<PAGE>

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


                                CREDIT AGREEMENT

                           Dated as of April 24, 2002

                                      among

                              ALLTRISTA CORPORATION
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and L/C Issuer,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                              as Syndication Agent,

                         NATIONAL CITY BANK OF INDIANA,
                             as Documentation Agent

                                       and

                            The Lenders Party Hereto



                         BANC OF AMERICA SECURITIES LLC

                                       and

                            CIBC WORLD MARKETS CORP.,
                                       as
                     Co-Lead Arrangers and Co-Book Managers






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




<PAGE>



                                TABLE OF CONTENTS

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                                                              ARTICLE I

                                                     DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms............................................................................................1
1.02     Other Interpretive Provisions...........................................................................28
1.03     Accounting Terms........................................................................................28
1.04     Rounding................................................................................................29
1.05     References to Agreements and Laws.......................................................................29

                                                              ARTICLE II

                                                   THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     Term Loan...............................................................................................30
2.02     Revolving Loans.........................................................................................30
2.03     Borrowings, Conversions and Continuations of Revolving Loans; Conversions and Continuations of
         Segments of the Term Loan...............................................................................30
2.04     Letters of Credit.......................................................................................32
2.05     Swing Line Loans........................................................................................39
2.06     Prepayments.............................................................................................42
2.07     Reduction or Termination of Revolving Credit Commitments................................................45
2.08     Repayment of Loans......................................................................................45
2.09     Interest................................................................................................47
2.10     Fees....................................................................................................47
2.11     Computation of Interest and Fees........................................................................48
2.12     Evidence of Debt........................................................................................48
2.13     Payments Generally......................................................................................48
2.14     Sharing of Payments.....................................................................................51

                                                               ARTICLE II A

                                                                SECURITY

2A.01    Security                   51
2A.02    Further Assurances         52
2A.03    Information Regarding Collateral........................................................................53

                                                               ARTICLE III

                                                   TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     Taxes...................................................................................................53
3.02     Illegality..............................................................................................54
3.03     Inability to Determine Rates............................................................................55
3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on........................................55
3.05     Funding Losses..........................................................................................56
3.06     Matters Applicable to all Requests for Compensation.....................................................56
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3.07     Survival................................................................................................56

                                                         ARTICLE IV

                                          CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01     Conditions of Initial Credit Extension..................................................................57
4.02     Conditions to all Credit Extensions and Conversions and Continuations...................................61

                                                          ARTICLE V

                                               REPRESENTATIONS AND WARRANTIES

5.01     Existence, Qualification and Power; Compliance with Laws................................................62
5.02     Authorization; No Contravention.........................................................................62
5.03     Governmental and Third-Party Authorization..............................................................63
5.04     Binding Effect..........................................................................................63
5.05     Financial Statements; No Material Adverse Effect........................................................63
5.06     Litigation..............................................................................................64
5.07     No Default..............................................................................................64
5.08     Ownership of Property; Liens............................................................................64
5.09     Environmental Compliance................................................................................64
5.10     Insurance...............................................................................................65
5.11     Taxes...................................................................................................65
5.12     ERISA Compliance........................................................................................65
5.13     Subsidiaries............................................................................................66
5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act..........................66
5.15     Disclosure..............................................................................................66
5.16     Intellectual Property; Licenses, Etc....................................................................66
5.17     Consummation of the Transaction.........................................................................66
5.18     Solvency................................................................................................67

                                                           ARTICLE VI

                                                     AFFIRMATIVE COVENANTS

6.01     Financial Statements....................................................................................68
6.02     Certificates; Other Information.........................................................................68
6.03     Notices.................................................................................................69
6.04     Payment of Obligations..................................................................................70
6.05     Preservation of Existence, Etc..........................................................................71
6.06     Maintenance of Properties...............................................................................71
6.07     Maintenance of Insurance................................................................................71
6.08     Compliance with Laws and Contractual Obligations........................................................71
6.09     Books and Records.......................................................................................72
6.10     Inspection Rights.......................................................................................72
6.11     Compliance with ERISA...................................................................................72

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6.12     Use of Proceeds.........................................................................................72
6.13     Maintain Principal Line of Business.....................................................................72
6.14     New Subsidiaries and Pledgors...........................................................................72
6.15     Further Assurances......................................................................................74

                                                              ARTICLE VII

                                                           NEGATIVE COVENANTS

7.01     Liens...................................................................................................75
7.02     Investments.............................................................................................76
7.03     Indebtedness............................................................................................77
7.04     Fundamental Changes.....................................................................................78
7.05     Dispositions............................................................................................78
7.06     Lease Obligations.......................................................................................79
7.07     Restricted Payments.....................................................................................79
7.08     ERISA...................................................................................................80
7.09     Change in Nature of Business............................................................................80
7.10     Transactions with Affiliates............................................................................80
7.11     Burdensome Agreements...................................................................................80
7.12     Use of Proceeds.........................................................................................80
7.13     Financial Covenants.....................................................................................81
7.14     Acquisitions............................................................................................82
7.15     Capital Expenditures....................................................................................82
7.16     Change in Fiscal Year...................................................................................83
7.17     Limitation on Cash Payment of Earn-Outs.................................................................83
7.18     Foreign Subsidiaries....................................................................................83
7.19     Subordinated Indebtedness...............................................................................83
7.20     Status of Borrower......................................................................................83
7.21     Wilbert Note............................................................................................84

                                                              ARTICLE VIII

                                                     EVENTS OF DEFAULT AND REMEDIES

8.01     Events of Default.......................................................................................84
8.02     Remedies Upon Event of Default..........................................................................86


                                                              ARTICLE IX

                                                        ADMINISTRATIVE AGENT

9.01     Appointment and Authorization of Administrative Agent...................................................86
9.02     Delegation of Duties....................................................................................87
9.03     Liability of Administrative Agent.......................................................................87
9.04     Reliance by Administrative Agent........................................................................88
9.05     Notice of Default.......................................................................................88
9.06     Credit Decision; Disclosure of Information by Administrative Agent......................................88
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9.07     Indemnification of Administrative Agent.................................................................89
9.08     Administrative Agent in its Individual Capacity.........................................................89
9.09     Successor Administrative Agent..........................................................................90
9.10     Other Agents; Lead Managers.............................................................................90


                                                              ARTICLE X

                                                            MISCELLANEOUS

10.01    Amendments, Etc.........................................................................................91
10.02    Notices and Other Communications; Facsimile Copies......................................................92
10.03    No Waiver; Cumulative Remedies..........................................................................93
10.04    Attorney Costs, Expenses and Taxes......................................................................93
10.05    Indemnification by the Borrower; Limitation of Liability................................................94
10.06    Payments Set Aside......................................................................................95
10.07    Successors and Assigns..................................................................................95
10.08    Confidentiality.........................................................................................98
10.09    Set-off.................................................................................................99
10.10    Interest Rate Limitation................................................................................99
10.11    Counterparts............................................................................................99
10.12    Integration.............................................................................................99
10.13    Survival of Representations and Warranties.............................................................100
10.14    Severability...........................................................................................100
10.15    Tax Forms..............................................................................................100
10.16    Governing Law..........................................................................................101
10.17    Waiver of Right to Trial by Jury.......................................................................101
10.18    Entire Agreement.......................................................................................102

SCHEDULES

         1.01(a)  Commitments and Pro Rata Shares
         1.01(b)  Tilia Indebtedness
         2A.03    Collateral Information
         5.02     Transaction Document Matters
         5.06     Litigation
         5.09     Environmental Matters
         5.12     ERISA Matters
         5.13     Subsidiaries and Other Equity Investments
         5.16     Intellectual Property Matters
         5.17(a)  Waived Transaction Conditions
         5.17(b)  Outstanding Transaction Conditions
         7.01     Existing Liens
         7.02     Existing Investments
         7.03     Existing Indebtedness
         7.06     Existing Leases
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                               TABLE OF CONTENTS

                                                                         Page
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         10.02    Lending Offices, Addresses for Notices


EXHIBITS
                  FORM OF
         A-1      Revolving Loan Notice
         A-2      Term Loan Interest Rate Selection Notice
         B        Swing Line Revolving Loan Notice
         C-1      Term Loan Note
         C-2      Revolving Loan Note
         C-3      Swing Line Note
         D        Compliance Certificate
         E        Assignment and Assumption
         F        Guaranty

<PAGE>


                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of April 24,
2002, among ALLTRISTA CORPORATION, a Delaware corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer, CANADIAN IMPERIAL BANK OF COMMERCE, as
Syndication Agent, and NATIONAL CITY BANK OF INDIANA, as Documentation Agent.

         The Borrower has requested that the Lenders provide a senior term loan
facility and a senior revolving credit facility, and the Lenders are willing to
do so on the terms and conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:



                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

         "Accounts Receivable Purchase Agreement" means that certain Accounts
Receivable Purchase Agreement dated as of July 25, 2000 by and between Tilia,
Inc. and Longacre Master Fund, Ltd., which agreement is assigned to the Borrower
or one of the Guarantors in connection with the Transaction.

         "Acquisition" means the acquisition of (i) a controlling equity or
other ownership interest in another Person (including the purchase of an option,
warrant or convertible or similar type security to acquire such a controlling
interest at the time it becomes exercisable by the holder thereof), whether by
purchase of such equity or other ownership interest or upon exercise of an
option or warrant for, or conversion of securities into, such equity or other
ownership interest, or (ii) assets of another Person which constitute all or any
material part of the assets of such Person or of a line or lines of business
conducted by such Person.

         "Acquisition Adjustments" means the adjustments to certain financial
terms and computations more particularly described in Section 1.03(c).

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.


<PAGE>


         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. A Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or
indirectly, power to vote 10% or more of the securities having ordinary voting
power for the election of directors or managing general partners.

         "Agent/Arranger Fee Letter" has the meaning specified in Section
2.10(b).

         "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, BAS), and
the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.

         "Aggregate Commitments" means, as at the date of determination thereof,
the sum of (a) the Aggregate Revolving Credit Commitments at such date plus (b)
the Outstanding Amount with respect to the Term Loan at such date (or, in the
event such measurement is made prior to the funding of the Term Loan pursuant to
Section 2.01, the original principal amount of the Term Loan Facility).

         "Aggregate Revolving Credit Commitments" means, as at the date of
determination thereof, the sum of all Revolving Credit Commitments of all
Lenders at such date.

         "Agreement" means this Credit Agreement.

         "Applicable Margin" means, from time to time, the following percentages
per annum, based upon the Total Leverage Ratio as set forth below:
<TABLE>
<CAPTION>

-------------- ------------------------------------------ -------------------- ------------------- ------------------
                                                            EURODOLLAR RATE
                                                           LOANS AND LETTER                         COMMITMENT FEE
PRICING LEVEL            TOTAL LEVERAGE RATIO               OF CREDIT FEES      BASE RATE LOANS
-------------- ------------------------------------------ -------------------- ------------------- ------------------
<S>            <C>                                        <C>                  <C>                  <C>
-------------- ------------------------------------------ -------------------- ------------------- ------------------
      1        Greater than 3.00 to 1.00                         2.75%               1.50%              0.500%
      2        Less than or equal to 3.00 to 1.00, but           2.50%               1.25%              0.500%
               greater than 2.50 to 1.00
      3        Less than or equal to 2.50 to 1.00, but           2.25%               1.00%              0.500%
               greater than 2.00 to 1.00

      4        Less than or equal to 2.00 to 1.00                2.00%               0.75%              0.375%
-------------- ------------------------------------------ -------------------- ------------------- ------------------
</TABLE>

         The Applicable Margin shall be established at the end of each fiscal
quarter of the Borrower (each, a "Determination Date"). Any change in the
Applicable Margin following each Determination Date shall be determined based
upon the computation of the Total Leverage Ratio set forth in each Compliance
Certificate furnished to the Administrative Agent pursuant to



                                       2
<PAGE>


Section 6.02(b), subject to review and approval of such computation by the
Administrative Agent, and shall be effective commencing on the third Business
Day following the date such certificate is received until the third Business Day
following the date on which a new certificate is delivered or is required to be
delivered, whichever shall first occur. From the Closing Date to the third
Business Day following the date the certificate referred to in the preceding
sentence for the fiscal period ended as at the first Determination Date is
delivered or is required to be delivered (whichever shall first occur), the
Applicable Margin shall be Pricing Level 1. Notwithstanding the provisions of
the two preceding sentences, if the Borrower shall fail to deliver any such
certificate within the time period required by Section 6.02(b), then the
Applicable Margin shall be Pricing Level 1 from the date such certificate was
due until the third Business Day following the date the appropriate certificate
is so delivered.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Arrangers" means BAS and CIBC World Markets Corp., each in its
respective capacity as co-lead arranger and co-book manager.

         "Asset Purchase Agreement" means that certain Asset Purchase Agreement
dated as of March 28, 2002, by and among the Sellers, Andrew H. Schilling and
the Borrower, including all exhibits and schedules thereto, as amended by
Amendment No. 1 dated as of April 24, 2002.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all reasonable fees and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2001, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Bank of America" means Bank of America, N.A.

         "BAS" means Banc of America Securities LLC.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
Applicable Margin plus the higher of (a) the Federal Funds Rate plus 1/2 of 1%
and (b) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its "prime



                                       3
<PAGE>


rate." Such prime rate is a rate set by Bank of America based upon various
factors including Bank of America's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced prime rate. Any
change in such prime rate announced by Bank of America shall take effect at the
opening of business on the day specified in the public announcement of such
change.

         "Base Rate Loan" means a Loan (including a Segment) bearing interest or
to bear interest at the Base Rate.

         "Base Rate Segment" means a Segment bearing interest or to bear
interest at the Base Rate.

         "Borrower" has the meaning set forth in the introductory paragraph
hereto.

         "Borrowing" means any of (i) the borrowing under the Term Loan
Facility, (ii) a Revolving Borrowing or (iii) a Swing Line Borrowing, as the
context may require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized or required to close under the Laws of,
or are in fact closed in, the state where the Administrative Agent's Office is
located and, if such day relates to any Eurodollar Rate Loan, means any such day
on which dealings in deposits in Dollars are conducted by and between banks in
the London interbank market.

         "Capital Expenditures" means, with respect to the Borrower and its
Subsidiaries, for any period the sum of (without duplication) (i) all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower or
any Subsidiary during such period for items that are capitalized that would be
classified as "property, plant or equipment" or comparable items on the
consolidated balance sheet of the Borrower and its Subsidiaries, including
without limitation all transactional costs incurred in connection with such
expenditures provided the same have been capitalized, excluding, however, the
amount of any Capital Expenditures paid for with proceeds of casualty insurance
as evidenced in writing and submitted to the Administrative Agent together with
any Compliance Certificate delivered pursuant to Section 6.02(b), and (ii) with
respect to any Capital Lease entered into by the Borrower or its Subsidiaries
during such period, the present value of the lease payments due under such
Capital Lease over the term of such Capital Lease applying a discount rate equal
to the interest rate provided in such lease (or in the absence of a stated
interest rate, that rate used in the preparation of the financial statements
described in Section 6.01), all the foregoing in accordance with GAAP.

         "Capital Leases" means all leases which have been or should be
capitalized in accordance with GAAP as in effect from time to time including
Statement No. 13 of the Financial Accounting Standards Board and any successor
thereof.

         "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations plus all fees accrued or to be incurred in
connection therewith, cash, deposit accounts and all balances therein, in an
amount not less than the sum of such L/C Obligations and fees and all proceeds
of the foregoing pursuant to documentation in form and substance satisfactory to
the


                                       4
<PAGE>


Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders) and to take all such other action as shall be necessary for the
Administrative Agent to have "control" thereof within the meaning of the Uniform
Commercial Code applicable thereto. Derivatives of such term shall have
corresponding meaning. The Borrower hereby grants the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and
deposit account balances. Cash collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America or other institutions
satisfactory to it.

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), but
         excluding (x) any employee benefit plan of such person or its
         subsidiaries, and any person or entity acting in its capacity as
         trustee, agent or other fiduciary or administrator of any such plan,
         and (y) Marlin Partners II, LP, Martin Franklin, Ian Ashken or any of
         them or any Person the Equity Securities of which are wholly owned by
         any of them (whether or not constituting a "group" for this purpose),
         becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
         under the Securities Exchange Act of 1934, except that a person or
         group shall be deemed to have "beneficial ownership" of all securities
         that such person or group has the right to acquire (such right, an
         "option right"), whether such right is exercisable immediately or only
         after the passage of time), directly or indirectly, of 30% or more of
         the Equity Securities of such Person entitled to vote for members of
         the board of directors or equivalent governing body of such Person on a
         fully diluted basis (i.e., taking into account all such securities that
         such person or group has the right to acquire pursuant to any option
         right); or

                  (b) during any period of 12 consecutive months, a majority of
         the members of the board of directors or other equivalent governing
         body of such Person cease to be composed of individuals (who qualify
         under any one of the following) (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body; or

                  (c) Martin Franklin and Ian Ashken cease to hold executive
         management positions with the Borrower, unless either or both of them
         has been replaced in any such executive management position with a
         Person approved by the Required Lenders (including any successive
         approved replacements).

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).


                                       5
<PAGE>


         "Code" means the Internal Revenue Code of 1986, as amended, and all
regulations issued pursuant thereto.

         "Collateral" means, collectively, all property of the Borrower, any
Subsidiary or any other Person in which the Administrative Agent or any Lender
is granted a Lien under any Security Instrument as security for all or any
portion of the Obligations or any other obligation arising under any Loan
Document.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit D.

         "Consolidated Current Assets" means all assets of the Borrower and its
Subsidiaries (other than cash and cash equivalents) which would be classified as
a current asset, all determined on a consolidated basis in accordance with GAAP.

         "Consolidated Current Liabilities" means all liabilities of the
Borrower and its Subsidiaries which by their terms are payable within one year
(but excluding all Consolidated Funded Indebtedness payable on demand or
maturing not more than one year from the date of computation and the current
portion of Indebtedness having a maturity date in excess of one year), all
determined on a consolidated basis in accordance with GAAP.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries, an amount equal to the sum of (a) Consolidated Net Income (net of
up to $10,000,000 of nonrecurring gains not otherwise excluded in the
calculation of Consolidated Net Income as used in this definition), (b)
Consolidated Interest Charges, (c) the amount of taxes, based on or measured by
income, used or included in determining such Consolidated Net Income, (d) the
amount of depreciation and amortization expense deducted in determining such
Consolidated Net Income, (e) the amount of nonrecurring expenses incurred after
the Closing Date and during such period not to exceed $10,000,000, and (f) for
any period including the first fiscal quarter of the Borrower in 2002, the
amount of special charges (credits) and reorganization expenses not to exceed
$6,126,000, all determined on a consolidated basis in accordance with GAAP,
subject (in connection with the calculation of the Senior Leverage Ratio and the
Total Leverage Ratio only) to Acquisition Adjustments and pro forma historical
adjustments for the TriEnda Disposition.

         "Consolidated Fixed Charges" means, with respect to the Borrower and
its Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the sum of, without duplication, (i) Consolidated Interest Charges, and
(ii) scheduled payments of Consolidated Funded Indebtedness (including without
limitation Consolidated Funded Indebtedness consisting of the Seller Notes), all
determined on a consolidated basis in accordance with GAAP.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of, without duplication, (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, including without
limitation all direct or Contingent Obligations of such Person arising under
letters of credit (including standby and commercial), bankers' acceptances, bank
guaranties, surety bonds and similar instruments, (b) all obligations of such
Person to pay the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business), (c) Attributable
Indebtedness in



                                       6
<PAGE>


respect of Capital Leases and Synthetic Lease Obligations, and (d) without
duplication, all Contingent Obligations with respect to Indebtedness of the
types specified in subsections (a), (b) and (c) above of Persons other than the
Borrower or any Subsidiary, all of (a), (b), (c) and (d) above determined on a
consolidated basis (as consolidated basis is determined in accordance with
GAAP). For all purposes hereof, the Consolidated Funded Indebtedness of the
Borrower or any Subsidiary shall include the foregoing Indebtedness in (a), (b),
(c) and (d) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or a limited liability company) in which
the Borrower or any Subsidiary is a general partner or joint venturer, unless
such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries, the sum of, without duplication, (a) all interest, premium
payments, commissions, fees, charges and related expenses of the Borrower and
its Subsidiaries in connection with Indebtedness (including capitalized
interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP, (b) the portion
of rent expense of the Borrower and its Subsidiaries with respect to such period
under Capital Leases that is treated as interest in accordance with GAAP and (c)
the amount of payments in respect of Synthetic Lease Obligations that are in the
nature of interest, all of (a), (b) and (c) above determined on a consolidated
basis (as consolidated basis is determined in accordance with GAAP).

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries, the net income of the Borrower and its Subsidiaries from
continuing operations without giving effect to extraordinary net gains (except
for the purpose of determining Consolidated Net Income as used in the
computation of Excess Cash Flow and the computation set forth in Section
7.13(a)) or extraordinary net losses, but excluding from the determination of
such net income (except for the purpose of determining Consolidated Net Income
as used in the computation set forth in Section 7.13(a)) gains or losses from
Dispositions of assets (other than in the ordinary course of business) whether
or not extraordinary for that period, all determined on a consolidated basis in
accordance with GAAP.

         "Consolidated Net Worth" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, Stockholders' Equity
of the Borrower and its Subsidiaries on that date.

         "Consolidated Senior Indebtedness" means, as of any date on which the
amount thereof is to be determined, the aggregate principal amount of all
Consolidated Funded Indebtedness outstanding as of such date minus, to the
extent otherwise included in Consolidated Funded Indebtedness, the aggregate
principal amount of all Subordinated Indebtedness outstanding as of such date.

         "Consolidated Total Assets" means, as of any date on which the amount
thereof is to be determined, the net book value of all assets of the Borrower
and its Subsidiaries as determined on a consolidated basis in accordance with
GAAP.

         "Consolidated Working Capital" means, as of any date on which the
amount thereof is to be determined, the excess of Consolidated Current Assets
over Consolidated Current Liabilities.



                                       7
<PAGE>


         "Contingent Obligation" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring or holding harmless in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith.

         "Continuation" and "Continue" mean, with respect to any Eurodollar Rate
Loan, the continuation of such Eurodollar Rate Loan as a Eurodollar Rate Loan on
the last day of the Interest Period for such Loan.

         "Contractual Obligation" means, 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.

         "Conversion" and "Convert" mean the conversion of a Loan from one Type
to another Type.

         "Cost of Acquisition" means, with respect to any Acquisition, as at the
date of entering into any agreement therefor, the sum of the following (without
duplication): (i) the value of the capital stock, warrants or options to acquire
capital stock of the Borrower or any Subsidiary to be transferred in connection
therewith, (ii) the amount of any cash and fair market value of other property
(excluding property described in clause (i) and the unpaid principal amount of
any debt instrument) given as consideration, (iii) the amount (determined by
using the face amount or the amount payable at maturity, whichever is greater)
of any Indebtedness incurred, assumed or acquired by the Borrower or any
Subsidiary in connection with such Acquisition, (iv) all additional purchase
price amounts in the form of earnouts and other contingent obligations that
should be recorded on the financial statements of the Borrower and its
Subsidiaries in accordance with GAAP, (v) all amounts paid in respect of
covenants not to compete, consulting agreements that should be recorded on
financial statements of the Borrower and its Subsidiaries in accordance with
GAAP, (vi) the aggregate fair market value of all other consideration given by
the Borrower or any Subsidiary in connection with such Acquisition, and (vii)
out-of-pocket transaction costs for the services and expenses of attorneys,
accountants and other consultants incurred in effecting such transaction, and
other similar transaction costs so incurred and



                                       8
<PAGE>


capitalized in accordance with GAAP. For purposes of determining the Cost of
Acquisition for any transaction, the capital stock of the Borrower shall be
valued (I) in the case of capital stock that is then designated as a national
market system security by the National Association of Securities Dealers, Inc.
("NASDAQ") or is listed on a national securities exchange, the average of the
last reported bid and ask quotations or the last prices reported thereon, and
(II) with respect to any other shares of capital stock, as determined by the
Board of Directors of the Borrower and, if requested by the Administrative
Agent, determined to be a reasonable valuation by the independent public
accountants referred to in Section 6.01(a).

         "Credit Extension" means each of a Borrowing or an L/C Credit
Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         "Default" means any event or circumstance that, with the giving of any
notice, the passage of time, or both, would be an Event of Default.

         "Default Rate" means an interest rate equal to the Base Rate plus 2%
per annum or, if lesser, the maximum rate permitted by applicable Laws;
provided, however, that with respect to Eurodollar Rate Loans, until the end of
the Interest Period during which the Default Rate is first applicable, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and
thereafter, the Base Rate plus 2% per annum, or in each case if lesser, the
maximum rate permitted by applicable Laws.

         "Defaulting Lender" means, at any time of determination thereof, any
Lender that has failed to fund any portion of the Revolving Loans, the Term
Loan, participations in L/C Obligations or participations in Swing Line Loans
required to be funded by it hereunder, except to the extent that any such
failure to fund is based on a good-faith dispute about such Lender's obligation
so to fund, of which dispute the Administrative Agent has been informed in
writing in reasonable detail.

         "Direct Foreign Subsidiary" means a Subsidiary other than a Domestic
Subsidiary a majority of whose Voting Securities, or a majority of whose
Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

         "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

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

         "Domestic Subsidiary" means any Subsidiary of the Borrower organized
under the laws of the United States of America, any state or territory thereof
or the District of Columbia.



                                       9
<PAGE>


         "Earn-Out" means the obligation of the Borrower or any of its
Subsidiaries or Affiliates to pay, after the initial closing of the Transaction,
any amount in the form or nature of post-closing contingent consideration to the
Sellers or Xeme Capital Corporation, a Cook Islands entity (or any of their
respective assignees), pursuant to Section 3.2 of the Asset Purchase Agreement
or any other provision of any Transaction Document.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless a Default or Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Eligible Securities" means the following obligations and any other
obligations previously approved in writing by the Administrative Agent:


                  (a) Government Securities;

                  (b) obligations of any corporation organized under the laws of
         any state of the United States of America or under the laws of any
         other nation, payable in the United States of America, expressed to
         mature not later than 92 days following the date of issuance thereof
         and rated in an investment grade rating category by S&P and Moody's;

                  (c) interest bearing demand or time deposits issued by any
         Lender or certificates of deposit maturing within one year from the
         date of issuance thereof and issued by a bank or trust company
         organized under the laws of the United States or of any state thereof
         having capital surplus and undivided profits aggregating at least
         $400,000,000 and being rated "A" or better by S&P or "A" or better by
         Moody's; and

                  (d) Repurchase Agreements.

         "Environmental Laws" means all Laws relating to environmental matters
applicable to any property.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any of its Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "Equity Securities" means, with respect to any Person at any time,
equity securities issued by such Person, including without limitation any
security not constituting Indebtedness exchangeable, exercisable or convertible
for or into equity securities of such Person both at the



                                       10
<PAGE>


time of issuance of such equity security and at the time of each such exchange,
exercise or conversion which results in the receipt of Net Proceeds therefrom by
such Person.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
all regulations issued pursuant thereto.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which could reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

         "Escrow Agreement" means, individually or collectively as the context
may indicate, each of the Long Term Escrow Agreement (as defined in the Asset
Purchase Agreement) and the Sellers' Escrow Agreement (as defined in the Asset
Purchase Agreement), each of which is executed in connection with, and attached
as Exhibit B-2 and Exhibit B-1 respectively to, the Asset Purchase Agreement.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by Administrative Agent
pursuant to the following formula:

                                     Interbank Offered Rate
         Eurodollar Rate =   ------------------------------------
                             1.00 - Eurodollar Reserve Percentage

                  Where "Interbank Offered Rate" means, for such Interest
        Period:

                  (i) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or



                                       11
<PAGE>


                  (ii) if the rate referenced in the preceding subsection (a)
         does not appear on such page or service or such page or service shall
         not be available, the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate on such other page or
         other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (iii) if the rates referenced in the preceding subsections (a)
         and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Rate Loan being
         made, Continued or Converted by Bank of America in its capacity as a
         Lender and with a term equivalent to such Interest Period would be
         offered by Bank of America's London Branch or London Affiliate to major
         banks in the London interbank eurodollar market at their request at
         approximately 11:00 a.m. (London time) two Business Days prior to the
         first day of such Interest Period.

         The determination of the Eurodollar Rate by the Administrative Agent
shall be conclusive in the absence of manifest error.

         "Eurodollar Rate Loan" means a Loan (including a Segment) bearing
interest or to bear interest at the Eurodollar Rate.

         "Eurodollar Rate Segment" means a Segment bearing interest or to bear
interest at the Eurodollar Rate.

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage. The
determination of the Eurodollar Reserve Percentage by the Administrative Agent
shall be conclusive in the absence of manifest error.

         "Event of Default" means any of the events or circumstances specified
in Article VIII.

         "Excess Cash Flow" means, with respect to the Borrower and its
Subsidiaries for any fiscal year, the difference of (i) Consolidated EBITDA for
such period (including therein any net gain or loss, as applicable, of an
extraordinary nature otherwise excluded from the calculation thereof in the
definition of "Consolidated Net Income"), minus (ii) the sum of (A) the change
in Consolidated Working Capital as at the end of such fiscal year; provided the
positive change in Consolidated Working Capital shall not exceed $10,000,000 for
any fiscal year; plus (B) Capital Expenditures for such period plus (C)
Consolidated Fixed Charges for such period plus (D) taxes paid in cash during
such period plus (E) the aggregate amount of any optional prepayments made



                                       12
<PAGE>



by the Borrower pursuant to Section 2.06 hereof during such period, the
aggregate amount of prepayments made in connection with required reductions of
the Aggregate Revolving Credit Commitment during such period and the aggregate
amount of required repayments of principal of the Term Loan during such period.

         "Exchange Notes" has the meaning given to such term in the Subordinated
Indenture.

         "Exchange Offer" has the meaning given to such term in the Subordinated
Indenture.

         "Executive Loan Program" means the Alltrista Corporation 2002 Executive
Loan Program effective January 2, 2002, pursuant to which the Borrower may make
loans to executive officers of the Borrower solely for the purpose of financing
exercises by such executive officers of incentive stock options and
non-qualified stock options granted under various stock options plans maintained
by the Borrower, as amended from time to time except without giving effect to
any amendment to the limited stated purpose for which such loans can be made and
their proceeds used.

         "Existing Credit Facility" means that certain Credit Agreement dated as
of April 26, 1999 among the Borrower, the lenders named therein and Bank One
Indiana, N.A. (as successor by merger to NBD Bank, N.A.), as agent, as amended
through the Closing Date.


         "Facility Share" means, with respect to each Lender at any date of
computation thereof, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by the sum of (i) the Revolving Credit
Commitment of such Lender on such date and (ii) such Lender's Pro Rata Term
Share (expressed in Dollars) of the Outstanding Amount of the Term Loan on such
date; provided that if the Aggregate Revolving Credit Commitments have been
terminated at such time, then the Facility Share of each Lender shall be
determined based on the Facility Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to Section 10.07.

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

         "Fixed Charge Ratio" means, with respect to the Borrower and its
Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the ratio of (i) Consolidated EBITDA minus (without duplication)
Capital Expenditures minus (without duplication) taxes paid in cash for such
period to (ii) Consolidated Fixed Charges for such period; provided that
notwithstanding anything to the contrary in the relevant definitions or in the
definition of Four-Quarter Period, the elements of the Fixed Charge Ratio
(including Consolidated EBITDA, Capital Expenditures, taxes and Consolidated
Fixed Charges) shall be computed (a) for the period ending closest to September
30, 2002, for the two most recent full consecutive fiscal



                                       13
<PAGE>


quarters of the Borrower and its Subsidiaries, taken together as one accounting
period, times two, and (b) for the period ending December 31, 2002, the three
most recent full consecutive fiscal quarters of the Borrower and its
Subsidiaries, taken together as one accounting period, times four-thirds (4/3).

         "Foreign Lender" has the meaning specified in Section 10.15(a).

         "Four-Quarter Period" means a period of four full consecutive fiscal
quarters of the Borrower and its Subsidiaries, taken together as one accounting
period.

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

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

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied.

         "Government Securities" means direct obligations of, or obligations the
timely payment of principal and interest on which are fully and unconditionally
guaranteed by, the United States of America.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity (other than one performing solely a commercial
function) owned or controlled, through stock or capital ownership or otherwise,
by any of the foregoing.

         "Guarantors" means, collectively or individually as the context may
indicate, each of the Domestic Subsidiaries of the Borrower at the Closing Date
and each other Person who becomes a party to the Guaranty (including by
execution of a Guaranty Joinder Agreement).

         "Guaranty" means that certain Guaranty Agreement dated as of the date
hereof among the Guarantors and the Administrative Agent substantially in the
form of Exhibit F, as supplemented from time to time by the execution and
delivery of Guaranty Joinder Agreements pursuant to Section 6.14, as from time
to time the same may be otherwise supplemented or amended, modified, amended and
restated or replaced.

         "Guaranty Joinder Agreement" means each Guaranty Joinder Agreement,
substantially in the form thereof attached to the Guaranty, executed and
delivered by a Guarantor to the



                                       14
<PAGE>


Administrative Agent pursuant to Section 6.14, as amended, modified,
supplemented, amended and restated or replaced.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature, the generation, handling,
storage, transportation, disposal, treatment, release, discharge or emission of
which is subject to any Environmental Law.

         "Honor Date" has the meaning set forth in Section 2.04(c)(i).

         "Indebtedness" means, as to any Person at a particular time, all of the
following without duplication, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                  (b) all direct or Contingent Obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties, surety bonds and similar
         instruments;

                  (c) net obligations under any Swap Contract in an amount equal
         to the Swap Termination Value thereof;

                  (d) all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business);

                  (e) indebtedness (excluding prepaid interest thereon) secured
         by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (f) Capital Leases and Synthetic Lease Obligations; and

                  (g) all Contingent Obligations of such Person in respect of
         any of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any Capital Lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

         "Indemnified Liabilities" has the meaning set forth in Section 10.05.


                                       15
<PAGE>


         "Indemnitees" has the meaning set forth in Section 10.05.

         "Intellectual Property" means trademarks and service marks (whether
registered or unregistered) and trade names; patents (including any
continuations, continuations in part, renewals and applications for any of the
foregoing); copyrights (including any registrations and applications therefor
and whether registered or unregistered); computer programs, including any and
all software implementations of algorithms, models and methodologies, whether in
source code or object code, databases, including any and all collections of
data, whether machine readable or otherwise (but excluding off-the-shelf
software or software subject to shrink-wrap or click-wrap licenses); original
works of authorship; mask works; technology; trade secrets, know-how,
proprietary processes, formulae, algorithms, models, user interfaces,
inventions, discoveries, concepts, ideas, techniques, methods, source codes,
object codes, methodologies and, with respect to all of the foregoing, related
confidential data or information and any licenses of the foregoing; but
excluding any limited copyright license or permission from authors, publishers
or other parties to use material in the Borrower's or a Subsidiary's products
that have no future payment obligations.

         "Interbank Offered Rate" has the meaning therefor set forth in the
definition of Eurodollar Rate.

         "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the
last day of the relevant Interest Period, any date that such Loan is prepaid or
Converted, in whole or in part, and the Revolving Credit Maturity Date or Term
Loan Maturity Date, as applicable; provided, however, that if any Interest
Period for a Eurodollar Rate Loan exceeds three months, interest shall also be
paid on the Business Day which falls every three months after the beginning of
such Interest Period; and (b) as to any Base Rate Loan or Swing Line Loan, the
last Business Day of each March, June, September and December and the Revolving
Credit Maturity Date or Term Loan Maturity Date, as applicable; provided,
further, that interest accruing at the Default Rate shall be payable from time
to time upon demand of the Administrative Agent.

         "Interest Period" means, for each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or on the date any
Loan is Continued as or Converted into a Eurodollar Rate Loan, and ending, in
each case, on the date which is one, two, three or six months thereafter, as
selected by the Borrower in its Revolving Loan Notice or Term Loan Interest Rate
Selection Notice, provided that:

                  (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless such Business Day falls in another calendar month, in which
         case such Interest Period shall end on the next preceding Business Day;

                  (ii) any Interest Period 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 the calendar month at the
         end of such Interest Period; and

                  (iii)no Interest Period shall extend beyond the Stated
         Maturity Date.



                                       16
<PAGE>


         "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, but including subsequent amounts of
Investments in the same Person at the time such amount is actually invested,
whether pursuant to earnouts, working capital adjustments or other contractual
obligations, or otherwise.

         "IP Security Agreement" means the Intellectual Property Security
Agreement dated as of the date hereof by the Borrower and one or more of the
Guarantors to the Administrative Agent, as supplemented from time to time by the
execution and delivery of IP Security Joinder Agreements pursuant to Section
6.14, as the same may be otherwise supplemented or amended, modified, amended
and restated or replaced.

         "IP Security Joinder Agreement" means each Intellectual Property
Security Joinder Agreement, substantially in the form thereof attached to the IP
Security Agreement, executed and delivered by a Guarantor or any other Person to
the Administrative Agent pursuant to Section 6.14, as amended, modified,
supplemented, amended and restated or replaced.

         "IRS" means the United States Internal Revenue Service and any
successor governmental agency performing a similar function.

         "Joinder Agreements" means, collectively, Guaranty Joinder Agreements,
the Pledge Joinder Agreements, the IP Security Joinder Agreements and the
Security Joinder Agreements.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata
Revolving Share as set forth in Section 2.04(c).

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.



                                       17
<PAGE>


         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Stated Maturity Date (or, if such day is not a Business Day, the
next preceding Business Day).

         "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Credit Commitments and $10,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving Credit
Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable Laws of any jurisdiction) of or in
property securing any obligation to, or a claim by a Person other than the owner
of such property, whether statutory, by contract or otherwise, including the
interest of a purchaser of accounts receivable.

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan, the Term Loan or a Swing Line Loan,
including any Segment.

         "Loan Documents" means this Agreement, each Note, the Guaranty
(including the Guaranty Joinder Agreements), each Security Instrument, the
Agent/Arranger Fee Letter, each Revolving Loan Notice, Term Loan Interest Rate
Selection Notice, each Letter of Credit Application and each Compliance
Certificate, and all other instruments and documents heretofore or hereafter
executed or delivered to or in favor of any Lender or the Administrative Agent
in connection with the Loans made and transactions contemplated by this
Agreement.

         "Loan Parties" means, collectively, the Borrower, each Guarantor and
each other Person providing Collateral pursuant to any Security Instrument.



                                       18
<PAGE>


         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, properties,
condition (financial or otherwise), liabilities (actual or contingent) or
prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material
impairment of (i) the ability of any Loan Party to pay or perform its
obligations under any Loan Document to which it is a party or (ii) the ability
of any party to any of the Transaction Documents to pay or perform its
obligations thereunder; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability (i) against any Loan Party of any
Loan Document to which it is a party or (ii) against any party to any
Transaction Document of such Transaction Document.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         "Net Proceeds" means, from any public or private offering of any
security, cash payments received by the Borrower or any Subsidiary therefrom as
and when received, net of all legal, accounting, banking and underwriting fees
and expenses, commissions, discounts and other issuance expenses incurred in
connection therewith and all taxes required to be paid or accrued as a
consequence of such issuance.

         "Notes" means, collectively, the Revolving Loan Notes, the Term Loan
Notes and the Swing Line Note.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of the Borrower arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against the
Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws; (b) with respect to
any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation with the secretary of state or other department in the state of its
formation and all certificates and articles issued thereto by such secretary of
state or other department, in each case as amended from time to time.

         "Organizational Action" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
any corporate, organizational or partnership action (including any required
shareholder, member or partner action), or other similar official action, as
applicable, taken by such entity.



                                       19
<PAGE>


         "Other Taxes" has the meaning therefor set forth in Section 3.01(b).

         "Outstanding Amount" means (i) with respect to the Term Loan on any
date, the aggregate outstanding principal amount thereof after giving effect to
the Borrowing of the Term Loan on the Closing Date and any prepayments or
repayments of the Term Loan (or any Segment) occurring on such date, (ii) with
respect to Revolving Loans and Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Revolving Loans and Swing Line Loans, as the case
may be, occurring on such date; and (iii) with respect to any L/C Obligations on
any date, the amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes to the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements of outstanding unpaid drawings under any Letters of Credit
or any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

         "Permitted Acquisition" means any Acquisition that is permitted by the
terms of Section 7.14.

         "Permitted Liens" has the meaning set forth in Section 7.01.

         "Permitted Business" means any business in which the Borrower and its
Subsidiaries were engaged on the Closing Date (after giving effect to the
Transaction), any other business in the consumer products industry, including
without limitation food products, and any business reasonably related or
complementary thereto.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         "Pledge Agreement" means that certain Securities Pledge Agreement dated
as of the date hereof among the Borrower, certain Guarantors and the
Administrative Agent, as supplemented from time to time by the execution and
delivery of Pledge Joinder Agreements pursuant to Sections 6.14, as the same may
be otherwise supplemented (including by Pledge Agreement Supplement) or amended,
modified, amended and restated or replaced.



                                       20
<PAGE>


         "Pledge Agreement Supplement" means the Pledge Agreement Supplement in
the form affixed as an exhibit to the Pledge Agreement.

         "Pledged Interests" means (a) with respect to Direct Foreign
Subsidiaries, 65% of the Voting Securities (or if the Borrower and its
Subsidiaries shall own less than 65%, then all of the Voting Securities owned by
them), and 100% of all other Subsidiary Securities, of each Direct Foreign
Subsidiary, and (b) with respect to Domestic Subsidiaries, all of the Subsidiary
Securities of each Domestic Subsidiary.

         "Pledge Joinder Agreement" means each Pledge Joinder Agreement,
substantially in the form thereof attached to the Pledge Agreement, executed and
delivered by a Guarantor to the Administrative Agent pursuant to Section 6.14,
as amended, modified, supplemented, amended and restated or replaced.

         "Post-Closing Agreement" has the meaning set forth in Section
4.01(a)(y).

         "Pro Rata Revolving Share" means, with respect to each Lender at any
time, a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the Revolving Credit Commitment
of such Lender at such time and the denominator of which is the amount of the
Aggregate Revolving Credit Commitments at such time; provided that if the
Aggregate Revolving Credit Commitments have been terminated at such time, then
the Pro Rata Revolving Share of each Lender shall be (x) with respect to the
distribution of payments to such Lender, the percentage (carried out to the
ninth decimal place) of the aggregate Outstanding Amount that is held by such
Lender (with the aggregate amount of each Lender's funded participations in L/C
Obligations and Swing Line Loans being deemed "held" by such Lender for this
purpose), and (y) for all other purposes, determined based on the Pro Rata
Revolving Share of such Lender immediately prior to such termination and after
giving effect to any subsequent assignments made pursuant to Section 10.07. The
initial Pro Rata Revolving Share of each Lender is set forth opposite the name
of such Lender on Schedule 1.01(a) or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable.

         "Pro Rata Term Share" means, with respect to each Lender, the
percentage (carried out to the ninth decimal place) of the principal amount of
the Term Loan funded by such Lender after giving effect to any subsequent
assignments made pursuant to Section 10.07. The initial Pro Rata Term Share of
each Lender is set forth opposite the name of such Lender on Schedule 1.01(a) or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

         "Register" has the meaning set forth in Section 10.07(c).

         "Related Swap Contract" means all Swap Contracts which are entered into
or maintained with a Lender or Affiliate of a Lender in connection with
Indebtedness of the Borrower arising under the Loan Documents or the
Subordinated Indenture and which are not prohibited by the express terms of the
Loan Documents.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.



                                       21
<PAGE>


         "Repurchase Agreement" means a repurchase agreement entered into with
(i) any financial institution whose debt obligations are rated "A" by either of
S&P or Moody's or whose commercial paper is rated "A-1" by S&P or "P-1" by
Moody's, or (ii) any Lender.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, at any time after the
Aggregate Revolving Credit Commitments have been terminated, Lenders holding in
the aggregate more than 50% of the Total Outstandings (with the aggregate amount
of each Lender's risk participations and funded participations in L/C
Obligations and Swing Line Loans being deemed "held" by such Lender for purposes
of this definition); provided that the Commitment of, and the portion of the
Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
vice president, chief financial officer or treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate and/or other action of such Loan Party and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, as to Eurodollar Rate Loans, having the
same Interest Period made by each of the Lenders pursuant to Section 2.02.

         "Revolving Credit Commitment" means, as to each Lender, its obligation
to (a) make Revolving Loans to the Borrower pursuant to Section 2.02, (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender's name on Schedule
1.01(a), as such amount may be reduced or adjusted from time to time in
accordance with this Agreement.

         "Revolving Credit Facility" means the facility described in Section
2.02 providing for Revolving Loans to the Borrower by the Lenders in the maximum
aggregate principal amount at any time outstanding of $50,000,000, as reduced
from time to time pursuant to the terms of this Agreement.

         "Revolving Credit Maturity Date" means (a) the Stated Maturity Date, or
(b) such earlier date upon which the Aggregate Revolving Credit Commitments may
be terminated in accordance with the terms hereof.



                                       22
<PAGE>


         "Revolving Loan" means a Base Rate Loan or a Eurodollar Rate Loan made
to the Borrower by a Lender in accordance with its Pro Rata Revolving Share
pursuant to Section 2.02, except as otherwise provided herein.

         "Revolving Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially
in the form of Exhibit C-2.

         "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing,
(b) a Conversion of Revolving Loans, or (c) a Continuation of Revolving Loans as
the same Type, pursuant to Section 2.03(a), which, if in writing, shall be
substantially in the form of Exhibit A-1.

         "S&P" means Standard & Poor's Ratings  Services,  a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "Same Day Funds" means immediately available funds.

         "Secured Parties" means, collectively, with respect to each of the
Security Instruments, the Administrative Agent, the Lenders and such other
Persons for whose benefit the Lien thereunder is conferred, as therein provided.

         "Security Agreement" means the Security Agreement dated as of the date
hereof by the Borrower and one or more of the Guarantors to the Administrative
Agent for the benefit of the Secured Parties, as supplemented from time to time
by the execution and delivery of Security Joinder Agreements pursuant to Section
6.14, as the same may be otherwise supplemented or amended, modified, amended
and restated or replaced.

         "Security Instruments" means, collectively or individually as the
context may indicate, the Pledge Agreement (including the Pledge Joinder
Agreements and the Pledge Agreement Supplements), the Security Agreement
(including the Security Joinder Agreements), the IP Security Agreement
(including the IP Security Joinder Agreements), and all other agreements
(including control agreements), instruments and other documents, whether now
existing or hereafter in effect, pursuant to which the Borrower or any
Subsidiary or other Person shall grant or convey to the Administrative Agent or
the Lenders a Lien in, or any other Person shall acknowledge any such Lien in,
property as security for all or any portion of the Obligations or any other
obligation under any Loan Document, as any of them may be amended, modified or
supplemented from time to time.

         "Security Joinder Agreement" means each Security Joinder Agreement,
substantially in the form thereof attached to the Security Agreement, executed
and delivered by a Guarantor or any other Person to the Administrative Agent
pursuant to Section 6.14, as amended, modified, supplemented, amended and
restated, or replaced.

         "Segment" means a portion of the Term Loan (or all thereof) with
respect to which a particular interest rate is (or is proposed to be)
applicable.

         "Sellers"  means,  collectively or individually as the context may
indicate,  Tilia  International,  Inc., Tilia, Inc. and Tilia Canada, Inc.



                                       23
<PAGE>


         "Seller Notes" means, individually or collectively as the context may
indicate, (i) that certain promissory note by the Borrower in favor of Tilia
International, Inc. dated as of April 24, 2002 in the aggregate initial
principal amount of $5,000,000, which matures [____________ __], 2004, and (ii)
that certain promissory note by the Borrower in favor of Tilia International,
Inc. dated as of April 24, 2002 in the aggregate initial principal amount of
$10,000,000, which matures March 31, 2003, each as amended from time to time in
accordance with its terms and the terms of this Agreement.

         "Senior Leverage Ratio" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Senior Indebtedness as of such date to (b) Consolidated EBITDA for
the Four-Quarter Period ending on or most recently ended prior to such date.

         "Stockholders' Equity" means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, stockholders' equity as
of that date determined in accordance with GAAP.

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

                  (a) the fair value of its assets (both at fair valuation and
         at present fair saleable value on an orderly basis) is in excess of the
         total amount of its liabilities, including Contingent Obligations; and

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

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

         "Stated Maturity Date" means April 24, 2007.

         "Subordinated Indebtedness" means, without duplication, (i) all
obligations of the Borrower and its Subsidiaries with respect to the
Subordinated Notes as set forth therein and in the Subordinated Indenture, and
(ii) all obligations of the Borrower and its Subsidiaries with respect to the
Seller Notes as set forth therein.

         "Subordinated Indenture" means that certain Indenture dated as of April
24, 2002 between the Borrower and The Bank of New York, as Trustee, as amended
from time to time in accordance with its terms and the terms of this Agreement.

         "Subordinated Notes" has the meaning given the term "Notes" in the
Subordinated Indenture, including the Exchange Notes upon and after the
occurrence of the Exchange Offer.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise


                                       24
<PAGE>


specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall
refer to a Subsidiary or Subsidiaries of the Borrower.

         "Subsidiary Securities" means the shares of capital stock or the other
equity interests issued by or equity participations in any Subsidiary, whether
or not constituting a "security" under Article 8 of the Uniform Commercial Code
as in effect in any jurisdiction.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.05.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.05(a).

         "Swing Line Revolving Loan Notice" means a notice of a Swing Line
Borrowing pursuant to Section 2.05(b), which, if in writing, shall be
substantially in the form of Exhibit B.



                                       25
<PAGE>


         "Swing Line Note" means a promissory note made by the Borrower in favor
of the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of Exhibit C-3.

          "Swing Line Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Credit Commitments and $10,000,000. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

         "Syndication Agent" means Canadian Imperial Bank of Commerce, in its
capacity as syndication agent under any of the Loan Documents, or any successor
syndication agent.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Taxes" has the meaning therefor set forth in Section 3.01(a).

         "Term Loan" means the loan made pursuant to the Term Loan Facility in
accordance with Section 2.01.

         "Term Loan Facility" means the facility described in Section 2.01
providing for a Term Loan to the Borrower by the Lenders in the original
principal amount of $50,000,000.

         "Term Loan Interest Rate Selection Notice" means the written notice
delivered by a Responsible Officer of the Borrower in connection with the
election of a subsequent Interest Period for any Eurodollar Rate Segment or the
Conversion of any Eurodollar Rate Segment into a Base Rate Segment or the
Conversion of any Base Rate Segment into a Eurodollar Rate Segment.

         "Term Loan Maturity Date" means (a) the Stated Maturity Date, or (b)
such earlier date upon which the Outstanding Amounts under the Term Loan,
including all accrued and unpaid interest, are either due and payable or are
otherwise paid in full in accordance with the terms hereof.

         "Term Loan Note" means a promissory note made by the Borrower in favor
of a Lender evidencing the portion of the Term Loan made by such Lender,
substantially in the form of Exhibit C-1.

         "Threshold Amount" means $5,000,000.

         "Tilia Financial Statements" means the audited consolidated balance
sheet of Tilia International, Inc. and its Subsidiaries for the fiscal year
ended December 31, 2001, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for such fiscal year of Tilia
International, Inc. and its Subsidiaries, including the notes thereto.



                                       26
<PAGE>


         "Tilia Indebtedness" means that certain indebtedness of the Sellers, or
any of them, to the Persons and in the amounts set forth on Schedule 1.01(b) to
be paid in full and terminated on the Closing Date.

         "Total Leverage Ratio" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for
the Four-Quarter Period ending on or most recently ended prior to such date.

         "Total Outstandings" means, at any date of determination thereof, the
aggregate of the Outstanding Amount of (a) the Term Loan, (b) Revolving Loans,
(c) L/C Obligations and (d) Swing Line Loans.

         "Transaction" means the Acquisition by the Borrower and its
Subsidiaries of all or substantially all of the assets of Tilia International,
Inc., a Cook Islands corporation, and its Subsidiaries in accordance with the
terms of the Transaction Documents.

         "Transaction Documents" means, individually or collectively as the
context may indicate, (i) the Asset Purchase Agreement, (ii) the Seller Notes,
(iii) the Escrow Agreements, and (iv) each other document entered into or
delivered by the Borrower and the Sellers, or any of them, related to or in
connection with the Transaction.

         "TriEnda Disposition" means, collectively, the Disposition by the
Borrower and certain of its Subsidiaries in the fourth quarter of the fiscal
year of the Borrower ending December 31, 2001, of (a) substantially all of the
assets of TriEnda Corporation and the Triangle Plastics and Synergy World
divisions of Alltrista Plastics Corporation, and (b) the investment of the
Borrower in Microlin LLC.

         "Type" means with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "Unreimbursed Amount" has the meaning set forth in Section 2.04(c)(i)

         "Wilbert Note" means that certain promissory note dated as of November
28, 2001 by Wilbert, Inc. in favor of the Borrower in the initial principal
amount of $1,850,000, as amended, restated, amended and restated, supplemented
or otherwise modified to the extent permitted herein.

         "Voting Securities" means shares of capital stock issued by a
corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.



                                       27
<PAGE>


         1.02  OTHER  INTERPRETIVE  PROVISIONS.  With  reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

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

         (b) (i) The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

                  (ii) Article, Section, Exhibit and Schedule references are to
         the Loan Document in which such reference appears.

                  (iii) The term "including" is by way of example and not
         limitation.

                  (iv) The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

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

         (d) Each reference to "basis points" or "bps" shall be interpreted in
accordance with the convention that 100 bps = 1.0%.

         (e) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         1.03 ACCOUNTING TERMS. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



                                       28
<PAGE>


         (c) With  respect  to any  Acquisition  consummated  on or after  the
Closing Date, including the Transaction, the following shall apply:

                  (i) For each of the four periods of four fiscal quarters of
         the Borrower ending next following the date of any Acquisition,
         Consolidated EBITDA with respect to the Total Leverage Ratio and the
         Senior Leverage Ratio shall include the results of operations of the
         Person or assets so acquired on a historical pro forma basis, and which
         amounts may include such adjustments as are permitted under Regulation
         S-X of the Securities and Exchange Commission and reasonably
         satisfactory to the Administrative Agent;

                  (ii) For each of the four periods of four fiscal quarters of
         the Borrower ending next following the date of each Acquisition,
         Consolidated Interest Charges as a component of Consolidated EBITDA
         with respect to the Total Leverage Ratio and the Senior Leverage Ratio
         shall include the results of operations of the Person or assets so
         acquired, which amounts shall be determined on a historical pro forma
         basis; provided, however, Consolidated Interest Expense shall be
         adjusted on a historical pro forma basis to (i) eliminate interest
         expense accrued during such period on any Indebtedness repaid in
         connection with such Acquisition and (ii) include interest expense on
         any Indebtedness (including Indebtedness hereunder) incurred, acquired
         or assumed in connection with such Acquisition ("Incremental Debt")
         calculated (A) as if all such Incremental Debt had been incurred as of
         the first day of such Four-Quarter Period and (B) at the following
         interest rates: (I) for all periods subsequent to the date of the
         Acquisition and for Incremental Debt assumed or acquired in the
         Acquisition and in effect prior to the date of Acquisition, at the
         actual rates of interest applicable thereto, and (II) for all periods
         prior to the actual incurrence of such Incremental Debt, equal to the
         rate of interest actually applicable to such Incremental Debt hereunder
         or under other financing documents applicable thereto as at the end of
         each affected period of such four fiscal quarters, as the case may be.

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS


                                       29
<PAGE>


         2.01     TERM LOAN.

         (a) Subject to the terms and conditions of this Agreement, each Lender
severally agrees to make an advance of its Pro Rata Term Share of the Term Loan
in Dollars to the Borrower on the Closing Date. The principal amount of each
Segment outstanding hereunder from time to time shall bear interest and the Term
Loan shall be repayable as herein provided. No amount of the Term Loan repaid or
prepaid by the Borrower may be reborrowed hereunder, and no subsequent Borrowing
under the Term Loan Facility shall be allowed after the initial such advance of
the Term Loan on the Closing Date.

         (b) Not later than 1:00 P.M. New York time, on the Closing Date, each
Lender shall, pursuant to the terms and subject to the conditions of this
Agreement, make the amount of its Pro Rata Term Share of the Term Loan available
by wire transfer to the Administrative Agent. Such wire transfer shall be
directed to the Administrative Agent at the Administrative Agent's Office and
shall be in the form of Same Day Funds in Dollars. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, including without limitation the satisfaction of all applicable
conditions in Sections 4.01 and 4.02, be made available to the Borrower by
delivery of the proceeds thereof as shall be directed by the Responsible Officer
of the Borrower and reasonably acceptable to the Administrative Agent. The
initial Borrowing of the Term Loan shall be a single Base Rate Segment, subject
to Conversion after the Closing Date in accordance with a Term Loan Interest
Rate Selection Notice delivered on the Closing Date pursuant to Section 4.01(a)
(or, if a Term Loan Interest Rate Selection Notice is not delivered on the
Closing Date, thereafter in accordance with Section 2.03).

         2.02 REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make, Convert and Continue Revolving
Loans in Dollars to the Borrower from time to time on any Business Day during
the period from the Closing Date to the Revolving Credit Maturity Date;
provided, however, that after giving effect to any Revolving Borrowing, (i) the
aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall not exceed the Aggregate Revolving Credit Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender's Pro Rata Revolving Share of the aggregate Outstanding Amount of
all L/C Obligations, plus such Lender's Pro Rata Revolving Share of the
aggregate Outstanding Amount of all Swing Line Loans, shall not exceed such
Lender's Revolving Credit Commitment. Within the limits of each Lender's
Revolving Credit Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.02, prepay under Section
2.06, and reborrow under this Section 2.02. Revolving Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein.

         2.03 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF REVOLVING LOANS;
CONVERSIONS AND CONTINUATIONS OF SEGMENTS OF THE TERM LOAN.

         (a) Each Revolving Borrowing, each Conversion of Revolving Loans or
Segments of the Term Loan, and each Continuation of Revolving Loans or Segments
of the Term Loan shall be made upon the Borrower's irrevocable notice to the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 12:00 noon, New York time,
(i) three Business Days prior to the requested date of any


                                       30
<PAGE>


Borrowing of, Conversion to or Continuation of Eurodollar Rate Loans, and (ii)
on the requested date of any Borrowing of, or Conversion to, Base Rate Loans.
Each such telephonic notice must be confirmed promptly by delivery to the
Administrative Agent of a written Revolving Loan Notice or Term Loan Interest
Rate Selection Notice, appropriately completed and signed by a Responsible
Officer (unless such Revolving Loan Notice is being delivered by the Swing Line
Lender pursuant to Section 2.05(c) or by the Administrative Agent on behalf of
the L/C Issuer pursuant to Section 2.04(c)(i)); provided that the lack of such
prompt confirmation shall not affect the conclusiveness or binding effect of
such telephonic notice. Each Borrowing of, Conversion to or Continuation of
Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof. Except as provided in Sections 2.04(c)
and 2.05(c), each Borrowing of or Conversion to Base Rate Loans shall be in a
principal amount of $2,500,000 or a whole multiple of $500,000 in excess
thereof. Each Revolving Loan Notice (whether telephonic or written) shall be
substantially in the form of Exhibit A-1 attached hereto, and each Term Loan
Interest Rate Selection Notice (whether telephonic or written) shall be
substantially in the form of Exhibit A-2 attached hereto. If the Borrower fails
to specify a Type of Revolving Loan in a Revolving Loan Notice or Type of
Segment in a Term Loan Interest Rate Selection Notice, or if the Borrower fails
to give a timely notice requesting a Conversion or Continuation, then the
applicable Revolving Loans and Segments of the Term Loan shall, subject to the
last sentence of this Section 2.03(a), be made or Continued as, or Converted to,
Base Rate Loans. Any such automatic Conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect. If no timely
notice of a Conversion or Continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic
Conversion to Base Rate Loans. If the Borrower requests a Borrowing of,
Conversion to, or Continuation of Eurodollar Rate Loans in any such Revolving
Loan Notice or Term Loan Interest Rate Selection Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.

         (b) Following receipt of a Revolving Loan Notice, the Administrative
Agent shall promptly notify each Lender of its Pro Rata Revolving Share of the
applicable Revolving Loans. Each Lender shall make the amount of its Revolving
Loan available to the Administrative Agent in Same Day Funds in Dollars at the
Administrative Agent's Office not later than (x) 2:00 p.m., New York time, on
the date of a Revolving Borrowing for the account of the L/C Issuer pursuant to
Section 2.04(c)(ii), or (y) 3:00 p.m., New York time, in all other cases, on the
Business Day specified in the applicable Revolving Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if
such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
Continued or Converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans (including Segments) may be requested as, Converted into or Continued as
Eurodollar Rate Loans without the consent of the Required Lenders, and the
Required Lenders may demand that any or all of the then outstanding Eurodollar
Rate Loans be Converted immediately to Base Rate Loans.



                                       31
<PAGE>


         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.

         (e) After giving effect to all Revolving Borrowings, all Conversions of
Revolving Loans from one Type to the other, and all Continuations of Revolving
Loans as the same Type, there shall not be more than seven Interest Periods in
effect with respect to Revolving Loans.

         (f) After giving effect to the Borrowing under the Term Loan Facility,
all Conversions of Segments of the Term Loan from one Type to the other, and all
Continuations of Segments of the Term Loan as the same Type, there shall not be
more than seven Interest Periods in effect with respect to Segments of the Term
Loan.

         2.04 LETTERS OF CREDIT.

         (a)  The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.04, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit in Dollars for
         the account of the Borrower, and to renew Letters of Credit previously
         issued by it, in accordance with subsection (b) below, and (2) to honor
         drafts under the Letters of Credit; and (B) the Lenders severally agree
         to risk participate in Letters of Credit issued for the account of the
         Borrower; provided that the L/C Issuer shall not be obligated to make
         any L/C Credit Extension with respect to any Letter of Credit, and no
         Lender shall be obligated to risk participate in, any Letter of Credit
         if as of the date of such L/C Credit Extension, (x) the aggregate
         Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
         Obligations would exceed the Aggregate Revolving Credit Commitments,
         (y) the aggregate Outstanding Amount of the Revolving Loans of any
         Lender, plus such Lender's Pro Rata Revolving Share of the Outstanding
         Amount of all L/C Obligations, plus such Lender's Pro Rata Revolving
         Share of the Outstanding Amount of all Swing Line Loans, would exceed
         such Lender's Revolving Credit Commitment, or (z) the Outstanding
         Amount of the L/C Obligations would exceed the Letter of Credit
         Sublimit. Within the foregoing limits, and subject to the terms and
         conditions hereof, the Borrower's ability to obtain Letters of Credit
         shall be fully revolving, and accordingly the Borrower may, during the
         foregoing period, obtain Letters of Credit to replace Letters of Credit
         that have expired or that have been drawn upon and reimbursed.

                  (ii) The L/C Issuer shall be under no obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any Law applicable to the L/C Issuer or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over the L/C Issuer
                  shall prohibit, or request that the L/C Issuer refrain from,
                  the issuance of letters of credit generally



                                       32
<PAGE>


                  or such Letter of Credit in particular or shall impose upon
                  the L/C Issuer with respect to such Letter of Credit any
                  restriction, reserve or capital requirement (for which the
                  L/C Issuer is not otherwise compensated hereunder) not in
                  effect on the Closing Date, or shall impose upon the L/C
                  Issuer any unreimbursed loss, cost or expense which was not
                  applicable on the Closing Date and which the L/C Issuer in
                  good faith deems material to it;

                           (B) subject to Section 2.04(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Lenders have approved such expiry date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date; or

                           (D) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer.

                  (iii) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Letter of Credit does not accept
         the proposed amendment to such Letter of Credit.

         (b)      Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer. Such L/C Application must be received by the L/C
         Issuer and the Administrative Agent not later than 12:00 noon, New York
         time, at least two Business Days (or such later date and time as the
         L/C Issuer may agree in a particular instance in its sole discretion)
         prior to the proposed issuance date or date of amendment, as the case
         may be. In the case of a request for an initial issuance of a Letter of
         Credit, such Letter of Credit Application shall specify in form and
         detail satisfactory to the L/C Issuer: (A) the proposed issuance date
         of the requested Letter of Credit (which shall be a Business Day); (B)
         the amount thereof; (C) the expiry date thereof; (D) the name and
         address of the beneficiary thereof; (E) the documents to be presented
         by such beneficiary in case of any drawing thereunder; (F) the full
         text of any certificate to be presented by such beneficiary in case of
         any drawing thereunder; and (G) such other matters as the L/C Issuer
         may reasonably require. In the case of a request for an amendment of
         any outstanding Letter of Credit, such Letter of Credit Application
         shall specify in form and detail satisfactory to the L/C Issuer (A) the
         Letter of Credit to be amended; (B) the proposed date of amendment
         thereof (which shall be a Business Day); (C) the nature of the proposed
         amendment; and (D) such other matters as the L/C Issuer may reasonably
         require.



                                       33
<PAGE>


                  (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Upon receipt by the L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is
         permitted under Section 2.04(a)(i) in terms of any additional L/C
         Obligations created thereby, then, subject to the terms and conditions
         hereof, the L/C Issuer shall, on the requested date, issue a Letter of
         Credit for the account of the Borrower or enter into the applicable
         amendment, as the case may be, in each case in accordance with the L/C
         Issuer's usual and customary business practices. Immediately upon the
         issuance of each Letter of Credit, each Lender shall be deemed to, and
         hereby irrevocably and unconditionally agrees to, purchase from the L/C
         Issuer a risk participation in such Letter of Credit in an amount equal
         to the product of such Lender's Pro Rata Revolving Share times the
         amount of such Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided
         that any such Auto-Renewal Letter of Credit must permit the L/C Issuer
         to prevent any such renewal at least once in each twelve-month period
         (commencing with the date of issuance of such Letter of Credit) by
         giving prior notice to the beneficiary thereof not later than a day
         (the "Nonrenewal Notice Date") in each such twelve-month period to be
         agreed upon at the time such Letter of Credit is issued. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Auto-Renewal Letter of Credit has been issued, the
         Lenders shall be deemed to have authorized (but may not require) the
         L/C Issuer to permit the renewal of such Letter of Credit at any time
         to an expiry date not later than the Letter of Credit Expiration Date;
         provided, however, that the L/C Issuer shall not permit any such
         renewal if (A) the L/C Issuer would have no obligation at such time to
         issue such Letter of Credit in its renewed form under the terms hereof,
         or (B) it has received notice (which may be by telephone or in writing)
         on or before the day that is two Business Days before the Nonrenewal
         Notice Date (1) from the Administrative Agent that the Required Lenders
         have elected not to permit such renewal or (2) from the Administrative
         Agent, any Lender or the Borrower that one or more of the applicable
         conditions specified in Section 4.02 is not then satisfied.
         Notwithstanding anything to the contrary contained herein, the L/C
         Issuer shall have no obligation to permit the renewal of any
         Auto-Renewal Letter of Credit at any time, and in no event shall the
         expiry date of any Auto-Renewal Letter of Credit after any renewal as
         described herein occur after the Letter of Credit Expiration Date,
         unless all the Lenders have approved such expiry date.

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c)      Drawings and Reimbursements; Funding of Participations.



                                       34
<PAGE>


                  (i) Upon any drawing under any Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Not later than 11:00 a.m., New York time, on the date of any payment by
         the L/C Issuer under a Letter of Credit (each such date, an "Honor
         Date"), the Borrower shall reimburse the L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing
         in Dollars in Same Day Funds. If the Borrower fails to so reimburse the
         L/C Issuer by such time, the Administrative Agent shall promptly notify
         each Lender of the Honor Date, the amount of the unreimbursed drawing
         (the "Unreimbursed Amount"), such Lender's Pro Rata Revolving Share
         thereof and, in accordance with the following sentence and Section
         2.04(c)(ii), whether a Swing Line Borrowing or a Revolving Borrowing
         will be made to repay the Unreimbursed Amount or whether, pursuant to
         Section 2.04(c)(iii), an L/C Borrowing in the amount of the
         Unreimbursed Amount shall be deemed incurred by the Borrower and that
         each Lender shall participate in such L/C Borrowing in accordance with
         its Pro Rata Revolving Share. In such event, the Borrower shall be
         deemed to have requested a Swing Line Borrowing, without regard to the
         minimum and multiples and times of day for notice specified in Section
         2.05, or, if the Unreimbursed Amount is greater than the amount
         available for Swing Line Borrowings under the Swing Line Sublimit, a
         Revolving Borrowing, without regard to the minimum and multiples and
         times of day for notice specified in Section 2.03, to be disbursed on
         the Honor Date in an amount equal to the Unreimbursed Amount, but
         subject, in each case, to the amount of the unutilized portion of the
         Aggregate Revolving Credit Commitments, and the conditions set forth in
         Section 4.02 (other than the delivery of a Revolving Loan Notice). Any
         notice given by the L/C Issuer or the Administrative Agent pursuant to
         this Section 2.04(c)(i) shall constitute a notice under Section 2.05(b)
         or a Revolving Loan Notice, respectively, and may be given by telephone
         if promptly confirmed in writing; provided that the lack of such prompt
         confirmation shall not affect the conclusiveness or binding effect of
         such notice.

                  (ii) The Swing Line Lender, if a Swing Line Borrowing can be
         made as determined by the Administrative Agent pursuant to Section
         2.05, shall make funds available to the Administrative Agent for the
         account of the L/C Issuer at the Administrative Agent's Office in an
         amount equal to the Unreimbursed Amount, not later than 3:00 p.m., New
         York time, on the Business Day specified in such notice by the
         Administrative Agent. In the event the Administrative Agent determines
         that a Swing Line Borrowing is not so available and, in the
         alternative, pursuant to Section 2.04(c)(i), a Revolving Borrowing or
         an L/C Borrowing is to be made, each Lender (including the Lender
         acting as L/C Issuer) shall upon receipt of any notice from the
         Administrative Agent pursuant to Section 2.04(c)(i) make funds in
         Dollars available to the Administrative Agent for the account of the
         L/C Issuer at the Administrative Agent's Office in the amount equal to
         its Pro Rata Revolving Share of the Unreimbursed Amount not later than
         3:00 p.m., New York time, on the Business Day specified in such notice
         by the Administrative Agent, whereupon, subject to the provisions of
         Section 2.04(c)(iii), each Lender that so makes funds available shall
         be deemed to have made a Base Rate Loan to the Borrower in such amount.
         The Administrative Agent shall remit the funds so received from either
         the Swing Line Lender or the Lenders, as applicable, to the L/C Issuer.



                                       35
<PAGE>


                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing because the conditions set forth in
         Section 4.02 cannot be satisfied or for any other reason, the Borrower
         shall be deemed to have incurred from the L/C Issuer an L/C Borrowing
         in the amount of the Unreimbursed Amount that is not so refinanced by a
         Borrowing, which L/C Borrowing shall be due and payable on demand
         (together with interest) and shall bear interest at the Default Rate.
         In such event, each Lender's payment to the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall be
         deemed payment in respect of its risk participation in such L/C
         Borrowing and shall constitute an L/C Advance from such Lender in
         satisfaction of its risk participation obligation in such L/C Borrowing
         under this Section 2.04.

                  (iv) Until each Lender funds its Revolving Loan or L/C Advance
         pursuant to Section 2.04(c)(ii) to reimburse the L/C Issuer for any
         Unreimbursed Amount drawn under any Letter of Credit or to fund its
         participation therein, as the case may be, interest in respect of such
         Lender's Pro Rata Revolving Share of such amount shall be solely for
         the account of the L/C Issuer.

                  (v) Each Lender's obligation to make Revolving Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.04(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default or Event of Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing; provided,
         however, that each Lender's obligation to make Revolving Loans, and the
         Swing Line Lender's obligation to make Swing Line Loans, pursuant to
         this Section 2.04(c) is subject to the conditions set forth in Section
         4.02 (other than the delivery of a Revolving Loan Notice or Swing Line
         Revolving Loan Notice). Any such reimbursement with the proceeds of
         Revolving Loans or L/C Advances shall not relieve or otherwise impair
         the obligation of the Borrower to reimburse the L/C Issuer for the
         amount of any payment made by the L/C Issuer under any Letter of
         Credit, together with interest as provided herein.

                  (vi) If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.04(c) by the time specified in Section 2.04(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the applicable Federal Funds Rate for
         three (3) Business Days and thereafter at a rate per annum equal to the
         Default Rate. A certificate of the L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this Section 2.04(c) shall be conclusive absent manifest error.

         (d)      Repayment of Participations.



                                       36
<PAGE>


                  (i) At any time after the L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.04(c),
         if the Administrative Agent receives for the account of the L/C Issuer
         any payment in respect of the related Unreimbursed Amount or interest
         thereon (whether directly from the Borrower or otherwise, including
         proceeds of Cash Collateral applied thereto by the Administrative
         Agent), or any payment of interest thereon, the Administrative Agent
         will distribute to such Lender the amount of its Pro Rata Revolving
         Share thereof in the same funds as those received by the Administrative
         Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer in respect of any drawing on any Letter
         of Credit is required to be returned (including pursuant to any
         settlement entered into by the Administrative Agent or the L/C Issuer
         in its discretion), each Lender shall pay to the Administrative Agent
         for the account of the L/C Issuer its Pro Rata Revolving Share of such
         amount on demand of the Administrative Agent, plus interest thereon
         from the date of such demand to the date such amount is returned by
         such Lender, at a rate per annum equal to the applicable Federal Funds
         Rate from time to time in effect, and such payment by each Lender shall
         be deemed to be its L/C Advance in such amount pursuant to Section
         2.04(c)(iii).

         (e) Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing, shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement, or any other agreement or instrument relating
         thereto;

                  (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the L/C Issuer under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         the L/C Issuer under such Letter of Credit to any Person purporting to
         be a trustee in bankruptcy, debtor-in-possession, assignee for the
         benefit of creditors, liquidator, receiver or other representative of
         or successor to any beneficiary or any transferee of such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or



                                       37
<PAGE>


                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. Neither the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. Neither the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.04(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential, special, punitive or exemplary, damages suffered by
the Borrower which the Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date or the Revolving Credit Maturity
Date, any Letter of Credit may for any reason remain outstanding and partially
or wholly undrawn, the Borrower shall immediately Cash Collateralize the
Outstanding Amount of all L/C Obligations plus the Letter of Credit fees payable
with respect to


                                       38
<PAGE>


such Letter of Credit (calculated at the Applicable Margin then in effect for
the period from the date of such cash collateralization until the expiry date of
such Letter of Credit).

         (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance shall apply to each commercial Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Revolving
Share a Letter of Credit fee (for each day such Letter of Credit remains in
effect) for each Letter of Credit equal to the Applicable Margin for Eurodollar
Rate Loans multiplied by the daily maximum amount available to be drawn under
such Letter of Credit. Such fee for each Letter of Credit shall be due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, and on the Letter of Credit Expiration Date.
If there is any change in the Applicable Margin during any quarter, the actual
daily amount of each Letter of Credit shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee (for each day such Letter of Credit remains in effect) for each
Letter of Credit in an amount equal to 1/8 of 1% per annum on the daily maximum
amount available to be drawn thereunder, due and payable quarterly in arrears on
the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit,
and on the Letter of Credit Expiration Date. In addition, the Borrower shall pay
directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such fees and charges are due and payable on demand and are
nonrefundable.

         (k)      Conflict  with  Letter of Credit  Application.  In the event
of any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         2.05  SWING LINE LOANS.

         (a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") in Dollars, to the Borrower from time to time on any Business Day
during the period from the Closing Date to the Revolving Credit Maturity Date in
an aggregate amount not to exceed the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
aggregate Outstanding Amount of Revolving Loans and Pro Rata Revolving Share of
L/C Obligations of the Swing Line Lender in its capacity as a Lender, may exceed
the amount of such



                                       39
<PAGE>


Swing Line Lender's Revolving Credit Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of
all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the
Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding
Amount of the Revolving Loans of any Lender other than the Swing Line Lender,
plus such Lender's Pro Rata Revolving Share of the Outstanding Amount of all L/C
Obligations, plus such Lender's Pro Rata Revolving Share of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender's Revolving Credit
Commitment. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.05, prepay under
Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall
be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender's Pro Rata Revolving Share
times the amount of the Swing Line Loan.

         (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
2:00 p.m., New York time on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum of $100,000 and integral
multiples of $25,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Revolving Loan Notice, appropriately completed and signed by
a Responsible Officer. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Revolving Loan Notice, the Swing Line Lender will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Revolving Loan Notice
and, if not, the Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. Unless the Swing Line Lender
has received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Lender) prior to (x) 1:00 p.m., New York time,
in the case of Swing Line Loans to reimburse the L/C Issuer in respect of
drawings under Letters of Credit, or (y) 3:00 p.m., New York time, in all other
cases, on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the proviso to the first sentence of Section 2.05(a), or (B) that one
or more of the applicable conditions specified in Section 4.02 is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than (x) 2:00 p.m., New York time, in the case of Swing
Line Loans to reimburse the L/C Issuer in respect of drawings under Letters of
Credit, or (y) 4:00 p.m., New York time, in all other cases, on the borrowing
date specified in such Swing Line Revolving Loan Notice, make the amount of its
Swing Line Loan available to the Borrower either by (i) crediting the account of
the Borrower on the books of the Swing Line Lender with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.

         (c) Refinancing of Swing Line Loans.



                                       40
<PAGE>


                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably authorizes the Swing Line Lender to so request on its
         behalf), that a Revolving Loan be made in an amount equal to the amount
         of Swing Line Loans then outstanding, and such request by the Swing
         Line Lender shall constitute a Revolving Loan Notice. Such request
         shall be made in accordance with the requirements of Section 2.03,
         without regard to the minimum and multiples specified therein for the
         principal amount of Revolving Loans, but subject to the unutilized
         portion of the Aggregate Revolving Credit Commitments, and the
         conditions set forth in Section 4.02. Each Lender shall make an amount
         equal to its Pro Rata Revolving Share of the amount specified in such
         Revolving Loan Notice available to the Administrative Agent in Same Day
         Funds for the account of the Swing Line Lender at the Administrative
         Agent's Office not later than 2:00 p.m., New York time, on the Business
         Day specified in such Revolving Loan Notice, whereupon, subject to
         Section 2.05 (c)(ii), each Lender that so makes funds available shall
         be deemed to have made a Base Rate Loan to the Borrower in such amount.
         The Administrative Agent shall remit the funds so received from the
         Lenders to the Swing Line Lender. The Administrative Agent shall
         promptly notify the Borrower of the making of a Revolving Loan pursuant
         to this Section 2.05(c)(i), provided that the lack of such prompt
         notification shall in no way affect the making, validity or status of
         such Revolving Loan.

                  (ii) If for any reason any Revolving Borrowing cannot be
         requested in accordance with Section 2.05(c)(i) or any Swing Line Loan
         cannot be refinanced by such a Revolving Borrowing, the Revolving Loan
         Notice submitted by the Swing Line Lender shall be deemed to be a
         request by the Swing Line Lender that each of the Lenders fund its risk
         participation in the amount of the relevant Swing Line Loan and each
         Lender's payment to the Administrative Agent for the account of the
         Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed
         payment in respect of such risk participation in the amount of such
         Swing Line Loan.

                  (iii) If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.05(c) by the time specified in Section
         2.05(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender at a rate per annum equal to the applicable
         Federal Funds Rate for three (3) Business Days and thereafter at a rate
         per annum equal to the Default Rate. A certificate of the Swing Line
         Lender submitted to any Lender (through the Administrative Agent) with
         respect to any amounts owing under this Section 2.05(c) shall be
         conclusive absent manifest error.

                  (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this Section 2.05(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default or Event of Default, or (C)


                                       41
<PAGE>

         any other occurrence, event or condition, whether or not similar to any
         of the foregoing; provided, however, that each Lender's obligation to
         make Revolving Loans pursuant to this Section 2.05(c) is subject to the
         conditions set forth in Section 4.02 (other than the delivery by the
         Borrower of a Revolving Loan Notice). Any such purchase of risk
         participations by each Lender from the Swing Line Lender shall not
         relieve or otherwise impair the obligation of the Borrower to repay
         Swing Line Loans, together with interest as provided herein.

         (d) Repayment of Participations.

                  (i) At any time after any Lender has purchased and funded a
         risk participation in a Swing Line Loan, if the Swing Line Lender
         receives any payment on account of such Swing Line Loan, the Swing Line
         Lender will distribute in Dollars to such Lender its Pro Rata Revolving
         Share of such payment (appropriately adjusted, in the case of interest
         payments, to reflect the period of time during which such Lender's risk
         participation was outstanding and funded).

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender, each Lender shall pay to the
         Swing Line Lender in Dollars its Pro Rata Revolving Share of such
         amount on demand of the Administrative Agent, plus interest thereon
         from the date of such demand to the date such amount is returned
         (including pursuant to any settlement entered into by the Swing Line
         Lender in its discretion), at a rate per annum equal to the applicable
         Federal Funds Rate. The Administrative Agent will make such demand only
         upon the request of the Swing Line Lender.

         (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Revolving Loan or risk participation pursuant
to this Section 2.05, interest in respect of such Lender's Pro Rata Revolving
Share shall be solely for the account of the Swing Line Lender.

         (f) Payments  Directly to Swing Line Lender.  The Borrower  shall make
all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

         2.06 PREPAYMENTS.

         (a) The Borrower may, upon irrevocable notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Revolving Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 12:00 noon, New York
time, (A) one Business Day prior to any date of prepayment of Eurodollar Rate
Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $2,500,000 or a whole multiple of
$500,000 in excess thereof. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Revolving Loans to be prepaid. The
Responsible Officer of the Borrower shall provide the Administrative Agent
written confirmation of each such telephonic notice but failure to provide such
confirmation shall



                                       42
<PAGE>


not affect the validity of such telephonic notice. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of such
Lender's Pro Rata Revolving Share of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Revolving Loans of
the Lenders in accordance with their respective Pro Rata Revolving Shares.

         (b) In addition to the required payments of principal of the Term Loan
set forth in Section 2.08(c) and any mandatory prepayments of principal of the
Term Loan effected under subsection (e) below, the Borrower may, upon
irrevocable notice to the Administrative Agent, voluntarily prepay the Term Loan
in whole or in part from time to time on any Business Day, without penalty or
premium; provided that (i) such notice must be received by the Administrative
Agent not later than 12:00 noon, New York time, (A) three Business Days prior to
any date of prepayment of Eurodollar Rate Loans, and (B) on the date of
prepayment of Base Rate Loans, (ii) any prepayment of Eurodollar Rate Loans
shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in
excess thereof (or in the entire remaining principal balance of the Term Loan);
and (iii) any prepayment of Base Rate Loans shall be in a principal amount of
$2,500,000 or a whole multiple of $500,000 in excess thereof (or in the entire
remaining principal balance of the Term Loan). Each such notice shall specify
the date and amount of such prepayment and the Type(s) of Segment to be prepaid.
The Responsible Officer of the Borrower shall provide the Administrative Agent
written confirmation of each such telephonic notice but failure to provide such
confirmation shall not affect the validity of such telephonic notice. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of such Lender's Pro Rata Term Share of such prepayment. If
such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest thereon, together with any additional
amounts required pursuant to Section 3.05. All prepayments of principal under
this Section 2.06(b) shall be applied to installments of principal in inverse
order of their maturities. Each such prepayment shall be applied to the Segments
of the Lenders in accordance with their respective Pro Rata Term Shares.

         (c) The Borrower may, upon irrevocable notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 12:00 noon, New York time, on the
date of the prepayment, and (ii) any such prepayment shall be in a minimum
principal amount of $50,000 or a whole multiple of $10,000 in excess thereof.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.

         (d) If for any reason the Outstanding Amount of all Revolving Loans,
Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Revolving
Credit Commitments then in effect, the Borrower shall immediately prepay
Revolving Loans and/or Swing Line



                                       43
<PAGE>


Loans, and/or Cash Collateralize the L/C Obligations, as it shall select, in an
aggregate amount equal to such excess.

         (e) In addition to the required payments of principal of the Term Loan
set forth in Section 2.08(c) and any optional payments of principal of the Term
Loan and the Revolving Loans effected under subsections (a) and (b) above, the
Borrower shall make the following required prepayments of the Term Loan and the
Revolving Loans, each such payment to be made to the Administrative Agent for
the benefit of the Lenders within the time period specified below.

                  (i) In the event that the Total Leverage Ratio is greater than
         3.00 to 1.00 as of the end of any fiscal year of the Borrower,
         beginning with the fiscal year ending December 31, 2002, the Borrower
         shall make a prepayment in an amount equal to fifty percent (50%) of
         the amount of Excess Cash Flow, each such prepayment to be made on the
         date financial statements of the Borrower and its Subsidiaries for such
         fiscal year are required to be delivered (or if earlier, the date such
         financial statements are delivered) pursuant to Section 6.01, which
         payment shall be accompanied by a certificate of a Responsible Officer
         of the Borrower (which may be incorporated within the certificate
         regarding compliance with certain covenants otherwise required to be
         delivered under Section 6.02(b)) setting forth in reasonable detail the
         calculations utilized in computing Excess Cash Flow and the amount of
         such prepayment.

                  (ii) The Borrower shall make, or shall cause each applicable
         Subsidiary to make, a prepayment with respect to each private or public
         offering of Equity Securities of the Borrower or any Subsidiary (other
         than Equity Securities issued to the Borrower or a Guarantor) in an
         amount equal to fifty percent (50%) of the Net Proceeds of each
         issuance of Equity Securities of the Borrower or any Subsidiary, each
         such prepayment to be made within ten (10) Business Days of receipt of
         such proceeds and upon not less than five (5) Business Days' prior
         written notice to the Administrative Agent, which notice shall include
         a certificate of a Responsible Officer of the Borrower setting forth in
         reasonable detail the calculations utilized in computing the Net
         Proceeds of such issuance and the amount of such prepayment; provided
         that no prepayment shall be required hereunder of the first $10,000,000
         of Net Proceeds in each fiscal year of the Borrower realized from (x)
         the issuance of Equity Securities in connection with the exercise of
         any option, warrant or other convertible security of the Borrower or
         any Subsidiary or (y) the issuance, award or grant of Equity Securities
         to eligible participants under a stock plan of the Borrower.

                  (iii) Subject to the proviso in Section 7.05(f), the Borrower
         shall make, or shall cause each applicable Subsidiary to make, a
         prepayment in an amount equal to one hundred percent (100%) of the Net
         Proceeds from each Disposition other than Dispositions permitted under
         Section 7.05(a), (b), (c), (d) and (e), each such prepayment to be made
         within ten (10) Business Days of receipt of the Net Proceeds thereof
         and upon not less than five (5) Business Days' prior written notice to
         the Administrative Agent, which notice shall include a certificate of a
         Responsible Officer of the Borrower setting forth in reasonable detail
         the calculations utilized in computing the Net Proceeds of such
         Disposition and the amount of such prepayment; provided, that despite
         the application of this Section 2.06(e)(iii) to any Disposition that is
         not otherwise permitted under this



                                       44
<PAGE>

         Agreement, nothing in this Section 2.06(e)(iii) shall be deemed to
         permit any Disposition not expressly permitted under this Agreement or
         to constitute a waiver or cure of any Default or Event of Default that
         arises as a result of a Disposition that is not permitted under this
         Agreement.

                  (iv) In the event that the Net Proceeds received from
         insurance carried with respect to the Collateral pursuant to this
         Credit Agreement and the Security Agreement and the other Loan
         Documents is not completely and fully utilized for the repair or
         replacement of Collateral as provided in the Security Agreement or any
         other Loan Document, the Borrower shall make, or shall cause each
         applicable Subsidiary to make, a prepayment in an amount equal to one
         hundred percent (100%) of the Net Proceeds received with respect to
         such insurance that is not so utilized.

         Prepayments made under this Section 2.06(e) shall be applied (a) first,
to installments of principal of the Term Loan in inverse order of maturity, and
(b) then, upon payment in full of all Outstanding Amounts under the Term Loan,
to repay the Outstanding Amount under the Revolving Credit Facility, with a
permanent reduction in the Aggregate Revolving Credit Commitment in the amount
of such prepayment required under this Section 2.06(e) after payment in full of
the Term Loan, notwithstanding the Outstanding Amount under the Revolving Credit
Facility, and corresponding permanent reductions in each Lender's Revolving
Credit Commitment; provided that in the event of a prepayment pursuant to
Section 2.06(e)(ii), so long as all Outstanding Amounts under the Term Loan have
been paid in full, no prepayment made under subpart (b) of this sentence shall
include any associated permanent reduction in either the Aggregate Revolving
Credit Commitment or the Revolving Credit Commitment of any Lender so long as,
both before and after giving effect to such prepayment, (x) no Default or Event
of Default shall have occurred and be continuing, (y) the Total Leverage Ratio
shall be less than 2.25 to 1.00, and (z) the Senior Leverage Ratio shall be less
than 0.75 to 1.00.

         2.07 REDUCTION OR TERMINATION OF REVOLVING CREDIT COMMITMENTS. The
Borrower may, upon irrevocable notice to the Administrative Agent, terminate the
Aggregate Revolving Credit Commitments, or permanently reduce the Aggregate
Revolving Credit Commitments to an amount not less than the then aggregate
Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations;
provided that (i) any such notice shall be received by the Administrative Agent
not later than 11:00 a.m., New York time, five Business Days prior to the date
of termination or reduction, and (ii) any such partial reduction shall be in an
aggregate amount of $2,500,000 or any whole multiple of $500,000 in excess
thereof. The Responsible Officer of the Borrower shall provide the
Administrative Agent written confirmation of each such telephonic notice but
failure to provide such confirmation shall not affect the validity of such
telephonic notice. The Administrative Agent shall promptly notify the Lenders of
any such notice of reduction or termination of the Aggregate Revolving Credit
Commitments. Once reduced in accordance with this Section 2.07, the Aggregate
Revolving Credit Commitments may not be increased. Any reduction of the
Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit
Commitment of each Lender according to its Pro Rata Revolving Share. All
commitment fees accrued until the effective date of any termination of the
Aggregate Revolving Credit Commitments shall be paid on the effective date of
such termination.

         2.08 REPAYMENT OF LOANS. The Borrower shall repay:




                                       45
<PAGE>

         (a) to the Lenders on the Revolving Credit Maturity Date the aggregate
principal amount of Revolving Loans outstanding on such date;

         (b) each Swing Line Loan on the earlier to occur of (i) demand (by
telephonic or written notice) by the Administrative Agent and (ii) the Revolving
Credit Maturity Date; and

         (c) the Term Loan in quarterly installments on the dates and in the
amounts set forth below, subject to adjustments for prepayments made pursuant to
Section 2.06:

         Date                                            Amount
         ----                                            ------
         September 30, 2002                           $1,250,000.00
         December 31, 2002                            $1,250,000.00
         March 31, 2003                               $1,250,000.00
         June 30, 2003                                $1,250,000.00
         September 30, 2003                           $1,875,000.00
         December 31, 2003                            $1,875,000.00
         March 31, 2004                               $1,875,000.00
         June 30, 2004                                $1,875,000.00
         September 30, 2004                           $2,500,000.00
         December 31, 2004                            $2,500,000.00
         March 31, 2005                               $2,500,000.00
         June 30, 2005                                $2,500,000.00
         September 30, 2005                           $3,125,000.00
         December 31, 2005                            $3,125,000.00
         March 31, 2006                               $3,125,000.00
         June 30, 2006                                $3,125,000.00
         September 30, 2006                           $3,750,000.00
         December 31, 2006                            $3,750,000.00
         March 31, 2007                               $3,750,000.00
         Stated Maturity Date                   All remaining Outstanding
                                                Amounts of the Term Loan



                                       46
<PAGE>



         2.09 INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Margin; (ii) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate; and (iii)
each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate.

         (b) If any amount payable by the Borrower under any Loan Document is
not paid when due (without regard to any applicable grace periods), such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all
times until paid equal to the Default Rate. Furthermore, while any Event of
Default exists or after acceleration, the Borrower shall pay interest on the
principal amount of all outstanding Obligations at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted
by applicable Law. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.10 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.04:

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Revolving Share,
a commitment fee equal to the Applicable Margin times the actual daily amount by
which the Aggregate Revolving Credit Commitments exceed the sum of (i) the
Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C
Obligations. The commitment fee shall accrue at all times from the Closing Date
until the Revolving Credit Maturity Date and shall be due and payable quarterly
in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Revolving Credit Maturity Date. The commitment fee shall be calculated quarterly
in arrears, and if there is any change in the Applicable Margin during any
quarter, the actual daily amount shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect. The commitment fee shall accrue at all times,
including at any time during which one or more of the conditions in Article IV
is not met.

         (b) Arrangement and Agent Fees. (i) The Borrower shall pay an
arrangement fee to each Arranger for such Arranger's own account, and shall pay
an agency fee to the Administrative Agent for the Administrative Agent's own
account, in the amounts and at the times specified in the letter agreement,
dated March 19, 2002 (the "Agent/Arranger Fee Letter"), among the Borrower, the
Arrangers, the Administrative Agent and the Syndication Agent. Such fees shall
be fully earned when paid and shall be nonrefundable for any reason whatsoever.



                                       47
<PAGE>

         (c) Lenders' Upfront Fee. On the Closing Date, the Borrower shall pay
to the Administrative Agent, for the account of the Lenders in accordance with
their respective Facility Share (computed as if the Borrowing of the Term Loan
pursuant to Section 2.01 had occurred), an upfront fee in a mutually agreeable
amount. Such upfront fees are for the credit facilities committed by the Lenders
under this Agreement and are fully earned on the date paid. The upfront fee paid
to each Lender is solely for its own account and is nonrefundable for any reason
whatsoever.

         2.11 COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans
determined by reference to the Bank of America prime rate shall be calculated on
the basis of a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed. Computation of all other types of interest and all fees
shall be calculated on the basis of a year of 360 days and the actual number of
days elapsed, which results in a higher yield to the payee thereof than a method
based on a year of 365 or 366 days. Interest shall accrue on each Loan for the
day on which the Loan is made, and, subject to Section 2.13(a), shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall bear interest for one day.

         2.12 EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, such Lender's Loans shall be evidenced by a Revolving
Loan Note, a Term Loan Note and/or a Swing Line Note, as applicable, in addition
to such accounts or records. Each Lender may attach schedules to its Note(s) and
endorse thereon the date, Type (if applicable), amount and maturity of the
applicable Loans and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent, in the
absence of manifest error, shall control.

         2.13 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative



                                       48
<PAGE>


Agent, for the account of the respective Lenders to which such payment is owed,
at the applicable Administrative Agent's Office in Dollars and in Same Day Funds
not later than 2:00 p.m., New York time, on the date specified herein. The
Administrative Agent will promptly distribute to each such Lender its Pro Rata
Revolving Share or Pro Rata Term Share, as applicable, of such payment in like
funds as received by wire transfer to such Lender's Lending Office. All payments
received by the Administrative Agent after 2:00 p.m., New York time, shall be
deemed received on the next succeeding Business Day and any applicable interest
or fee shall in each case continue to accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward the reasonable expenses incurred in connection with retaking, holding,
preserving, processing, maintaining or preparing for sale, lease or other
disposition of, any Collateral, including reasonable attorney's fees and legal
expenses pertaining thereto, (ii) second, toward costs and expenses (including
Attorney Costs and amounts payable under Article III) incurred by the
Administrative Agent and each Lender, (iii) third, toward repayment of interest,
fees, indemnification amounts and other obligations and liabilities (other than
repayment of principal, L/C Borrowings or amounts payable under Related Swap
Contracts) then due hereunder or under any other Loan Documents, ratably among
the parties entitled thereto in accordance with the amounts of interest, fees,
indemnification amounts and such other obligations and liabilities then due to
such parties, and (iv) fourth, toward repayment of principal and L/C Borrowings
then due hereunder (the "Principal Obligations"), ratably among the parties
entitled thereto in accordance with the amounts of principal and L/C Borrowings
then due to such parties; provided, however, that if the Loans outstanding
hereunder shall have been declared or otherwise become immediately due and
payable pursuant to Section 8.02, then amounts available for distribution under
this clause (iv) arising from payments under the Guaranty or the realization on
Collateral pursuant to the Security Instruments shall be distributed ratably to
(x) the repayment of the Principal Obligations (to be applied ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties) and (y) the payment of Swap Termination
Values owing to any Lender or any Affiliate of any Lender arising under Related
Swap Contracts that shall have been terminated and as to which the
Administrative Agent shall have received notice of such termination and the Swap
Termination Value thereof from the applicable Lender or Affiliate of a Lender.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds,
then:


                                       49
<PAGE>


                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in Same
         Day Funds, together with interest thereon in respect of each day from
         and including the date such amount was made available by the
         Administrative Agent to such Lender to the date such amount is repaid
         to the Administrative Agent in Same Day Funds, at the applicable
         Federal Funds Rate from time to time in effect; and

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in Same Day Funds, together with interest thereon for the
         period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the applicable Federal Funds Rate from time to
         time in effect. If such Lender pays such amount to the Administrative
         Agent, then such amount shall constitute such Lender's Loan included in
         the applicable Borrowing. If such Lender does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Revolving Credit Commitment or its
         obligation to fund its Pro Rata Term Share of the Term Loan or to
         prejudice any rights which the Administrative Agent or the Borrower may
         have against any Lender as a result of any default by such Lender
         hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (d) shall be conclusive, absent
manifest error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent, except to the extent such funds do not
constitute the funding of a risk participation under Article II, shall return
such funds (in like funds as received from such Lender) to such Lender, without
interest.

         (f) The obligations of the Lenders hereunder to make Revolving Loans,
to fund their respective Pro Rata Term Share of the Term Loan and to fund
participations in Letters of Credit and Swing Line Loans are several and not
joint. The failure of any Lender to make any Revolving Loan, to fund its Pro
Rata Term Share of the Term Loan or to fund any risk participations in Letters
of Credit and Swing Line Loans on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Revolving Loan, to fund its Pro Rata Term Share of the Term Loan or to purchase
its risk participations in Letters of Credit and Swing Line Loans.


                                       50
<PAGE>


         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Revolving Loans or
portion of the Term Loan made by it or the risk participations in L/C
Obligations or in Swing Line Loans held by it (but not including any amounts
applied by the Swing Line Lender to outstanding Swing Line Loans prior to the
funding of risk participations therein), any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other Lenders such participations in the Revolving
Loans and/or portion of the Term Loan made by them and/or such subparticipations
in the risk participations in L/C Obligations or Swing Line Loans held by them,
as the case may be, as shall be necessary to cause such purchasing Lender to
share the excess payment in respect of such Revolving Loans, Term Loan or such
risk participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender (including pursuant to any settlement
entered into by the Administrative Agent or any Lender in its discretion), such
purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered,
without further interest thereon. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off), but subject to Section 10.09, with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount
of such participation. The Administrative Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section 2.14 and will in each case notify the Lenders
following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.


                                  ARTICLE II A

                                    SECURITY

         2A.01 SECURITY. As security for the full and timely payment and
performance of all Obligations, the Borrower shall, and shall cause all other
Loan Parties to, on or before the Closing Date, do or cause to be done all
things reasonably necessary in the opinion of the Administrative Agent and its
counsel to grant to the Administrative Agent for the benefit of the Secured
Parties a duly perfected first priority security interest in all Collateral
subject to no prior Lien or other encumbrance or restriction on transfer except
as expressly permitted hereunder.




                                       51
<PAGE>


Without limiting the foregoing, on the Closing Date the Borrower shall deliver,
and shall cause each Guarantor to deliver, to the Administrative Agent, in form
and substance reasonably acceptable to the Administrative Agent, (a) in the
event such Guarantor has rights in any Subsidiary Securities of a Domestic
Subsidiary or Direct Foreign Subsidiary, (i) the Pledge Agreement which shall
pledge to the Administrative Agent for the benefit of the Secured Parties the
Pledged Interests of each Domestic Subsidiary and Direct Foreign Subsidiary,
(ii) if such Pledged Interests are in the form of certificated securities, such
certificated securities, together with undated stock powers or other appropriate
transfer documents endorsed in blank pertaining thereto, (b) the Security
Agreement and the IP Security Agreement, (c) Uniform Commercial Code financing
statements in form, substance and number as requested by the Administrative
Agent, reflecting the Lien in favor of the Secured Parties on the Pledged
Interests and all other Collateral, and (d) documents in form, substance and
number as requested by the Administrative Agent for filing with the Federal
Patent and Trademark Office, the Federal Copyright Office, or such other places
as requested by the Administrative Agent, reflecting the Lien in favor of the
Secured Parties in the Intellectual Property, and (e) Qualifying Control
Agreements (as defined in the Security Agreement) as provided in the Security
Agreement. In addition, and without limiting the foregoing, the Borrower shall
take and cause the Guarantors to take such further action, and deliver or cause
to be delivered such further documents, as required by the Security Instruments
or otherwise as the Administrative Agent may reasonably request to effect the
transactions contemplated by this Article IIA and each of the Security
Instruments. The Borrower shall also, and shall cause each Subsidiary to also,
pledge to the Administrative Agent for the benefit of the Secured Parties (and
as appropriate to reaffirm its prior pledge of) all of the Pledged Interests of
any Domestic Subsidiary or Direct Foreign Subsidiary acquired or created after
the Closing Date, or otherwise acquired by any Subsidiary and not theretofore
pledged to the Administrative Agent for the benefit of the Secured Parties, and
to deliver to the Administrative Agent all of the documents and instruments in
connection therewith as are required pursuant to the terms of Section 6.14 and
of the Security Instruments.

         2A.02 FURTHER ASSURANCES. At the request of the Administrative Agent
from time to time, the Borrower will or will cause all other Loan Parties, as
the case may be, to execute, by their respective Responsible Officers, alone or
with the Administrative Agent, any certificate, instrument, financing statement,
control agreement, statement or document, or to procure any such certificate,
instrument, statement or document, or to take such other action (and pay all
connected costs) which the Administrative Agent reasonably deems necessary from
time to time to create, continue or preserve the Liens in Collateral (and the
perfection and priority thereof) of the Administrative Agent contemplated hereby
and by the other Loan Documents and specifically including all Collateral
acquired by the Borrower or other Loan Party after the Closing Date and all
Collateral moved to or from time to time located at locations owned by third
parties, including without limitation all leased locations, bailees,
warehousemen and third party processors. The Administrative Agent is hereby
irrevocably authorized to execute and file or cause to be filed, with or if
permitted by applicable law without the signature of the Borrower or any Loan
Party appearing thereon, all Uniform Commercial Code financing statements
reflecting the Borrower or any other Loan Party as "debtor" and the
Administrative Agent as "secured party", and continuations thereof and
amendments thereto, as the Administrative Agent reasonably deems necessary or
advisable to give effect to the transactions contemplated hereby and by the
other Loan Documents.


                                       52
<PAGE>


         2A.03 INFORMATION REGARDING COLLATERAL. The Borrower represents,
warrants and covenants that:

                  (a) the exact legal name, jurisdiction of formation and chief
         executive office of the Borrower and each other Person providing
         Collateral pursuant to a Security Instrument (each, a "Grantor") at the
         Closing Date, along with each location in which goods constituting
         Collateral are currently located, whether owned, leased or third-party
         locations (together with the name of each owner of the property located
         at such address if not the applicable Grantor, and a summary
         description of the relationship between the applicable Grantor and such
         Person), are specified on Schedule 2A.03;

                  (b) other than as provided in (a) above, with respect to each
         Grantor Schedule 2A.03 contains a true and complete list of (i) each
         exact legal name, jurisdiction of formation, and each location of the
         chief executive office of such Grantor at any time since April 1, 1997,
         (ii) each location owned or leased by a Grantor in which goods
         constituting Collateral are or have been located since April 1, 2001
         (together with the name of each owner of the property located at such
         address if not the applicable Grantor), and (iii) each trade name,
         trademark or other trade style used by such Grantor since April 1, 2001
         and the purposes for which it was used; and

                  (c) with respect to each Person (other than a Grantor) that
         has effected any merger or consolidation with a Grantor or contributed
         or transferred to a Grantor (including by virtue of the Transaction)
         any property constituting Collateral at any time since April 1, 1997
         (excluding Persons making sales in the ordinary course of their
         businesses to a Grantor of property constituting inventory in the hands
         of such seller), Schedule 2A.03 contains a true and complete list of
         the exact legal name, jurisdiction of formation and each address of
         each such Person at the time such merger, consolidation, contribution
         or transfer occurred.

The Borrower further covenants that it shall not change, and shall not permit
any other Grantor to change, its name, jurisdiction of formation (whether by
reincorporation, merger or otherwise), the location of its chief executive
office, or use or permit any other Grantor to use, any additional trade name,
trademark or other trade style, except upon giving not less than thirty (30)
days' prior written notice to the Administrative Agent and taking or causing to
be taken all such action at Borrower's or such other Grantor's expense as may be
reasonably requested by the Administrative Agent to perfect or maintain the
perfection of the Lien of the Administrative Agent in Collateral.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the



                                       53
<PAGE>


case of the Administrative Agent and each Lender, taxes imposed on or measured
by its net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Loan Document to the Administrative Agent or any Lender, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), the Administrative Agent and such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the Lender or the Administrative
Agent makes a demand therefor together with appropriate supporting
documentation.

         3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans as it would otherwise be obligated hereunder to make,
maintain or fund, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable Eurodollar
interbank market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation



                                       54
<PAGE>


existing hereunder of such Lender to make or Continue Eurodollar Rate Loans or
to Convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until
such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, Convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period thereof, if such Lender may lawfully continue to maintain such Eurodollar
Rate Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Eurodollar Rate Loans. Upon any such prepayment or Conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or
Converted. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent or the
Required Lenders determine in connection with any request for a Eurodollar Rate
Loan or a Conversion to or Continuation thereof that (a) deposits in Dollars are
not being offered to banks in the London eurodollar interbank market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Base Rate for
such Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for such Eurodollar
Rate Loan does not adequately and fairly reflect the cost to the Lenders of
funding such Eurodollar Rate Loan, the Administrative Agent (following notice
from the Required Lenders if they make such determination) will promptly notify
the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make
or maintain Eurodollar Rate Loans shall be suspended until the Administrative
Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing, Conversion or Continuation of Eurodollar
Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in the amount specified therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements utilized, as
to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then
from time to time upon demand of such Lender together with appropriate
supporting documentation (with a copy of such demand and documentation to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.



                                       55
<PAGE>

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender together with appropriate supporting documentation (with a copy of
such demand and documentation to the Administrative Agent), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender for
such reduction.

         3.05 FUNDING LOSSES. Upon demand of any Lender together with
appropriate supporting documentation (with a copy of such demand and
documentation to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:

         (a) any Continuation, Conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, Continue or Convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Interbank Offered Rate used in
determining the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the applicable Eurodollar interbank market for Dollars for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate
of the Administrative Agent or any Lender claiming compensation under this
Article III and setting forth with specificity the additional amount or amounts
to be paid to it hereunder shall be conclusive in the absence of manifest error.
In determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods.

         3.07 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
Obligations.



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<PAGE>


                                   ARTICLE IV

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent:

         (a) Unless either (x) waived by all the Lenders (or by the
Administrative Agent with respect to immaterial matters or items specified in
clause (v) or (xxi) below with respect to which the Borrower has given
assurances satisfactory to the Administrative Agent that such items shall be
delivered promptly following the Closing Date), or (y) deferred to a reasonable
later date after the Closing Date at the reasonable discretion of the
Administrative Agent pursuant to the post-closing agreement (the "Post-Closing
Agreement") entered into between the Borrower and the Administrative Agent as of
the Closing Date, a copy of which will be delivered to each of the Lenders, the
Administrative Agent's receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

                  (i) executed counterparts of this Agreement, the Guaranty and
         each of the Security Instruments, sufficient in number for distribution
         to the Administrative Agent, each Lender and the Borrower;

                  (ii) Revolving Loan Notes and Term Loan Notes executed by the
         Borrower in favor of each Lender requesting such a Note, each in a
         principal amount equal to such Lender's (A) Revolving Credit Commitment
         or (B) Pro Rata Term Share of the Term Loan, as applicable;

                  (iii) a Swing Line Note executed by the Borrower in favor of
         the Swing Line Lender (if it requests such a Note) in the principal
         amount of the Swing Line Sublimit;

                  (iv) such certificates of resolutions or other Organizational
         Action, incumbency certificates (including specimen signatures) and/or
         other certificates of Responsible Officers of the signing Loan Party as
         the Administrative Agent may reasonably require to evidence the
         identities of and the authority and capacity of each Responsible
         Officer thereof authorized to act as a Responsible Officer in
         connection with this Agreement and the other Loan Documents to which
         such Loan Party is a party;

                  (v) such documents and certifications as the Administrative
         Agent may reasonably require to evidence that each Loan Party is duly
         organized or formed, validly existing, in good standing and qualified
         to engage in business in each jurisdiction in which it is required to
         be qualified to engage in business except where the failure to be so
         qualified could not reasonably be expected to have a Material Adverse
         Effect, including certified copies of each Loan Parties' Organization
         Documents, certificates of good standing and/or qualification to engage
         in business;



                                       57
<PAGE>


                  (vi) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, (B) that there is no event,
         circumstance, action, suit, investigation or proceeding pending or, to
         the best of the Borrower's knowledge, threatened in any court or before
         any arbitrator or Governmental Authority since the date of the Audited
         Financial Statements which has or could reasonably be expected to have
         a Material Adverse Effect, (C) that the current implied rating on the
         Borrower's senior secured indebtedness as of the Closing Date is not
         lower than B1 by Moody's and B+ by S&P, (D) that prior to or
         substantially simultaneously with the Closing Date, not less than
         $147,654,000 in gross proceeds have been or are being delivered to the
         Borrower as a result of the issuance of the Subordinated Notes, and in
         the event such proceeds are being delivered from escrow, all conditions
         precedent to the release therefrom (other than the occurrence of the
         Closing Date) shall have been satisfied or waived, (E) that (I) the
         Transaction has been consummated, or is being consummated substantially
         simultaneously herewith, in accordance with the terms of the
         Transaction Documents and in compliance with applicable law and
         regulatory approvals, (II) all governmental, shareholder and third
         party consents and approvals necessary in connection with the
         Transaction shall have been obtained, (III) all such consents and
         approvals shall be in force and effect, (IV) all applicable waiting
         periods shall have expired (including the expiration or early
         termination of any Hart-Scott Rodino waiting period) without any action
         being taken by any Governmental Authority that could restrain, prevent
         or impose any material adverse conditions on the Transaction or that
         could seek or threaten any of the foregoing, (V) the aggregate purchase
         price of the Transaction does not exceed $160,000,000 (including the
         face amount of the Seller Notes and the amounts deposited into any
         escrow account for payment of indemnities or other amounts under any of
         the Transaction Documents, but excluding any earnouts and assumed
         liabilities), and (VI) except those conditions set forth on Schedule
         5.17(b), each of which is subject to the terms of the Post-Closing
         Agreement, all conditions precedent to the consummation of the
         Transaction have been satisfied without waiver (except to the extent
         such waiver is set forth on Schedule 5.17(a)), (F) as to the matters
         described in Section 4.01(d), and (G) that Consolidated Net Worth as of
         the Closing Date, after giving effect to the Transaction and the
         issuance of the Subordinated Notes, is not less than the amount set
         forth in Section 7.13(a)(A), together with such other evidence of or
         documentation relating to any matters described in (A) through (G)
         above as the Administrative Agent may request;

                  (vii) an opinion or opinions of counsel to each Loan Party in
         form and substance satisfactory to the Administrative Agent;

                  (viii) with respect to each opinion delivered in connection
         with the Transaction, either (A) reliance letters from applicable
         counsel to the Sellers or the Borrower entitling the Administrative
         Agent and the Lenders to rely on such opinion, or (B) inclusion of the
         Administrative Agent and the Lenders as reliance parties in such
         opinion;

                  (ix) (A) the consolidated financial statements of the Borrower
         and its Subsidiaries for the fiscal years ended 1999, 2000 and 2001,
         including balance sheets and related statements of operations, changes
         in stockholders' equity and cash flows, all audited and opined on by
         Ernst & Young LLP and prepared in conformity with GAAP,



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<PAGE>


         (B) the consolidated financial statements of Tilia International, Inc.
         and its Subsidiaries for the fiscal years ended 1999, 2000 and 2001,
         including balance sheets and related statements of income or
         operations, shareholders' equity and cash flows, all audited and
         opined on by Arthur Andersen LLP and prepared in conformity with GAAP,
         (C) interim quarterly financial statements, and quarterly working
         capital detail, for the Borrower (pro forma for the Transaction) for
         the twelve months preceding the Transaction and first projected year
         after the Transaction, all prepared by management of the Borrower, (D)
         a pro forma balance sheet of the Borrower and its subsidiaries as of
         Closing after giving effect to the Transaction and the transactions
         contemplated hereby and reflecting estimated purchase price accounting
         adjustments, prepared by management of the Borrower, and (E) such
         other financial information and information relating to the
         Transaction as the Administrative Agent may reasonably request,
         including a copy of the review of the business of the Borrower and its
         subsidiaries prepared by the Borrower;

                 (x) evidence that the Existing Credit Facility has been or
         concurrently with the Closing Date is being terminated, all
         indebtedness and obligations of the Borrower and its Subsidiaries
         incurred thereunder, and under the other documents executed and
         delivered in connection therewith, have been, or with the initial
         Credit Extension hereunder on the Closing Date will be, repaid and the
         Borrower and its Subsidiaries released from all liability thereunder
         except such as by their express terms survive such repayment and
         termination, and all Liens securing obligations under the Existing
         Credit Facility have been or concurrently with the Closing Date are
         being released;

                  (xi) notice of appointment of the initial Responsible
         Officer(s);

                  (xii) evidence of all insurance required by the Loan
         Documents;

                  (xiii) an initial Revolving Loan Notice or Swing Line
         Revolving Loan Notice, or both, if any;

                  (xiv) an initial Term Loan Interest Rate Selection Notice, if
         any;

                  (xv) certified copies of the executed Transaction Documents,
         each of which shall be in form and substance satisfactory to the
         Administrative Agent and shall not have been amended, altered or
         otherwise changed or supplemented from the drafts thereof most recently
         delivered to and reviewed by the Administrative Agent;

                  (xvi) certified copies of the executed Subordinated Indenture
         and each of the Subordinated Notes, and evidence of receipt of at least
         $147,654,000 in gross proceeds therefrom;

                  (xvii) a certificate of the chief financial officer or other
         Responsible Officer of the Borrower, or such other Person as is
         permitted under the terms of the Subordinated Indenture and the
         Subordinated Notes, certifying that the Obligations qualify as "Senior
         Debt" and "Designated Senior Debt" (each as defined in the Subordinated
         Indenture);

                  (xviii) delivery of Uniform Commercial Code financing
         statements suitable in form and substance for filing in all places
         required by applicable law to perfect the Liens



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<PAGE>



         of the Administrative Agent under the Security Instruments as a first
         priority Lien as to items of Collateral in which a security interest
         may be perfected by the filing of financing statements, and such other
         documents and/or evidence of other actions as may be necessary under
         applicable law to perfect the Liens of the Administrative Agent under
         the Security Instruments as a first priority Lien in and to such other
         Collateral as the Administrative Agent may require, including without
         limitation the delivery by the Borrower of all documents required
         under Article IIA and certificates evidencing Pledged Interests,
         accompanied in each case by duly executed stock powers (or other
         appropriate transfer documents) in blank affixed thereto;

                  (xix) evidence of payment in full of the Tilia Indebtedness
         including payoff letters, UCC-3 Termination Statements, and all other
         evidence of cancellation of the liens and Indebtedness arising under
         the Tilia Indebtedness and termination of the related credit facilities
         as the Administrative Agent may request;

                  (xx) Uniform Commercial Code search results showing only those
         Liens as are acceptable to the Lenders;

                  (xxi) waivers with respect to the Collateral and such other
         matters as the Administrative Agent may require, in form and substance
         satisfactory to the Administrative Agent, executed by (A) the owner of
         each location required by the Administrative Agent leased by the
         Borrower or any Loan Party, and (B) the owner or operator, as
         applicable, of each location required by the Administrative Agent at
         which Collateral is located (including without limitation each
         independent warehouse) but which is neither owned nor leased by any
         Loan Party;

                  (xxii) a certificate signed by a Responsible Officer of the
         Borrower certifying that as of the Closing Date, upon and after giving
         effect to the Transaction, the issuance of the Subordinated Notes (and
         the receipt of proceeds therefrom), the payment in full of all amounts
         owing under, and the cancellation of, the Tilia Indebtedness and the
         Existing Credit Facility, the occurrence of the Closing Date and the
         initial Credit Extension, (A) the Borrower and each of its Subsidiaries
         shall be Solvent, both individually and collectively, and (B) the
         Outstanding Amount of Revolving Loans, Swing Line Loans and L/C
         Obligations, on a combined basis, will not exceed $25,000,000;

                  (xxiii) the original of the Wilbert Note, accompanied by duly
         executed document of assignment (or other appropriate transfer
         documents) in blank affixed thereto; and

                  (xxiv) such other assurances, certificates, documents,
         consents or opinions as the Administrative Agent, the L/C Issuer, the
         Swing Line Lender or the Required Lenders reasonably may require.

         (b) Any fees required to be paid on or before the Closing Date shall
have been paid.

         (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as
shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that



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<PAGE>


such estimate shall not thereafter preclude a final settling of accounts between
the Borrower and the Administrative Agent).

         (d) In the good faith judgment of the Administrative Agent and the
Lenders:

                  (i) there shall not have occurred or become known to the
         Administrative Agent or the Lenders any event, condition, situation or
         status since the date of the information contained in the financial and
         business projections, budgets, pro forma data and forecasts concerning
         the Borrower and its Subsidiaries delivered to the Administrative Agent
         prior to the Closing Date that has had or could reasonably be expected
         to result in a Material Adverse Effect;
                  (ii) there shall not exist (A) any order, decree, judgment,
         ruling or injunction which restrains the consummation of the
         Transaction in the manner contemplated by the Transaction Documents,
         and (b) any pending or, to the knowledge of the Borrower or any
         Guarantor or to the Administrative Agent, threatened action, suit,
         investigation or other arbitral, administrative or judicial proceeding,
         which, if adversely determined, could reasonably be expected to result
         in a Material Adverse Effect; and

                  (iii) the Borrower shall have received all approvals, consents
         and waivers, and shall have made or given all necessary filings and
         notices as shall be required to consummate the transactions
         contemplated hereby without the occurrence of any default under,
         conflict with or violation of (A) any applicable law, rule, regulation,
         order or decree of any Governmental Authority or arbitral authority or
         (B) any agreement, document or instrument to which the Borrower or any
         Subsidiary is a party or by which any of them or their properties is
         bound.

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS AND CONVERSIONS AND
CONTINUATIONS. The obligation of each Lender to honor any Revolving Loan Notice,
Swing Line Revolving Loan Notice or Term Loan Interest Rate Selection Notice
(other than a Revolving Loan Notice or Term Loan Interest Rate Selection Notice
requesting only a Conversion of Eurodollar Rate Loans to Base Rate Loans) is
subject to the following conditions precedent:

         (a) The representations and warranties of the Borrower contained in
Article V or in any other Loan Documents shall be true and correct on and as of
the date of such Credit Extension, Conversion or Continuation, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date.

         (b) No Default or Event of Default shall exist, or would result from
such proposed Credit Extension, Conversion or Continuation.

         (c) The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Revolving Loan Notice, Swing Line
Revolving Loan Notice, a Letter of Credit Application or an Term Loan Interest
Rate Selection Notice, as applicable, in accordance with the requirements
hereof.



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<PAGE>


         (d) The Administrative Agent shall have received, in form and substance
reasonably satisfactory to it, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Required
Lenders reasonably may require.

         Each Revolving Loan Notice, Swing Line Revolving Loan Notice, Letter of
Credit Application and Term Loan Interest Rate Selection Notice submitted by the
Borrower under this Section 4.02 shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.



                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants (each of such representations and
warranties as made as of the Closing Date to be deemed made giving effect to the
Transaction) to the Administrative Agent and the Lenders that:

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is a corporation, limited partnership, partnership or limited
liability company duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its
business and to execute and deliver, and perform its obligations under, the
Transaction Documents and the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, except where the
failure so to qualify or be licensed could not reasonably be expected to have a
Material Adverse Effect, and (d) is in compliance with all Laws, except to the
extent any non-compliance could not reasonable be expected to have a Material
Adverse Effect.

         5.02     AUTHORIZATION; NO CONTRAVENTION.

                  (a) Except as set forth on Schedule 5.02(a), the execution,
         delivery and performance by each Loan Party of each Transaction
         Document to which such Person is party, have been duly authorized by
         all necessary corporate or other Organizational Action, and do not and
         will not (i) contravene the terms of any of the Person's Organization
         Documents; (ii) conflict with or result in any breach or contravention
         of, or the creation or imposition of any Lien (other than Permitted
         Liens) under, any material Contractual Obligation to which the Person
         is a party or any order, injunction, writ or decree of any Governmental
         Authority or arbitral award to which such Person or its property is
         subject, except any Liens in favor of the Administrative Agent and the
         Lenders created by the Loan Documents; or (iii) violate any Law the
         violation of which could reasonably be expected to have a Material
         Adverse Effect.



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<PAGE>


                  (b) The execution, delivery and performance by each Loan Party
         of each Loan Document to which such Person is party, have been duly
         authorized by all necessary corporate or other Organizational Action,
         and do not and will not (i) contravene the terms of any of the Person's
         Organization Documents; (ii) conflict with or result in any breach or
         contravention of, or the creation or imposition of any Lien under, any
         Contractual Obligation to which the Person is a party or any order,
         injunction, writ or decree of any Governmental Authority or arbitral
         award to which such Person or its property is subject, except any Liens
         in favor of the Administrative Agent and the Lenders created by the
         Loan Documents; or (iii) violate any Law.

         5.03 GOVERNMENTAL AND THIRD-PARTY AUTHORIZATION. No further approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document or any
Transaction Document, which has not been obtained or effected or with respect to
which the failure so to obtain or effect could not reasonably be expected to
have a Material Adverse Effect.

         5.04 BINDING EFFECT. This Agreement and each Transaction Document has
been, and each other Loan Document, when delivered hereunder, will have been,
duly executed and delivered by each Loan Party that is party thereto. This
Agreement and each Transaction Document constitutes, and each other Loan
Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is party
thereto in accordance with its terms, except as the enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization and other
similar Laws relating to or affecting creditors' rights generally and by the
application of general equitable principles (whether considered in proceedings
at law or in equity).

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) Each of the Audited Financial Statements and the Tilia Financial
Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness to the
extent disclosure of the same (including disclosure in the notes to financial
statements) would be required to be disclosed under GAAP.

         (b) (i) The financial reports delivered pursuant to Sections
4.01(a)(ix)(C) and (D) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (ii) the pro forma balance sheet, giving effect to the
Transaction, delivered pursuant to Section 4.01(a)(ix)(D) (I) fairly presents in
all material respects the pro forma financial condition of the Borrower and its
Subsidiaries as of the date thereof on a pro forma basis in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (II) shows all material


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<PAGE>



indebtedness and other liabilities, direct or contingent, of the Borrower and
its Subsidiaries as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness, pro forma for the Transaction, to the
extent disclosure of the same (including disclosure in the notes to financial
statements) would be required to be disclosed under GAAP.

         (c) Since the date of the Audited Financial Statements, there has been
no event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect.

         5.06 LITIGATION. Except as specifically disclosed in Schedule 5.06,
there are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower or any of the Guarantors, threatened, at law, in
equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to this Agreement or any other
Loan Document or any Transaction Document, or the Transaction or any of the
transactions contemplated hereby, or (b) if determined adversely, could
reasonably be expected to have a Material Adverse Effect.

         5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

         5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, and giving effect to the application of
the proceeds of the Subordinated Notes, the Seller Notes and the Term Loan, the
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.

         5.09 ENVIRONMENTAL COMPLIANCE. Except as listed on Schedule 5.09, (a)
the Borrower and each Subsidiary is in compliance in all material respects with
all applicable Environmental Laws and has been issued and currently maintains
all required federal, state and local permits, licenses, certificates and
approvals, except to the extent the failure to have so been issued and maintain
any such permit, license, certificate or approval could not reasonably be
expected to have a Material Adverse Effect, and (b) neither the Borrower nor any
Subsidiary has been notified of any pending or threatened action, suit,
proceeding or investigation, and neither the Borrower nor any Subsidiary is
aware of any facts, which (i) calls into question, or could reasonably be
expected to call into question, compliance by the Borrower or any Subsidiary
with any Environmental Laws, (ii) seeks, or could reasonably be expected to form
the basis of a meritorious proceeding, to suspend, revoke or terminate any
license, permit or approval necessary for the operation of the Borrower's or any
Subsidiary's business or facilities or for the generation, handling, storage,
treatment or disposal of any Hazardous Materials, or (iii) seeks to cause, or
could reasonably be expected to form the basis of a meritorious proceeding to
cause, any property of the Borrower or any Subsidiary or other Loan Party to be
subject to any restrictions on ownership, use, occupancy or transferability
under any Environmental Law, any of which could reasonably be expected to have a
Material Adverse Effect.



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<PAGE>


         5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or its
Subsidiaries operate. In addition to, and without being limited by, the
foregoing, the Borrower and its Subsidiaries are currently maintaining the
insurance required by each of the Security Instruments, and all premiums payable
in respect of such insurance are current and all such insurance is in force.

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. After giving effect to the
issuance of the Subordinated Notes and the Seller Notes, there is no proposed
tax assessment against the Borrower or any Subsidiary, including any such
assumed by any Loan Party under the Transaction Documents, that would, if made,
have a Material Adverse Effect.

         5.12 ERISA COMPLIANCE.

         (a) Except as set forth on Schedule 5.12, each Plan is in compliance in
all material respects with the applicable provisions of ERISA, the Code and
other Federal or state Laws, except for any required amendment for which the
remedial amendment period as defined in Section 401(b) of the Code has not yet
expired. Each Plan that is intended to qualify under Section 401(a) of the Code
has received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and,
to the best knowledge of the Borrower, nothing has occurred which would prevent,
or cause the loss of, such qualification. Except as set forth on Schedule 5.12,
the Borrower and each ERISA Affiliate have made all required contributions to
each Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the
Code has been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with



                                       65
<PAGE>


respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

         5.13 SUBSIDIARIES. The Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13 and has no equity
investments in any other corporation or entity other than those specifically
disclosed in Part (b) of Schedule 5.13.

         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document (a) except with respect to financial
projections concerning the Borrower and its Subsidiaries, contains any untrue
statement of a material fact or omits any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (b) in the case of
financial projections concerning the Borrower and its Subsidiaries, have been
prepared in good faith based upon assumptions the Borrower believes to be
reasonable.

         5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all Intellectual Property that is
currently used for the operation of their respective businesses, without known
conflict with the rights of any other Person. To the best knowledge of the
Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Borrower or any Subsidiary infringes upon any rights held by
any other Person. Except as specifically disclosed in Schedule 5.16, no claim or
litigation regarding any of the foregoing is pending or, to the best knowledge
of the Borrower, threatened, and no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard or code is pending or,
to the knowledge of the Borrower, proposed, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

         5.17 CONSUMMATION OF THE TRANSACTION.

         (a) The Transaction has been consummated, or is being consummated
substantially simultaneously with the Closing Date, in accordance with the terms
of the Transaction Documents and in compliance with applicable law and
regulatory approvals.



                                       66
<PAGE>


         (b) All conditions to the consummation of the Transaction have been
satisfied, including the obtaining of all governmental, shareholder and third
party consents and approvals necessary in connection with the Transaction, and
all such consents and approvals are in full force and effect, except (i) as set
forth in Schedule 5.17(a), each of which closing conditions has been waived by
the parties to the Transaction, and (ii) as set forth on Schedule 5.17(b), each
of which closing conditions is subject to the terms of the Post-Closing
Agreement.

         (c) All applicable waiting periods with respect to the Transaction have
expired (including the expiration or early termination of any Hart-Scott Rodino
waiting period) without any action being taken by any authority that could
restrain, prevent or impose any material adverse conditions on the Transaction.

         (d) The aggregate purchase price of the Transaction does not exceed
$160,000,000 (including the face amount of the Seller Notes and the amounts
deposited into any escrow account for payment of indemnities or other amounts
under any of the Transaction Documents, but excluding any earnouts and assumed
liabilities).

         (e) Assuming the occurrence of the Closing Date, (i) both the Existing
Credit Facility and the Tilia Indebtedness have been terminated, (ii) all
indebtedness and obligations of the Borrower and its Subsidiaries incurred
thereunder, and under the other documents executed and delivered in connection
therewith, have been repaid, (iii) the Borrower and its Subsidiaries have been
released from all liability thereunder except such as by their express terms
survive such repayment and termination, and (iv) all Liens securing obligations
under the Existing Credit Facility or the Tilia Indebtedness have been released.

         (f) On the Closing Date only, after giving effect to the occurrence of
the Closing Date, the Transaction, the initial Credit Extension hereunder on the
Closing Date, the issuance of the Subordinated Notes (and the receipt of
proceeds therefrom), the payment in full of all amounts owing under, and the
cancellation of, the Tilia Indebtedness and the Existing Credit Facility, the
Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, on
a combined basis, does not exceed $25,000,000.

         5.18 SOLVENCY. After giving effect to the initial Credit Extension
hereunder on the Closing Date, the issuance of the Subordinated Notes (and the
receipt of proceeds therefrom), and the payment in full of all amounts owing
under, and the cancellation of, the Tilia Indebtedness and the Existing Credit
Facility, the Borrower and each of the Guarantors are Solvent, both individually
and collectively.



                                       67
<PAGE>

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Revolving Credit Commitment
hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding (other than contingent Obligations
consisting of continuing indemnities and other contingent Obligations of the
Borrower or any Guarantor that may be owing to the Lenders pursuant to the Loan
Documents and expressly survive termination of this Agreement), the Borrower
shall, and shall (except in the case of the covenants set forth in Sections
6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

         (a) as soon as available, but in any event within 90 days after the end
of each fiscal year of the Borrower, a consolidated and consolidating balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal year,
and the related consolidated and consolidating statements of income or
operations, cash flows and (as to consolidated statements only) stockholders'
equity for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, and (except with respect to consolidating balance sheets
and related consolidating statements) audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any qualifications or exceptions as to the scope of the
audit or the going concern status of the Borrower nor to any other
qualifications and exceptions not reasonably acceptable to the Required Lenders;
and

         (b) as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower,
a consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated
and consolidating statements of income or operations, cash flows and (as to
consolidated statements only) stockholders' equity for such fiscal quarter and
for the portion of the Borrower's fiscal year then ended, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only
to normal, recurring year end audit adjustments and the absence of footnotes.

         6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the
Administrative Agent and the Required Lenders:

         (a) concurrently with the delivery of the financial statements referred
to in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge


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<PAGE>


was obtained of any Default or Event of Default under the financial covenants
set forth herein or, if any such Default or Event of Default shall exist,
stating the nature and status of such event;

         (b) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower;

         (c) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a), quarterly projected financial statements, and quarterly
projected working capital detail, for the next fiscal year of the Borrower, all
prepared by management of the Borrower.

         (d) promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the Borrower by independent accountants in connection
with the accounts or books of the Borrower or any Subsidiary, or any audit of
any of them;

         (e) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, periodic
and special reports and registration statements which the Borrower may file or
be required to file with the Securities and Exchange Commission under Section 13
or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to
be delivered to the Administrative Agent pursuant hereto; and

         (f) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the
Administrative Agent, at the reasonable request of any Lender, may from time to
time request.

         Each document required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(e) shall be deemed to have been delivered on the date on
which the Borrower posts such document on the Borrower's website on the Internet
at the website address listed on Schedule 10.02 hereof, or when such document is
posted on the Securities and Exchange Commission's website at www.sec.gov (the
"SEC Website") or on an Internet website established by the Administrative Agent
with Intralinks, Inc. or other similarly available electronic media (each of the
foregoing an "Informational Website"); provided that (i) the Borrower shall
deliver paper copies of all such documents to the Administrative Agent or any
Lender that requests the Borrower to deliver such paper copies until a request
to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Administrative Agent and each Lender shall be notified by
electronic mail of the applicable Informational Website and of the posting of
each such document. The Administrative Agent shall have no obligation to request
the delivery or to maintain copies of the documents referred to above in this
paragraph, and in any event shall have no responsibility to monitor compliance
by the Borrower with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of
such documents.

         6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:



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<PAGE>


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

         (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, any of the Transaction Documents or any other Contractual
Obligation of the Borrower or any Subsidiary; or (ii) any dispute, litigation,
investigation, proceeding or suspension between the Borrower or any Subsidiary
and any Governmental Authority;

         (c) of any litigation, investigation or proceeding affecting the
Borrower or any Subsidiary in which the amount involved (excluding amounts
covered by applicable insurance as to which no reservation of rights is in
effect) exceeds the Threshold Amount, or in which injunctive relief or similar
relief is sought, which relief, if granted, could reasonably be expected to have
a Material Adverse Effect;

         (d) of the occurrence of any material ERISA Event;

         (e) of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

         (f) of any (i) violation or alleged violation by the Borrower or any
Subsidiary of any applicable Environmental Laws; (ii) release or threatened
release by the Borrower or any Subsidiary, or by any Person handling,
transporting or disposing of any Hazardous Materials on behalf of the Borrower
or any Subsidiary, or at any facility or property owned or leased or operated by
the Borrower or any Subsidiary, of any Hazardous Materials, except where
occurring legally; (iii) liability or alleged liability of the Borrower or any
Subsidiary for the costs of cleaning up, removing, remediating or responding to
a release of Hazardous Materials; or (iv) the commencement of, or any material
development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws except to
the extent such litigation or proceeding could not reasonably be expected to
have a Material Adverse Effect.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of
a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto, and with respect to matters in subsection (f),
copies of all related notices, complaints, orders, directives, claims and
citations. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement or other Loan Document
that have been breached.

         6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien (other than during
the period in which such Lien may be a Permitted Lien) upon its property, unless
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary and foreclosure or other enforcement of such
Liens in respect of the Collateral have not commenced or have been


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<PAGE>


effectively stayed; and (c) all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness and subject to any provision of this Agreement.

         6.05 PRESERVATION OF EXISTENCE, ETC. Except in a transaction permitted
by Section 7.04 or 7.05, preserve, renew and maintain in full force and effect
its legal existence and good standing under the Laws of the jurisdiction of its
organization; take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, and preserve or renew all of its registered Intellectual Property,
except in each case to the extent failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

         6.07 MAINTENANCE OF INSURANCE. In the event compliance with the
insurance requirements set forth in the Security Instruments does not satisfy
the following requirements, maintain with financially sound and reputable
insurance companies not Affiliates of the Borrower, insurance with respect to
its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts (after giving effect to any self-insurance compatible
with the following standards) as are customarily carried under similar
circumstances by such other Persons and providing for not less than 30 days
prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance.

         6.08 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.

         (a) Comply in all material respects with the requirements of all Laws
(including Environmental Laws) and Contractual Obligations applicable to it or
to its business or property, except (other than with respect to those matters
covered in subsection (b) below) in such instances in which (i) such requirement
of Law or Contractual Obligation is being contested in good faith by appropriate
proceedings diligently conducted or a bona fide dispute exists with respect
thereto; or (ii) with respect to Contractual Obligations only, the failure to
comply therewith could not reasonably be expected to have a Material Adverse
Effect.

         (b) In addition to the foregoing, if the Borrower or any Subsidiary
shall receive any letter, notice, complaint, order, directive, claim or citation
alleging that the Borrower or any Subsidiary has violated any Environmental Law,
has released any Hazardous Material, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials, the
Borrower and any Subsidiary shall, within the time period permitted and to the
extent required by applicable Laws or the Governmental Authority responsible for
enforcing such Environmental Law, remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation or release or satisfy such
liability unless such requirement is being contested in good faith by
appropriate proceedings diligently conducted and adequate



                                       71
<PAGE>


reserves in accordance with GAAP are being maintained by the Borrower or such
Subsidiary and such contest effectively stays any requirement to effect such
removal or remedy.

         6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at reasonable times during normal business hours as often as
may be reasonably desired, and upon reasonable advance notice to the Borrower,
and (subject to the following proviso) (a) at the expense of the Borrower one
time per year in the case of inspection by the Administrative Agent or such
other Lender as it may designate, and (b) otherwise at the expense of the
Lenders; provided, however, that when a Default or Event of Default has occurred
and is continuing the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the sole expense of the Borrower at any time during normal business
hours and without advance notice.

         6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA Affiliates
to do, each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

         6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions (i) for
working capital, Capital Expenditures, and other general corporate purposes of
the Borrower and its Subsidiaries not in contravention of any Law or of any Loan
Document; and (ii) together with the proceeds of the Subordinated Notes and
available cash, (A) to refinance certain outstanding existing indebtedness,
including all indebtedness outstanding under the Existing Credit Facility and
the Tilia Indebtedness, (B) to pay the cash portion of the purchase price of the
Transaction, and (C) to pay fees and expenses incurred in connection with the
Transaction.

         6.13 MAINTAIN PRINCIPAL LINE OF BUSINESS. Continue at all times to
conduct its business and engage principally in the Permitted Business.

         6.14 NEW SUBSIDIARIES AND PLEDGORS. (a) As soon as practicable but in
any event within 30 days following the acquisition or creation of any Subsidiary
that is a Domestic Subsidiary or Direct Foreign Subsidiary, cause to be
delivered to the Administrative Agent each of the following:

                  (i) if such Subsidiary is a Domestic Subsidiary, a Guaranty
         Joinder Agreement duly executed by such Subsidiary;


                                       72
<PAGE>


                  (ii) if such Subsidiary is a Domestic Subsidiary, a Security
         Joinder Agreement duly executed by such Subsidiary (with all schedules
         thereto appropriately completed);

                  (iii) if such Subsidiary is a Domestic Subsidiary or a Direct
         Foreign Subsidiary, and any of the Subsidiary Securities issued by such
         Subsidiary are owned by a Subsidiary who has not then executed and
         delivered to the Administrative Agent the Pledge Agreement or a Pledge
         Joinder Agreement granting a Lien to the Administrative Agent, for the
         benefit of the Secured Parties, in such Pledged Interests, a Pledge
         Joinder Agreement (with all schedules thereto appropriately completed)
         duly executed by the Subsidiary that directly owns such Pledged
         Interest (or, as to Pledged Interests issued by any Direct Foreign
         Subsidiary, a pledge agreement or comparable document pursuant to the
         laws of the jurisdiction of formation of such Subsidiary in form and
         substance acceptable to the Administrative Agent);

                  (iv) if such Subsidiary is a Domestic Subsidiary or a Direct
         Foreign Subsidiary, and any of the Subsidiary Securities issued by such
         Subsidiary are owned by the Borrower or a Subsidiary who has previously
         executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge
         Agreement Supplement by each Borrower and Subsidiary that owns any of
         such Pledged Interests with respect to such Pledged Interests in the
         form required by the Pledge Agreement;

                  (v) if the Pledged Interests issued or owned by such
         Subsidiary constitute securities under Article 8 of the Uniform
         Commercial Code (A) the certificates representing 100% of such Pledged
         Interests and (B) duly executed, undated stock powers or other
         appropriate powers of assignment in blank affixed thereto;

                  (vi) if such Subsidiary is a Domestic Subsidiary and itself
         owns any Subsidiary that is or, after such acquisition or transaction,
         will be a Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge
         Joinder Agreement (with all schedules thereto appropriately completed)
         duly executed by such Subsidiary (or, as to Pledged Interests issued by
         any Direct Foreign Subsidiary, a pledge agreement or comparable
         document pursuant to the laws of the jurisdiction of formation of such
         Subsidiary in form and substance reasonably acceptable to the
         Administrative Agent);

                  (vii) if such Subsidiary is a Domestic Subsidiary and owns any
         Intellectual Property, an IP Security Joinder Agreement duly executed
         by such Subsidiary (with all schedules thereto appropriately
         completed);

                  (viii) with respect to any Person that has executed a Pledge
         Joinder Agreement, a Pledge Agreement Supplement, a Security Joinder
         Agreement or an IP Security Joinder Agreement hereunder, Uniform
         Commercial Code financing statements naming such Person as "Debtor" and
         naming the Administrative Agent for the benefit of the Secured Parties
         as "Secured Party," in form, substance and number sufficient in the
         reasonable opinion of the Administrative Agent and its special counsel
         to be filed in all Uniform Commercial Code filing offices and in all
         jurisdictions in which filing is necessary or advisable to perfect in
         favor of the Administrative Agent for the benefit of the Secured
         Parties the Lien on the Collateral conferred under such Security
         Instrument to the extent such Lien may be perfected by Uniform
         Commercial Code filing;


                                       73
<PAGE>


                  (ix) unless the Administrative Agent expressly waives such
         requirement, an opinion of counsel to each Subsidiary executing any
         Joinder Agreement or Pledge Supplement, and the Borrower if it executes
         a Pledge Supplement, provided for in this Section 6.14 dated as of the
         date of delivery of such applicable Joinder Agreements (and other Loan
         Documents) provided for in this Section 6.14 and addressed to the
         Administrative Agent and the Lenders, in form and substance reasonably
         acceptable to the Administrative Agent, each of which opinions may be
         in form and substance, including assumptions and qualifications
         contained therein, substantially similar to those opinions of counsel
         delivered pursuant to Section 4.01(a)).

                  (x) current copies of the Organizational Documents and
         Operating Documents of each such Subsidiary that is a Domestic
         Subsidiary, minutes of duly called and conducted meetings (or duly
         effected consent actions) of the Board of Directors, partners, or
         appropriate committees thereof (and, if required by such Organizational
         Documents, Operating Documents or applicable law, of the shareholders,
         members or partners) of such Domestic Subsidiary authorizing the
         actions and the execution and delivery of documents described in this
         Section 6.14, all certified by the applicable Governmental Authority or
         appropriate officer as the Administrative Agent may elect.

         (b) As soon as practicable but in any event within 30 days following
the acquisition of any Pledged Interests by any Subsidiary who has not
theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who
is not required to deliver a Pledge Joinder Agreement pursuant to the preceding
provisions of this Section 6.14, cause to be delivered to the Administrative
Agent a Pledge Joinder Agreement (with all schedules thereto appropriately
completed) duly executed by the Subsidiary, and the documents, stock
certificates, stock powers, financing statements, opinions, Organizational
Documents, Operating Documents, and Organizational Action relating thereto and
to the pledge contained therein and described in clauses (v), (viii), (ix) and
(x) of Section 6.14(a).

         6.15 FURTHER ASSURANCES. At the Borrower's cost and expense, upon
request of the Administrative Agent, duly execute and deliver or cause to be
duly executed and delivered, to the Administrative Agent such further
instruments, documents, certificates, financing and continuation statements, and
do and cause to be done such further acts that may be reasonably necessary or
advisable in the reasonable opinion of the Administrative Agent to carry out
more effectively the provisions and purposes of this Agreement, the Guaranty,
the Security Instruments and the other Loan Documents.

         6.16 SELLER NOTES.

         (a) Determine and take all actions necessary to provide at all times
that the Administrative Agent and the Lenders are the "senior most Designated
Senior Debt" under the terms of the Seller Notes.

         (b) Provide written notice to the payee of each Seller Note, on the
same Business Day on which a Responsible Officer has knowledge, of any
subordination and prohibition of any payment under such Seller Note.


                                       74
<PAGE>


         (c) Take all commercially reasonable action to provide that the payee
of each of the Seller Notes (i) will not declare a default under or in
connection with such Seller Note or take, sue for, ask or demand from the
Borrower payment of all or any portion of such Seller Notes unless at least 10
days' prior written notice of such action is given to the Administrative Agent
and (ii) will not commence, or join with any creditor other than the Lenders and
the Administrative Agent in commencing, directly or indirectly, or cause the
Borrower to commence, or assist the Borrower in commencing, any proceeding
referred to in Section 4.2(a) of each Seller Note.



                                   ARTICLE VII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Revolving Credit Commitment
hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied
(other than contingent Obligations consisting of continuing indemnities and
other contingent Obligations of the Borrower or any Guarantor that may be owing
to the Lenders pursuant to the Loan Documents and expressly survive termination
of this Agreement), or any Letter of Credit shall remain outstanding, the
Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly:

         7.01 LIENS. 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 the following (collectively, the "Permitted Liens"):

         (a) Liens created or arising pursuant to the Security Instruments or
any other Loan Document;

         (b) Liens existing on the date hereof and listed on Schedule 7.01 and
any renewals or extensions thereof, provided that the property covered thereby
is not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

         (c) Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

         (d) statutory Liens of landlords who are not subject to a Landlord
Waiver, 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 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

         (e) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;


                                       75
<PAGE>


         (f) deposits to secure the performance of bids, trade contracts and
leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, or arising as a
result of process payments under government contracts to the extent required or
imposed by applicable Laws, all to the extent incurred in the ordinary course of
business;

         (g) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

         (h) Liens securing judgments for the payment of money in an aggregate
amount not in excess of the Threshold Amount (except to the extent covered by
independent third-party insurance as to which the insurer has acknowledged in
writing its obligation to cover), unless any such judgment remains undischarged
for a period of more than 30 consecutive days during which execution is not
effectively stayed;

         (i) Liens securing Indebtedness of any Subsidiary that is not a
Guarantor to the Borrower or any Subsidiary;

         (j) Liens securing Indebtedness permitted under Section 7.03(e);
provided that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby (x) is not less than 75% of the cost of property acquired on the date of
acquisition and (y) does not exceed the cost or fair market value, whichever is
lower, of the property being acquired on the date of acquisition; and

         (k) Liens on assets other than equity interests in any Subsidiary
securing Indebtedness (including Indebtedness committed to the Borrower or any
Subsidiary but not advanced) in aggregate outstanding principal amount not to
exceed $5,000,000 at any time.

         7.02 INVESTMENTS. Make any Investments, except:

         (a) Investments that are existing on the date hereof and listed on
Schedule 7.02, including the Seller Notes and any Investment in connection with
the Escrow Agreements;

         (b) Investments held by the Borrower or such Subsidiary in the form of
Eligible Securities and cash equivalents;

         (c) advances to officers, directors and employees of the Borrower and
Subsidiaries in an aggregate amount not to exceed $500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

         (d) Investments of (i) any Subsidiary in the Borrower, (ii) of the
Borrower or any Subsidiary in a Guarantor, (iii) of any Subsidiary that is not a
Guarantor in another Subsidiary that is not a Guarantor, or (iv) of the Borrower
or any Guarantor in any Subsidiary that is not a Guarantor in an amount not to
exceed $5,000,000 in the aggregate at any time outstanding;


                                       76
<PAGE>


         (e) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;

         (f) Investments permitted by Section 7.04;

         (g) Permitted Acquisitions;

         (h) Investments consisting of loans under the Executive Loan Program in
an aggregate principal amount not to exceed $7,500,000 at any time outstanding,
provided that any Investments under the Executive Loan Program outstanding on
the Closing Date shall be deemed to have been incurred pursuant to this Section
7.02(h) without regard to such Investment appearing on Schedule 7.02 or
otherwise being permitted under Section 7.02(a); and

         (i) other Investments in aggregate outstanding principal amount not to
exceed, at any time, $5,000,000.

         7.03 INDEBTEDNESS. Allow or permit any Subsidiary to create, incur,
assume or suffer to exist any Indebtedness other than:

         (a) Indebtedness under the Loan Documents;

         (b) Indebtedness outstanding on the date hereof and listed on Schedule
7.03, including without limitation Indebtedness under the Subordinated Notes and
the Seller Notes, and any refinancings, refundings, renewals or extensions
thereof; provided that (i) the amount of such Indebtedness is not increased at
the time of such refinancing, refunding, renewal or extension except by an
amount equal to the fees and expenses reasonably incurred in connection with
such refinancing and by an amount equal to any existing commitments unutilized
thereunder, (ii) none of the instruments and agreements evidencing or governing
such Indebtedness shall be amended, modified or supplemented after the Closing
Date, including in connection with any refinancing, refunding, renewal or
extension, to change any terms of subordination, repayment or rights of
enforcement, conversion, put or exchange, or to make any covenants or events of
default materially more restrictive or in any event more restrictive than as set
forth herein, from such terms and rights as in effect on the Closing Date;

         (c) Contingent Obligations of (i) the Borrower or any Guarantor in
respect of Indebtedness otherwise permitted hereunder of the Borrower or any
Guarantor, (ii) any Subsidiary that is not a Guarantor in respect of
Indebtedness otherwise permitted hereunder of any Subsidiary, provided that with
respect to each of (i) and (ii) such Contingent Obligations with respect to
Indebtedness that is subordinated to the Obligations shall be subordinated to
the same or greater extent, and (iii) of the Borrower or any Subsidiary in the
form of customary and commercially reasonable indemnification obligations
incurred in good faith in connection with any Permitted Acquisition;

         (d) obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks



                                       77
<PAGE>


associated with liabilities, commitments, investments, assets, or property held
or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person and not for purposes of speculation or taking a "market
view;" and (ii) such Swap Contract does not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;

         (e) Indebtedness in respect of Capital Leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(j); provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $5,000,000;

         (f) Indebtedness (i) of the Borrower or any Guarantor owing to the
Borrower or any Guarantor, (ii) of any Subsidiary that is not a Guarantor owing
to the Borrower or any Subsidiary, and (iii) of the Borrower or any Guarantor
owing to any Subsidiary that is not a Guarantor in an aggregate principal amount
not to exceed $5,000,000 at any time outstanding for all such Indebtedness
permitted under this subclause (iii); and

         (g) Unsecured Indebtedness (i) of the Borrowers and the Guarantors in
an aggregate principal amount not to exceed $10,000,000 at any time outstanding,
and (ii) of Subsidiaries that are not Guarantors in an aggregate principal
amount not to exceed $5,000,000 at any time outstanding.

         7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer, lease or otherwise Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom and subject
to Section 7.20:

         (a) any Subsidiary may merge with or transfer substantially all its
assets (upon voluntary liquidation or otherwise) to any Guarantor, provided
that, if a merger, the applicable Guarantor shall be the continuing or surviving
Person, and provided further that if a transfer of assets in the form of a sale
by a Subsidiary that is not a Guarantor, the sale shall be at fair market value
and the aggregate amount of all such sales shall not exceed $5,000,000;

         (b) any Subsidiary substantially all of whose assets consist of
Subsidiary Securities or other Equity Securities in any Person may merge with or
transfer substantially all its assets (upon voluntary liquidation or otherwise)
to the Borrower, provided that, if a merger, the Borrower shall be the
continuing or surviving Person, and provided further that if a transfer of
assets in the form of a sale by a Subsidiary that is not a Guarantor, the sale
shall be at fair market value and the aggregate amount of all such sales shall
not exceed $5,000,000; and

         (c) any Subsidiary that is not a Guarantor may merge with or sell
substantially all its assets (upon voluntary liquidation or otherwise) to any
one or more Subsidiaries that is not a Guarantor.

         7.05 DISPOSITIONS. In each case subject to Section 7.20, make any
Disposition or enter into any agreement to make any Disposition, except:



                                       78
<PAGE>


         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

         (b) Dispositions of inventory in the ordinary course of business;

         (c) Dispositions by the Borrower or any Subsidiary of equipment or real
property which is replaced by equipment or real property of substantially
equivalent or greater utility and value within ninety (90) days of the date of
disposition thereof, provided that if the fair market value of the property so
disposed of is greater than $3,000,000, the Administrative Agent shall have
received notice of such disposition from the Borrower not less than twenty (20)
days prior to the consummation of such disposition;

         (d) Dispositions of property (i) by any Subsidiary to a Guarantor, (ii)
by the Borrower or any Guarantor to any Guarantor, and (iii) by any Subsidiary
that is not a Guarantor to any other Subsidiary that is not a Guarantor; and

         (e) Dispositions permitted by Section 7.04; and

         (f) Dispositions not otherwise permitted by (a) through (e) above, so
long as the aggregate fair market value of all such property so disposed in any
fiscal year of the Borrower does not exceed $35,000,000 and the Net Proceeds
therefrom are applied as provided in Section 2.06(e); provided that, without
increasing the $35,000,000 limit provided in this Section 7.05(f), the first
$1,000,000 of Net Proceeds in each fiscal year of the Borrower realized from the
Disposition of Accounts under the Accounts Receivable Purchase Agreement shall
not be required to be applied as a prepayment as would otherwise be required
under Section 2.06(e).

         7.06 LEASE OBLIGATIONS. Create or suffer to exist any obligations for
the payment of rent for any property under lease or agreement to lease, except:

         (a) leases in existence on the date hereof and listed on Schedule 7.06,
and any renewal, refunding, extension or refinancing thereof; provided that with
respect to Capital Leases and Synthetic Leases (i) the amount of such Capital
Lease or Synthetic Lease is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to the fees and
expenses reasonably incurred in connection with such refinancing, and (ii) none
of the instruments and agreements evidencing or governing such Capital Lease or
Synthetic Lease shall be amended, modified or supplemented after the Closing
Date, including in connection with any refinancing, refunding, renewal or
extension, to change any terms of subordination, repayment or rights of
enforcement, conversion, put, exchange or other rights, or to make any covenants
or events of default materially more restrictive or in any event more
restrictive than as set forth herein, from such terms and rights as in effect on
the Closing Date; and

         (b) operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by the Borrower or any Subsidiary after the
date hereof in the ordinary course of business.

         7.07 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:



                                       79
<PAGE>


         (a) (i) each Guarantor may make Restricted Payments to the Borrower and
to other Guarantors, and (ii) each Subsidiary that is not a Guarantor may make
Restricted Payments to other Subsidiaries and the Borrower;

         (b) the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock of such
Person; and

         (c) the Borrower may repurchase shares of its own stock in an aggregate
amount not to exceed $10,000,000 in any fiscal year of the Borrower so long as
both immediately before and after the making of any such repurchase, and pro
forma for each such repurchase, (i) the Total Leverage Ratio is less than or
equal to 1.75 to 1.00, (ii) the excess of the Aggregate Revolving Credit
Commitments over the aggregate Outstanding Amount of all Revolving Loans, Swing
Line Loans and L/C Obligations shall equal or exceed $25,000,000, and (iii) no
Default or Event of Default shall have occurred and be continuing.

         7.08 ERISA. At any time engage in a transaction which could be subject
to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could reasonably be expected to
have a Material Adverse Effect.

         7.09 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business other than the Permitted Business.

         7.10 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower, other than for compensation and upon
fair and reasonable terms with Affiliates in transactions that are otherwise
permitted hereunder no less favorable to the Borrower or Subsidiary than would
be obtained in a comparable arm's-length transaction with a Person other than an
Affiliate.

         7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation that
limits the ability (a) of any Subsidiary to make Restricted Payments, loans or
advances to the Borrower or any Guarantor or to otherwise transfer property to
the Borrower or any Guarantor, or (b) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person, other
than standard and customary negative pledge provisions in property acquired with
the proceeds of any Capital Lease or purchase money financing that extend and
apply only to such acquired property.

         7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, provided
that to the extent permitted by Section 7.07(c), the proceeds of one or more
Credit Extensions may be used by the Borrower to purchase stock of the Borrower
so long as such purchase is made in compliance with Regulation U of the FRB and
all other applicable Laws.



                                       80
<PAGE>

         7.13 FINANCIAL COVENANTS.

         (a) Consolidated Net Worth. Permit Consolidated Net Worth of the
Borrower at any time to be less than the sum of (A) $30,000,000, (B) an amount
equal to 50% of the Consolidated Net Income earned in each fiscal quarter ending
after December 31, 2001 (with no deduction for a net loss in any such fiscal
quarter) and (C) an amount equal to 100% of the aggregate increases in
Stockholders' Equity of the Borrower and its Subsidiaries after the date hereof
by reason of the issuance and sale of capital stock of the Borrower (including
upon any conversion of debt securities of the Borrower into such capital stock).

         (b) Total Leverage Ratio. Permit the Total Leverage Ratio as of the end
of any Four-Quarter Period of the Borrower to be greater than the ratio set
forth below opposite such Four-Quarter Period:
<TABLE>
<CAPTION>
<S>                                                           <C>
------------------------------------------------------------ -------------------------------------------------------
Four-Quarter Period ending closest to:                                    Maximum Total Leverage Ratio
------------------------------------------------------------ -------------------------------------------------------

September 30, 2002;
December 31, 2002;                                                                3.50 to 1.00
March 31, 2003;
June 30, 2003; and
September 30, 2003

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

December 31, 2003;
March 31, 2004;                                                                   3.25 to 1.00
June 30, 2004; and
September 30, 2004

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

December 31, 2004 and thereafter                                                  3.00 to 1.00

------------------------------------------------------------ -------------------------------------------------------
</TABLE>


         (c) Senior Leverage Ratio. Permit the Senior Leverage Ratio as of the
end of any Four-Quarter Period of the Borrower to be greater than the ratio set
forth below opposite such Four-Quarter Period:
<TABLE>
<CAPTION>
<S>                                                          <C>
------------------------------------------------------------ -------------------------------------------------------
Four-Quarter Period ending closest to:                                   Maximum Senior Leverage Ratio
------------------------------------------------------------ -------------------------------------------------------

September 30, 2002;                                                               2.00 to 1.00
December 31, 2002; and
March 31, 2003
------------------------------------------------------------ -------------------------------------------------------

June 30, 2003;
September 30, 2003;                                                               1.75 to 1.00

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



                                       81
<PAGE>

<CAPTION>
<S>                                                           <C>
------------------------------------------------------------ -------------------------------------------------------
December 31, 2003;
March 31, 2004;
June 30, 2004; and
September 30, 2004

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

December 31, 2004 and thereafter                                                   1.50 to 1.00

------------------------------------------------------------ -------------------------------------------------------
</TABLE>


         (d) Fixed Charge Ratio. Permit the Fixed Charge Ratio as of the end of
any applicable period of the Borrower, beginning with the period ending closest
to September 30, 2002, to be less than 1.25 to 1.00.

         7.14 ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (i) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired are a Permitted Business, (ii) no Default
or Event of Default shall have occurred and be continuing either immediately
prior to or immediately after giving effect to such Acquisition and, if the Cost
of Acquisition is in excess of $10,000,000, the Borrower shall have furnished to
the Administrative Agent (A) pro forma historical financial statements as of the
end of the most recently completed fiscal year of the Borrower and most recent
interim fiscal quarter, if applicable giving effect to such Acquisition and (B)
a certificate in the form of Exhibit D prepared on a historical pro forma basis
as of the date of the Audited Financial Statements or, if later, as of the most
recent date for which financial statements have been furnished pursuant to
Section 6.01(a) or (b) giving effect to such Acquisition, which certificate
shall demonstrate that no Default or Event of Default would exist immediately
after giving effect thereto, (iii) the Person acquired shall be a wholly-owned
Subsidiary, or be merged into a wholly-owned Subsidiary, immediately upon
consummation of the Acquisition (or if assets are being acquired, the acquiror
shall be a wholly-owned Subsidiary), (iv) after the consummation of the
Acquisition each Subsidiary that is a Domestic Subsidiary or Direct Foreign
Subsidiary shall have complied with the provisions of Section 6.14, including
with respect to any new assets acquired, (v) if the Cost of Acquisition shall
exceed $20,000,000, the Required Lenders shall consent to such Acquisition in
their discretion, (vi) after giving effect to such Acquisition, the aggregate
Costs of Acquisition incurred in any fiscal year (on a noncumulative basis, with
the effect that amounts not incurred in any fiscal year may not be carried
forward to a subsequent period) shall not exceed $30,000,000.

         7.15 CAPITAL EXPENDITURES. Make or become legally obligated to make
Capital Expenditures which exceed in the aggregate in any fiscal year of the
Borrower described below (on a noncumulative basis, with the effect that amounts
not expended in any fiscal year may not be carried forward to a subsequent
period), the amount set forth opposite each such period:

<TABLE>
<CAPTION>
<S>                                                         <C>
------------------------------------------------------------ -------------------------------------------------------
Fiscal Year Ending                                                        Maximum Capital Expenditures
------------------------------------------------------------ -------------------------------------------------------
December 31, 2002                                                                 $12,000,000
------------------------------------------------------------ -------------------------------------------------------


                                       82

<PAGE>

<CAPTION>
<S>                                                          <C>
------------------------------------------------------------ -------------------------------------------------------
December 31, 2003                                                                 $14,000,000
------------------------------------------------------------ -------------------------------------------------------
December 31, 2004                                                                 $16,000,000
------------------------------------------------------------ -------------------------------------------------------
December 31, 2005                                                                 $18,000,000
------------------------------------------------------------ -------------------------------------------------------
December 31, 2006                                                                 $20,000,000
------------------------------------------------------------ -------------------------------------------------------
</TABLE>


         7.16 CHANGE IN FISCAL YEAR. Change its fiscal year.

         7.17 LIMITATION ON CASH PAYMENT OF EARN-OUTS. Pay any Earn-Out in cash,
including any such payment into escrow, unless both before and after the payment
of the Earn-Out in Cash (a) no Default or Event of Default shall have occurred
and be continuing, (b) the Borrower is in pro forma compliance with the terms of
the Credit Agreement, including the financial covenants in Section 7.13, after
giving effect thereto, (c) the excess of (i) the Aggregate Revolving Credit
Commitments over (ii) the Outstanding Amount of all Revolving Loans, Swing Line
Loans and L/C Obligations, shall not be less than $20,000,000, and (d) the
Borrower delivers to the Administrative Agent and the Lenders a certificate
certifying as to the matters in (a), (b) and (c) above, and setting forth the
pro forma calculation of each of the financial covenants in Section 7.13 in
substantially the same manner as set forth in a Compliance Certificate.

         7.18 FOREIGN SUBSIDIARIES. Permit more than ten percent (10%) of
Consolidated Total Assets, in the aggregate, either to be owned by the
Subsidiaries of the Borrower that are not Domestic Subsidiaries or to be located
outside of the United States.

         7.19 SUBORDINATED INDEBTEDNESS. Unless consented to by the Required
Lenders:

         (a) prepay, redeem, purchase, repurchase, defease or otherwise satisfy
prior to the scheduled maturity thereof in any manner, or make any payment in
violation of any subordination terms of, any Subordinated Indebtedness, in each
case including pursuant to any change of control, sale of assets, issuance of
any equity or otherwise as may be set forth in the terms therefor or available
to the Borrower at its option, except such actions taken with respect to the
Seller Notes to the extent specifically required by the terms thereof (subject
to the subordination terms thereof); or

         (b) amend, modify or change in any manner any term or condition of any
Subordinated Indebtedness (including without limitation any of the documents
evidencing such Subordinated Indebtedness) so that the terms and conditions
thereof are less favorable to the Administrative Agent and the Lenders than the
terms and conditions of such Indebtedness as of the Closing Date;

provided that to the extent the issuance of the Exchange Notes in accordance
with the terms of the Subordinated Indenture would otherwise violate any part of
Section 7.19(a) or (b) above, such issuance of the Exchange Notes in accordance
with the terms of the Subordinated Indenture is expressly permitted.



                                       83
<PAGE>


         7.20 STATUS OF BORROWER. The Borrower shall not at any time operate any
of its lines of business other than through its Subsidiaries, or own any assets
other than (i) equity interests in Subsidiaries, (ii) cash and cash equivalents
and investments permitted under Sections 7.02(b), (c) and (d), and (iii) such
other property consistent with its sole function as a holding company.

         7.21 WILBERT NOTE. Unless consented to by the Required Lenders, amend,
modify, change or enforce the Wilbert Note in any manner that would amount to
the reduction of the principal amount thereof, including by forgiveness of any
obligations thereunder..



                                  ARTICLE VIII

                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event
of Default:

         (a) Non-Payment. The Borrower fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan, or any L/C Obligation, or
(ii) within three days after the same becomes due interest on any Loan or on any
L/C Obligation, or any commitment or other fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or

         (b) Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement (i) contained in any of Section 6.05, 6.10, 6.12,
6.13 or 6.16 or Article VII, or (ii) contained in any of Section 6.01, 6.02 or
6.03 and such failure continues for 5 days; or

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days; or

         (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made; or

         (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Contingent
Obligation (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any
such Indebtedness or Contingent Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness or the beneficiary or beneficiaries of such
Contingent Obligation (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such



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Indebtedness to be demanded or to become due or to be repurchased or redeemed
(automatically or otherwise) prior to its stated maturity, or such Contingent
Obligation to become payable or cash collateral in respect thereof to be
demanded; or (ii) there occurs under any Swap Contract an Early Termination Date
(as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which the Borrower or any Subsidiary is
an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater
than the Threshold Amount; or (iii) there occurs any Event of Default under the
Subordinated Notes, Subordinated Indenture or Seller Notes; or (iv) the Borrower
becomes obligated to prepay any Seller Note prior to its maturity for any
reason, including the occurrence of any Change of Control or Leverage Ratio
greater than 3.5 to 1.0, each as defined and calculated in the Seller Notes; or

         (f) Insolvency Proceedings, Etc. The Borrower or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g) Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

         (h) Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding $3,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any
non-monetary final judgment that has, or could reasonably be expected to have, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 10 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

         (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


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         (j) Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than the agreement of all
the Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or any Loan Party denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

         (k) Change of Control. There occurs any Change of Control with respect
to the Borrower.

         8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders,

         (a) declare the commitment of each Lender to make Loans, the commitment
of the Swing Line Lender to make Swing Line Loans, and any obligation of the L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

         (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

         (c) require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof) plus the Letter of
Credit fees payable with respect to such Letter of Credit (calculated at the
Applicable Margin then in effect for the period from the date of such cash
collateralization until the expiry date of such Letter of Credit); and

         (d) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01, the obligation of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.



                                   ARTICLE IX

                              ADMINISTRATIVE AGENT

         9.01     APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

         (a) Each Lender hereby irrevocably appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement


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and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender or participant, 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. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         (b) The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the L/C Issuer with respect thereto;
provided, however, that the L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent" as used in this Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the L/C Issuer.

         9.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

         9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained



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in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of any Loan Party or any Affiliate thereof.

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, 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 or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         9.05 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,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative Agent
has received any such direction, 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 or in the best
interest of the Lenders.

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof,



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shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Administrative Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any
of the Loan Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person.

         9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Person's own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs and the costs and
expenses incurred in connection with the use of Intralinks, Inc. or other
comparable information transmission systems in connection with this Agreement)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or
on behalf of the Borrower. The undertaking in this Section shall survive
termination of the Aggregate Commitments, the payment of all Obligations
hereunder and the resignation of the Administrative Agent.

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from,



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acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with each of the Loan Parties
and their respective Affiliates as though Bank of America were not the
Administrative Agent or the L/C Issuer hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
any Loan Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Lender
and may exercise such rights and powers as though it were not the Administrative
Agent or the L/C Issuer, and the terms "Lender" and "Lenders" include Bank of
America in its individual capacity.

         9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the
Lenders a successor administrative agent for the Lenders which successor
administrative agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default (which consent of the Borrower
shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor administrative agent from among
the Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent, L/C Issuer and Swing Line Lender and the respective terms "Administrative
Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor
administrative agent, Letter of Credit issuer and swing line lender, and the
retiring Administrative Agent's appointment, powers and duties as Administrative
Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's
rights, powers and duties as such shall be terminated, without any other or
further act or deed on the part of such retiring L/C Issuer or Swing Line Lender
or any other Lender, other than the obligation of the successor L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

         9.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders identified on the
facing page or signature pages of this agreement as a "Syndication Agent,"
"Documentation Agent," "Co-Agent," "Lead Manager," "Arranger" or "Co-Arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders so identified shall have or



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be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.


                                    ARTICLE X

                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall, unless in writing and signed by each of the Lenders
directly affected thereby and by the Borrower, and acknowledged by the
Administrative Agent, do any of the following:

         (a) extend or increase the Revolving Credit Commitment or Pro Rata Term
Share of the Term Loan of any Lender (or reinstate any Revolving Credit
Commitment terminated pursuant to Section 2.06 or 8.02);

         (b) extend or postpone any date fixed by this Agreement or any other
Loan Document for any payment or mandatory prepayment of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any
other Loan Document; provided, however, that only the consent of the Required
Lenders shall be necessary to waive or extend or postpone the date fixed for any
mandatory prepayment required under Section 2.06(e);

         (c) reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso
below) any fees or other amounts payable hereunder or under any other Loan
Document; provided, however, that only the consent of the Required Lenders shall
be necessary to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest at the Default Rate;

         (d) change the definition of "Required Lenders" or the percentage of
the Aggregate Commitments or of the aggregate unpaid principal amount of the
Loans and L/C Obligations which is required for the Lenders or any of them to
take any action hereunder;

         (e) change the Pro Rata Revolving Share, Pro Rata Term Share or
Facility Share of any Lender;

         (f) release all or substantially all of the Guarantors from the
Guaranty;

         (g) release all or substantially all of the Collateral; or

         (h) amend this Section 10.01, Section 2.14 or any provision in this
Agreement providing for consent or other action by all the Lenders;



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and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Required Lenders or each
directly-affected Lender, as the case may be, affect the rights or duties of the
L/C Issuer under this Agreement or any Letter of Credit Application relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in addition
to the Required Lenders or each directly-affected Lender, as the case may be,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Required Lenders or each
directly-affected Lender, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (iv)
the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the respective parties thereto.
Notwithstanding anything to the contrary herein, any Lender that is a Defaulting
Lender shall not have any right to approve or disapprove any amendment, waiver
or consent hereunder, except that neither the Facility Share, the Pro Rata
Revolving Share or the Pro Rata Term Share of such Lender may be increased
without the consent of such Lender.

         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower, the
Administrative Agent, the L/C Issuer or the Swing Line Lender, to such other
address as shall be designated by such party in a notice to the other parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, the L/C
Issuer and the Swing Line Lender. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient (which need not be any
natural person to whose attention such communication is directed, in the case of
communications to Persons other than natural Persons); (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent, the L/C Issuer and the Swing Line
Lender pursuant to Article II shall not be effective until actually received by
such Person. Any notice or other communication permitted to be given, made or
confirmed by telephone hereunder shall be given, made or confirmed by means of a
telephone call to the intended recipient at the number specified on Schedule
10.02, or to such other number as shall be designated by such party in a notice
to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line
Lender, it being understood and agreed that a voicemail message shall in no
event be effective as a notice, communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and


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<PAGE>


shall be binding on all Loan Parties, the Administrative Agent and the Lenders.
The Administrative Agent may also require that any such documents and signatures
be confirmed by a manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 6.02, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Revolving Loan Notices, Swing Line Revolving Loan Notices
and Term Loan Interest Rate Selection Notices) purportedly given by or on behalf
of the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

         10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder 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 or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent, the Arrangers and the Syndication
Agent for all reasonable costs and expenses incurred in connection with the
development, due diligence, preparation, negotiation, syndication and execution
of this Agreement and the other Loan Documents and any amendment, waiver,
consent or other modification of the provisions hereof and thereof (whether or
not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs of the Administrative Agent and the costs
and expenses incurred in connection with the use of Intralinks, Inc. or other
similar information transmission systems in connection with this Agreement, and
(b) to pay or reimburse the Administrative Agent, the Arrangers, the Syndication
Agent and each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any "workout" or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs of each of them. The foregoing
costs and expenses shall include all search, filing, recording, title insurance
and appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside


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experts retained by the Administrative Agent or any Lender. The agreements in
this Section 10.04 shall survive the termination of the Aggregate Commitments
and repayment of all other Obligations.

         10.05 INDEMNIFICATION BY THE BORROWER; LIMITATION OF LIABILITY. Whether
or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless each Agent-Related Person, the Arrangers, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the "Indemnitees") from and against
any and all liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time be
imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with (a) the execution, delivery,
enforcement, performance or administration of any Loan Document, any Transaction
Document, or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, including the Transaction, (b) any Revolving
Credit Commitment, Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), including any proposed use or use to consummate the Transaction or to
repay any indebtedness in connection with the Transaction (including without
limitation the Tilia Indebtedness and indebtedness under the Existing Credit
Facility), (c) any actual or alleged presence or release of Hazardous Materials
on or from any property currently or formerly owned or operated by the Borrower
or any Subsidiary, or any Environmental Liability related in any way to the
Borrower or any Subsidiary, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements are determined by a court of competent
jurisdiction by final and non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from the gross negligence or willful
misconduct of such Indemnitee. The Borrower agrees that no Indemnitee shall have
any liability (whether direct or indirect, in contract or tort or otherwise) to
it or any of its Subsidiaries, security holders or creditors as a result for any
action taken or not taken by it arising out of, related to or taken in
connection with any Loan Document or the consummation of the transactions
contemplated hereby or the actual or proposed use of Loan or Letter of Credit
proceeds, except to the extent that such liability is found in a final
non-appealable judgment by a court of competent jurisdiction to have directly
resulted from the gross negligence or willful misconduct of such Indemnitee, and
in no event shall any Indemnitee be liable thereto for special, consequential,
punitive or indirect damages. Without limitation of the foregoing, no Indemnitee
shall be liable for any damages arising from the use by others of information or
other materials obtained through Intralinks or other comparable electronic
transmission systems utilized in connection with the credit facilities provided
hereunder. The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of


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all the other Obligations. All amounts due under this Section 10.05 shall be
payable within ten Business Days after demand therefor.

         10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, or realizes or receives any
proceeds of security or from enforcement action or otherwise, and such payment
or proceeds or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver, agent or any other Person, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, including all Indebtedness of the Borrower hereunder,
shall be revived, reinstated, outstanding and continue in full force and effect
as if such payment had not been made or such set-off, enforcement or realization
of security had not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered
from or paid by the Administrative Agent, plus interest thereon from the date of
such demand to the date such payment is made at a rate per annum equal to the
applicable Federal Funds Rate from time to time in effect.

         10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any other attempted assignment or transfer by the Borrower
without such consent shall be null and void) and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of paragraph (b) of this
Section, (ii) by way of participation in accordance with the provisions of
paragraph (d) of this Section or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of the Pro Rata Term Share of the Term Loan at the time owing
to it ("Term Loan Share"), its Revolving Credit Commitment and the Revolving
Loans (including participations in L/C Obligations and participations in Swing
Line Loans) at the time owing to it ("Revolving Loan Share")); provided that (i)
except in the case of an assignment of the entire remaining amount of the
assigning Lender's Revolving Credit Commitment, Term Loan Share and Revolving
Loan Share, or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Term Loan Share and the Revolving Credit Commitment (which for this purpose
includes Revolving Loans outstanding thereunder) or, if the applicable Revolving
Credit Commitment is not then in effect, the Revolving Loan Share, of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if a


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"Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $1,000,000 unless each of the Administrative Agent
and, so long as no Default or Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed), (ii) each partial assignment with respect to the Revolving
Credit Facility shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Revolving Loan Share and Revolving Credit Commitment assigned, except
that this clause (ii) shall not apply to rights in respect of Swing Line Loans,
and (iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05 and 10.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment). Upon request, the Borrower (at
its expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender, and any assigning Lender that shall cease to be
a Lender as a result of such assignment shall return its Notes to the Borrower,
if any. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Revolving Credit
Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

         (d) Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Revolving Credit Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans and Pro Rata Term
Share of the Term Loan) owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the



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performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant,
(ii) reduce the principal, interest, fees or other amounts payable to such
Participant, (iii) release all or substantially all of the Guarantors from the
Guaranty, or (iv) release all or substantially all of the Collateral except as
expressly contemplated in the Loan Documents. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund that invests in bank loans may create a security interest
in all or any portion of the advances owing to it and the Note or Notes held by
it to the trustee for holders of obligations owed, or securities issued, by such
Fund as security for such obligations or securities, provided that unless and
until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 10.07, (i) no such pledge shall release the pledging
Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired ownership rights
with respect to the pledged interest through foreclosure or otherwise.

         (h) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Revolving Credit Commitment and
Loans (including its Pro Rata Term Share of the Term Loan) and its
participations in the L/C Obligations or any L/C Borrowing pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon five Business
Days' notice to the


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Borrower, resign as Swing Line Lender. In the event of any such resignation as
L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swing Line
Lender, as the case may be. Bank of America shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the Swing
Line Lender to make Swing Line Loans or the Lenders to make Revolving Loans or
fund participations in the manner set forth in Section 2.04(c)). If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such termination, including
the right to require the Lenders to make Revolving Loans or fund participations
in outstanding Swing Line Loans in the manner set forth in Section 2.05(c).

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (1)
becomes publicly available other than as a result of a breach of this Section or
(2) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower (unless such
information became available from such source in violation of a confidentiality
obligation of such source with respect to such Information, of which obligation
the Administrative Agent or applicable Lender was aware); or (i) to the National
Association of Insurance Commissioners or any other similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's or its Affiliates' investment portfolio in connection with ratings
issued with respect to such Lender or its Affiliates. In addition, the
Administrative Agent and the Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Aggregate
Commitments, and the Credit Extensions. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from


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the Borrower after the date hereof, such information is clearly identified in
writing at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

         10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations.

         10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.



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         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

         10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 TAX FORMS. (a) Each Lender that is not a "United States person"
within the meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (i) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (ii) promptly
notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (iii) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction.

         (b) Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails



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to deliver such forms, then the Administrative Agent may withhold from any
interest payment to such Lender an amount equivalent to the applicable back-up
withholding tax imposed by the Code, without reduction.

         (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all Obligations and the resignation of the Administrative Agent.

         10.16 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made and to be
performed entirely within such State; PROVIDED THAT THE PARTIES HERETO SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY


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TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.18 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                        [Signatures on following pages.]




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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                       ALLTRISTA CORPORATION



                                       By: /s/ Desiree DeStefano
                                          -------------------------------------
                                       Name:  Desiree DeStefano
                                       Title: Vice President




                               Signature Page - 1


<PAGE>



                                       BANK OF AMERICA, N.A., as Administrative
                                       Agent



                                       By: /s/ Igor Suica
                                          -------------------------------------
                                       Name:  Igor Suica
                                       Title: Vice President



                               Signature Page - 2

<PAGE>



                                       BANK OF  AMERICA, N.A., as a Lender, L/C
                                       Issuer and Swing Line Lender



                                       By: /s/ Igor Suica
                                          -------------------------------------
                                       Name:  Igor Suica
                                       Title: Vice President



                               Signature Page - 3




<PAGE>



                                       CIBC INC.



                                       By: /s/ Dean J. Decker
                                          -------------------------------------
                                       Name:  Dean J. Decker
                                       Title: Managing Director
                                              CIBC World Markets Corp., AS AGENT




                               Signature Page - 4

<PAGE>



                                       NATIONAL CITY BANK OF INDIANA



                                       By: /s/ David G. McNeely
                                          -------------------------------------
                                       Name:  David G. McNeely
                                       Title: Corporate Banking Officer


                               Signature Page - 5


<PAGE>



                                       THE BANK OF NEW YORK



                                       By: /s/ Maurice A. Campbell
                                          -------------------------------------
                                       Name:  Maurice A. Campbell
                                       Title: Assisant Vice President


                               Signature Page - 6




<PAGE>



                                       FLEET NATIONAL BANK



                                       By: /s/ W. Lincoln Schoff, Jr.
                                          -------------------------------------
                                       Name:  W. Lincoln Schoff, Jr.
                                       Title: Senior Vice President






                               Signature Page - 7


<PAGE>



                                       HARRIS TRUST AND SAVINGS BANK



                                       By: /s/ Thad D. Rasche
                                          -------------------------------------
                                       Name:  Thad D. Rasche
                                       Title: Vice President





                               Signature Page - 8

<PAGE>



                                       U.S. BANK NATIONAL ASSOCIATION



                                       By: /s/ Scott A. Dvornik
                                          -------------------------------------
                                       Name:  Scott A. Dvornik
                                       Title: Vice President




                               Signature Page - 9


<PAGE>



                                       ALLFIRST BANK



                                       By: /s/ Mark X. Fidati
                                          -------------------------------------
                                       Name:  Mark X. Fidati
                                       Title: Vice President




                               Signature Page - 10

<PAGE>



                                       TRANSAMERICA BUSINESS CAPITAL CORPORATION



                                       By: /s/ Perry Vavoules
                                          -------------------------------------
                                       Name:  Perry Vavoules
                                       Title: Executive Vice President





                               Signature Page - 11

<PAGE>



                                       UNION FEDERAL BANK OF INDIANAPOLIS



                                       By: /s/ Julia C. Schneider
                                          -------------------------------------
                                       Name:  Julia C. Schneider
                                       Title: Commercial Loan Officer





                              Signature Page - 12


<PAGE>


                                                                   EXHIBIT C-1


                             FORM OF TERM LOAN NOTE


                                                        Date: __________, 20__

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _____________________________ (the "Lender"), on the Term
Loan Maturity Date (as defined in the Credit Agreement referred to below), or
such earlier date or dates as may be required pursuant to the terms of the
Credit Agreement, the Lender's Pro Rata Term Share of the Term Loan under that
certain Credit Agreement, dated as of April __, 2002 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
the portion of the Term Loan made by the Lender from the Closing Date until such
principal amount is paid in full, at such interest rates, and at such times as
are specified in the Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in Dollars, in
Same Day Funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

         This Note is one of the Term Loan Notes referred to in the Agreement,
is entitled to the benefits thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein. This Note is also entitled
to the benefits of the Guaranty and the Security Instruments. Upon the
occurrence of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. The portion
of the Term Loan made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of the portion of the Segments made by the Lender and
payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.


                                    C-1-1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                      ALLTRISTA CORPORATION

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________



                                    C-1-2


<PAGE>

                                                                   EXHIBIT C-2

                           FORM OF REVOLVING LOAN NOTE

                                                        Date: __________, 20__

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _____________________________ (the "Lender"), on the
Revolving Credit Maturity Date (as defined in the Credit Agreement referred to
below) the Lender's Revolving Credit Commitment or such lesser principal amount
of Revolving Loans (as defined in such Credit Agreement) due and payable by the
Borrower to the Lender on the Revolving Credit Maturity Date under that certain
Credit Agreement, dated as of April __, 2002 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Loan from the date of such Revolving Loan until such principal
amount is paid in full, at such interest rates, and at such times as are
specified in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars, in Same
Day Funds at the Administrative Agent's Office. If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the
Agreement.

         This Note is one of the Revolving Loan Notes referred to in the
Agreement, is entitled to the benefits thereof and is subject to optional and
mandatory prepayment in whole or in part as provided therein. This Note is also
entitled to the benefits of the Guaranty and the Security Instruments. Upon the
occurrence of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Revolving
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Revolving Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.



                                    C-2-1

<PAGE>


         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                      ALLTRISTA CORPORATION

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                    C-2-2


<PAGE>

                                                                   EXHIBIT C-3

                            FORM OF SWING LINE NOTE

                                                      Date: ____________, 20__


         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of BANK OF AMERICA, N.A. ("Swing Line Lender"), on the date
when due in accordance with the Credit Agreement referred to below, the Swing
Line Sublimit or such lesser aggregate principal amount of each Swing Line Loan
from time to time made by the Swing Line Lender to the Borrower under that
certain Credit Agreement, dated as of April ____, 2002 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

         The Borrower promises to pay interest on the unpaid principal amount of
each Swing Line Loan from the date of such Swing Line Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement. All payments of principal and interest shall be made to the Swing
Line Lender in Dollars, in Same Day Funds at its Lending Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

         This Note is the Swing Line Note referred to in the Agreement, is
entitled to the benefits thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein. This Note is also entitled
to the benefits of the Guaranty and the Security Instruments. Upon the
occurrence of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Swing Line
Loans made by the Swing Line Lender shall be evidenced by one or more loan
accounts or records maintained by Swing Line Lender in the ordinary course of
business. The Swing Line Lender may also attach schedules to this Note and
endorse thereon the date, amount and maturity of the Swing Line Loans and
payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.


                                    C-3-1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                      ALLTRISTA CORPORATION

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                    C-3-2