-cash charges and similar charges included in the
         fiscal year ended December 31, 2001, in an amount and nature not
         materially different from those items presented to the Lenders in the
         Confidential Information Memorandum dated January 2002, and in any case
         in an aggregate amount not to exceed $6,000,000.

                  "SPECIFIED PREFERRED STOCK": any preferred stock of the
         Borrower (as designated in the Borrower's charter documents in effect
         on the date hereof) issued to common

<Page>

                                                                              21


         stockholders from time to time (i) compliance with the terms of which
         would not violate or be inconsistent with any of the provisions of
         this Agreement and (ii) which does not have any mandatory payment,
         dividend, redemption or similar covenants.

                  "STANDBY LETTER OF CREDIT":  as defined in
         paragraph 3.1(b)(i)(1).

                  "STOCK PURCHASE AGREEMENT":  the Stock Purchase Agreement,
         dated as of October 27, 2000, by and between ATCDG Holdings Corp, Inc.,
         ATCDG Acquisition Corp., Inc. and the Borrower, as amended.

                  "SUBSIDIARY": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower.

                  "SWINGLINE COMMITMENT":  the Swingline Lender's  obligation to
         make Swingline Loans pursuant to subsection 2.6(a). The original
         amount of the Swingline Commitment is $5,000,000.

                  "SWINGLINE LENDER":  JPMorgan Chase Bank in its capacity as
         provider of the Swingline Loans.

                  "SWINGLINE LOANS":  as defined in subsection 2.6(a).

                  "SYNDICATION AGENT":  as defined in the preamble.

                  "TERM LOANS":  the collective reference to the Tranche A Term
         Loans, the Tranche B Term Loans and the Tranche C Term Loans.

                  "TRANCHE A TERM COMMITMENT": as to any Lender, the obligation
         of such Lender, if any, to make a Tranche A Term Loan to the Borrower
         in a principal amount not to exceed the amount set forth under the
         heading "Tranche A Term Commitment" opposite such Lender's name on
         Schedule 1.1. The original aggregate amount of the Tranche A Term
         Commitments is $75,000,000.

                  "TRANCHE A TERM LENDER":  each Lender that has a Tranche A
         Term Commitment or that holds a Tranche A Term Loan.

                  "TRANCHE A TERM LOAN":  as defined in subsection 2.4.

                  "TRANCHE A TERM LOAN TERMINATION DATE":  The fifth anniversary
         of the Closing Date.

<Page>

                                                                              22


                  "TRANCHE A TERM PERCENTAGE": as to any Tranche A Term Lender
         at any time, the percentage which such Lender's Tranche A Term
         Commitment then constitutes of the aggregate Tranche A Term Commitments
         (or, at any time after the relevant Borrowing Date, the percentage
         which the aggregate principal amount of such Lender's Tranche A Term
         Loans then outstanding constitutes of the aggregate principal amount of
         the Tranche A Term Loans then outstanding).

                  "TRANCHE B MANDATORY PREPAYMENT AMOUNT":  as defined in
         subsection 4.5(g).

                  "TRANCHE B OPTIONAL PREPAYMENT AMOUNT":  as defined in
         subsection 4.4(b).

                  "TRANCHE B TERM COMMITMENT": as to any Lender, the obligation
         of such Lender, if any, to make a Tranche B-1 Term Loan and a Tranche
         B-2 Term Loan to the Borrower in a principal amount not to exceed the
         amount set forth under the heading "Tranche B Term Commitment" opposite
         such Lender's name on Schedule 1.1. The original aggregate amount of
         the Tranche B Term Commitments is $95,000,000.

                  "TRANCHE B TERM LENDER": (a) each Lender that has a Tranche
         B-1 Term Commitment or that holds a Tranche B-1 Term Loan and (b) each
         Lender that has a Tranche B-2 Term Commitment or that holds a Tranche
         B-2 Term Loan.

                  "TRANCHE B TERM LOAN":  the collective reference to
         Tranche B-1 Term Loans and Tranche B-2 Term Loans.

                  "TRANCHE B TERM LOAN TERMINATION DATE":  The sixth anniversary
         of the Closing Date.

                  "TRANCHE B TERM PERCENTAGE": as to any Tranche B Term Lender
         at any time, the percentage which such Lender's Tranche B Term
         Commitment then constitutes of the aggregate Tranche B Term Commitments
         (or, (a) at any time after the Closing Date, the percentage which the
         aggregate principal amount of such Lender's Tranche B-1 Term Loans then
         outstanding constitutes of the aggregate principal amount of the
         Tranche B-1 Term Loans then outstanding, or (b) at any time after the
         relevant Borrowing Date, the percentage which the aggregate principal
         amount of such Lender's Tranche B-2 Term Loans then outstanding
         constitutes of the aggregate principal amount of the Tranche B-2 Term
         Loans then outstanding).

                  "TRANCHE B-1 TERM COMMITMENT": as to any Lender, the
         obligation of such Lender, if any, to make a Tranche B-1 Term Loan to
         the Borrower in a principal amount not to exceed the amount set forth
         under the heading "Tranche B-1 Term Commitment" opposite such Lender's
         name on Schedule 1.1. The original aggregate amount of the Tranche B-1
         Term Commitments is $40,000,000.

                  "TRANCHE B-1 TERM LENDER":  each Lender that has a Tranche B-1
         Term Commitment or that holds a Tranche B-1 Term Loan.

                  "TRANCHE B-1 TERM LOAN":  as defined in subsection 2.4.

<Page>

                                                                              23


                  "TRANCHE B-1 TERM PERCENTAGE": as to any Tranche B-1 Term
         Lender at any time, the percentage which such Lender's Tranche B-1 Term
         Commitment then constitutes of the aggregate Tranche B-1 Term
         Commitments (or, at any time after the Closing Date, the percentage
         which the aggregate principal amount of such Lender's Tranche B-1 Term
         Loans then outstanding constitutes of the aggregate principal amount of
         the Tranche B-1 Term Loans then outstanding).

                  "TRANCHE B-2 TERM COMMITMENT": as to any Lender, the
         obligation of such Lender, if any, to make a Tranche B-2 Term Loan to
         the Borrower in a principal amount not to exceed the amount set forth
         under the heading "Tranche B-2 Term Commitment" opposite such Lender's
         name on Schedule 1.1. The original aggregate amount of the Tranche B-2
         Term Commitments is $55,000,000.

                  "TRANCHE B-2 TERM LENDER":  each Lender that has a Tranche B-2
         Term Commitment or that holds a Tranche B-2 Term Loan.

                  "TRANCHE B-2 TERM LOAN":  as defined in subsection 2.4.

                  "TRANCHE B-2 TERM PERCENTAGE": as to any Tranche B-2 Term
         Lender at any time, the percentage which such Lender's Tranche B-2 Term
         Commitment then constitutes of the aggregate Tranche B-2 Term
         Commitments (or, at any time after the relevant Borrowing Date, the
         percentage which the aggregate principal amount of such Lender's
         Tranche B-2 Term Loans then outstanding constitutes of the aggregate
         principal amount of the Tranche B-2 Term Loans then outstanding).

                 "TRANCHE C LENDER SUPPLEMENT": as defined in subsection 2.7(d).

                  "TRANCHE C TERM COMMITMENT": as to any Lender, the obligation
         of such Lender, if any, to make one or more Tranche C Term Loans to the
         Borrower in a principal amount not to exceed the amount set forth under
         the heading "Tranche C Term Commitment" opposite such Lender's name on
         Schedule 1.1. The aggregate amount of the Tranche C Term Commitments
         may not exceed $100,000,000.

                  "TRANCHE C TERM LENDER": each Lender that has a Tranche C Term
         Commitment or that holds a Tranche C Term Loan.

                  "TRANCHE C TERM LOAN":  as defined in subsection 2.7.

                  "TRANCHE C TERM LOAN TERMINATION DATE":  a date to be
         determined which shall be no earlier than the Tranche B Term Loan
         Termination Date.

                  "TRANCHE C TERM PERCENTAGE": as to any Tranche C Term Lender
         at any time, the percentage which such Lender's Tranche C Term
         Commitment then constitutes of the aggregate Tranche C Term Commitments
         (or, at any time after the relevant Borrowing Date, the percentage
         which the aggregate principal amount of such Lender's Tranche C Term
         Loans then outstanding constitutes of the aggregate principal amount of
         the Tranche C Term Loans then outstanding).

<Page>

                                                                              24


                  "TRANSFEREE":  any Assignee or Participant.

                  "TYPE":  as to any Loan, its nature as an ABR Loan or a
         Eurodollar Loan.

                  "UNIFORM CUSTOMS":  the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended or otherwise revised
         from time to time.

                  1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto.

                  (b) As used herein and in any certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Borrower and
its Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                SECTION 2. AMOUNT AND TERMS OF CREDIT COMMITMENTS

                  2.1 REVOLVING CREDIT COMMITMENTS. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans (each a "REVOLVING CREDIT LOAN", collectively, "REVOLVING
CREDIT LOANS") to the Borrower from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
which, when added to such Revolving Credit Lender's Revolving Credit Commitment
Percentage of the then outstanding L/C Obligations and Swingline Loans (after
giving effect to any repayment of Swingline Loans at the time of the making of
such Revolving Credit Loans), does not exceed the amount of such Revolving
Credit Lender's Revolving Credit Commitment.

                  (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 or 4.6, as applicable, PROVIDED that no Revolving Credit Loan
shall be made as a Eurodollar Loan after the day that is one month prior to the
Revolving Termination Date. During the Revolving Credit Commitment Period the
Borrower may use the Revolving Credit Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.

                  2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING. The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any

<Page>

                                                                              25


Business Day, PROVIDED that the Borrower shall give the Administrative Agent,
except as expressly set forth in subsections 3.4 and 4.10, irrevocable notice
(which notice must be received by the Administrative Agent prior to 12:00 noon,
New York City time, (a) three Business Days prior to the requested Borrowing
Date, if all or any part of the requested Loans are to be initially Eurodollar
Loans or (b) on the day of the requested Borrowing Date, otherwise), specifying
(i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof
and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Periods therefor. Each borrowing under the Revolving Credit
Commitments shall be in an amount equal to $1,000,000 or a whole multiple of
$500,000 in excess thereof (or, if the then aggregate Available Revolving Credit
Commitments are less than $500,000, such lesser amount). Upon receipt of any
such notice from the Borrower, the Administrative Agent shall promptly notify
each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the
amount of its pro rata share of each borrowing available to the Administrative
Agent for the account of the Borrower at the office of the Administrative Agent
specified in subsection 11.2 prior to 1:00 P.M., New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent, PROVIDED that, the Borrower shall give the Administrative
Agent and the Revolving Credit Lenders irrevocable notice by 11:00 A.M. New York
City time one Business Day before the requested Borrowing Date, if the Closing
Date is a Borrowing Date, and on such date each Revolving Credit Lender shall
make such funds available to the Administrative Agent prior to 10:00 A.M., New
York City time. Such borrowing will then be made available to the Borrower by
the Administrative Agent crediting the account of the Borrower on the books of
such office with the aggregate of the amounts made available to the
Administrative Agent by the Revolving Credit Lenders and in like funds as
received by the Administrative Agent.

                  2.3 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS.
The Borrower shall have the right, upon not less than five Business Days' notice
to the Administrative Agent, to terminate the Revolving Credit Commitments or,
from time to time, to reduce the amount of the Revolving Credit Commitments. Any
such reduction shall be in an amount equal to $1,000,000 or a whole multiple of
$1,000,000 in excess thereof and shall reduce permanently the applicable
Revolving Credit Commitments then in effect, PROVIDED that no such termination
or reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Credit Loans and Swingline Loans made on the
effective date thereof, the aggregate principal amount of the Revolving Credit
Loans then outstanding, when added to the then outstanding L/C Obligations and
the then outstanding Swingline Loans, would exceed the Revolving Credit
Commitments then in effect.

                  2.4 TERM COMMITMENTS. (a) Subject to the terms and conditions
hereof, each Tranche A Term Lender severally agrees to make term loans (a
"TRANCHE A TERM LOAN") to the Borrower on any one Business Day on or after the
Closing Date (but no later than April 11, 2002), as requested by the Borrower,
in an aggregate amount not to exceed the amount of the Tranche A Term Commitment
of such Lender.

                  (b) Subject to the terms and conditions hereof, each Tranche
B-1 Term Lender severally agrees to make a term loan (a "TRANCHE B-1 TERM LOAN")
to the Borrower on the

<Page>

                                                                              26


Closing Date in an amount not to exceed the amount of the Tranche B-1 Term
Commitment of such Lender.

                  (c) Subject to the terms and conditions hereof, each Tranche
B-2 Term Lender severally agrees to make term loans (a "TRANCHE B-2 TERM LOAN")
to the Borrower on any one Business Day on or after the Closing Date (but no
later than April 11, 2002), as requested by the Borrower, in an aggregate amount
not to exceed the amount of the Tranche B-2 Term Commitment of such Lender.

                  (d) The Term Loans may from time to time be Eurodollar Loans
or ABR Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with subsections 2.5 and 4.6.

                  2.5 PROCEDURE FOR TERM LOAN BORROWING. The Borrower shall give
the Administrative Agent irrevocable telephonic notice (promptly confirmed in
writing), which notice must be received by the Administrative Agent prior to
11:00 A.M., New York time, one Business Day prior to the anticipated Borrowing
Date (which shall be the Closing Date in the case of any Tranche B-1 Term Loans,
and which shall be a Business Day but no later than April 11, 2002 in the case
of the borrowing of the Tranche A Term Loans and the Tranche B-2 Term Loans),
requesting that the Tranche A Term Lenders, the Tranche B-1 Term Lenders and/or
the Tranche B-2 Term Lenders, as applicable, make their respective Term Loans on
such date and specifying the amount to be borrowed. The Term Loans made pursuant
to this subsection 2.5 shall initially be ABR Loans and no Term Loan may be
converted into or continued as a Eurodollar Loan having an Interest Period in
excess of one month until the date that is 90 days after the Closing Date. Upon
receipt of such notice with respect to Tranche A Term Loans, Tranche B-1 Term
Loans and/or Tranche B-2 Term Loans, as the case may be, the Administrative
Agent shall promptly notify each Tranche A Term Lender, each Tranche B-1 Term
Lender and each Tranche B-2 Term Lender, respectively, thereof. Not later than
10:00 A.M., New York time, on, with respect to the Tranche B-1 Term Loans, the
Closing Date, and, with respect to the Tranche A Term Loans and the Tranche B-2
Term Loans, the Borrowing Date with respect thereto, each Tranche A Term Lender,
each Tranche B-1 Term Lender and each Tranche B-2 Term Lender, as relevant,
shall make available to the Administrative Agent at the Administrative Agent's
Payment Office an amount in immediately available funds equal to the Term Loan
or Term Loans to be made by such Lender on such date. On the date of any
borrowing in accordance with this subsection 2.5, the Administrative Agent shall
credit the account of the Borrower on the books of such office of the
Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Tranche A Term Lenders, the Tranche B-1 Term Lenders
and the Tranche B-2 Term Lenders, as relevant, in immediately available funds
(or, in the event that the Borrower specifies in the notice a different account
to which such amounts should be transferred, the Administrative Agent shall
transfer, by wire transfer, to such account the aggregate amount made available
to the Administrative Agent by the Tranche A Term Lenders, the Tranche B-1 Term
Lenders and the Tranche B-2 Term Lenders, as relevant, in immediately available
funds).

                  2.6 SWINGLINE COMMITMENTS(e) . (a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make swingline loans
(individually, a "SWINGLINE LOAN"; collectively, the "SWINGLINE LOANS") to the
Borrower from time to time during the Revolving

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                                                                              27


Credit Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed $5,000,000, PROVIDED that at no time may the sum of
the then outstanding Revolving Extensions of Credit exceed the Revolving Credit
Commitments then in effect. Amounts borrowed by the Borrower under this
subsection 2.6 may be repaid and, through but excluding the Revolving
Termination Date, reborrowed. All Swingline Loans shall be made as ABR Loans and
shall not be entitled to be converted into Eurodollar Loans. The Borrower shall
give the Swingline Lender irrevocable notice (which notice must be received by
the Swingline Lender prior to 3:00 p.m., New York City time) on the requested
Borrowing Date specifying the amount of the requested Swingline Loan which shall
be in an amount equal to $250,000 or a whole multiple of $50,000 in excess
thereof. The proceeds of the Swingline Loan will be made available by the
Swingline Lender to the Borrower at the office of the Swingline Lender by
crediting the account of the Borrower at such office with such proceeds in
Dollars.

                  (b) The Swingline Lender, at any time in its sole and absolute
discretion may, and, at any time as there shall be a Swingline Loan outstanding
for more than seven Business Days, the Swingline Lender shall, on behalf of the
Borrower (which hereby irrevocably directs and authorizes the Swingline Lender
to act on its behalf), request each Revolving Credit Lender, including the
Swingline Lender, to make a Revolving Credit Loan as an ABR Loan in an amount
equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage
of the principal amount of all of the Swingline Loans (the "REFUNDED SWINGLINE
LOANS") outstanding on the date such notice is given; PROVIDED that the
provisions of this subsection shall not affect the obligations of the Borrower
to prepay Swingline Loans in accordance with the provisions of subsection 4.5.
Unless the Commitments shall have expired or terminated for any reason,
including but not limited to, the occurrence of any of the events described in
paragraph (f) of Section 9 hereof with respect to the Borrower (in which event
the procedures of paragraph (d) of this subsection 2.6 shall apply), each Lender
will make the proceeds of its Revolving Credit Loan available to the
Administrative Agent for the account of the Swingline Lender at the office of
the Administrative Agent prior to 12:00 Noon, New York City time, in funds
immediately available on the Business Day next succeeding the date such notice
is given. The proceeds of such Revolving Credit Loans shall be immediately
applied to repay the Refunded Swingline Loans.

                  (c) If the Revolving Credit Commitments shall expire or
terminate (for any reason, including but not limited to the occurrence of any of
the events described in paragraph (f) of Section 9 hereof with respect to the
Borrower) at any time while Swingline Loans are outstanding, each Revolving
Credit Lender shall, at the option of the Swingline Lender, either (i)
notwithstanding the expiration or termination of the Revolving Credit
Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Credit
Loan shall be deemed a "Revolving Credit Loan" for all purposes of this
Agreement and the other Loan Documents) or (ii) purchase an undivided
participating interest in such Swingline Loans, in either case in an amount
equal to such Lender's Revolving Credit Commitment Percentage determined on the
date of, and immediately prior to, expiration or termination of the Revolving
Credit Commitments of the aggregate principal amount of such Swingline Loans.
Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to
the immediately preceding sentence available to the Administrative Agent for the
account of the Swingline Lender at the office of the Administrative Agent prior
to 12:00 Noon, New York City time, in funds

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                                                                              28


immediately available on the Business Day next succeeding the date on which the
Revolving Credit Commitments expire or terminate. The proceeds of such Revolving
Credit Loans shall be immediately applied to repay the Swingline Loans
outstanding on the date of termination or expiration of the Revolving Credit
Commitments. In the event that the Lenders purchase undivided participating
interests pursuant to the first sentence of this paragraph (d), each Lender
shall immediately transfer to the Swingline Lender, in immediately available
funds, the amount of its participation.

                  (d) Whenever, at any time after the Swingline Lender has
received from any Lender such Lender's participating interest in a Swingline
Loan and the Swingline Lender receives any payment on account thereof, the
Swingline Lender will distribute to such Lender its participating interest in
such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender's participating interest was
outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment
received by the Swingline Lender is required to be returned, such Lender will
return to the Swingline Lender any portion thereof previously distributed by the
Swingline Lender to it.

                  (e) Notwithstanding anything herein to the contrary, the
Swingline Lender shall not be obligated to make any Swingline Loan if the
conditions set forth in subsection 6.3 have not been satisfied. The Swingline
Lender may not make any Swingline Loan at any time when the Swingline Lender has
actual knowledge, whether by notification by the Administrative Agent, the
Borrower or any Lender or otherwise, that an Event of Default has occurred and
is continuing. No Revolving Credit Lender shall be required to refund, or
participate in, any Swingline Loan made in violation of the immediately
preceding sentence.

                  2.7 TRANCHE C TERM LOANS. (a) The Borrower may, with notice to
the Administrative Agent but without the consent of the Required Lenders, from
time to time after the Closing Date, but prior to the Tranche C Term Loan
Termination Date, request to borrow term loans ("TRANCHE C TERM LOANS");
PROVIDED that the aggregate additional Tranche C Term Loans obtained pursuant to
this subsection shall not exceed the aggregate Tranche C Term Commitments and
shall, in each case, aggregate at least $20,000,000 per requested borrowing (or
such lesser remaining amount); PROVIDED FURTHER, that the Leverage Ratio shall
be less than or equal to (x) the Leverage Ratio permitted for such period
pursuant to subsection 8.1(a) minus (y) .25. Upon receipt of such notice, the
Administrative Agent will seek the agreement of one or more Lenders (including
New Lenders) to make Tranche C Term Loans in an aggregate amount equal to the
amount so requested by the Borrower.

                  (b) If one or more of the Lenders (including New Lenders)
shall have agreed to make a Tranche C Term Loan pursuant to a request made as
described in the foregoing clause (a) (it being understood that no Lender shall
have any obligation to make any Tranche C Term Loan), such Tranche C Term Loans
shall be made available to the Borrower, on a date mutually agreed upon among
the Administrative Agent, the Borrower and the Lenders providing such Tranche C
Term Loans and shall be implemented pursuant to documentation consistent
herewith and otherwise in form and substance reasonably satisfactory to the
Administrative Agent.

                  (c) Tranche C Term Loans made or agreed to pursuant to this
subsection 2.7 shall mature on the Tranche C Term Loan Termination Date and (i)
5% of the Tranche C Term

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                                                                              29


Loans shall amortize in equal quarterly installments until the date one year
prior to the Tranche C Term Loan Termination Date and (ii) 95% of the Tranche C
Term Loans shall be outstanding on the date one year prior to the Tranche C Term
Loan Termination Date and such 95% shall amortize in equal quarterly
installments during the course of such year; PROVIDED, that such percentages may
be modified as a result of (A) any optional prepayment made in accordance with
subsection 4.4 and (B) any mandatory prepayment made in accordance with
subsection 4.5 as applied in accordance with subsection 4.3(d). Interest, fee
rates and (subject to the immediately preceding sentence) other material terms
with respect to the Tranche C Term Loans shall be determined at the time of
issuance of such Tranche C Term Loans based upon then prevailing market
conditions. Within 5 Business Days of any borrowing of Tranche C Term Loans, the
Administrative Agent shall deliver to each Tranche C Term Lender, an
amortization schedule substantially in the form of subsection 4.3(a) and a
revised Schedule 1.1 reflecting the Tranche C Term Commitment of each Tranche C
Term Lender. Such schedules shall be deemed a part hereof and shall supercede
any then existing amortization schedule or Schedule 1.1, in each case, with
respect to the Tranche C Term Loans.

                  (d) Any bank, financial institution or other entity (including
any existing Lender) which, with (except in the case of an existing Lender) the
consent of the Borrower and the Administrative Agent (which consent shall not be
unreasonably withheld), elects to become a "Lender" under this agreement
pursuant to this subsection 2.7 shall execute a Tranche C Lender Supplement
(each, a "TRANCHE C LENDER SUPPLEMENT") substantially in the form of Exhibit I,
whereupon such bank, financial institution or other entity (a "NEW LENDER") or
such existing Lender, as the case may be, shall become a Tranche C Term Lender
for all purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement.

                          SECTION 3. LETTERS OF CREDIT

                  3.1 L/C COMMITMENT. (a) Subject to the terms and conditions
hereof, each Issuing Lender, in reliance on the agreements of the other Lenders
set forth in subsection 3.3(a), agrees to issue letters of credit (including any
Designated Letters of Credit, "LETTERS OF CREDIT") for the account of the
Borrower on any Business Day during the Revolving Credit Commitment Period in
such form as may be approved from time to time by the relevant Issuing Lender;
PROVIDED that no Issuing Lender shall have any obligation to issue any Letter of
Credit if, after giving effect to such issuance, (i) the L/C Obligations would
exceed $25,000,000 or (ii) the aggregate Available Revolving Credit Commitments
of all Lenders would be less than zero.

                  (b) Each Letter of Credit shall:

                                    (i) be denominated in Dollars and shall be
                  either (1) a standby letter of credit issued to support
                  obligations of the Borrower and its Subsidiaries, contingent
                  or otherwise, incurred in the ordinary course of its business
                  (a "STANDBY LETTER OF CREDIT"), or (2) a commercial letter of
                  credit issued to provide a primary means of payment in respect
                  of the purchase of goods or services by the Borrower and its
                  Subsidiaries in the ordinary course of business (a "COMMERCIAL
                  LETTER OF CREDIT"); and



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                                                                             30


                                    (ii) expire no later than the earlier of (x)
                  the date that is 12 months after the date of its issuance and
                  (y) the fifth Business Day prior to the Revolving Termination
                  Date; PROVIDED, that any Letter of Credit with a one-year term
                  may provide for the renewal thereof for additional one-year
                  periods (which shall in no event extend beyond the date
                  referred to in clause (y) above); PROVIDED, FURTHER, that
                  Letters of Credit which have an aggregate face amount of not
                  greater than $2,500,000 and are issued in connection with the
                  Distribution Group Sale shall expire no later than the earlier
                  of (A) the date that is 24 months after the date of issuance
                  thereof and (B) the fifth Business Day prior to the
                  Termination Date.

                  (c) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

                  (d) No Issuing Lender shall at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
such Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

                  (e) On the Closing Date, (i) the Borrower shall provide
Schedule 3.1, which schedule shall list the Designated Letters of Credit, (ii)
such Designated Letters of Credit shall be deemed to be Letters of Credit issued
pursuant to and in compliance with this Section 3, (iii) the face amount of such
Designated Letters of Credit shall be included in the calculation of the
available L/C Commitment and the Revolving Extensions of Credit, (iv) the
provisions of this Section 3 shall apply thereto, and the Borrower and the
Revolving Credit Lenders hereunder hereby expressly assume all obligations with
respect to such Letters of Credit and (v) all liabilities of the Borrower with
respect to such Designated Letters of Credit shall constitute obligations of the
Borrower hereunder.

                  3.2 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. The Borrower
may from time to time request that any Issuing Lender issue a Letter of Credit
by delivering to such Issuing Lender at its address for notices specified herein
an Application therefor, completed to the satisfaction of such Issuing Lender,
and such other certificates, documents and other papers and information as such
Issuing Lender may reasonably request. Upon receipt of any Application, the
relevant Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall issue the Letter
of Credit requested thereby not later than four Business Days (or such later
date as the Borrower shall request) after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto as such Issuing Lender may reasonably request (but
in no event shall any Issuing Lender be required to issue any Letter of Credit
earlier than three Business Days after its receipt of the Application therefor
and all such other certificates, documents and other papers and information
relating thereto) by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the
Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of
Credit to the Borrower promptly following the issuance thereof.

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                                                                              31


                  3.3 L/C PARTICIPATIONS. (a) Each Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce each
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
each Issuing Lender, on the terms and conditions hereinafter stated, for such
L/C Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Commitment Percentage in each Issuing Lender's
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by each Issuing Lender thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each Issuing Lender
that, if a draft is paid under any Letter of Credit for which such Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms of
this Agreement, such L/C Participant shall pay to such Issuing Lender upon
demand at such Issuing Lender's address for notices specified herein an amount
equal to such L/C Participant's Revolving Credit Commitment Percentage of the
amount of such draft, or any part thereof, which is not so reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to any Issuing Lender pursuant to subsection 3.3(a) in respect of any
unreimbursed portion of any payment made by such Issuing Lender under any Letter
of Credit is paid to such Issuing Lender within three Business Days after the
date such payment is due, such L/C Participant shall pay to such Issuing Lender
on demand an amount equal to the product of (i) such amount, times (ii) the
daily average Federal Funds Effective Rate (as defined in the definition of ABR
in subsection 1.1) during the period from and including the date such payment is
required to be made to the date on which such payment is made available to such
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to subsection
3.3(a) is not in fact made available to the relevant Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans hereunder. A certificate of the relevant
Issuing Lender submitted to any L/C Participant with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.

                  (c) Whenever, at any time after an Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with subsection 3.3(a), such
Issuing Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by such Issuing Lender), or any payment of interest on account
thereof, such Issuing Lender will distribute to such L/C Participant its pro
rata share thereof; PROVIDED, HOWEVER, that in the event that any such payment
received by such Issuing Lender shall be required to be returned by such Issuing
Lender, such L/C Participant shall return to such Issuing Lender the portion
thereof previously distributed by such Issuing Lender to it.

                  3.4 REIMBURSEMENT OBLIGATION OF THE BORROWER. (a) The Borrower
agrees to reimburse each Issuing Lender on each date on which such Issuing
Lender notifies the Borrower of the date and amount of a draft presented under
any Letter of Credit and paid by such Issuing Lender for the amount of (i) such
draft so paid and (ii) any taxes, fees, charges or other costs or expenses
incurred by such Issuing Lender in connection with such payment. Each such
payment

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                                                                              32


shall be made to the relevant Issuing Lender at its address for notices
specified herein in Dollars and in immediately available funds.

                  (b) Interest shall be payable on any and all amounts remaining
unpaid by the Borrower under this subsection from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full at the rate which would be payable on any outstanding ABR Loans which
were then overdue.

                  (c) Each drawing under any Letter of Credit shall constitute a
request by the Borrower to the Administrative Agent for a borrowing pursuant to
subsection 2.2 of ABR Loans in the amount of such drawing. The requirement of
one Business Day's prior notice for an ABR Loan set forth in subsection 2.2
shall not apply to any borrowing under this subsection 3.4 in respect of a
drawing under any Letter of Credit. The Borrowing Date with respect to such
borrowing shall be the date of such drawing.

                  3.5 OBLIGATIONS ABSOLUTE. (a) To the fullest extent permitted
by applicable law, the Borrower agrees that the Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Borrower may have or have had against any Issuing Lender or
any beneficiary of a Letter of Credit.

                  (b) To the fullest extent permitted by applicable law, the
Borrower also agrees with each Issuing Lender that no Issuing Lender shall be
responsible for, and the Borrower's Reimbursement Obligations under subsection
3.4(a) shall not be affected by (i) the validity or genuineness of documents or
of any endorsements thereon, even though such documents shall in fact prove to
be invalid, fraudulent or forged, or (ii) any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or (iii) any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee.

                  (c) To the fullest extent permitted by applicable law, the
Borrower agrees that no Issuing Lender shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions caused by such Issuing Lender's gross negligence or willful
misconduct.

                  (d) To the fullest extent permitted by applicable law, the
Borrower agrees that any action taken or omitted by any Issuing Lender under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the State
of New York, shall be binding on the Borrower and shall not result in any
liability of such Issuing Lender to the Borrower.

                  3.6 LETTER OF CREDIT PAYMENTS. If any draft shall be presented
for payment under any Letter of Credit, the relevant Issuing Lender shall
promptly notify the Borrower and each L/C Participant of the date and amount
thereof. The responsibility of each Issuing Lender to the Borrower in connection
with any draft presented for payment under any Letter of Credit shall, in

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                                                                              33


addition to any payment obligation expressly provided for in such Letter of
Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are in
conformity with such Letter of Credit.

                  3.7 APPLICATION. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                  3.8 CERTAIN REPORTING REQUIREMENTS. Each Issuing Lender will
report in writing to the Administrative Agent (i) on the fifth Business Day
prior to the end of each fiscal quarter of the Borrower, the aggregate stated
amount of Letters of Credit issued by it and outstanding as of the last Business
Day of the preceding week and (ii) on or prior to each Business Day on which an
Issuing Lender expects to issue or amend any Letter of Credit, the date of such
issuance or amendment and the aggregate stated amount of Letters of Credit to be
issued by it and outstanding after giving effect to such issuance or amendment
(and such Issuing Lender shall advise the Administrative Agent on such Business
Day whether such issuance or amendment occurred and whether the amount thereof
changed).

                    SECTION 4. GENERAL PROVISIONS APPLICABLE
                         TO LOANS AND LETTERS OF CREDIT

                  4.1 FEES. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Revolving Credit Lender a fee for the period from
and including the Effective Date to the Revolving Termination Date, computed at
a rate per annum equal to 0.50% on the average daily Available Revolving Credit
Commitment of such Revolving Credit Lender during the period for which payment
is made, payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Termination Date (or on such earlier
date on which the Revolving Credit Commitments shall be terminated pursuant to
Section 9).

                  (b) The Borrower shall pay to the Administrative Agent, for
the account of each Issuing Lender a fronting fee with respect to each Letter of
Credit issued by such Issuing Lender computed at a rate per annum equal to 1/8
of 1% for Letters of Credit issued by JPMorgan Chase Bank or at a percentage set
forth in such Issuing Lender's Issuing Lender Agreement for Letters of Credit
issued by other Issuing Lenders, in each case, on the daily average undrawn
amount of such Letter of Credit. Such fronting fee shall be payable quarterly in
arrears on the last day of each March, June, September and December and on the
Revolving Termination Date (or on such earlier date on which the Revolving
Credit Commitments shall be terminated pursuant to Section 9) and shall be
nonrefundable.

                  (c) The Borrower shall pay to the Administrative Agent, for
the account of the Issuing Lenders and the L/C Participants, a letter of credit
commission with respect to each Letter of Credit on the daily average undrawn
amount of such Letter of Credit, computed at a rate per annum equal to the
Applicable Margin for Revolving Credit Loans which are Eurodollar Loans. Such
fee shall be payable to the L/C Participants and the Issuing Lenders to be
shared ratably among them in accordance with their respective Revolving Credit
Commitment Percentages. Such commissions shall be payable quarterly in arrears
on the last day of each March, June, September and December and on the Revolving
Termination Date (or on such

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                                                                              34


earlier date on which the Revolving Credit Commitments shall be terminated
pursuant to Section 9) and shall be nonrefundable.

                  (d) The Borrower agrees to pay to the Administrative Agent for
the account of each Tranche A Term Lender a fee for the period from and
including the Effective Date to, but not including, the date on which the
Tranche A Term Loans are borrowed pursuant to subsection 2.5 computed at a rate
per annum equal to 0.50% on the Tranche A Term Loan Commitment of such Tranche A
Term Lender, payable on the date the Tranche A Term Loans are borrowed pursuant
to subsection 2.5.

                  (e) The Borrower agrees to pay to the Administrative Agent (i)
for the account of each Tranche B-1 Term Lender a fee for the period from and
including the later of the Effective Date and the date on which such Tranche B-1
Term Lender delivers its forward purchase letter to, but not including, the date
on which the Tranche B-1 Term Loans are borrowed pursuant to subsection 2.5
computed at a rate per annum equal to 0.50% on the Tranche B-1 Term Loan
Commitment of such Tranche B-1 Term Lender, payable on the date the Tranche B-1
Term Loans are borrowed pursuant to subsection 2.5 and (ii) for the account of
each Tranche B-2 Term Lender a fee for the period from and including the later
of the Effective Date and the date on which such Tranche B-2 Term Lender
delivers its forward purchase letter to, but not including, the date on which
the Tranche B-2 Term Loans are borrowed pursuant to subsection 2.5 computed at a
rate per annum equal to 0.50% on the Tranche B-2 Term Loan Commitment of such
Tranche B-2 Term Lender, payable on the date the Tranche B-2 Term Loans are
borrowed pursuant to subsection 2.5.

                  (f) In addition to the foregoing fees and commissions, the
Borrower shall pay or reimburse each Issuing Lender for such normal and
customary costs and expenses as are incurred or charged by such Issuing Lender
in issuing, effecting payment under, amending or otherwise administering any
Letter of Credit.

                  (g) The Borrower agrees to pay to JPMorgan Chase Bank the
amounts set forth in the Fee Letter dated December 20, 2001, among J.P. Morgan
Securities Inc., JPMorgan Chase Bank, Credit Suisse First Boston, Credit Suisse
First Boston, Cayman Islands Branch and the Borrower, in the amounts and on the
dates set forth therein.

                  4.2 REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Revolving Credit Lender the then unpaid principal amount of each
Revolving Credit Loan of such Revolving Credit Lender, on the Revolving
Termination Date (or such earlier date on which the Revolving Credit Loans
become due and payable pursuant to Section 9), (ii) to the Administrative Agent
for the account of each Tranche A Term Lender the then unpaid principal amount
of each Tranche A Term Loan of such Tranche A Term Lender as provided in
subsection 4.3(a), (iii) to the Administrative Agent for the account of each
Tranche B Term Lender the then unpaid principal amount of each Tranche B Term
Loan of such Tranche B Term Lender as provided in subsection 4.3(b) and (iv) to
the Administrative Agent for the account of each Tranche C Term Lender the then
unpaid principal amount of each Tranche C Term Loan of such Tranche C Term
Lender as determined in accordance with subsection 2.7. The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Loans made
to it from time to

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                                                                              35


time outstanding from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in subsection 4.8.

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

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain the Register pursuant to subsection
11.6(d) and a subaccount therein for each Lender, in which shall be recorded (i)
the amount of each Loan made hereunder, the Type thereof and, in the case of
Eurodollar Loans, each Interest Period applicable thereto, (ii) each
continuation thereof and each conversion of all or a portion thereof to another
Type, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iv) both the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender's share thereof.

                  (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 4.2(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; PROVIDED, HOWEVER, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, as the case may be, or any error therein, shall not in any
manner affect any of the obligations of the Borrower hereunder, including,
without limitation, the obligation to repay (with applicable interest) the Loans
made to the Borrower by such Lender in accordance with the terms of this
Agreement.

                  4.3 AMORTIZATION OF TERM LOANS. (a) Subject to adjustment
pursuant to clause (d) of this subsection, the Borrower shall repay Tranche A
Term Loans on each date set forth below in the aggregate principal amount of
Dollars set forth opposite such date (each Tranche A Term Lender shall receive
an amount equal to such Lender's Tranche A Term Percentage multiplied by the
amount set forth below opposite such installment):

<Table>
<Caption>

             Date                                         Amount
             ----                                         ------
<S>                                                      <C>
             June 30, 2002                                $2,812,500.00
             September 30, 2002                           $2,812,500.00
             December 30, 2002                            $2,812,500.00
             March 31, 2003                               $2,812,500.00

             June 30, 2003                                $2,812,500.00
             September 30, 2003                           $2,812,500.00
             December 30, 2003                            $2,812,500.00
             March 31, 2004                               $2,812,500.00

             June 30, 2004                                $3,750,000.00
             September 30, 2004                           $3,750,000.00

<Page>

                                                                              36

             December 30, 2004                            $3,750,000.00
             March 31, 2005                               $3,750,000.00

             June 30, 2005                                $3,750,000.00
             September 30, 2005                           $3,750,000.00
             December 30, 2005                            $3,750,000.00
             March 31, 2006                               $3,750,000.00

             June 30, 2006                                $5,625,000.00
             September 30, 2006                           $5,625,000.00
             December 30, 2006                            $5,625,000.00
             Tranche A Term                               $5,625,000.00
                Loan Termination Date
</Table>

                  (b) Subject to adjustment pursuant to clause (d) of this
subsection, the Borrower shall repay Tranche B Term Loans on each date set forth
below in the aggregate principal amount of Dollars set forth opposite such date
(each Tranche B Term Lender shall receive an amount equal to such Lender's
Tranche B Term Percentage multiplied by the amount set forth below opposite such
installment):

<Table>
<Caption>
            Date                                         Amount
            ----                                         ------
            <S>                                        <C>
            June 30, 2002                              $     237,500.00
            September 30, 2002                         $     237,500.00
            December 30, 2002                          $     237,500.00
            March 31, 2003                             $     237,500.00

            June 30, 2003                              $     237,500.00
            September 30, 2003                         $     237,500.00
            December 30, 2003                          $     237,500.00
            March 31, 2004                             $     237,500.00

            June 30, 2004                              $     237,500.00
            September 30, 2004                         $     237,500.00
            December 30, 2004                          $     237,500.00
            March 31, 2005                             $     237,500.00

            June 30, 2005                              $     237,500.00
            September 30, 2005                         $     237,500.00
            December 30, 2005                          $     237,500.00
            March 31, 2006                             $     237,500.00

            June 30, 2006                              $     237,500.00
            September 30, 2006                         $     237,500.00
            December 30, 2006                          $     237,500.00
            March 31, 2007                             $     237,500.00

<Page>

                                                                              37


            June 30, 2007                              $22,562,500.00
            September 30, 2007                         $22,562,500.00
            December 30, 2007                          $22,562,500.00
            Tranche B Term Loan                        $22,562,500.00
                Termination Date
</Table>


                  (c) To the extent not previously paid, all Tranche A Term
Loans shall be due and payable on the Tranche A Term Loan Termination Date (or
on such earlier date on which the Tranche A Term Loans become due and payable
pursuant to Section 9), all Tranche B Term Loans shall be due and payable on the
Tranche B Term Loan Termination Date (or on such earlier date on which the
Tranche B Term Loans become due and payable pursuant to Section 9) and all
Tranche C Term Loans shall be due and payable on the Tranche C Term Loan
Termination Date (or on such earlier date on which the Tranche C Term Loans
become due and payable pursuant to Section 9).

                  (d) Any prepayment of a Term Loan pursuant to subsection 4.5
shall be applied to reduce the subsequent scheduled repayments of the Term Loans
to be made by the Borrower pursuant to this subsection as set forth in
subsection 4.5.

                  (e) Each repayment or prepayment of a Term Loan shall be
applied ratably to the Term Loans of each Lender included in the repaid Term
Loan in accordance with such Lender's Tranche A Term Percentage, Tranche B Term
Percentage or Tranche C Term Percentage, as the case may be.

                  4.4 OPTIONAL PREPAYMENTS. (a) The Borrower may at any time and
from time to time prepay the Loans made to it, in whole or in part, without
premium or penalty, upon at least three Business Days' in the case of Eurodollar
Loans, or same day Business Day's in the case of ABR Loans (including Swingline
Loans), irrevocable notice to the Administrative Agent, specifying whether the
prepayment is (i) of Revolving Credit Loans, Term Loans or Swingline Loans, or a
combination thereof, and in each case if a combination thereof, the amount
allocable to each, (ii) the date and amount of prepayment of such Loan(s) and
(iii) whether the prepayment is of Eurodollar Loans, ABR Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
affected Lender thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein, together
with any amounts payable pursuant to subsection 4.15 and, in the case of
prepayments of the Term Loans only, accrued interest to such date on the amount
prepaid. Partial optional prepayments of the Term Loans shall be applied to the
remaining installments of principal thereof ratably based on the remaining
amounts thereof. Partial voluntary prepayments shall be in an aggregate
principal amount of $500,000 or a whole multiple of $500,000 in excess thereof.

                  (b) Notwithstanding anything to the contrary in subsection
4.4(a) or 4.11, with respect to the amount of any optional prepayment described
in subsection 4.4 that is allocated to Tranche B Term Loans (such amounts, the
"TRANCHE B OPTIONAL PREPAYMENT AMOUNT"), at any time when Tranche A Term Loans
remain outstanding, the Borrower will, in lieu of applying

<Page>

                                                                              38


such amount to the prepayment of Tranche B Term Loans, as provided in paragraph
(a) above, on the date specified in subsection 4.4 for such prepayment, give the
Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent prepare and provide to each Tranche B
Term Lender a notice (each, an "OPTIONAL PREPAYMENT OPTION NOTICE") as described
below. As promptly as practicable after receiving such notice from the Borrower,
the Administrative Agent will send to each Tranche B Term Lender an Optional
Prepayment Option Notice, which shall be in the form of Exhibit G-1, and shall
include an offer by the Borrower to prepay on the date (each an "OPTIONAL
PREPAYMENT DATE") that is 5 Business Days after the date of the Optional
Prepayment Option Notice, the relevant Term Loans of such Lender by an amount
equal to the portion of the Optional Prepayment Amount indicated in such
Lender's Optional Prepayment Option Notice as being applicable to such Lender's
Tranche B Term Loans. On the Optional Prepayment Date, (i) the Borrower shall
pay to the relevant Tranche B Term Lenders the aggregate amount necessary to
prepay that portion of the outstanding relevant Term Loans in respect of which
such Lenders have accepted prepayment as described above, (ii) the Borrower
shall pay to the Tranche A Term Lenders an amount equal to the portion of the
Tranche B Optional Prepayment Amount not accepted by the relevant Lenders, and
such amount shall be applied to the prepayment of the Tranche A Term Loans;
PROVIDED, that, if on the Optional Prepayment Date, the amount equal to the
portion of the Tranche B Optional Prepayment Amount not accepted by the Tranche
B Lenders is in excess of the then outstanding Tranche A Term Loans, the
Borrower shall pay to the Tranche B Term Lenders such excess amount PRO RATA in
accordance with the outstanding Tranche B Term Loans of each Tranche B Term
Lender.

                  4.5 MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS: (a) If at
any time the sum of the Revolving Credit Loans, the Swingline Loans and the L/C
Obligations exceeds the Revolving Credit Commitments, the Borrower shall make a
payment in the amount of such excess which payment shall be applied FIRST, to
the payment of the Swingline Loans then outstanding, SECOND, to the payment of
any Revolving Credit Loans then outstanding, THIRD, to payment of any
Reimbursement Obligations then outstanding and LAST, to cash collateralize any
outstanding Letters of Credit on terms reasonably satisfactory to the Required
Lenders. The application of prepayments of Loans referred to in the preceding
sentence shall be made first to ABR Loans and second to Eurodollar Loans.

                  (b) If, subsequent to the Closing Date, the Borrower or any of
its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, then 100%
of such Net Cash Proceeds shall be applied on the first Business Day after
receipt thereof toward prepayment of the Term Loans and the reduction of the
Revolving Commitments as set forth in subsection 4.5(f); PROVIDED that such Net
Cash Proceeds shall not be required to be so applied to the extent the Borrower
delivers to the Administrative Agent a certificate that it intends to use such
Net Cash Proceeds to acquire fixed or capital assets for the Borrower or any of
its Subsidiaries within 330 days of receipt of such Net Cash Proceeds, it being
expressly agreed that any Net Cash Proceeds not so reinvested shall be applied
to prepay the Loans and permanently reduce the Commitments on the date 330 days
after the receipt thereof; and PROVIDED FURTHER that such Net Cash Proceeds
shall not be required to be so applied until such Net Cash Proceeds not applied
hereunder exceed $2,500,000 in the aggregate, at which time all of such
unapplied Net Cash Proceeds shall be applied as set forth in subsection 4.5(f).

<Page>

                                                                              39


                  (c) If any Capital Stock shall be issued by the Borrower or
any of its Subsidiaries subsequent to the Closing Date, an amount equal to 50%
of the Net Cash Proceeds thereof shall be applied toward the prepayment of the
Term Loans and the reduction of the Revolving Commitments as set forth in
subsection 4.5(f), unless such Net Cash Proceeds shall be applied within 180
days to make an acquisition permitted by subsection 8.10. The Net Cash Proceeds
required to be applied pursuant to this subsection 4.5(c) toward the prepayment
of the Term Loans and the reduction of the Revolving Commitments as set forth in
subsection 4.5(f) shall be applied on the earlier of (i) the 181st day after
receipt of such Net Cash Proceeds and (ii) the date on which the Borrower or the
relevant Subsidiary determines that such Net Cash Proceeds will not be used to
make an acquisition.

                  (d) If any Indebtedness shall be incurred by the Borrower or
any of its Subsidiaries subsequent to the Closing Date (excluding any
Indebtedness incurred in accordance with subsection 8.2), an amount equal to
100% of the Net Cash Proceeds thereof shall be applied on the date of such
incurrence toward the prepayment of the Term Loans and the reduction of the
Revolving Commitments as set forth in subsection 4.5(f).

                  (e) If, for any fiscal year of the Borrower commencing with
the fiscal year ending December 31, 2002, there shall be Excess Cash Flow, the
Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of
such Excess Cash Flow, less the aggregate amount of optional prepayments made
since the last Excess Cash Flow Application Date, toward the prepayment of the
Term Loans and the reduction of the Revolving Commitments as set forth in
subsection 4.5(f). Each such prepayment and commitment reduction shall be made
on a date (an "EXCESS CASH FLOW APPLICATION DATE") no later than five days after
the earlier of (i) the date on which the financial statements of the Borrower
referred to in subsection 7.1(a), for the fiscal year with respect to which such
prepayment is made, are required to be delivered to the Lenders and (ii) the
date such financial statements are actually delivered.

                  (f) Amounts to be applied in connection with mandatory
prepayments and Commitment reductions made pursuant to this subsection 4.5 shall
be applied, FIRST, to the prepayment of the Term Loans and, SECOND, to reduce
permanently the Revolving Credit Commitments. Any such reduction of the
Revolving Credit Commitments shall be accompanied by prepayment of the Revolving
Credit Loans and/or Swingline Loans to the extent, if any, that the aggregate
Revolving Extensions of Credit exceed the amount of the aggregate Revolving
Commitments as so reduced, PROVIDED that if the aggregate principal amount of
Revolving Credit Loans and Swingline Loans then outstanding is less than the
amount of such excess (because L/C Obligations constitute a portion thereof),
the Borrower shall, to the extent of the balance of such excess, replace
outstanding Letters of Credit and/or deposit an amount in cash in a cash
collateral account established with the Administrative Agent for the benefit of
the Lenders on terms and conditions satisfactory to the Administrative Agent.
The application of any prepayment pursuant to subsection 4.5 shall be made,
FIRST, to ABR Loans and, SECOND, to Eurodollar Loans. Each prepayment of the
Loans under subsection 4.5 (except in the case of Revolving Credit Loans that
are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to
the date of such prepayment on the amount prepaid.

                  (g) Notwithstanding anything to the contrary in subsection
4.5(f) or 4.11, with respect to the amount of any mandatory prepayment described
in subsection 4.5 that is allocated

<Page>

                                                                              40


to Tranche B Term Loans (such amounts, the "TRANCHE B MANDATORY PREPAYMENT
AMOUNT"), at any time when Tranche A Term Loans remain outstanding, the Borrower
will, in lieu of applying such amount to the prepayment of Tranche B Term Loans,
as provided in paragraph (e) above, on the date specified in subsection 4.5 for
such prepayment, give the Administrative Agent telephonic notice (promptly
confirmed in writing) requesting that the Administrative Agent prepare and
provide to each Tranche B Term Lender a notice (each, a "MANDATORY PREPAYMENT
OPTION NOTICE") as described below. As promptly as practicable after receiving
such notice from the Borrower, the Administrative Agent will send to each
Tranche B Term Lender a Mandatory Prepayment Option Notice, which shall be in
the form of Exhibit G-2, and shall include an offer by the Borrower to prepay on
the date (each a "MANDATORY PREPAYMENT DATE") that is 5 Business Days after the
date of the Mandatory Prepayment Option Notice, the relevant Term Loans of such
Lender by an amount equal to the portion of the Mandatory Prepayment Amount
indicated in such Lender's Mandatory Prepayment Option Notice as being
applicable to such Lender's Tranche B Term Loans. On the Mandatory Prepayment
Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the
aggregate amount necessary to prepay that portion of the outstanding relevant
Term Loans in respect of which such Lenders have accepted prepayment as
described above, (ii) the Borrower shall pay to the Tranche A Term Lenders an
amount equal to the portion of the Tranche B Mandatory Prepayment Amount not
accepted by the relevant Lenders, and such amount shall be applied to the
prepayment of the Tranche A Term Loans; PROVIDED, that, if on the Mandatory
Prepayment Date, the amount equal to the portion of the Tranche B Mandatory
Prepayment Amount not accepted by the Tranche B Lenders is in excess of the then
outstanding Tranche A Term Loans, the Borrower shall pay to the Tranche B Term
Lenders such excess amount PRO RATA in accordance with the outstanding Tranche B
Term Loans of each Tranche B Term Lender.

                  4.6 CONVERSION AND CONTINUATION OPTIONS. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least one Business Day's prior irrevocable notice of
such election, PROVIDED that any such conversion may only be made on the last
day of an Interest Period with respect thereto. The Borrower may elect from time
to time to convert ABR Loans to Eurodollar Loans by giving the Administrative
Agent at least three Business Days' prior irrevocable notice of such election.
Any such notice of conversion to Eurodollar Loans shall specify the length of
the initial Interest Period or Interest Periods therefor. Upon receipt of any
such notice the Administrative Agent shall promptly notify each affected Lender
thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be
converted as provided herein, PROVIDED that (i) no Loan may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined that such a
conversion is not appropriate and (ii) no Loan may be converted into a
Eurodollar Loan after the date that is one month prior to the Revolving
Termination Date (in the case of conversions of Revolving Credit Loans) or the
date of the final installment of principal of the (x) Tranche A Term Loans (in
the case of conversions of Tranche A Term Loans), (y) Tranche B Term Loans ( in
the case of conversions of Tranche B Term Loans) and (z) Tranche C Term Loans (
in the case of conversions of Tranche C Term Loans).

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the

<Page>

                                                                              41


Administrative Agent, in accordance with the applicable provisions of the term
"Interest Period" set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Loans; PROVIDED that no Eurodollar Loan
may be continued as such (i) when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Required Lenders have
determined that such a continuation is not appropriate or (ii) after the date
that is one month prior to, respectively, the Revolving Termination Date (in the
case of continuations of Revolving Credit Loans) or the date of the final
installment of principal of (x) the Tranche A Term Loans (in the case of
continuations of Tranche A Term Loans), (y) Tranche B Term Loans (in the case of
continuations of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the
case of continuations of Tranche C Term Loans) and PROVIDED, FURTHER, that if
the Borrower shall fail to give such notice or if such continuation is not
permitted such Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period.

                  4.7 MAXIMUM NUMBER OF TRANCHES. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be made pursuant to such elections so that, after giving effect
thereto, the aggregate number of Eurodollar Tranches outstanding at any time
shall not exceed twenty.

                  4.8 INTEREST RATES AND PAYMENT DATES. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

                  (b) Each ABR Loan shall bear interest for each day at a rate
per annum equal to the ABR for such day plus the Applicable Margin.

                  (c) If all or a portion of (i) the principal amount of any
Loan or Reimbursement Obligation, (ii) any interest payable thereon or (iii) any
commitment fee or (iv) any other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2% or (y) in the case of
overdue interest, commitment fee or other amount, the rate described in
paragraph (b) of this subsection PLUS 2%, in each case from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, PROVIDED that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

                  4.9 COMPUTATION OF INTEREST AND FEES. (a) Interest calculated
on the basis of the Prime Rate component of the ABR shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed; and, otherwise, interest and all fees shall be calculated on the basis
of a 360-day year for the actual days elapsed. The Administrative Agent shall as
soon as practicable notify the Borrower and the Lenders of each determination of
a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as

<Page>

                                                                              42


practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.

                  (b) To the fullest extent permitted by applicable law, each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. The Administrative Agent shall, at
the request of the Borrower, deliver to the Borrower a statement showing the
quotations used by the Administrative Agent in determining any interest rate
pursuant to subsection 4.8(a), (b) or (c).

                  4.10 INABILITY TO DETERMINE INTEREST RATE. If prior to the
first day of any Interest Period, (i) the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, or (ii) the Administrative Agent shall have received
notice from the Required Lenders that the Eurodollar Rate determined for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period, the Administrative Agent shall give
telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter. If such notice is given (x) any Eurodollar Loans
requested to be made on the first day of such Interest Period shall be made as
ABR Loans, (y) any Loans that were to have been converted on the first day of
such Interest Period to Eurodollar Loans shall be converted to or continued as
ABR Loans and (z) any outstanding Eurodollar Loans with respect to which the
Interest Period shall have expired shall be converted, on the first day of such
Interest Period, to ABR Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans shall be made or continued as
such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar
Loans.

                  4.11 PRO RATA TREATMENT AND PAYMENTS. (a) Each borrowing by
the Borrower from the Lenders hereunder, each payment by the Borrower on account
of any commitment fee hereunder and any reduction of the Commitments of the
Lenders shall be made (in each case, other than in respect of the Swingline
Loans) PRO RATA according to the respective Revolving Credit Commitment
Percentages, Tranche A Term Percentages, Tranche B-1 Term Percentages, Tranche
B-2 Term Percentages and Tranche C Term Percentages, as the case may be, of the
relevant Lenders. Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made PRO RATA
according to the respective outstanding principal amounts of the Term Loans then
held by the Tranche A Term Lenders, the Tranche B Term Lenders and the Tranche C
Term Lenders (except as otherwise provided in subsections 4.4(b) and 4.5(g)).
The amount of each principal prepayment of the Term Loans shall be applied to
reduce the then remaining installments of the Tranche A Term Loans, Tranche B
Term Loans and Tranche C Term Loans, as the case may be, PRO RATA based upon the
then remaining principal amount thereof. Amounts prepaid on account of the Term
Loans may not be reborrowed. Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Revolving Credit Loans
(other than the Swingline Loans) shall be made pro rata according to the
respective outstanding principal amounts of the Revolving Credit Loans then held
by the Revolving Credit Lenders. All payments (including prepayments) to be made
by the Borrower hereunder, whether on account of principal, interest, fees or
otherwise,

<Page>

                                                                              43


shall be made without set off or counterclaim and shall be made prior to 12:00
Noon, New York City time, on the due date thereof to the Administrative Agent,
for the account of the Lenders, at the Administrative Agent's office specified
in subsection 11.2, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment hereunder becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.

                  (b) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its Revolving Credit Commitment Percentage, Tranche
A Term Percentage, Tranche B-1 Term Percentage, Tranche B-2 Term Percentage or
Tranche C Term Percentage, as the case may be, of such borrowing available to
the Administrative Agent, the Administrative Agent may assume that such Lender
is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's Revolving Credit
Commitment Percentage, Tranche A Term Percentage, Tranche B-1 Term Percentage,
Tranche B-2 Term Percentage or Tranche C Term Percentage, as the case may be, of
such borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to ABR Loans hereunder, on demand, from the Borrower.

                  4.12 ILLEGALITY. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law (other than a
requirement of the Certificate of Incorporation, By-Laws or other organizational
or governing documents of the relevant Lender) or in the interpretation or
application thereof (except as aforesaid) shall make it unlawful for any Lender
to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower agrees to pay to such
Lender such amounts, if any, as may be required pursuant to subsection 4.15.

                  4.13 REQUIREMENTS OF LAW. (a) If the adoption of or any change
in any Requirement of Law (other than a requirement of the Certificate of
Incorporation, By-Laws or other organizational or governing documents of the
relevant Lender) or in the interpretation or application thereof (except as
aforesaid) or compliance by any Lender with any request or

<Page>

                                                                              44


directive (whether or not having the force of law) from any central bank or
other Governmental Authority having jurisdiction over such Lender made
subsequent to the date hereof (or, in the case of any Lender that becomes a
party hereto after the Effective Date, subsequent to the date on which such
party becomes a Lender):

                                    (i) shall subject any Lender to any tax of
                  any kind whatsoever with respect to this Agreement, any Letter
                  of Credit, any Application or any Eurodollar Loan made by it,
                  or change the basis of taxation of payments to such Lender in
                  respect thereof (except for Non-Excluded Taxes covered by
                  subsection 4.14 and changes in the rate of tax on the overall
                  net income of such Lender);

                                    (ii) shall impose, modify or hold applicable
                  any reserve, special deposit, compulsory loan or similar
                  requirement against assets held by, deposits or other
                  liabilities in or for the account of, advances, loans or other
                  extensions of credit by, or any other acquisition of funds by,
                  any office of such Lender which is not otherwise included in
                  the determination of the Eurodollar Rate hereunder; or

                                    (iii)   shall impose on such Lender any
                  other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Loans or issuing or participating in Letters of Credit
or to reduce any amount receivable hereunder in respect thereof, then, in any
such case, the Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender, on an after-tax basis,
for such increased cost or reduced amount receivable.

                  (b) If any Lender shall have determined in good faith that the
adoption of or any change in any Requirement of Law (other than a requirement of
the Certificate of Incorporation, By-Laws or other organizational or governing
documents of the relevant Lender) regarding capital adequacy or in the
interpretation or application thereof (except as aforesaid) or compliance by
such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law)
from any Governmental Authority made subsequent to the date hereof (or, in the
case of any Lender that becomes a party hereto after the Effective Date,
subsequent to the date on which such party becomes a Lender) shall have the
effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder or under any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender,
on an after-tax basis, for such reduction, PROVIDED that the Borrower shall be
not be obligated to compensate any Lender pursuant to this subsection 4.13 for
amounts accruing prior to the date which is 90 days before the Borrower is
notified of such event, it being understood that such notice need not include a
computation of amounts in respect thereof.

                  (c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrower,
through the Administrative Agent, of the

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                                                                              45


event by reason of which it has become so entitled. A certificate as to any
additional amounts payable pursuant to this subsection 4.13 submitted by such
Lender, through the Administrative Agent, to the Borrower shall, to the fullest
extent permitted by applicable law, be conclusive in the absence of manifest
error. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.

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

                  (b) Each Lender (or Transferee) that is not a citizen or
resident of the United States of America, a corporation or partnership created
or organized under the laws of the United States of America, or any estate that
is subject to Federal income taxation regardless of the source of its income or
any trust which is subject to the supervision of a court within the United
States and the control of a United States fiduciary as described in section
7701(a)(30) of the Code (a "NON-U.S. LENDER") shall deliver to the Borrower and
the Administrative Agent two copies of either U.S. Internal Revenue Service Form
W-8BEN or 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-8BEN, or any subsequent
versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a
Form

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                                                                              46



W-8BEN, a certificate in the form of Exhibit E, 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 U.S. Federal withholding tax on all payments by the Borrower under this
Agreement and the other Loan Documents. Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this 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.
Notwithstanding any other provision of this subsection 4.14(b), a Non-U.S.
Lender that has previously complied with this subsection 4.14(b) shall not be
required to deliver any Form W-8BEN or Form W-8ECI pursuant to this subsection
4.14(b) that such Non-U.S. Lender is not legally able to deliver.

                  4.15 INDEMNITY. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
reasonably sustain or incur as a consequence of (a) default by the Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Loans after
the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement or (b) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification shall be an amount equal to the excess, if any, of
(i) the amount of interest which would have accrued on the amount so prepaid, or
not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. In the event that the Borrower defaults in making any prepayment after
the Borrower has given a notice thereof in accordance with the provisions of
this Agreement, any Eurodollar Loans in respect of which such notice has been
given shall be converted automatically to ABR Loans on the date such prepayment
would have been made pursuant to such notice. This covenant shall survive the
termination of this Agreement and all other amounts payable hereunder until the
second anniversary of such termination and payment.

                  4.16 CHANGE OF LENDING OFFICE. Each Lender agrees that if it
makes any demand for payment under subsection 4.13 or 4.14(a), it shall use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its sole discretion) to designate a different lending office if
the making of such a designation would reduce or obviate the need for the
Borrower to make payments under subsection 4.13 or 4.14(a).

                    SECTION 5. REPRESENTATIONS AND WARRANTIES
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                                                                              47


                  To induce the Administrative Agent and each Lender to enter
into this Agreement and to make the Extensions of Credit requested to be made by
it (including the initial Extension of Credit requested to be made by it on the
Closing Date), the Borrower hereby represents and warrants, on the Closing Date
and on every Borrowing Date thereafter, to the Administrative Agent and each
Lender that:

                  5.1 FINANCIAL CONDITION. (a) The audited consolidated balance
sheets of the Borrower and its consolidated Subsidiaries at December 31, 1998,
December 31, 1999 and December 31, 2000 and the related consolidated statements
of income and of cash flows for the fiscal years ended on such dates, reported
on by and accompanied by an unqualified report from Ernst & Young, copies of
which have heretofore been furnished to each Lender, are complete and correct
and present fairly, in all material respects, the consolidated financial
condition of the Borrower and its consolidated Subsidiaries as at such dates,
and the consolidated results of their operations and their consolidated cash
flows for the respective fiscal years then ended. The unaudited consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at September
30, 2001, and the related unaudited consolidated statements of income and cash
flows for the nine-month period ended on such date, present fairly, in all
material respects, the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the nine-month period then ended
(subject to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently, in all material respects, throughout
the periods involved (except as approved by the aforementioned firm of
accountants and disclosed therein). Neither the Borrower nor any of its
consolidated Subsidiaries have any material Guarantee Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph or the footnotes thereto. During the period from
December 31, 2000 to and including the date hereof there has been no Disposition
by the Borrower or any of its consolidated Subsidiaries of any material part of
its business or property.

                  (b) The unaudited PRO FORMA consolidated balance sheet of the
Borrower and its consolidated Subsidiaries at December 31, 2001 (excluding the
footnote disclosures required by GAAP) (the "PRO FORMA BALANCE SHEET"), copies
of which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Offering, (ii) the making of the Loans and other extensions of credit
hereunder to be made on the Closing Date and the application of the proceeds
thereof as contemplated hereby and (iii) the payment of fees and expenses in
connection with the foregoing. The Pro Forma Balance Sheet has been prepared
based on the best information available to the Borrower as of the date of
delivery thereof, and presents fairly, in all material respects, on a PRO FORMA
basis the estimated financial position of Borrower and its consolidated
Subsidiaries as at December 31, 2001, assuming that the events specified in the
preceding sentence had actually occurred at such date.

                  5.2 NO CHANGE; SOLVENCY. Since December 31, 2000 there has
been no development or event which has had or could reasonably be expected to
have a Material Adverse

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                                                                              48


Effect. As of the Closing Date, the Borrower and its Subsidiaries are Solvent,
on a consolidated basis and on an individual basis.

                  5.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law (other than Requirements of Law with respect to which representations as to
compliance are made in subsections 5.13 and 5.16) except to the extent that the
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

                  5.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.
Each Loan Party has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and in the
case of the Borrower, to borrow hereunder and the Borrower has taken all
necessary corporate action to authorize the borrowings on the terms and
conditions of this Agreement and the Applications, and each Loan Party has
authorized the execution, delivery and performance of the Loan Documents to
which it is a party. No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Loan Documents to which
any Loan Party is a party (other than the filing of Uniform Commercial Code
financing statements, which have, to the extent then necessary to perfect the
Liens provided for in the Security Agreements, been duly filed). This Agreement
has been duly executed and delivered on behalf of the Borrower, and each other
Loan Document will be duly executed and delivered on behalf of each Loan Party
thereto. This Agreement constitutes, and each other Loan Document to which the
Borrower or any other Loan Party is a party, when executed and delivered, will
constitute, a legal, valid and binding obligation of the Borrower and such other
Loan Party enforceable against the Borrower and such other Loan Party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally (including, without limitation, laws
respecting fraudulent transfers and preferential transfers) and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

                  5.5 NO LEGAL BAR. The execution, delivery and performance of
the Loan Documents to which any Loan Party is a party, the borrowings hereunder
and the use of the proceeds thereof will not violate any Requirement of Law or
any material provision of any material Contractual Obligation or, to the
knowledge of the Borrower, any other provision of any Contractual Obligation of
the Borrower or of any of its Subsidiaries, in each such case the effect of
which would be to cause a Material Adverse Effect and will not result in, or
require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation (other than pursuant to the Loan Documents).

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                                                                              49


                  5.6 NO MATERIAL LITIGATION. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (b) which could reasonably be
expected to have a Material Adverse Effect.

                  5.7 NO DEFAULT. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  5.8 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Subsidiaries has good record and valid title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its other property, and none of such property is
subject to any Lien except as permitted by subsection 8.3.

                  5.9 INTELLECTUAL PROPERTY. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all Intellectual Property necessary
for the conduct of its business as currently conducted except for those the
failure to own or license which could not reasonably be expected to have a
Material Adverse Effect. No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property that could
reasonably be expected to have a Material Adverse Effect, nor does the Borrower
know of any valid basis for any such claim that could reasonably be expected to
have a Material Adverse Effect. The Borrower has no knowledge, nor any reason to
know, that the use of such Intellectual Property by the Borrower and its
Subsidiaries infringes on the rights of any Person in a manner that could
reasonably be expected to have a Material Adverse Effect.

                  5.10 TAXES. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all Federal and material other tax returns which, to
the knowledge of the Borrower, are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than any (i) the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Borrower or its Subsidiaries, as the
case may be or (ii) imposed by any Governmental Authority other than the Federal
Government the non-payment of which could not reasonably be expected to give
rise to any Material Adverse Effect); no tax Lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge other than any such Lien or claim by any Governmental
Authority which could not reasonably be expected to have a Material Adverse
Effect.

                  5.11 FEDERAL REGULATIONS. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U as now and
from time to time hereafter in effect or for any purpose which violates the
provisions of the Regulations of the Board. If requested by any

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                                                                              50


Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in Regulation U.

                  5.12 ERISA. 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 during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied with the applicable provisions of ERISA and the Code
where the failure to so comply could reasonably be expected to have a Material
Adverse Effect. No termination of a Single Employer Plan has occurred so as to
subject, directly or indirectly, any asset of the Borrower or any Commonly
Controlled Entity to any liability, contingent or otherwise, and no Lien in
favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of the accrued benefit obligations under each Single Employer Plan
(based on those assumptions used to fund such Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made or
deemed made, exceed the value of the assets of such Plan allocable to such
accrued benefit obligations. 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 valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. The
present value (determined using actuarial and other assumptions which are
reasonable in respect of the benefits provided and the employees participating)
of the liability of the Borrower and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does
not, in the aggregate, exceed the assets under all such Plans allocable to such
benefits.

                  5.13 INVESTMENT COMPANY ACT; OTHER REGULATIONS. The Borrower
is not an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
The Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

                  5.14 SUBSIDIARIES.  The Subsidiaries listed on Schedule 5.14
hereto constitute all the Subsidiaries of the Borrower on the Closing Date.

                  5.15 PURPOSE OF LOANS. The proceeds of the Revolving Credit
Loans shall be used by the Borrower to finance the continuing working capital
requirements and general corporate purposes of the Borrower and its
Subsidiaries, including acquisitions permitted pursuant to subsection 8.10
hereof. The proceeds of the Term Loans shall be used by the Borrower (a) to
refinance indebtedness under the Existing Credit Agreement and to pay fees and
expenses related thereto, (b) to repurchase, redeem or defease the Senior
Subordinated Notes and to pay expenses, fees and premiums related thereto and
(c) for general corporate purposes of the Borrower and its Subsidiaries,
including acquisitions permitted pursuant to subsection 8.10 hereof.

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                                                                              51

                  5.16 ENVIRONMENTAL MATTERS. Except as disclosed on Schedule
5.16 hereto,(a) the facilities and properties owned, leased or operated by the
Borrower or any of its Subsidiaries (the "PROPERTIES") do not contain, and have
not previously contained, any Materials of Environmental Concern in amounts or
concentrations (i) which constitute or constituted a violation of, or could
reasonably be expected to give rise to liability under, any Environmental Law
and (ii) which could reasonably be expected to have a Material Adverse Effect.

                  (b) The Properties and all operations at the Properties are in
compliance, and have been in compliance, in all material respects, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Borrower or any of its Subsidiaries
(the "BUSINESS") which could reasonably be expected to have a Material Adverse
Effect.

                  (c) Neither the Borrower nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business that
could reasonably be expected to have a Material Adverse Effect, nor does the
Borrower have knowledge or reason to believe that any such notice will be
received or is being threatened.

                  (d) Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which could reasonably be expected to give rise to liability
under, any Environmental Law and that could reasonably be expected to have a
Material Adverse Effect, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could reasonably be expected to give rise
to liability under, any applicable Environmental Law and that could reasonably
be expected to have a Material Adverse Effect.

                  (e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business and that could
reasonably be expected to have a Material Adverse Effect.

                  (f) There has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of the Borrower or any Subsidiary in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws and that could reasonably be expected to have
a Material Adverse Effect.

                  5.17 NO BURDENSOME RESTRICTIONS.  No Requirement of Law or
Contractual Obligation of the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

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                                                                              52


                  5.18 NO MATERIAL MISSTATEMENTS. The written information,
reports, financial statements, exhibits and schedules furnished by or on behalf
of the Borrower and each other Loan Party to the Administrative Agent and the
Lenders in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto do not contain, and will not contain as of
the Closing Date, any material misstatement of fact and do not, taken as a
whole, omit, and will not, taken as a whole, omit as of the Closing Date, to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not materially misleading.

                  5.19 COLLATERAL. (a) The provisions of each of the Security
Agreements, when executed and delivered, will constitute in favor of the
Administrative Agent for the ratable benefit of the Lenders, a legal, valid and
enforceable security interest in all right, title, and interest of the Borrower
and any of the other Loan Parties which is a party to such Security Agreement,
as the case may be, in the Collateral described in such Security Agreement. As
of the Closing Date, when financing statements have been filed in the offices in
the jurisdictions listed in Schedule 3 to the Guarantee and Collateral
Agreement, when appropriate filings have been made in the U.S. Patent and
Trademark Office and the U.S. Copyright Office, and when such other actions as
are described in each of the Security Agreements have been taken in accordance
with the Security Agreements, each of the Security Agreements shall constitute a
perfected security interest in all right, title and interest of the Borrower or
such other Loan Parties, as the case may be, in the Collateral described therein
and a perfected first lien on, and security interest in, all right, title and
interest of the Borrower or such other Loan Parties, as the case may be, in the
Collateral described in each Security Agreement (except, in the case of
Collateral, other than Pledged Stock, for Liens which are permitted by
subsection 8.3 and whose priority cannot be superseded by the provisions hereof
or of any Security Agreement and the filings hereunder or thereunder).

                  (b) From the date 60 days following the Effective Date and
thereafter (unless released pursuant to the terms thereof), each of the
Mortgages shall be effective to create in favor of the Administrative Agent, for
the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged
Properties described therein and proceeds thereof, and when the Mortgages are
filed in the offices specified on Schedule 5.19(b), each such Mortgage shall
constitute a first priority perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in the Mortgaged Properties and
the proceeds thereof, as security for the Obligations (as defined in the
relevant Mortgage), in each case prior and superior in right to any other Person
except for Liens permitted under subsection 8.3 and whose priority cannot be
superseded by the provisions hereof or of any Security Agreement and the filings
hereunder or thereunder. Schedule A lists each parcel of real property in the
United States owned in fee simple by the Borrower or any of its Subsidiaries as
of the Closing Date, other than the real property located at 10001 N.W. 2nd
Street, Oklahoma City, Oklahoma 73127.

                         SECTION 6. CONDITIONS PRECEDENT

                  6.1 CONDITIONS TO EFFECTIVENESS. This Agreement shall
become effective on the date on which the following conditions precedent
shall have been satisfied or waived:

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                                                                              53


                  (a) CREDIT AGREEMENT; GUARANTEE AND COLLATERAL AGREEMENT. the
         Administrative Agent shall have received (i) this Agreement, executed
         and delivered by a duly authorized officer of the Borrower, with a
         counterpart for each Lender and (ii) the Guarantee and Collateral
         Agreement, executed and delivered by a duly authorized officer of each
         party thereto, with a counterpart or a conformed copy for each Lender,
         each conforming to the requirements hereof and executed and delivered
         by a duly authorized officer of the Borrower.

                  (b) EFFECTIVE DATE CERTIFICATE. The Administrative Agent shall
         have received, with a counterpart for each Lender, an Effective Date
         Certificate dated the Effective Date, with appropriate insertions and
         attachments satisfactory in form and substance to the Administrative
         Agent, executed by a Responsible Officer of each Loan Party.

                  (c) CORPORATE PROCEEDINGS OF THE LOAN PARTIES. The
         Administrative Agent shall have received, with a counterpart for each
         Lender, a copy of the resolutions, in form and substance satisfactory
         to the Administrative Agent, of the Board of Directors of each Loan
         Party authorizing (i) the execution, delivery and performance of this
         Agreement and the other Loan Documents delivered on the Effective Date
         to which it is or will be a party, (ii) the borrowings contemplated
         hereunder and (iii) the granting by it of the Liens created pursuant to
         the Security Agreements delivered on the Effective Date to which it is
         or will be a party, certified by the Secretary or an Assistant
         Secretary of such Loan Party as of the Effective Date, which
         certificate shall be in form and substance satisfactory to the
         Administrative Agent and shall state that the resolutions thereby
         certified have not been amended, modified, revoked or rescinded.

                  (d) LOAN PARTY INCUMBENCY CERTIFICATES. The Administrative
         Agent shall have received, with a counterpart for each Lender, a
         Certificate of each Loan Party, dated the Effective Date, as to the
         incumbency and signature of the officers of such Loan Party executing
         any Loan Document delivered on the Effective Date satisfactory in form
         and substance to the Administrative Agent, executed by the President or
         any Vice President and the Secretary or any Assistant Secretary of such
         Loan Party.

                  (e) CORPORATE DOCUMENTS. The Administrative Agent shall have
         received, with a counterpart for each Lender, true and complete copies
         of the certificate of incorporation and by-laws (or equivalent
         organizational documents) of each Loan Party to any Loan Document
         delivered on the Effective Date, certified as of the Effective Date as
         complete and correct copies thereof by the Secretary or an Assistant
         Secretary of the such Loan Party.

                  6.2 CONDITIONS TO INITIAL EXTENSION OF CREDIT. The agreement
of each Lender to make the Extensions of Credit requested to be made by it
hereunder, shall become effective on the date on which the following conditions
precedent shall have been satisfied or waived:

                  (a) REPAYMENT OF INDEBTEDNESS. The Existing Credit Agreement
         shall have been terminated and all outstanding indebtedness and other
         obligations of the Borrower and its Subsidiaries thereunder shall have
         been paid or refinanced in full with the proceeds of the Facilities,
         including, without limitation, all interest and fees owing with respect
         to such

<Page>

                                                                              54


         indebtedness, and all Liens created thereunder shall be released or
         the financing statements with respect thereto shall be amended to
         secure only the Indebtedness hereunder.

                  (b) FINANCIAL STATEMENTS. The Administrative Agent shall have
         received, with a copy for each Lender, (i) the financial statements
         referred to in subsection 5.1, (ii) the PRO FORMA balance sheet of the
         Borrower and its Subsidiaries referred to in subsection 5.1(b), which
         shall be in form and substance satisfactory to the Lenders and (iii)
         preliminary financial statements for the period ended December 31, 2001
         (excluding the footnote disclosures required by GAAP), prepared based
         upon the best information available to the Borrower as of the date of
         delivery thereof and subject to completion of the annual audit and
         procedures, evidencing (A) Consolidated EBITDA greater than or equal to
         $85,000,000 prepared using the financial statements referred to in
         subsection 5.1(b) and clause (iii) above and (B) the Leverage Ratio on
         the last day of the fiscal quarter of the Borrower most recently ended
         for which financial statements are available (including the financial
         statements referred to in subsection 5.1(b) and in clause (iii) above
         and incorporating the PRO FORMA adjustments referred to in Section
         5.1(b)) shall be less than or equal to 2.25 to 1.00.

                  (c) ISSUANCE OF COMMON STOCK. The Borrower shall have received
         at least $33,600,000 in Net Cash Proceeds from the issuance of its
         common stock on terms and conditions satisfactory to the Arrangers
         (such issuance, the "OFFERING").

                  (d) REPURCHASE OF SENIOR SUBORDINATED NOTES.  The Borrower's
         Senior Subordinated Notes shall have been called for redemption
         pursuant to arrangements satisfactory to the Arrangers.

                  (e) FEES AND EXPENSES. The Lenders, the Administrative Agent
         and each Arranger shall have received all fees required to be paid
         pursuant to subsection 4.1 or otherwise, and all expenses for which
         invoices have been presented (including the reasonable fees and
         expenses of legal counsel), on or before the Closing Date.

                  (f) LEGAL OPINIONS.  The Administrative Agent shall have
         received, with a counterpart for each Lender, the following executed
         legal opinions:

                                    (i)     the executed legal opinion of
                  Gibson, Dunn & Crutcher LLP counsel to the Borrower and the
                  other Loan Parties, substantially in the form of Exhibit B-1;

                                    (ii) the executed legal opinion of Joseph
                  Salamunovich, General Counsel to the Borrower and the other
                  Loan Parties, substantially in the form of Exhibit B-2; and

                                    (iii) the executed legal opinion of special
                  local counsel of the Borrower, in such jurisdictions as the
                  Administrative Agent shall request, substantially in the form
                  of Exhibit B-3.

<Page>

                                                                              55


                  (g) APPROVALS. All governmental and third party approvals
         (including landlords' and other consents) necessary or, in the
         discretion of the Administrative Agent, advisable in connection with
         the financing contemplated hereby and the continuing operations of the
         Borrower and its Subsidiaries shall have been obtained and be in full
         force and effect.

                  (h) PROJECTIONS. The Administrative Agent shall have received
         satisfactory projections of the Borrower (and its Subsidiaries) through
         the 2008 fiscal year.

                  (i) INSURANCE. The Administrative Agent shall have received
         evidence in form and substance satisfactory to it that all of the
         requirements of subsection 7.5 hereof shall have been satisfied.

                  (j) CLOSING CERTIFICATE. The Administrative Agent shall have
         received, with a counterpart for each Lender, a Closing Certificate
         dated the Closing Date, with appropriate insertions and attachments
         satisfactory in form and substance to the Administrative Agent,
         executed by a Responsible Officer of each Loan Party.

                  (k) ACTIONS TO PERFECT LIENS. The Administrative Agent shall
         have received in form and substance satisfactory to it each document
         (including original stock certificates together with undated stock
         powers executed in blank and financing statements on form UCC-1),
         necessary or, in the opinion of the Administrative Agent, desirable to
         perfect the Liens created by the Guarantee and Collateral Agreement, in
         proper form for filing, registration or recordation.

                  (l) LIEN SEARCHES. The Administrative Agent shall have
         received the results of a recent search in the jurisdiction of
         formation of the Borrower and each other Loan Party, with respect to
         the Borrower and each other Loan Party, of the Uniform Commercial Code
         filings which may have been filed with respect to the Borrower or any
         other Loan Party, and such search shall reveal no liens on any of the
         assets of the Borrower or any Loan Party except for liens permitted by
         subsection 8.3 or liens to be discharged on or prior to the Closing
         Date pursuant to documentation satisfactory to the Administrative
         Agent.

                  (m) SCHEDULES.  The Administrative Agent shall have received
         an updated Schedule 7 to the Guarantee and Collateral Agreement.

                  (n) ACKNOWLEDGEMENT AND CONSENT. The Administrative Agent
         shall have received from each Foreign Subsidiary which Capital Stock is
         required to be pledged in accordance with the Guarantee and Collateral
         Agreement, an acknowledgment and consent (in the form attached to the
         Guarantee and Collateral Agreement) executed and delivered by a duly
         authorized officer of such Foreign Subsidiary.

                  (o) ADDITIONAL MATTERS. All corporate and other proceedings,
         and all documents, instruments and other legal matters in connection
         with the transactions contemplated by this Agreement and the other Loan
         Documents shall be reasonably satisfactory in form and substance to the
         Administrative Agent, and the Administrative Agent shall have received
         such other documents and legal opinions in respect of any aspect or

<Page>

                                                                              56


         consequence of the transactions contemplated hereby or thereby as it
         shall reasonably request.

                  6.3 CONDITIONS TO EACH EXTENSION OF CREDIT. The agreement of
each Lender to make any Extension of Credit requested to be made by it on any
date (including, without limitation, the initial Extension of Credit) is subject
to the satisfaction or waiver of the following conditions precedent:

                  (a) REPRESENTATIONS AND WARRANTIES. Each of the
         representations and warranties made by the Borrower and each of its
         Subsidiaries in or pursuant to the Loan Documents shall be true and
         correct in all material respects on and as of such date as if made on
         and as of such date (except to the extent that such representations and
         warranties were expressly made only as of a specific date, in which
         case, such representations and warranties shall have been true as of
         the specific date).

                  (b) NO DEFAULT. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extensions of credit requested to be made on such date.

                  (c) LETTER OF CREDIT APPLICATIONS. With respect to the
         issuance of any Letter of Credit, the relevant Issuing Lender shall
         have received an Application, completed to its reasonable satisfaction
         and duly executed by a Responsible Officer.

                  (d) BORROWING CERTIFICATE. The Administrative Agent shall have
         received, with a counterpart for each Lender, a borrowing certificate
         dated the requested Borrowing Date, with appropriate insertions and
         attachments satisfactory in form and substance to the Administrative
         Agent, executed by a Responsible Officer.

Each borrowing by and each issuance of a Letter of Credit on behalf of the
Borrower hereunder shall constitute a representation and warranty by the
Borrower as of the date of such Loan or issuance that the conditions contained
in this subsection 6.3 have been satisfied.

                        SECTION 7. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Loan or Letter of Credit remains outstanding and unpaid or
any other amount is owing to any Lender or the Administrative Agent hereunder,
it shall and (except in the case of delivery of financial information, reports
and notices) shall cause each of its Subsidiaries to:

                  7.1 FINANCIAL STATEMENTS.  Furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Borrower, a copy of the
         consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such year and the related consolidated
         and consolidating statements of income and retained earnings and of
         cash flows for such year, setting forth in each case in comparative
         form the figures for the previous year, reported on without a "going
         concern" or like qualification or exception, or qualification arising
         out of the scope of the audit, by Ernst & Young or other independent
         certified public

<Page>

                                                                              57


          accountants of nationally recognized standing not unacceptable to the
          Required Lenders; and

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower, the unaudited consolidated balance sheet
         of the Borrower and its consolidated Subsidiaries as at the end of such
         quarter and the related unaudited consolidated statements of income and
         retained earnings and of cash flows of the Borrower and its
         consolidated Subsidiaries for such quarter and the portion of the
         fiscal year through the end of such quarter, setting forth in each case
         in comparative form the figures for the previous year, certified by a
         Responsible Officer as being fairly stated in all material respects
         (subject to normal year-end audit adjustments)

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently, in all material respects, throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein and except that the financial
statements delivered pursuant to subsection 7.1(b) may not include notes
thereto).

                  7.2 CERTIFICATES; OTHER INFORMATION.  Furnish to each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in subsection 7.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Event of Default, except as specified in such
         certificate;

                  (b) concurrently with the delivery of the financial statement
         referred to in subsections 7.1(a) and (b), a certificate of a
         Responsible Officer ("COMPLIANCE CERTIFICATE") stating that, to the
         best of such officer's knowledge, during such period (i) no Subsidiary
         has been formed or acquired (or, if any such Subsidiary has been formed
         or acquired, the Borrower has complied with the requirements of
         subsection 7.9 with respect thereto), (ii) neither the Borrower nor any
         of its Subsidiaries has changed its name, its principal place of
         business, its chief executive office or the location of any material
         item of tangible Collateral without either giving prompt written notice
         of such event to the Administrative Agent or complying with the
         requirements of this Agreement and the Security Agreements with respect
         thereto, (iii) the Borrower has observed or performed all of its
         covenants and other agreements, and satisfied every condition,
         contained in this Agreement and the other Loan Documents to be
         observed, performed or satisfied by it other than with respect to those
         matters which have been cured within the grace periods specified herein
         or expressly waived by the Lenders or the Required Lenders, as
         appropriate, and (iv) the Borrower has set forth in reasonable detail
         any and all calculations necessary to show compliance with all of the
         financial condition covenants set forth in subsections 8.1, 8.7, 8.8
         and 8.9, including, without limitation, calculations and
         reconciliations, if any, necessary to show compliance with such
         financial condition covenants on the basis of generally accepted
         accounting principles in the United States of America consistent with
         those utilized in preparing the audited financial statements

<Page>

                                                                              58


         referred to in subsection 5.1, and that such Officer has obtained no
         knowledge of any Default or Event of Default except as specified in
         such certificate;

                  (c) not later than 60 days after the end of each fiscal year
         of the Borrower, a copy of the projections of the operating budget and
         cash flow budget of the Borrower and its Subsidiaries for the
         succeeding fiscal year, such projections to be accompanied by a
         certificate of a Responsible Officer to the effect that such
         projections have been prepared on the basis of sound financial planning
         practice and that such Officer has no reason to believe they are
         incorrect or misleading in any material respect;

                  (d) as soon as practicable after the same are sent, copies of
         all financial statements and reports which the Borrower or any of its
         Subsidiaries sends to its stockholders in their capacities as such, and
         as soon as practicable after the same are filed, copies of all
         financial statements and reports which the Borrower or any of its
         Subsidiaries may make to, or file with, the Securities and Exchange
         Commission or any successor or analogous Governmental Authority;

                  (e) promptly upon receipt thereof, copies of all final reports
         submitted to the Borrower or any of its Subsidiaries by independent
         certified public accountants in connection with each annual, interim or
         special financial audit of the books of the Borrower or any of its
         Subsidiaries made by such accountants, including, without limitation,
         any final comment letter submitted by such accountants to management in
         connection with their annual audit PROVIDED, in each case, that such
         final report or letter, as the case may be, concerns an event or events
         which could reasonably be expected to have a Material Adverse Effect;
         and

                  (f) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                  7.3 PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent in accordance
with current business practice, as the case may be, all its material obligations
of whatever nature, except where the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided on the books of the
Borrower or any of its Subsidiaries, as the case may be.

                  7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 8.5; and comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  7.5 MAINTENANCE OF PROPERTY; INSURANCE. Keep (except as
permitted by subsection 8.6) all property that is useful and necessary in the
then current conduct of its business in good working order and condition
(ordinary wear and tear excepted); maintain with financially sound

<Page>

                                                                              59


and reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and furnish to the Administrative Agent, upon written request, full
information as to the insurance carried.

                  7.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.
Keep proper books of records and account in which proper entries in conformity
with GAAP and all Requirements of Law shall be made of all dealings and
transactions in relation to its business and activities; and permit
representatives of the Administrative Agent and any Lender to visit and inspect
any of its properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired
following reasonable notice (including topics for discussion), and to discuss
the business, operations, properties and financial and other condition of the
Borrower and the its Subsidiaries with officers of the Borrower and its
Subsidiaries and with its independent certified public accountants.

                  7.7 NOTICES.  Promptly give notice to the Administrative Agen
t and each Lender of:

                  (a) any Responsible Officer becoming aware of the occurrence
         of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
         Obligation of the Borrower or any of its Subsidiaries or (ii)
         litigation, investigation or proceeding which may exist at any time
         between the Borrower or any of its Subsidiaries and any Governmental
         Authority, which in either case, if not cured or if adversely
         determined, as the case may be, could reasonably be expected to have a
         Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Borrower or any
         of its Subsidiaries in which the amount involved is $3,000,000 or more
         and not covered by insurance or in which injunctive or similar relief
         is sought if the granting of such injunctive or other relief could
         reasonably be expected to have a Material Adverse Effect;

                  (d) 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 the reasonable expectation of the occurrence) of
         any Reportable Event with respect to any Plan, a failure to make any
         required contribution to a Plan, the creation of any Lien in favor of
         the PBGC or a Plan or any withdrawal from, or the termination,
         Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or any Multiemployer Plan to effect a termination or
         Reorganization of any Multiemployer Plan or any Single Employer Plan or
         (iii) the termination or partial termination of any Single Employer
         Plan by the Borrower or any Commonly Controlled Entity;

                  (e) (i) any release or discharge by the Borrower or any of its
         Subsidiaries of any Material of Environmental Concern required to be
         reported under Environmental Laws to any Governmental Authority that
         could reasonably be expected to result in a material

<Page>

                                                                              60


         liability; (ii) any condition, circumstance, occurrence or event that
         could result in a material liability under Environmental Laws or could
         result in the imposition of any Lien or other restriction on the
         title, ownership or transferability of any material Property; and
         (iii) any proposed action to be taken by the Borrower or any of its
         Subsidiaries that could reasonably be expected to subject the Borrower
         or any of its Subsidiaries to any material additional or different
         requirements or liabilities under Environmental Law;

                  (f) any development or event which could reasonably be
         expected to have a Material Adverse Effect; and

                  (g) promptly upon the occurrence thereof, the occurrence of a
         Change of Control.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower or such Subsidiary proposes to take with
respect thereto.

                  7.8 ENVIRONMENTAL LAWS. (a) Comply in all material respects
with, and make reasonable efforts to ensure compliance in all material respects
by all tenants and subtenants, if any, with, all applicable Environmental Laws
and obtain and comply with and maintain, and make reasonable efforts to ensure
that all tenants and subtenants obtain and comply in all material respects with,
and maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws.

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions lawfully required by
Governmental Authorities under Environmental Laws and promptly comply with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws other than such orders and directives as to which an appeal
or other challenge has been timely and properly taken in good faith and the
pendency of any and all such appeals and other challenges does not give rise to
a Material Adverse Effect.

                  7.9 ADDITIONAL COLLATERAL. (a) With respect to any assets (or
any interest therein) acquired after the Closing Date by the Borrower or any of
its Subsidiaries that are intended to be subject to the Lien created by any of
the Security Agreements but which are not so subject promptly (and in any event
within 60 days after the acquisition thereof) (or with respect to the Capital
Stock of MPT Liquidation Corp., an Ontario corporation, promptly upon the
Borrower's termination of the liquidation process): (i) execute and deliver to
the Administrative Agent such amendments to the relevant Security Agreements or
such other documents as the Administrative Agent shall deem necessary or
advisable to grant to the Administrative Agent, for the benefit of the Lenders,
a Lien on such assets (or such interest therein), (ii) take all actions
necessary or advisable to cause such Lien to be duly perfected in accordance
with all applicable Requirements of Law, including, without limitation, the
filing of financing statements and the recording of leasehold mortgages in such
jurisdictions as may be requested by the Administrative Agent, (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described in clauses (i) and (ii) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent, and (iv) if reasonably
requested by the Administrative Agent, deliver to the

<Page>

                                                                              61


Administrative Agent surveys, title insurance and flood insurance reasonably
satisfactory to the Administrative Agent.

                  (b) With respect to any Person that, subsequent to the Closing
Date, becomes a domestic Subsidiary, promptly upon the request of the
Administrative Agent: (i) execute and deliver to the Administrative Agent, for
the benefit of the Lenders, a new pledge agreement, or such amendments to the
Guarantee and Collateral Agreement as the Administrative Agent shall deem
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by
the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers executed and delivered in blank by a duly authorized officer of the
Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary
(A) to become a party to the Guarantee and Collateral Agreement or to a new
security agreement in each case pursuant to an annex to the Guarantee and
Collateral Agreement which is in form and substance satisfactory to the
Administrative Agent, and (B) to take all actions necessary or advisable to
cause the Lien created by the Guarantee and Collateral Agreement or such
security agreement, to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the Administrative
Agent, (iv) if requested by the Administrative Agent, deliver to the
Administrative Agent an Effective Date Certificate, with appropriate insertions
and attachments, executed by a duly authorized officer of such Subsidiary and
(v) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described in clauses (i), (ii) and
(iii) immediately preceding, which opinions shall be in form and substance, and
from counsel, reasonably satisfactory to the Administrative Agent.

                  (c) With respect to any Person that subsequent to the Closing
Date becomes a Foreign Subsidiary (other than a Foreign Subsidiary owned by
another Foreign Subsidiary), promptly upon the request of the Administrative
Agent: (i) execute and deliver to the Administrative Agent a foreign stock
pledge agreement, or such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a Lien on 65% of the
Capital Stock of such Subsidiary which is owned by the Borrower or any of its
Subsidiaries, (ii) deliver to the Administrative Agent the certificate or
certificates representing 65% of the Capital Stock of such Foreign Subsidiary,
together with, if required by such foreign stock pledge agreement, undated stock
powers for each such certificate executed in blank by a duly authorized officer
of the pledgor thereof, (iii) complete such other actions as are necessary or,
in the opinion of the Administrative Agent, desirable to perfect the Liens
created by such foreign stock pledge agreement and (iv) cause the delivery of
the executed legal opinion of special foreign counsel with respect to such
foreign stock pledge agreement, in form and substance reasonably satisfactory to
the Administrative Agent.

                  7.10 FURTHER ASSURANCES. Upon the request of the
Administrative Agent, promptly perform or cause to be performed any and all acts
and execute or cause to be executed any and all documents (including, without
limitation, financing statements and continuation statements) for filing under
the provisions of the applicable Uniform Commercial Code or any other
Requirement of Law which are necessary or advisable to maintain in favor of the


<Page>

                                                                              62

Administrative Agent, for the benefit of the Lenders, Liens on the Collateral
that are duly perfected in accordance with all applicable Requirements of Law.

                  7.11 PROPERTY MATTERS. With respect to the real property
listed on Schedule A, no later than 60 days following the Effective Date, at its
own expense deliver to the Administrative Agent, for the benefit of the Lenders,
a Mortgage on such real property and take all actions necessary or, in the
opinion of the Administrative Agent, desirable to cause any liens created by any
such Mortgage to be duly perfected in accordance with all applicable
Requirements of Law. With respect to any other real property acquired by the
Borrower or its Subsidiaries after the Closing Date, to the extent reasonably
requested by the Administrative Agent, (no later than 60 days following such
request) and at the Borrower's own expense (a) deliver to the Administrative
Agent, for the benefit of the Lenders, a Mortgage on such real property, (b)
take all actions necessary or, in the opinion of the Administrative Agent,
desirable to cause any liens created by any such Mortgage to be duly perfected
in accordance with all applicable Requirements of Law, including, without
limitation, the recording of such Mortgages in such jurisdictions as may be
requested by the Administrative Agent, and (c) confirm that the Borrower has
received the notice required pursuant to Section 208(e)(3) of Regulation H of
the Board.

                          SECTION 8. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Revolving
Credit Commitments remain in effect, any Loan or Letter of Credit remains
outstanding and unpaid or any other amount is owing to any Lender or the
Administrative Agent hereunder, it shall not, and (except with respect to
subsection 8.1) shall not permit any of its Subsidiaries to, directly or
indirectly:

                  8.1 FINANCIAL CONDITION COVENANTS.  (a)  TOTAL INDEBTEDNESS TO
EBITDA. Permit the Leverage Ratio on the last day of any fiscal quarter of the
Borrower to be greater than the ratio set forth below opposite the last day of
such fiscal quarter:

<Table>
<Caption>

                      Date                           Ratio
                      ----                           -----
                      <S>                            <C>
                      March 31, 2002                 3.00 to 1.00
                      June 30, 2002                  3.00 to 1.00
                      September 30, 3002             3.00 to 1.00
                      December 31, 2002              3.00 to 1.00
                      March 31, 2003                 3.00 to 1.00
                      June 30, 2003                  2.75 to 1.00
                      September 30, 2003             2.75 to 1.00
                      December 31, 2003              2.75 to 1.00
                      March 31, 2004                 2.50 to 1.00
                      June 30, 2004                  2.50 to 1.00
                      September 30, 2004             2.50 to 1.00
                      December 30, 2004              2.50 to 1.00
                      March 31, 2005                 2.50 to 1.00
                      June 30, 2005                  2.50 to 1.00
                      September 30, 2005             2.50 to 1.00
                      December 31, 2005              2.25 to 1.00

<Page>

                                                                              63


                      March 31, 2006                 2.25 to 1.00
                      June 30, 2006                  2.25 to 1.00
                      September 30, 2006             2.25 to 1.00
                      December 30, 2006              2.25 to 1.00
                      March 31, 2007                 2.25 to 1.00
</Table>

                  (b) INTEREST COVERAGE. Permit for any period of four
         consecutive fiscal quarters ending on any date set forth below the
         ratio of (A) Consolidated EBITDA of the Borrower for such period to (B)
         Consolidated Interest Expense of the Borrower for such period to be
         less than the ratio set forth below opposite the date on which the last
         of such fiscal quarters ends:

<Table>
<Caption>

                      Date                           Ratio
                      ---                            -----
                      <S>                            <C>
                      March 31, 2002                 4.00 to 1.00
                      June 30, 2002                  4.00 to 1.00
                      September 30, 2002             4.00 to 1.00
                      December 31, 2002              4.00 to 1.00
                      March 31, 2003                 4.25 to 1.00
                      June 30, 2003                  4.25 to 1.00
                      September 30, 2003             4.25 to 1.00
                      December 31, 2003              4.25 to 1.00
                      March 31, 2004                 4.50 to 1.00
                      June 30, 2004                  4.50 to 1.00
                      September 30, 2004             4.50 to 1.00
                      December 30, 2004              4.50 to 1.00
                      March 31, 2005                 4.50 to 1.00
                      June 30, 2005                  4.50 to 1.00
                      September 30, 2005             4.50 to 1.00
                      December 31, 2005              4.50 to 1.00
                      March 31, 2006                 4.50 to 1.00
                      June 30, 2006                  4.50 to 1.00
                      September 30, 2006             4.50 to 1.00
                      December 30, 2006              4.50 to 1.00
                      March 31, 2007                 4.50 to 1.00
</Table>

                  (c) MAINTENANCE OF NET WORTH. Permit the Consolidated Net
         Worth of the Borrower at any time to be less than the sum of
         $115,000,000 plus 50% of the cumulative sum of Consolidated Net Income
         for each fiscal quarter (if positive) beginning after the Closing Date
         and ended at or prior to such time LESS the aggregate writeoff of
         intangible assets constituting goodwill after the Closing Date to the
         extent reflected in accordance with GAAP on the financial statements of
         the Borrower delivered pursuant to Section 7.1 for fiscal periods
         ending after the Closing Date.

                  8.2 LIMITATION ON INDEBTEDNESS.  Create, incur, assume or
         suffer to exist any Indebtedness, except:

<Page>

                                                                              64


                  (a) Indebtedness of the Borrower under this Agreement
         (including any Indebtedness incurred in accordance with
         subsection 2.7);

                  (b) Indebtedness of (i) the Borrower to any Subsidiary and
         (ii) any Subsidiary which is a party to the Guarantee and Collateral
         Agreement to the Borrower; PROVIDED that the Borrower hereby agrees
         that all such Indebtedness of any such Subsidiary to the Borrower
         permitted pursuant to clause (ii) above is subordinated to the payment
         in full of the obligations of such Subsidiary under the Guarantee and
         Collateral Agreement or another subsidiary guarantee entered into
         pursuant to the terms of this Agreement to which it is a party, and any
         payment received by the Borrower in respect thereof while an Event of
         Default shall have occurred and be continuing shall be held by the
         Borrower in trust for the Administrative Agent and paid over to the
         Administrative Agent, for the benefit of the Lenders, in the event of
         any demand in respect of the Guarantee and Collateral Agreement or such
         subsidiary guarantee;

                  (c) Indebtedness of the Borrower and any of its Subsidiaries
         incurred not later than 180 days after the acquisition of fixed or
         capital assets to finance the acquisition of such fixed or capital
         assets (whether pursuant to a loan, a Financing Lease or otherwise), in
         an initial amount not less than 75%, and not more than 100%, of the
         original purchase price of such property at the time it was acquired,
         and any renewals, extensions, refundings or refinancings of such
         indebtedness in an aggregate amount not to exceed $20,000,000 at any
         time outstanding; PROVIDED that the terms of such Indebtedness shall
         not prohibit or limit the ability of any Subsidiary to declare or pay
         any dividend or make any payment or other distribution (other than a
         distribution of the assets financed by such Indebtedness), either
         directly or indirectly, to or for the account of the Borrower or any
         Subsidiary of the Borrower;

                  (d) Indebtedness outstanding on the date hereof and listed on
         Schedule 8.2, not to exceed an aggregate outstanding principal amount
         of $250,000 on the Closing Date, and any renewals, extensions,
         refundings or refinancings of such Indebtedness, provided the amount
         thereof is not increased, the maturity of any installment of principal
         thereof is not shortened and the subordination provisions thereof are
         not amended or modified except on terms and conditions satisfactory to
         the Required Lenders;

                  (e) Indebtedness of the Foreign Subsidiaries at any time not
         exceeding an aggregate principal amount outstanding equivalent at such
         time to $20,000,000 (U.S. Dollars equivalent);

                  (f) Indebtedness constituting the defined purchase price
         "earn-out" liabilities under the Asset Purchase Agreement, dated as of
         July 31, 1997, among Automatic Transmission Shops Inc., C.W. Smith,
         ATS Remanufacturing, Inc., and the Borrower in an aggregate amount not
         to exceed $14,600,000;

                  (g) Indebtedness in respect of (i) Hedging Agreements not
         involving more than $100,000,000 in aggregate notional amount at any
         one time outstanding or (ii) rate caps, collars or similar agreements
         in respect of interest or currency rate fluctuations that require
         payment by the Borrower only of fixed fees determined at or prior to
         the

<Page>

                                                                              65


         effectiveness thereof and not termination payments or other payments
         or liabilities that change in amount based on changes in underlying
         rates; provided that in each case such Hedging Agreements are entered
         into for legitimate hedging purposes related to the business of the
         Borrower and its Subsidiaries and not for speculative purposes;

                  (h) the Senior Subordinated Notes and any Indebtedness of the
         Borrower outstanding under the Existing Credit Agreement; PROVIDED,
         that the Senior Subordinated Notes shall be redeemed in accordance with
         subsection 6.2(d) and all Indebtedness of the Borrower outstanding
         under the Existing Credit Agreement shall be repaid in full in
         accordance with subsection 6.2(a).

                  (i) additional Indebtedness of the Borrower in aggregate
         principal amount outstanding at any time not exceeding $20,000,000.

                  8.3 LIMITATION ON LIENS. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes, assessments or other governmental charges
         not yet overdue or which are being contested in good faith by
         appropriate proceedings, PROVIDED that adequate reserves with respect
         thereto are maintained on the books of the Borrower or its
         Subsidiaries, as the case may be, in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

                  (d) deposits to secure the performance of bids, tenders, trade
         or government contracts (other than for borrowed money), leases,
         licenses, statutory obligations, surety and appeal bonds, performance
         bonds and other obligations of a like nature incurred in the ordinary
         course of business;

                  (e) easements, rights-of-way, building, zoning and other
         similar restrictions, utility agreements, covenants, reservations and
         encroachments and other similar encumbrances or title defects incurred,
         or leases or subleases granted to others in the ordinary course of
         business which, in the aggregate, do not materially detract from the
         aggregate value of the properties of the Borrower and its Subsidiaries,
         taken as a whole, or in the aggregate materially interfere with the
         ordinary conduct of the business of the Borrower and its Subsidiaries,
         taken as a whole;

                  (f) Liens in existence on the date hereof listed on Schedule
         8.3, securing Indebtedness permitted by subsection 8.2(d), PROVIDED
         that no such Lien is spread to cover any additional property after the
         Closing Date and that the amount of Indebtedness secured thereby is not
         increased;

<Page>

                                                                              66


                  (g) Liens securing Indebtedness of the Borrower and its
         Subsidiaries permitted by subsection 8.2(c) incurred to finance the
         acquisition of fixed or capital assets, PROVIDED that (i) such Liens
         shall be created not later than 180 days after the acquisition of
         such fixed or capital assets, (ii) such Liens do not at any time
         encumber any property other than the property financed by such
         Indebtedness, (iii) the principal amount of Indebtedness secured
         thereby is not increased and (iv) the principal amount of
         Indebtedness secured by any such Lien shall at no time exceed 100%
         of the original purchase price of such property at the time it was
         acquired;

                  (h) Liens on property other than the Collateral (not otherwise
         permitted hereunder) which secure obligations not exceeding (as to the
         Borrower and all Subsidiaries) $5,000,000 in an aggregate amount at any
         time outstanding;

                  (i) Liens created pursuant to the Loan Documents;

                  (j) Liens on assets of corporations which become Subsidiaries
         of the Borrower after the date hereof existing on the date of such
         acquisition, PROVIDED that (i) such Liens do not at any time encumber
         any property other than the property financed by such Indebtedness,
         (ii) the principal amount of Indebtedness secured thereby is not
         increased and (iv) such Lien or indebtedness is not created or incurred
         in connection with or contemplation of such acquisition;

                  (k) Liens on assets of the Foreign Subsidiaries of the
         Borrower securing Indebtedness permitted by subsection 8.2(e);

                  (l) Liens created by the existing Loan Documents (as defined
         in the Existing Credit Agreement); PROVIDED, that such Liens shall be
         released or the financing statements with respect thereto shall be
         amended to secure only the Indebtedness hereunder in accordance with
         subsection 6.2(a); and

                  (m) Liens in respect of security interests in inventory and
         any proceeds thereof, granted in the ordinary course of business for
         the benefit of any supplier of such inventory bearing the trade or
         service mark of such supplier, provided such liens do not extend to
         assets other than parts supplied from time to time by such supplier in
         the ordinary course of business.

                  8.4 LIMITATION ON GUARANTEE OBLIGATIONS.  Create, incur,
assume or suffer to exist any Guarantee Obligation except:

                  (a) Guarantee Obligations in existence on the date hereof not
         to exceed $200,000 in the aggregate;

                  (b) Guarantee Obligations incurred after the date hereof in an
         aggregate amount not to exceed $10,000,000 at any one time
         outstanding;

                  (c) the Guarantee and Collateral Agreement and any other
         subsidiary guarantee entered into from time to time pursuant to the
         terms of this Agreement;

<Page>

                                                                              67


                  (d) Guarantee Obligations in respect of Letters of Credit;

                  (e) Guarantee Obligations in respect of letters of credit
         issued for the account of the Borrower or any of its Subsidiaries in
         the ordinary course of business in an aggregate face amount not to
         exceed $10,000,000 at any time.

                  (f) guarantees made by the Borrower or any Subsidiary of
         Indebtedness of any Subsidiary which is a Guarantor or of the Borrower,
         which Indebtedness is otherwise permitted under this Agreement;

                  (g) guarantees made in the ordinary course of its business by
         the Borrower or any Subsidiary of obligations of any Subsidiary which
         is a Guarantor or of the Borrower, which obligations are otherwise
         permitted under this Agreement;

                  (h) Guarantee Obligations of the Borrower in existence on
         October 26, 2000 in respect of the obligations of the Distribution
         Group under certain real estate and equipment operating leases so long
         as (i) the Borrower shall continue to be fully indemnified under the
         Stock Purchase Agreement in respect of any loss or expense which the
         Borrower may sustain or incur as a consequence of such Guarantee
         Obligations, (ii) the aggregate Consolidated Lease Expense in
         connection with such operating leases for any one-month period shall
         not exceed $500,000 and (iii) the aggregate maximum amount of such
         Guarantee Obligations during the periods set forth below shall not
         exceed the amount set forth opposite each such period:

<Table>
<Caption>

         PERIOD                                       AMOUNT
         ------                                       ------
         <S>                                          <C>
         December 31, 2001-December 30, 2002          $6,500,000

         December 31, 2002-December 30, 2003          $4,500,000

         December 31, 2003-December 30, 2004          $3,500,000

         December 31, 2004-December 30, 2005          $2,500,000

         December 31, 2005-December 30, 2006          $1,500,000

         December 31, 2006-December 30, 2007          $500,000
</Table>

                  (i) Guarantee Obligations of the Borrower in respect of the
         Indebtedness of the Foreign Subsidiaries permitted by
         subsection 8.2(e); and

                  (j) Guarantee Obligations in respect of the Senior
         Subordinated Notes, PROVIDED that such Guarantee Obligations are
         subordinated and junior in all respects to the obligations of the Loan
         Parties under the Loan Documents

<Page>

                                                                              68


                  8.5 LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its lines of business, except that (i)
any Subsidiary of the Borrower may be merged or consolidated with or into, or
may sell, lease, transfer or otherwise dispose of any of its assets to, the
Borrower (PROVIDED that the Borrower shall be the continuing, surviving, or
acquiring corporation) or with, into or to any one or more wholly-owned
Subsidiaries of the Borrower which is a Guarantor (PROVIDED that the
wholly-owned Subsidiary or Subsidiaries, which is a Guarantor, shall be the
continuing, surviving or acquiring corporation) and (ii) any Subsidiary of the
Borrower formed solely for the purpose of effecting an acquisition of assets
permitted hereunder may be merged or consolidated with any other Person
(PROVIDED that the continuing or surviving corporation of such merger or
consolidation shall be a Subsidiary of the Borrower).

                  8.6 LIMITATION ON SALE OF ASSETS. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Borrower or any wholly owned Subsidiary, except:

                  (a) the sale or other disposition of obsolete or worn out
         property in the ordinary course of business;

                  (b) the sale or other disposition of any property (other than
         inventory or obsolete or worn out property in the ordinary course of
         business) in the ordinary course of business; PROVIDED that the
         aggregate consideration received in any fiscal year shall not exceed
         20% of the Consolidated EBITDA of the Borrower for such fiscal year;

                  (c) the sale or return of inventory in the ordinary course of
         business;

                  (d) the sublease of real or personal property on commercially
         reasonable terms to the extent that the Borrower determines that such
         property is no longer necessary in the conduct of the business of the
         Borrower and its Subsidiaries;

                  (e) as permitted by subsection 8.5(i);

                  (f)  the nonexclusive license to customers of Intellectual
         Property in the ordinary course of business; and

                  (g) the transfer to customers of Intellectual Property in the
         ordinary course of business.


                  8.7 LIMITATION ON LEASES. Permit Consolidated Lease Expense
for any fiscal year of the Borrower to exceed an amount equal to $21,000,000 for
the fiscal year ending December 31, 2002, $25,000,000 for the fiscal year ending
December 31, 2003 and $30,000,000 for each fiscal year thereafter.

<Page>

                                                                              69


                  8.8 LIMITATION ON DIVIDENDS. (a) Declare or pay any dividend
(other than dividends payable solely in common stock of the Borrower) on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Capital Stock of the Borrower or any
warrants or options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Subsidiary (such declarations, payments, setting apart, purchases,
redemptions, defeasance, retirements, acquisitions and distributions being
herein called "RESTRICTED PAYMENTS"); PROVIDED THAT so long as no Default or
Event of Default has occurred and is continuing, the Borrower and its
Subsidiaries may (i) make Restricted Payments in any fiscal year not to exceed
$5,000,000 in the aggregate, (ii) make Restricted Payments not to exceed
$3,000,000 in the aggregate in any fiscal year or $6,000,000 in the aggregate on
a cumulative basis after the Closing Date to permit the Borrower to repurchase
shares of its common stock or rights, options or units thereof and (iii) make
Restricted Payments consisting of Specified Preferred Stock.

                  (b) Permit the terms of any Contractual Obligation of any
Subsidiary to prohibit or limit the ability of any Subsidiary to declare or pay
any dividend or make any payment or other distribution, either directly or
indirectly, to or for the account of the Borrower or any other wholly-owned
Subsidiary of the Borrower provided that this subsection 8.8(b) shall not apply
to (i) purchase money obligations or Financing Leases (or refinancings thereof
that impose no more restrictive restrictions ) for property acquired in the
ordinary course of business that impose restrictions solely on the property so
acquired, (ii) restrictions with respect to a Subsidiary imposed pursuant to a
binding agreement which has been entered into for the sale or disposition
(including by merger or consolidation) of all or substantially all of the
Capital Stock or assets of such Subsidiary, provided that such restrictions
apply solely to such Capital Stock or asset of such Subsidiary and such sale or
disposition is otherwise permitted pursuant to this Agreement and (iii)
restrictions arising by reason of customary non-assignment or no-subletting
clauses in leases or other contracts entered into in the ordinary course of
business.

                  8.9 LIMITATION ON CAPITAL EXPENDITURES. Make any expenditure
in respect of the purchase or other acquisition of fixed or capital assets
(excluding any such asset acquired in connection with normal replacement and
maintenance programs properly charged to current operations, any expenditure
from the proceeds of casualty insurance used to repair or replace the assets
affected by such casualty loss and any expenditure from the proceeds of an Asset
Sale as permitted by subsection 4.5(b)) except for expenditures in the ordinary
course of business not exceeding, in the aggregate for the Borrower and its
Subsidiaries (i) during any of the fiscal years of the Borrower set forth below,
the amount set forth opposite such fiscal year below:

<Table>
<Caption>

                           FISCAL YEAR        AMOUNT
                           -----------        ------
                           <S>                <C>
                           2002               $30,000,000
                           2003               $35,000,000
                           2004               $40,000,000
                           2005               $40,000,000
                           2006               $40,000,000
                           2007               $40,000,000
</Table>

<Page>

                                                                              70


PROVIDED, that in the event that the amount set forth above for any fiscal year
set forth (before giving effect to any carry-over amount pursuant to this
proviso) above exceeds the actual amount of all capital expenditures for such
fiscal year determined in accordance with GAAP, the entire amount of such excess
may be carried over for expenditure in that portion of the fiscal year
immediately following such fiscal year which follows delivery of the financial
statements delivered pursuant to subsection 7.1(a) with respect to such fiscal
year.

                  8.10 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

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

                  (b) investments in Cash Equivalents;

                  (c) loans or advances to officers or employees to pay
         relocation costs of such officers or employees in connection with their
         employment by the Borrower or any of its Subsidiaries;

                  (d) any notes, securities or other instruments received as
         consideration for any sale of assets permitted hereunder in an
         aggregate amount not to exceed $1,000,000 in any fiscal year of the
         Borrower;

                  (e) any notes, securities or other instruments received as
         part of the settlement of litigation or in satisfaction of extensions
         of credit to any Person otherwise permitted hereunder pursuant to the
         reorganization, bankruptcy or liquidation of such Person;

                  (f) (i) investments by the Borrower in its Subsidiaries which
         are parties to the Guarantee and Collateral Agreement and the Capital
         Stock of which is pledged to the Administrative Agent to secure the
         Borrower's obligations hereunder and under the other Loan Documents,
         (ii) investments by Subsidiaries of the Borrower which are not parties
         to the Guarantee and Collateral Agreement in other Subsidiaries of the
         Borrower, (iii) investments by Subsidiaries of the Borrower which are
         parties to the Guarantee and Collateral Agreement in the Borrower and
         in other Subsidiaries of the Borrower which are parties to the
         Guarantee and Collateral Agreement and (iv) investments by the Borrower
         or Subsidiaries of the Borrower which are parties to the Guarantee and
         Collateral Agreement in Foreign Subsidiaries in an aggregate amount not
         to exceed $20,000,000 at any time outstanding (determined on a
         cumulative basis from and after the Closing Date, but giving effect to
         reductions of amounts outstanding by the amount of capital in respect
         thereof returned in cash to the Borrower or the applicable Subsidiary
         from time to time); PROVIDED that no such investments shall be
         permitted in connection with an acquisition not otherwise permitted
         under subsection 8.10(i);

                  (g) payroll advances in the ordinary course of business;
<Page>

                                                                              71


                  (h) travel and entertainment advances and other loans to
         officers and employees, PROVIDED that the aggregate principal amount of
         all such loans and advances outstanding at any one time shall not
         exceed $1,000,000;

                  (i) acquisitions by the Borrower and its Subsidiaries, of
         assets or Capital Stock of one or more corporations or other Persons so
         long as (i) each such acquisition and all transactions related thereto
         shall be consummated in accordance with applicable Requirements of Law;
         (ii) each such acquisition, in the case of an acquisition of Capital
         Stock, shall result in such corporation or Person becoming a
         Subsidiary; (iii) after giving effect to any such acquisition, no
         Default or Event of Default shall have occurred and be continuing; (iv)
         the Borrower shall have delivered to the Administrative Agent a
         certificate demonstrating that the requirements of subsection 8.1 would
         be satisfied on a pro forma basis as at the end of the most recently
         ended fiscal quarter of the Borrower with respect to which financial
         statements have been delivered pursuant to subsection 7.1 if each such
         acquisition (including the Indebtedness incurred in connection
         therewith) had occurred on the first day of the four fiscal quarter
         period ended with such most recently ended fiscal quarter; and (v) the
         aggregate amount at any time outstanding of Revolving Credit Loans the
         proceeds of which are used to finance acquisitions shall not exceed
         $15,000,000;

                  (j) investments existing on the Closing Date and set forth on
         Schedule 8.10; and

                  (k) investments not permitted by the foregoing clauses of this
         subsection 8.10 by the Borrower or its Subsidiaries in a Person or
         Persons in an aggregate amount not to exceed $20,000,000 outstanding at
         any time.

                  8.11 LIMITATION ON TRANSACTIONS WITH AFFILIATES. Enter into
any transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate (other
than leases of property from Affiliates existing on the date hereof and
employment agreements, directors' fee arrangements, indemnification of
directors, officers and employees and loans to employees permitted hereunder in
the ordinary course of business) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of the Borrower's or
such Subsidiary's business and (c) upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable arm's length transaction with a Person which is not an
Affiliate; PROVIDED that notwithstanding the foregoing, such prohibited
transactions with Affiliates shall not include (a) payments of reasonable and
customary directors' fees and indemnities of directors, officers and employees
(b) payments to Aurora under any management services agreement as in effect on
the Closing Date, (c) transfers of inventory among the Loan Parties in the
ordinary course of business and (d) loans or advances to officers or employees
of the Borrower or any of its Subsidiaries to pay business related travel
expenses or reasonable relocation costs of such officers or employees or for
other customary business purposes in connection with their employment by the
Borrower or any of its Subsidiaries.

                  8.12 LIMITATION ON SALES AND LEASEBACKS. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person

<Page>

                                                                              72


or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Borrower or
such Subsidiary; PROVIDED that, notwithstanding the foregoing, (a) the Borrower
or any of its Subsidiaries may enter into arrangements in the ordinary course of
business pursuant to which it purchases equipment or similar property and,
within 180 days of such purchase, conveys such property to another Person, for
cash consideration at least equal to the consideration paid by it in such
purchase, and concurrently enters into a lease of such property from such
Person, in each case so long as such transactions (including, without
limitation, the amount of any such lease) are permitted by the other applicable
provisions of this Agreement and no Default or Event of Default exists or would
result therefrom and (b) the Borrower or any of its Subsidiaries may convey the
real property located at 10001 N.W. 2nd Street, Oklahoma City, Oklahoma 73127 to
another Person, for cash consideration at least equal to the fair market value
at the time of such conveyance as determined by the Borrower in its reasonable
good faith judgment, and concurrently enter into a lease of such property from
such Person, in each case so long as such transaction (including, without
limitation, the amount of any such lease) is permitted by the other applicable
provisions of this Agreement and no Default or Event of Default exists or would
result therefrom.

                  8.13 LIMITATION ON CHANGES IN FISCAL YEAR.  Permit the fiscal
year of the Borrower to end on a day other than December 31.

                  8.14 LIMITATION ON NEGATIVE PLEDGE CLAUSES. Enter into with
any Person any agreement, other than (a) this Agreement and (b) any purchase
money mortgages or Financing Leases permitted by this Agreement (in which cases,
any prohibition or limitation shall only be effective against the assets
financed thereby), which prohibits or limits the ability of the Borrower or any
of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter acquired
other than any Lien granted under this Agreement or to secure purchase money
mortgages of Financing Leases.

                  8.15 LIMITATION ON LINES OF BUSINESS; CREATION OF
SUBSIDIARIES. (a) Enter into any business, either directly or through any
Subsidiary, except for businesses which are of the same general type, and
reasonably related to, those in which the Borrower and its Subsidiaries are
engaged on the date of this Agreement.

                  (b) Create any new Subsidiaries of the Borrower other than any
Subsidiaries that shall execute and become party to the Guarantee and Collateral
Agreement.

                          SECTION 9. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any Loan
         when due in accordance with the terms thereof or hereof; or the
         Borrower shall fail to pay any Reimbursement Obligation within two days
         after such amount becomes due in accordance with the terms thereof or
         hereof; or the Borrower shall fail to pay any interest on any Loan, or
         any other amount payable hereunder, within five days after any such
         interest or other amount becomes due in accordance with the terms
         thereof or hereof; or

<Page>

                                                                              73


                  (b) Any representation or warranty made or deemed made by the
         Borrower or any other Loan Party herein or in any other Loan Document
         or which is contained in any certificate, document or financial or
         other statement furnished by it at any time under or in connection with
         this Agreement or any such other Loan Document shall prove to have been
         incorrect in any material respect on or as of the date made or deemed
         made; or

                  (c) The Borrower or any other Loan Party shall default in the
         observance or performance of any agreement contained in subsection
         7.7(a), 7.11 or Section 8 of this Agreement; or

                  (d) The Borrower or any other Loan Party shall default in the
         observance or performance of any other agreement contained in this
         Agreement or any other Loan Document (other than as provided in
         paragraphs (a) through (c) of this Section), and such default shall
         continue unremedied for a period of 30 days after the earlier of the
         date of written notice by the Administrative Agent or date on which an
         officer of the Borrower obtains knowledge of such default; or

                  (e) The Borrower or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest of any Indebtedness or in
         the payment of any Guarantee Obligation, in either case in an
         outstanding principal amount in excess of $3,000,000, beyond the period
         of grace (not to exceed 30 days), if any, provided in the instrument or
         agreement under which such Indebtedness or Guarantee Obligation was
         created; or (ii) default in the observance or performance of any other
         agreement or condition relating to any such Indebtedness or Guarantee
         Obligation or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, in each case beyond the cure or grace period
         applicable thereto (not to exceed 30 days), if any, provided in the
         instrument or agreement under which such Indebtedness or Guarantee
         Obligation was created, the effect of which default or other event or
         condition (and such passage of the cure or grace period, if applicable)
         is to cause, or to permit the holder or holders of such Indebtedness or
         beneficiary or beneficiaries of such Guarantee Obligation (or a trustee
         or Administrative Agent on behalf of such holder or holders or
         beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity
         or such Guarantee Obligation to become payable; or

                  (f) (i) The Borrower or any of its Subsidiaries shall commence
         any case, proceeding or other action (A) under any existing or future
         law of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an
         order for relief entered with respect to it, or seeking to adjudicate
         it a bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial part of its assets, or the Borrower or
         any of its Subsidiaries shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the Borrower
         or any of its Subsidiaries any case, proceeding or other action of a
         nature referred to in clause (i) above which (A) results in the entry
         of an order for relief or any such adjudication or appointment or (B)
         remains

<Page>

                                                                              74


         undismissed, undischarged or unbonded for a period of 60 days;
         or (iii) there shall be commenced against the Borrower or any of its
         Subsidiaries any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets which results in the entry of
         an order for any such relief which shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60 days from the
         entry thereof; or (iv) the Borrower or any of its Subsidiaries shall
         take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii), or (iii) above; or (v) the Borrower or any of its
         Subsidiaries shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts as they become due; or

                  (g) (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 in favor of the PBGC or a Plan
         shall arise on the assets of the Borrower or any Commonly Controlled
         Entity, (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
         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 Insolvency or Reorganization of, 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 have a
         Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Borrower or any of its Subsidiaries involving in the aggregate a
         liability (to the extent not paid or covered by insurance) of
         $3,000,000 or more at any one time, and all such judgments or decrees
         shall not have been vacated, discharged, stayed or bonded pending
         appeal within 60 days from the entry thereof; or

                  (i) (i) Any material provision of the Security Agreements
         shall cease, for any reason, to be in full force and effect, or the
         Borrower or any other Loan Party which is a party to any of the
         Security Agreements shall so assert or (ii) the Lien created by any of
         the Security Agreements shall cease to be enforceable and of the same
         effect and priority purported to be created thereby; or

                  (j) Any guarantee under the Guarantee and Collateral Agreement
         shall cease, for any reason, to be in full force and effect or any
         Guarantor shall so assert, except in the event of a merger of
         Subsidiaries permitted hereunder if the surviving or continuing
         Subsidiary is a Guarantor or the Borrower;

                  (k) A Change of Control shall occur;
<Page>

                                                                              75


then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (f) above with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement (including,
without limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrower shall at such
time deposit in a cash collateral account opened by the Administrative Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. The Borrower hereby grants to the Administrative Agent, for the
benefit of the Issuing Lenders and the L/C Participants, a security interest in
such cash collateral to secure all obligations of the Borrower under this
Agreement and the other Loan Documents. Amounts held in such cash collateral
account shall be applied by the Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after all
such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Borrower hereunder. After all
such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder shall have been paid in full, the balance, if any, in
such cash collateral account shall be returned to the Borrower. The Borrower
shall execute and deliver to the Administrative Agent, for the account of the
Issuing Lenders and the L/C Participants, such further documents and instruments
as the Administrative Agent may request to evidence the creation and perfection
of the within security interest in such cash collateral account.

                  Except as expressly provided above in this Section 9,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived to the fullest extent permitted by applicable law.

                             SECTION 10. THE AGENTS

                  10.1 APPOINTMENT. Each Lender hereby irrevocably designates
and appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any

<Page>

                                                                              76


provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

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

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

                  10.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.

<Page>

                                                                              77


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

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

                  10.7 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their Commitment Percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time be imposed on, incurred by or asserted against
the Administrative Agent in any way relating to or arising out of, the
Commitments, this Agreement,

<Page>

                                                                              78


any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent under or in connection with
any of the foregoing; PROVIDED that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting from the Administrative Agent's gross negligence or willful
misconduct. The agreements in this subsection shall survive the payment of all
amounts payable hereunder.

                  10.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to its Loans made or renewed by it, the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any Lender and may exercise the same as though
it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall
include the Administrative Agent in its individual capacity.

                  10.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, subject to the approval by the
Borrower (which approval shall not be unreasonably withheld), whereupon such
successor Administrative Agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor Administrative Agent effective upon such appointment and approval, and
the former Administrative Agent's rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Agreement.
After any retiring Administrative Agent's resignation as Administrative Agent,
the provisions of this Section 10 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.

                  10.10 SYNDICATION AGENT.  The Syndication Agent shall not have
any duties or responsibilities hereunder in its capacity as such.

                            SECTION 11. MISCELLANEOUS

                  11.1 AMENDMENTS AND WAIVERS. Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter
into with the Borrower written amendments, supplements or modifications hereto
and to the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Borrower or any of its Subsidiaries hereunder or
thereunder or (b) waive, on such terms and conditions as the Required Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Loan Documents or any

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                                                                              79


Default or Event of Default and its consequences; PROVIDED, HOWEVER, that no
such waiver and no such amendment, supplement or modification shall (i) reduce
the amount or extend the scheduled date of maturity of any Loan or Reimbursement
Obligation or of any installment thereof, or reduce the stated rate of any
interest or fee payable hereunder or extend the scheduled date of any payment
thereof or increase the amount or extend the expiration date of any Lender's
Commitments, in each case without the consent of each affected Lender, or (ii)
amend, modify or waive any provision of this subsection or reduce the percentage
specified in the definition of Required Lenders, or consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents or release all or substantially all of
the Collateral, or release all or substantially all of the guarantors from the
guarantees, in each case without the written consent of all the Lenders, or
(iii) amend, modify or waive any provision of Section 10 without the written
consent of the then Administrative Agent or (iv) amend, modify or waive any
provision of Section 3 without the written consent of the then Issuing Lenders;
(v) amend, modify or waive any provision of subsection 4.11 without the written
consent of the Majority Facility Lenders in respect of each Facility adversely
affected thereby; or (vi) reduce the amount of Net Cash Proceeds or Excess Cash
Flow required to be applied to prepay Loans under this Agreement without the
written consent of the Majority Facility Lenders with respect to each Facility;
or (vii) amend, modify or waive any provision of subsection 2.6 without the
written consent of the Swingline Lender. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Borrower, the Lenders and the Administrative Agent. In the
case of any waiver, the Borrower, the Lenders and the Administrative Agent shall
be restored to their former position and rights hereunder and under any other
Loan Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.

                  11.2 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, return receipt requested or, in the case of
telecopy notice, when received, addressed as follows in the case of the Borrower
and the Administrative Agent, and as set forth in Schedule 1.1 in the case of
the other parties hereto, or to such other address as may be hereafter notified
by the respective parties hereto:

<Table>

         <S>                            <C>
         The Borrower:                  Aftermarket Technology Corp.
                                        One Oak Hill Center--Suite 400
                                        Westmont, Illinois 60559
                                        Attention:  Chief Financial Officer
                                        Telecopy:  630-455-0630

         with a copy to:                Gibson, Dunn & Crutcher LLP
                                        333 South Grand Street, 47th Floor
                                        Los Angeles, California 90071
                                        Attention: Bruce D. Meyer
                                        Telecopy:  213-229-7520

<Page>

                                                                              80


         The Administrative Agent:      JPMorgan Chase Bank
                                        270 Park Avenue
                                        New York, New York 10017
                                        Attention: Julie Long
                                        Telecopy: 212-270-5127

         with a copy to:                JPMorgan Chase Bank
                                        One Chase Manhattan Plaza
                                        8th Floor
                                        Administrative Agent Bank Service Group
                                        New York, New York  10081
                                        Attention: Janet Belden
                                        Telecopy: 212-552-5658

         The Issuing Bank               As set forth in such Issuing Lender's
                                        Issuing Lender Agreement
</Table>

PROVIDED that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.3, 2.5, 4.4, 4.5 or 4.6 shall not
be effective until received.

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

                  11.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

                  11.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent and each Arranger for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent in connection with the foregoing, (b) to pay or reimburse
each Lender and the Administrative Agent for all its out-of-pocket costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the reasonable fees and disbursements
of counsel to each Lender and of counsel to the Administrative Agent in
connection with the foregoing, (c) to

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                                                                              81


pay, indemnify, and hold each Lender, each Arranger and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, the other Loan Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender, each Arranger and the Administrative Agent
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan
Documents, and any such other documents, including, without limitation, any of
the foregoing relating to the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Borrower, any
of its Subsidiaries or any of the Properties (all the foregoing in this clause
(d), collectively, the "indemnified liabilities"), PROVIDED, that the Borrower
shall have no obligation hereunder to the Administrative Agent or any Lender
with respect to indemnified liabilities arising from (i) the gross negligence or
willful misconduct of the Administrative Agent or any such Lender or (ii) legal
proceedings commenced against the Administrative Agent or any such Lender by any
security holder or creditor thereof arising out of and based upon rights
afforded any such security holder or creditor solely in its capacity as such.
The agreements in this subsection 11.5 shall survive repayment of all other
amounts payable hereunder.

                  11.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Administrative Agent and their respective successors
and assigns, except that the Borrower may not assign or transfer any of its
rights or obligations under this Agreement without the prior written consent of
each Lender.

                  (b) Any Lender may, in the ordinary course of its business or
investment activities and in accordance with applicable law, at any time sell
(with the consent of the Borrower, which shall not be unreasonably withheld or
delayed) to one or more banks or other entities ("PARTICIPANTS") participating
interests in any Loan owing to such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except for those matters
specified in clauses (i) and (ii) of the proviso to subsection 11.1. The
Borrower agrees that if amounts outstanding under this Agreement are due or
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an

<Page>

                                                                              82


Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, PROVIDED that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 11.7(a) as fully as if it
were a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 4.13, 4.14 and 4.15 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it was a Lender; PROVIDED that, in the case of subsection 4.14, such
Participant shall have complied with the requirements of said subsection and
PROVIDED, FURTHER that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

                  (c) Any Lender may, in the ordinary course of its business or
investment activities and in accordance with applicable law, at any time and
from time to time assign to any Lender or any Lender Affiliate or, with the
consent of the Borrower (unless an Event of Default has occurred and is
continuing) and the Administrative Agent (which in each case shall not be
unreasonably withheld or delayed), to an additional bank, financial institution
or other Person (an "ASSIGNEE") all or any part of its rights and obligations
under this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit D, executed by such Assignee
and such assigning Lender (and, in the case of an Assignee that is not then a
Lender or a branch or an affiliate thereof, by the Borrower and the
Administrative Agent) and delivered to the Administrative Agent for its
acceptance and recording in the Register; PROVIDED that, unless otherwise agreed
by the Borrower and the Administrative Agent, (i) no such assignment to an
Assignee (other than any Lender or any Lender Affiliate) shall be in an
aggregate principal amount of less than $5,000,000 (or, in the case of the
Tranche B Term Facility and the Tranche C Term Facility, $1,000,000) and (ii)
after giving effect to such assignment, the assigning Lender shall have a
Revolving Credit Commitment and Tranche A Term Commitment, as applicable, in an
aggregate principal amount of not less than $5,000,000 each (or, in the case of
the Tranche B Term Commitment and the Tranche C Term Commitment, $1,000,000), in
the case of clauses (i) and (ii), except in the case of an assignment of all of
a Lender's interests under this Agreement. For purposes of the proviso contained
in the preceding sentence, the amount described therein shall be aggregated in
respect of each Lender and its Lender Affiliates, if any. Any such assignment
need not be ratable as among the Facilities; PROVIDED, that each assignment of
Tranche B Term Loans shall be made PRO RATA between the Tranche B-1 Term Loans
and the Tranche B-2 Term Loans of the Assignee. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Commitment as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto but shall
nonetheless continue

<Page>

                                                                              83


to be entitled to the benefits of subsections 4.13, 4.14, 4.15 and 11.5).
Notwithstanding any provision of this paragraph (c) and paragraph (e) of this
subsection, the consent of the Borrower shall not be required for any assignment
which occurs at any time when any of the Events of Default described in
subsection 9(f) shall have occurred and be continuing.

                  (d) The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in subsection 11.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "REGISTER") for the
recordation of the names and addresses of the Lenders and the Commitment of, and
the principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, each other Loan Party, the Administrative Agent and the
Lenders shall treat each Person whose name is recorded in the Register as the
owner of the Loans and any Notes evidencing the Loans recorded therein for all
purposes of this Agreement. Any assignment of any Loan, whether or not evidenced
by a Note, shall be effective only upon appropriate entries with respect thereto
being made in the Register (and each Note shall expressly so provide). Any
assignment or transfer of all or part of a Loan evidenced by a Note shall be
registered on the Register only upon surrender for registration of assignment or
transfer of the Note evidencing such Loan, accompanied by a duly executed
Assignment and Acceptance, and thereupon one or more new Notes shall be issued
to the designated Assignee.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Administrative Agent) together
with payment to the Administrative Agent of a registration and processing fee of
$3,500, the Administrative Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower. No assignment shall be
effective unless it has been recorded in the Register as provided in this
subsection 11.6(e).

                  (f) Each of the Administrative Agent and each Lender agrees to
keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as confidential
or that the Administrative Agent or such Lender reasonably should know is
confidential; PROVIDED that nothing herein shall prevent the Administrative
Agent or any Lender from disclosing any such information (a) to the
Administrative Agent, any other Lender or any Lender Affiliate, PROVIDED that
each Lender Affiliate shall be bound by the provisions of this subsection as if
it were a Lender hereunder, (b) subject to an agreement to comply with the
provisions of this Section, to any actual or prospective Transferee or any
direct or indirect counterparty to any Hedge Agreement (or any professional
advisor to such counterparty), (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors or those of any of its
affiliates, so long as the Administrative Agent or such Lender informs the
employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its affiliates, as applicable, of the confidential
nature of the information, (d) upon the request or demand of any Governmental
Authority, (e) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law,
(f) if required to do so in connection with any litigation or similar
proceeding, (g) that has been publicly disclosed (other than any public
disclosure in violation of this subsection 11.6(f)), (h) to the National
Association of

<Page>

                                                                              84


Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender's investment
portfolio in connection with ratings issued with respect to such Lender, or (i)
in connection with the exercise of any remedy hereunder or under any other Loan
Document.

                  (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection 11.6 concerning assignments
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender to any Federal Reserve Bank in accordance with applicable law.

                  (h) The Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (g) above.

                  11.7 ADJUSTMENTS; SET-OFF. (a) If any Lender (a "BENEFITTED
LENDER") shall at any time receive any payment of all or part of its Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in subsection 9(f), or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender,
if any, in respect of such other Lender's Loans, or interest thereon, such
benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender's Loan, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefitted Lender to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

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

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

<Page>

                                                                              85


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

                  11.10 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Borrower, any Guarantor, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Borrower, the
Administrative Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents. Each
of the parties hereto agrees that, with the consent of the Administrative Agent,
names of Lenders on the signature pages hereto may be added, and the information
regarding the Commitments of Lenders set forth on Schedule 1.1 may be changed,
without affecting the validity of the signature for any party hereto, and such
new Lender shall be a Lender hereunder and Schedule 1.1 shall be replaced with a
new Schedule 1.1 reflecting such changes, PROVIDED that the aggregate amount of
the Commitments set forth in Schedule 1.1 hereto may not be changed.

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

                  11.12 SUBMISSION TO JURISDICTION; WAIVERS.  The Borrower
hereby irrevocably and unconditionally:

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

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

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Borrower at its address set forth in subsection 11.2 or
         at such other address of which the Administrative Agent shall have been
         notified pursuant thereto;

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

<Page>

                                                                              86


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

                  11.13 ACKNOWLEDGEMENTS.  The Borrower hereby acknowledges
         that:

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

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

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

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

                  11.15 RELEASES OF GUARANTEES AND LIENS. (a) At such time as
the Loans, the Reimbursement Obligations and the other obligations under the
Loan Documents (other than obligations under or in respect of Hedge Agreements)
shall have been paid in full, the Commitments have been terminated and no
Letters of Credit shall be outstanding, the collateral shall be released from
the Liens created by the Security Documents, and the Security Documents and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Loan Party under the Security Documents shall
terminate, all without delivery of any instrument or performance of any act by
any Person.

                  (b) Notwithstanding anything to the contrary contained herein
or in any other Loan Document, the Administrative Agent is hereby irrevocably
authorized by each Lender (without requirement of notice to or consent of any
Lender) to take any action requested by the Borrower having the effect of
releasing any collateral from the Liens created by the Security Documents or
guarantee obligations under the Security Documents to the extent necessary to
permit consummation of any transaction permitted by any Loan Document or that
has been consented to in accordance with Section 11.1

     [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURE PAGE TO FOLLOW.]

<Page>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


                            AFTERMARKET TECHNOLOGY CORP.

                            By: /s/ Barry C. Kohn
                               ----------------------------------------
                               Name: Barry C. Kohn
                               Title: Chief Financial Officer


                            JPMORGAN CHASE BANK, as Administrative
                            Agent and as a Lender

                            By: /s/ Robert Anastasio
                               ----------------------------------------
                               Name: Robert Anastasio
                               Title: Vice President


                            CREDIT SUISSE FIRST BOSTON, as Syndication
                            Agent

                            By: /s/ Mark Gleason
                               ----------------------------------------
                               Name: Mark Gleason
                               Title: Director

                            By: /s/ James H. Lee
                               ----------------------------------------
                               Name: James H. Lee
                               Title: Associate


                            CREDIT SUISSE FIRST BOSTON, CAYMAN
                            ISLAND BRANCH, as a Lender

                            By: /s/ Mark Gleason
                               ----------------------------------------
                               Name: Mark Gleason
                               Title: Director

                            By: /s/ James H. Lee
                               ----------------------------------------
                               Name: James H. Lee
                               Title: Associate


                            First Union National Bank
                            as a Lender

                            By: /s/ Frederick E. Blumer
                               ----------------------------------------
                               Name: Frederick E. Blumer
                               Title: Vice President


                            The Bank of Nova Scotia
                            as a Lender

                            By: /s/ M. D. Smith
                               ----------------------------------------
                               Name: M. D. Smith
                               Title: Agent Operations


                            BNP Paribas as a Lender

                            By: /s/ Duane Helkowski
                               ----------------------------------------
                               Name: Duane Helkowski
                               Title: Director

                            By: /s/ Shayn March
                               ----------------------------------------
                               Name: Shayn March
                               Title: Vice President


                            The Dai-Ichi Kangyo Bank, LTD.
                            as a Lender

                            By: /s/ John Thierfelder
                               ----------------------------------------
                               Name: John Thierfelder
                               Title: Vice President


                            Bank of America, N.A., as a Lender

                            By: /s/ Jackie Tatakis
                               ----------------------------------------
                               Name: Jackie Tatakis
                               Title: Senior Vice President


                            MORGAN STANLEY SENIOR FUNDING, INC.
                            as a Lender

                            By: /s/ John B. McCann
                               ----------------------------------------
                               Name: John B. McCann
                               Title: Vice President


                            NATEXIS BANQUES POPULAIRES
                            as a Lender

                            By: /s/ Frank H. Madden, Jr
                               ----------------------------------------
                               Name: FRANK H. MADDEN, JR
                               Title: Vice President & Group Manager


                            By: /s/ Joseph A. Miller
                               ----------------------------------------
                               Name: JOSEPH A. MILLER
                               Title: Associate

<Page>

                                 SCHEDULE 1.1

                     Commitments and Addresses of Lenders

<Table>
<Caption>

------------------------------------------------------------------------------------------------------------------------
                                 Revolving            Tranche A         Tranche B-1         Tranche B-2      Tranche B
                                  Credit                 Term              Term                Term             Term
         Lender                 Commitment            Commitment        Commitment          Commitment       Commitment
------------------------------------------------------------------------------------------------------------------------
         <S>                    <C>                   <C>               <C>                 <C>              <C>
------------------------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------------------------------------------------------------
</Table>