<PAGE>

                                                                    Exhibit 10.1

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

                                CREDIT AGREEMENT

                                      among

                               WATERS CORPORATION,

                                VARIOUS LENDERS,

                             BANKERS TRUST COMPANY,
                            as ADMINISTRATIVE AGENT,

                               ABN AMRO BANK N.V.,
                              THE BANK OF NEW YORK,
                              FLEET NATIONAL BANK,
                                       and
                              JPMORGAN CHASE BANK,
                   as CO-SYNDICATION AGENTS and CO-ARRANGERS,

                         CITIZENS BANK OF MASSACHUSETTS,
                                as a CO-ARRANGER,

                                       and

                               BARCLAYS BANK PLC,
                            as SENIOR MANAGING AGENT

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

                          Dated as of February 12, 2002

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

                                  $250,000,000

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

                         DEUTSCHE BANC ALEX. BROWN INC.,
                        as LEAD ARRANGER and BOOK RUNNER

<PAGE>

                               TABLE OF CONTENTS
                               -----------------
                                                                          Page
                                                                          ----

SECTION 1.  Amount and Terms of Credit.....................................  1

     1.01.  The Commitments................................................  1
     1.02.  Minimum Amount of Each Borrowing...............................  3
     1.03.  Notice of Borrowing............................................  3
     1.04.  Disbursement of Funds..........................................  4
     1.05.  Notes..........................................................  4
     1.06.  Conversions....................................................  6
     1.07.  Pro Rata Borrowings............................................  6
     1.08.  Interest.......................................................  6
     1.09.  Interest Periods...............................................  7
     1.10.  Increased Costs, Illegality, etc...............................  8
     1.11.  Compensation................................................... 10
     1.12.  Change of Lending Office....................................... 10
     1.13.  Replacement of Lenders......................................... 11

SECTION 2.  Letters of Credit.............................................. 11

     2.01.  Letters of Credit.............................................. 12
     2.02.  Minimum Stated Amount.......................................... 13
     2.03.  Letters of Credit Requests..................................... 13
     2.04.  Letters of Credit Participations............................... 14
     2.05.  Agreement to Repay Letter of Credit Drawings................... 15
     2.06.  Increased Costs................................................ 16

SECTION 3.  Commitment Commission; Fees; Reductions of Commitment.......... 17

     3.01.  Fees........................................................... 17
     3.02.  Optional Commitment Reductions................................. 18
     3.03.  Mandatory Reduction of Commitments............................. 18

SECTION 4.  Prepayments; Payments; Taxes................................... 18

     4.01.  Voluntary Prepayments.......................................... 18
     4.02.  Mandatory Repayments and Cash Collateralizations............... 19
     4.03.  Method and Place of Payment.................................... 20
     4.04.  Net Payments................................................... 20

SECTION 5.  Conditions Precedent to the Effective Date..................... 22

     5.01.  Execution of Agreement; Notes.................................. 22
     5.02.  Officer's Certificate.......................................... 22
     5.03.  Opinions of Counsel............................................ 22
     5.04.  Corporate Documents; Proceedings; etc.......................... 22
     5.05.  Existing Credit Agreement...................................... 23
     5.06   Guaranties..................................................... 23

                                      (i)

<PAGE>

                                                                          Page
                                                                          ----

     5.07.  Adverse Change; Governmental Approvals; etc.................... 23
     5.08.  Litigation..................................................... 24
     5.09.  Financial Statements........................................... 24
     5.10.  Fees; etc...................................................... 24

SECTION 6.  Conditions Precedent to All Credit Events...................... 24

     6.01.  Effective Date................................................. 24
     6.02.  No Default; Representations and Warranties..................... 24
     6.03.  Notice of Borrowing; Letter of Credit Request.................. 24

SECTION 7.  Representations, Warranties and Agreements..................... 25

     7.01.  Corporate Status............................................... 25
     7.02.  Corporate Power and Authority.................................. 25
     7.03.  No Violation................................................... 25
     7.04.  Governmental Approvals......................................... 26
     7.05.  Financial Statements; Financial Condition; Undisclosed
             Liabilities; Projections; etc................................. 26
     7.06.  Litigation..................................................... 26
     7.07.  True and Complete Disclosure................................... 26
     7.08.  Use of Proceeds; Margin Regulations............................ 27
     7.09.  Tax Returns and Payments....................................... 27
     7.10.  Compliance with ERISA.......................................... 27
     7.11.  Properties..................................................... 28
     7.12.  Subsidiaries................................................... 28
     7.13.  Compliance with Statutes, etc.................................. 28
     7.14.  Investment Company Act......................................... 28
     7.15.  Public Utility Holding Company Act............................. 28
     7.16.  Environmental Matters.......................................... 28
     7.17.  Labor Relations................................................ 29
     7.18.  Patents, Licenses, Franchises and Formulas..................... 29

SECTION 8.  Affirmative Covenants.......................................... 29

     8.01.  Information Covenants.......................................... 29
     8.02.  Books, Records and Inspections................................. 31
     8.03.  Maintenance of Insurance....................................... 31
     8.04.  Corporate Franchises........................................... 31
     8.05.  Compliance with Statutes, etc.................................. 31
     8.06.  ERISA.......................................................... 31
     8.07.  End of Fiscal Years; Fiscal Quarters........................... 32
     8.08.  Payment of Taxes............................................... 32
     8.09.  Additional Subsidiary Guarantors............................... 33

SECTION 9.  Negative Covenants............................................. 33

     9.01.  Liens.......................................................... 33
     9.02.  Fundamental Changes............................................ 35

                                      (ii)

<PAGE>

                                                                          Page
                                                                          ----

     9.03.  Asset Dispositions, Liquidation and Dissolution................ 36
     9.04.  Indebtedness................................................... 36
     9.05.  Advances, Investments and Loans................................ 37
     9.06.  Transactions with Affiliates................................... 40
     9.07.  Maximum Consolidated Debt/Total Capitalization Ratio........... 40
     9.08.  Maximum Interest Coverage Ratio................................ 41
     9.09.  Material Subsidiaries.......................................... 41
     9.10.  Business....................................................... 41
     9.11.  Limitation on Certain Restrictions on Subsidiaries............. 41
     9.12.  Limitation on Issuance of Capital Stock........................ 41

SECTION 10. Events of Default.............................................. 42

     10.01. Payments....................................................... 42
     10.02. Representations, etc........................................... 42
     10.03. Covenants...................................................... 42
     10.04. Default Under Other Agreements................................. 42
     10.05. Bankruptcy, etc................................................ 42
     10.06. ERISA.......................................................... 43
     10.07. Subsidiaries Guaranty.......................................... 43
     10.08. Judgments...................................................... 43
     10.09. Change of Control.............................................. 44

SECTION 11. Definitions and Accounting Terms............................... 44

     11.01  Defined Terms.................................................. 44

SECTION 12. The Agents..................................................... 62

     12.01. Appointment.................................................... 62
     12.02. Nature of Duties............................................... 62
     12.03. Lack of Reliance on the Agents................................. 62
     12.04. Certain Rights of the Agents................................... 63
     12.05. Reliance....................................................... 63
     12.06. Indemnification................................................ 63
     12.07. The Agent in its Individual Capacity........................... 64
     12.08. Holders........................................................ 64
     12.09. Resignation by the Agents...................................... 64

SECTION 13. Miscellaneous.................................................. 65

     13.01. Payment of Expenses, etc....................................... 65
     13.02. Right of Setoff................................................ 66
     13.03. Notices........................................................ 66
     13.04. Benefit of Agreement........................................... 66
     13.05. No waiver; Remedies Cumulative................................. 68
     13.06. Payments Pro Rata.............................................. 68
     13.07. Calculations; Computations..................................... 69

                                     (iii)

<PAGE>

                                                                           Page
                                                                           ----

     13.08.  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
             JURY TRIAL..................................................... 70
     13.09.  Counterparts................................................... 71
     13.10.  Effectiveness.................................................. 71
     13.11.  Headings Descriptive........................................... 71
     13.12.  Amendment or Waiver; etc....................................... 71
     13.13.  Survival....................................................... 73
     13.14.  Domicile of Loans.............................................. 73
     13.15.  Confidentiality................................................ 73
     13.16.  Register....................................................... 73
     13.17.  Judgment Currency.............................................. 74


SCHEDULE I     Commitments
SCHEDULE II    Lender Addresses
SCHEDULE III   Existing Letters of Credit
SCHEDULE IV    Subsidiaries
SCHEDULE V     Existing Liens
SCHEDULE VI    Existing Indebtedness
SCHEDULE VII   Existing Investments
SCHEDULE VIII  Material Subsidiaries


EXHIBIT A-1    Notice of Borrowing
EXHIBIT A-2    Notice of Conversion/Continuation
EXHIBIT B-1    Revolving Note
EXHIBIT B-2    Swingline Note
EXHIBIT C      Letter of Credit Request
EXHIBIT D      Section 4.04(b)(ii) Certificate
EXHIBIT E      Opinion of Bingham Dana LLP, special counsel to the Credit
               Parties
EXHIBIT F      Officers' Certificate
EXHIBIT G      Subsidiaries Guaranty
EXHIBIT H      Assignment and Assumption Agreement

                                      (iv)

<PAGE>

                  CREDIT AGREEMENT, dated as of February 12, 2002, among WATERS
CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party hereto
from time to time, and BANKERS TRUST COMPANY, as Administrative Agent (in such
capacity, the "Administrative Agent") (all capitalized terms used herein and
defined in Section 11 are used herein as therein defined).

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

                  WHEREAS, subject to the terms and conditions set forth herein,
the Lenders are willing to make available to the Borrower the credit facility
provided herein;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1.  Amount and Terms of Credit.
                              --------------------------

                  1.01. The Commitments. (a) Subject to and upon the terms and
                        ---------------
conditions set forth herein, each Lender severally agrees, at any time and from
time to time on and after the Effective Date and prior to the Maturity Date, to
make a revolving loan or revolving loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be
incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
Loans, provided that except as otherwise specifically provided in Section
       --------
1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be
of the same Type, (iii) may be repaid and reborrowed in accordance with the
provisions hereof, (iv) shall not exceed for any Lender at any time outstanding
that aggregate principal amount which, when added to the product of (x) such
Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time and (II) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding, equals the Commitment of such
Lender at such time and (v) shall not exceed for all Lenders at any time
outstanding that aggregate principal amount which, when added to (x) the
aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time and
(y) the aggregate principal amount of all Swingline Loans (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Total Commitment at such time.

                  (b)  Subject to and upon the terms and conditions herein set
forth, the Swingline Lender agrees to make at any time and from time to time on
and after the Effective Date and prior to the Swingline Expiry Date, a revolving
loan or revolving loans (each, a "Swingline Loan" and, collectively, the
"Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and
maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance
with the provisions hereof, (iii) shall not exceed in aggregate principal amount
at

<PAGE>

any time outstanding, when combined with the aggregate principal amount of all
Revolving Loans then outstanding and the Letter of Credit Outstandings at such
time, an amount equal to the Total Commitment at such time and (iv) shall not
exceed at any time outstanding the Maximum Swingline Amount. Notwithstanding
anything to the contrary contained in this Section 1.01(b), (i) the Swingline
Lender shall not be obligated to make any Swingline Loans at a time when a
Lender Default exists unless the Swingline Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate the Swingline Lender's risk
with respect to the Defaulting Lender's or Lenders' participation in such
Swingline Loans, including by cash collateralizing such Defaulting Lender's or
Lenders' Percentage of the outstanding Swingline Loans and (ii) the Swingline
Lender shall not make any Swingline Loan after it has received written notice
from the Borrower or the Required Lenders stating that a Default or an Event of
Default exists and is continuing until such time as the Swingline Lender shall
have received written notice (A) of rescission of all such notices from the
party or parties originally delivering such notice or notices or (B) of the
waiver of such Default or Event of Default by the Required Lenders.

     (c)  On any Business Day, the Swingline Lender may, in its sole discretion,
give notice to the Lenders that its outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Loans (provided that such notice shall be deemed
                                     --------
to have been automatically given upon the occurrence of a Default or an Event of
Default under Section 10.05 or upon the exercise of any of the remedies provided
in the last paragraph of Section 10), in which case a Borrowing of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by the
Lenders (without giving effect to any reductions thereto pursuant to the last
paragraph of Section 10) pro rata based on each Lender's Percentage (determined
                         --- ----
before giving effect to any termination of the Commitments pursuant to the last
paragraph of Section 10) and the proceeds thereof shall be applied directly to
the Swingline Lender to repay the Swingline Lender for such outstanding
Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans
upon one Business Day's notice pursuant to each Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the date
specified in writing by the Swingline Lender notwithstanding that (i) the amount
of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount
otherwise required hereunder, (ii) whether any conditions specified in Section 6
are then satisfied, (iii) whether a Default or an Event of Default has occurred
or then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of
the Total Commitment at such time. In the event that any Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees
that it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payments received from the
Borrower on or after such date and prior to such purchase) from the Swingline
Lender such participations in the outstanding Swingline Loans as shall be
necessary to cause the Lenders to share in such Swingline Loans ratably based
upon their respective Percentages (determined before giving effect to any
termination of the Commitments pursuant to the last paragraph of Section 10),
provided that (x) all interest payable on the Swingline Loans shall be for the
--------
account of the Swingline Lender until the date as of which the respective
participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to

                                       -2-

<PAGE>

this sentence is actually made, the purchasing Lender shall be required to
pay the Swingline Lender interest on the principal amount of participation
purchased for each day from and including the day upon which the Mandatory
Borrowing would otherwise have occurred to but excluding the date of payment for
such participation, at the overnight Federal Funds Rate for the first three days
and at the rate otherwise applicable to Revolving Loans maintained as Base Rate
Loans hereunder for each day thereafter.

      1.02. Minimum Amount of Each Borrowing. The aggregate principal amount of
            --------------------------------
each Borrowing of Loans shall be not less than the Minimum Borrowing Amount
applicable thereto; provided that Mandatory Borrowings shall be made in the
                    --------
amounts required by Section 1.01(c). More than one Borrowing may occur on the
same date, but at no time shall there be outstanding more than five Borrowings
of Eurodollar Loans.

      1.03. Notice of Borrowing. (a) Whenever the Borrower desires to incur
            -------------------
Revolving Loans hereunder (excluding Borrowings of Swingline Loans and Revolving
Loans incurred pursuant to Mandatory Borrowings), an Authorized Representative
of the Borrower shall give the Administrative Agent at the Notice Office at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Base Rate Loan and at least three Business Days'
prior written notice (or telephonic notice promptly confirmed in writing) of
each Eurodollar Loan to be made hereunder, provided that any such notice shall
                                           --------
be deemed to have been given on a certain day only if given before 11:00 A.M.
(New York time) on such day. Each such written notice or written confirmation of
telephonic notice (each a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be given by an
Authorized Representative of the Borrower in the form of Exhibit A,
appropriately completed to specify the aggregate principal amount of the
Revolving Loans to be made pursuant to such Borrowing, the date of such
Borrowing (which shall be a Business Day) and whether the Revolving Loans being
made pursuant to such Borrowing are to be initially maintained as Base Rate
Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period
to be applicable thereto. The Administrative Agent shall promptly give each
Lender notice of such proposed Borrowing, of such Lender's proportionate share
thereof and of the other matters required by the immediately preceding sentence
to be specified in the Notice of Borrowing.

      (b) (i) Whenever the Borrower desires to make a Borrowing of Swingline
Loans hereunder, an Authorized Representative of the Borrower shall give the
Swingline Lender not later than 12:00 Noon (New York time) on the date that a
Swingline Loan is to be made written notice (or telephonic notice promptly
confirmed in writing) of each Swingline Loan to be made hereunder. Each such
notice shall be irrevocable and shall specify in each case (A) the date of
Borrowing and (B) the aggregate principal amount of the Swingline Loans to be
made pursuant to such Borrowing.

      (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(c).

      (c) Without in any way limiting the obligation of the Borrower to confirm
in writing any telephonic notice of any Borrowing, conversion or prepayment of
Loans, the

                                       -3-

<PAGE>

Administrative Agent or the Swingline Lender, as the case may be, may act
without liability upon the basis of telephonic notice of such Borrowing,
conversion or prepayment, believed by the Administrative Agent or the Swingline
Lender, as the case may be, in good faith to be from an Authorized
Representative of the Borrower prior to receipt of written confirmation. In each
such case, the Borrower hereby waives the right to dispute the Administrative
Agent's record of the terms of such telephonic notice of such Borrowing,
conversion or prepayment.

          1.04. Disbursement of Funds. Except as otherwise specifically provided
                ---------------------
in the immediately succeeding sentence, no later than 12:00 Noon (New York time)
on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified
pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not
later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)),
each Lender will make available its pro rata portion of each Borrowing to be
                                    --- ----
made on such date (or in the case of Swingline Loans, the Swingline Lender shall
make available the full amount thereof). All such amounts shall be made
available in Dollars and in immediately available funds at the Payment Office,
and the Administrative Agent will, except in the case of Revolving Loans made
pursuant to a Mandatory Borrowing, make available to the Borrower at the Payment
Office the aggregate of the amounts so made available by the Lenders. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing that such Lender does not intend to make available to the
Administrative Agent such Lender's portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such date of Borrowing and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower to immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower until the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if recovered from such Lender, the overnight Federal
Funds Rate for the first three days and at the interest rate otherwise
applicable to such Loans for each day thereafter and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any failure by such Lender to make Loans hereunder.

          1.05. Notes. (a) Subject to the provisions of Section 1.05(e), the
                -----
Borrower's obligation to pay the principal of, and interest on, the Loans made
by each Lender shall be evidenced in the Register maintained by the
Administrative Agent pursuant to Section 13.16 and shall, if requested by such
Lender, also be evidenced (i) if Revolving Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-1,
with blanks appropriately completed in conformity herewith (each a "Revolving
Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by
a promissory note duly

                                       -4-

<PAGE>

executed and delivered by the Borrower substantially in the form of Exhibit B-2,
with blanks appropriately completed in conformity herewith (the "Swingline
Note").

          (b) The Revolving Note issued to each Lender shall (i) be executed by
the Borrower, (ii) be payable to such Lender or its registered assigns and be
dated the Effective Date (or if issued thereafter, the date of issuance), (iii)
be in a stated principal amount equal to the Commitment of such Lender (or, if
issued after the termination thereof, be in a stated principal amount equal to
the outstanding Revolving Loans of such Lender at such time) and be payable in
the principal amount of the Revolving Loans evidenced thereby, (iv) mature on
the Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (c) The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Effective Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
principal amount of the outstanding Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (d) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in any such notation or endorsement shall not affect the Borrower's
obligations in respect of such Loans.

          (e) Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, Notes shall only be delivered to Lenders which at
any time (or from time to time) specifically request the delivery of such Notes.
No failure of any Lender to request or obtain a Note evidencing its Loans to the
Borrower shall affect or in any manner impair the obligations of the Borrower to
pay the Loans (and all related Obligations) which would otherwise be evidenced
thereby in accordance with the requirements of this Agreement, and shall not in
any way affect the guaranties therefor provided pursuant to the various Credit
Documents. Any Lender which does not have a Note evidencing its outstanding
Loans shall in no event be required to make the notations otherwise described in
preceding clause (d) of this Section 1.05. At any time when any Lender requests
the delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to the respective Lender the requested Note or Notes in the
appropriate amount or amounts to evidence such Loans.

                                       -5-

<PAGE>

           1.06. Conversions. The Borrower shall have the option to convert, on
                 -----------
any Business Day, all or a portion equal to at least the Minimum Borrowing
Amount of the outstanding principal amount of Revolving Loans made pursuant to
one or more Borrowings of one or more Types of Revolving Loans into a Borrowing
of another Type of Revolving Loan, provided that (i) except as otherwise
                                   --------
provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate
Loans only on the last day of an Interest Period applicable thereto and no
partial conversion of Eurodollar Loans shall reduce the outstanding principal
amount of such Eurodollar Loans made pursuant to a single Borrowing to less than
the Minimum Borrowing Amount applicable thereto, (ii) unless the Required
Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar
Loans if no Default or Event of Default is in existence on the date of the
conversion, (iii) no conversion pursuant to this Section 1.06 shall result in a
greater number of Borrowings of Eurodollar Loans than is permitted under Section
1.02 and (iv) Swingline Loans may not be converted pursuant to this Section
1.06. Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at the Notice Office prior to 12:00 Noon (New York time) at
least three Business Days' prior notice (each a "Notice of
Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to
specify the Revolving Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Revolving Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Lender prompt notice of any such proposed
conversion.

           1.07. Pro Rata Borrowings. All Borrowings of Revolving Loans under
                 -------------------
this Agreement shall be incurred from the Lenders pro rata on the basis of their
                                                  --- ----
Commitments. It is understood that no Lender shall be responsible for any
default by any other Lender of its obligation to make Revolving Loans hereunder
and that each Lender shall be obligated to make the Revolving Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to make
its Revolving Loans hereunder.

           1.08. Interest. (a) The Borrower agrees to pay interest in respect of
                 --------
the unpaid principal amount of each Base Rate Loan from the date the proceeds
thereof are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Base Rate Loan or (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall be equal to the sum of the Applicable Margin
plus the Base Rate in effect from time to time.

           (b)   The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof are
made available to the Borrower until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Eurodollar Loan or (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10,
as applicable, at a rate per annum which shall, during each Interest Period
applicable thereto, be equal to the sum of the Applicable Margin plus the
Eurodollar Rate for such Interest Period.

           (c)   Overdue principal, interest and other amounts shall bear
interest at a rate per annum equal to the greater of (x) the rate which is 2% in
excess of the rate then borne by such Loans and (y) the rate which is 2% in
excess of the rate otherwise applicable to Base Rate Loans from time to time,
and all other overdue amounts payable hereunder and under any other

                                       -6-

<PAGE>

Credit Document shall bear interest at a rate per annum equal to the rate which
is 2% in excess of the rate applicable to Base Rate Loans from time to time.
Interest which accrues under this Section 1.08(c) shall be payable by the
Borrower on demand.

           (d)   Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan (x) quarterly in arrears on each Quarterly
Payment Date, (y) in the case of a repayment in full of all outstanding Base
Rate Loans, on the date of such repayment or prepayment, and (z) at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand, and
(ii) in respect of each Eurodollar Loan (x) on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (y) on any repayment or prepayment (on the
amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

           (e)   Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for the respective Interest Period or
Interest Periods and shall promptly notify the Borrower and the Lenders thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

           1.09. Interest Periods. At the time the Borrower gives any Notice of
                 ----------------
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
having an Authorized Representative of the Borrower give the Administrative
Agent notice thereof, the interest period (each an "Interest Period") applicable
to such Eurodollar Loan, which Interest Period shall, at the option of the
Borrower, be a one, two, three or six-month period, provided that:
                                                    --------

          (i)   all Eurodollar Loans comprising a Borrowing shall at all times
     have the same Interest Period;

          (ii)  the initial Interest Period for any Eurodollar Loan shall
     commence on the date of Borrowing of such Eurodollar Loan (including the
     date of any conversion thereto from a Revolving Loan of a different Type)
     and each Interest Period occurring thereafter in respect of such Eurodollar
     Loan shall commence on the day on which the next preceding Interest Period
     applicable thereto expires;

          (iii) if any Interest Period relating to a Eurodollar Loan begins on a
     day for which there is no numerically corresponding day in the calendar
     month at the end of such Interest Period, such Interest Period shall end on
     the last Business Day of such calendar month;

          (iv)  if any Interest Period would otherwise expire on a day which is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day; provided, however, that if any Interest Period for
                              --------  -------
     a Eurodollar Loan would otherwise expire on a day which is not a Business
     Day but is a day of the month after which no

                                       -7-

<PAGE>

          further Business Day occurs in such month, such Interest Period shall
          expire on the next preceding Business Day;

               (v)  unless the Required Lenders otherwise agree, no Interest
          Period may be selected at any time when a Default or an Event of
          Default is then in existence; and

               (vi) no Interest Period in respect of any Borrowing of Eurodollar
          Loans shall be selected which extends beyond the Maturity Date.

               If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

               1.10. Increased Costs, Illegality, etc. (a) In the event that any
                     ---------------------------------
Lender shall have determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

               (i)   on any Interest Determination Date that, by reason of any
          changes arising after the Effective Date affecting the interbank
          Eurodollar market, adequate and fair means do not exist for
          ascertaining the applicable interest rate on the basis provided for in
          the definition of Eurodollar Rate; or

               (ii)  at any time, that such Lender shall incur increased costs
          or reductions in the amounts received or receivable hereunder with
          respect to any Eurodollar Loan because of (x) any change since the
          Effective Date in any applicable law or governmental rule, regulation,
          order, guideline or request (whether or not having the force of law)
          or in the interpretation or administration thereof and including the
          introduction of any new law or governmental rule, regulation, order,
          guideline or request, such as, for example, but not limited to: (A) a
          change in the basis of taxation of payment to any Lender of the
          principal of or interest on the Loans or the Notes or any other
          amounts payable hereunder (except for changes in the rate of tax on,
          or determined by reference to, the net income or net profits of such
          Lender pursuant to the laws of the jurisdiction in which it is
          organized or in which its principal office or applicable lending
          office is located or any subdivision thereof or therein), or (B) a
          change in official reserve requirements, but, in all events, excluding
          reserves required under Regulation D to the extent included in the
          computation of the Eurodollar Rate and/or (y) other circumstances
          since the Effective Date affecting such Lender or the interbank
          Eurodollar market or the position of such Lender in such market; or

               (iii) at any time, that the making or continuance of any
          Eurodollar Loan has been made (x) unlawful by any law or governmental
          rule, regulation or order, (y) impossible by compliance by any Lender
          in good faith with any governmental request (whether or not having
          force of law) or (z) impracticable as a result of a contingency
          occurring

                                       -8-

<PAGE>

          after the Effective Date which materially and adversely affects the
          interbank Eurodollar market;

              then, and in any such event, such Lender (or the Administrative
Agent, in the case of clause (i) above) shall promptly give notice (by telephone
confirmed in writing) to the Borrower and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such Lender, showing the
basis for the calculation thereof, submitted to the Borrower by such Lender in
good faith shall, absent manifest error, be final and conclusive and binding on
all the parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law.

              (b)   At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if
the affected Eurodollar Loan is then outstanding, upon at least three Business
Days' written notice to the Administrative Agent, require the affected Lender to
convert such Eurodollar Loan into a Base Rate Loan, provided that if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 1.10(b).

              (c)  If at any time after the Effective Date any Lender determines
that the introduction of or any change in any applicable law or governmental
rule, regulation, order, guideline, directive or request (whether or not having
the force of law) concerning capital adequacy, or any change in interpretation
or administration thereof by the NAIC, any governmental authority, central bank
or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitment
hereunder or its obligations hereunder, then the Borrower agrees to pay to such
Lender, upon its written demand therefor, such additional amounts as shall be
required to compensate such Lender or such other corporation for the increased
cost to such Lender or such other corporation or the reduction in the rate of
return to such Lender or such other corporation as a result of such increase of
capital. In determining such additional amounts, each Lender will act reasonably
and in good faith and will

                                       -9-

<PAGE>

use averaging and attribution methods which are reasonable, provided that such
                                                            --------
Lender's determination of compensation owing under this Section 1.10(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Lender, upon determining that any additional amounts will be
payable pursuant to this Section 1.10(c), will give written notice thereof to
the Borrower, which notice shall show the basis for calculation of such
additional amounts.

              (d)   Notwithstanding anything to the contrary contained in the
last sentence of clause (a) of this Section 1.10, unless a Lender gives notice
to the Borrower pursuant to such sentence that the Borrower is obligated to pay
additional amounts to compensate such Lender for any increased costs or
reductions in amounts received or receivable hereunder (as described in
sub-clause (a)(ii) of this Section 1.10) within 180 days after the later of (x)
the date such Lender incurs the respective increased costs or reduction in the
amounts received or receivable hereunder and (y) the date such Lender has actual
knowledge of its incurrence of the respective increased costs or reduction in
the amounts received or receivable hereunder, such Lender shall only be entitled
to be compensated for any such amount by the Borrower pursuant to such sentence
to the extent that any such amounts are incurred or suffered on or after the
date which occurs 180 days prior to such Lender giving notice to the Borrower
that it is obligated to pay the respective amounts pursuant to such sentence;
provided, however, that if the circumstances giving rise to such claims have a
--------  -------
retroactive effect, such 180-day period shall be extended to include the period
of such retroactive effect. This Section 1.10(d) shall have no applicability to
any other Section of this Agreement.

              1.11. Compensation. The Borrower agrees to compensate each Lender,
                    ------------
upon its written request (which request shall set forth the basis for requesting
such compensation), for all reasonable losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Lender to fund its Eurodollar Loans but excluding any loss of anticipated
profit) which such Lender may sustain: (i) if for any reason (other than a
default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn by the Borrower or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any repayment (including any repayment made pursuant to
Section 4.02 or as a result of an acceleration of the Loans pursuant to Section
10) or conversion of any of its Eurodollar Loans occurs on a date which is not
the last day of an Interest Period with respect thereto; (iii) if any prepayment
of any of its Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the Borrower; or (iv) as a consequence of (x) any other
default by the Borrower to repay its Loans when required by the terms of this
Agreement or any Note held by such Lender or (y) any election made pursuant to
Section 1.10(b).

              1.12. Change of Lending Office. Each Lender agrees that upon the
                    ------------------------
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
                                                                  --------
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regula-

                                       -10-

<PAGE>

tory disadvantage, with the object of avoiding the consequence of the event
giving rise to the operation of such Section. Nothing in this Section 1.12 shall
affect or postpone any of the obligations of the Borrower or the rights of any
Lender provided in Sections 1.10, 2.06 and 4.04.

           1.13. Replacement of Lenders. (x) If any Lender becomes a Defaulting
                 ----------------------
Lender or otherwise defaults in its obligations to make Loans or fund Unpaid
Drawings, (y) upon the occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with
respect to any Lender which results in such Lender charging to the Borrower
increased costs in excess of those being generally charged by the other Lenders
or (z) as provided in Section 13.12(b) in the case of certain refusals by a
Lender to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders, the Borrower shall have the right, if no Default or Event of
Default will exist immediately after giving effect to the respective
replacement, to replace such Lender (the "Replaced Lender") with one or more
other Eligible Transferee or Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") reasonably acceptable to the Administrative Agent,
provided that (i) at the time of any replacement pursuant to this Section 1.13,
--------
the Replacement Lender shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to
said Section 13.04(b) to be paid by the Replacement Lender) pursuant to which
the Replacement Lender shall acquire all of the Commitments and outstanding
Revolving Loans of, and participations in Letters of Credit by, the Replaced
Lender and, in connection therewith, shall pay to (x) the Replaced Lender in
respect thereof an amount equal to the sum of (A) an amount equal to the
principal of, and all accrued interest on, all outstanding Revolving Loans of
the Replaced Lender, (B) an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Lender, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to
Section 3.01, (y) each Issuing Lender an amount equal to such Replaced Lender's
Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing)
to the extent such amount was not theretofore funded by such Replaced Lender to
such Issuing Lender and (z) the Swingline Lender an amount equal to such
Replaced Lender's Percentage of any Mandatory Borrowing to the extent such
amount was not theretofore funded by such Replaced Lender to the Swingline
Lender, and (ii) all obligations of the Borrower owing to the Replaced Lender
(other than those specifically described in clause (i) above in respect of which
the assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Lender concurrently with such replacement. Upon
the execution of the respective Assignment and Assumption Agreements, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Revolving Notes executed by the Borrower, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06,
4.04, 13.01 and 13.06), which shall survive as to such Replaced Lender.

           SECTION 2.  Letters of Credit.
                       -----------------

                                       -11-

<PAGE>

           2.01.  Letters of Credit. (a) Subject to and upon the terms and
                  -----------------
conditions herein set forth, the Borrower may request that any Issuing Lender
issue, at any time and from time to time on and after the Effective Date and
prior to the Maturity Date, for the account of the Borrower and for the benefit
of (x) any holder (or any trustee, agent or other similar representative for any
such holders) of L/C Supportable Obligations of the Borrower or any of its
Subsidiaries, an irrevocable standby letter of credit, in a form customarily
used by such Issuing Lender or in such other form as has been approved by such
Issuing Lender and (y) sellers of goods to the Borrower or any of its
Subsidiaries, an irrevocable trade letter of credit, in a form customarily used
by such Issuing Lender or in such other form as has been approved by such
Issuing Lender (each such letter of credit, a "Letter of Credit" and,
collectively, the "Letters of Credit"). All Letters of Credit shall be
denominated in Dollars or an Alternate Currency and shall be issued on a sight
basis only. It is acknowledged and agreed that each of the letters of credit
which were issued under the Existing Credit Agreement and which remain
outstanding on the Effective Date and are set forth on Schedule III (each such
letter of credit, an "Existing Letter of Credit" and, collectively, the
"Existing Letters of Credit") shall, from and after the Effective Date,
constitute a Letter of Credit for all purposes of this Agreement and shall, for
purposes of Sections 2.04 and 3.01, be deemed issued on the Effective Date. The
Stated Amount of each Existing Letter of Credit and the expiry date therefor,
each as in effect on the Effective Date, is set forth on Schedule III.

           (b)    Subject to and upon the terms and conditions set forth herein,
each Issuing Lender agrees that it will, at any time and from time to time on or
after the Effective Date and prior to the tenth day prior to the Maturity Date,
following its receipt of the respective Letter of Credit Request, issue for the
account of the Borrower one or more Letters of Credit as is permitted to exist
pursuant to this Agreement without giving rise to a Default or Event of Default
hereunder, provided that the respective Issuing Lender shall be under no
           --------
obligation to issue any Letter of Credit of the types described above if at the
time of such issuance:

           (i)    any order, judgment or decree of any governmental authority
     or arbitrator shall purport by its terms to enjoin or restrain such Issuing
     Lender from issuing such Letter of Credit or any requirement of law
     applicable to such Issuing Lender or any request or directive (whether or
     not having the force of law) from any governmental authority with
     jurisdiction over such Issuing Lender shall prohibit, or request that such
     Issuing Lender refrain from, the issuance of letters of credit generally or
     such Letter of Credit in particular or shall impose upon such Issuing
     Lender with respect to such Letter of Credit any restriction or reserve or
     capital requirement (for which such Issuing Lender is not otherwise
     compensated), in any such case not in effect on the date hereof, or any
     unreimbursed loss, cost or expense which was not applicable, in effect or
     known to such Issuing Lender as of the date hereof and which such Issuing
     Lender in good faith deems material to it; or

           (ii)   such Issuing Lender shall have received notice from any Lender
     prior to the issuance of such Letter of Credit of the type described in the
     second sentence of Section 2.03(b).

           (c)    Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid

                                      -12-

<PAGE>

Drawings which are repaid on the date of, and prior to the issuance of, the
respective Letter of Credit) at such time would exceed either (x) $25,000,000 or
(y) when added to the aggregate principal amount of all Revolving Loans then
outstanding and Swingline Loans then outstanding, an amount equal to the Total
Commitment at such time, and (ii) each Letter of Credit shall by its terms
terminate on or before (A) in the case of standby Letters of Credit (other than
Letters of Credit supporting Foreign Subsidiary Working Capital Indebtedness),
the earlier of (x) the date which occurs twelve months after the date of the
issuance thereof (although any such Letter of Credit may be extendible for
successive periods of up to twelve months, but not beyond the tenth Business Day
prior to the Maturity Date, on terms acceptable to the Issuing Lender thereof)
and (y) the tenth Business Day prior to the Maturity Date, (B) in the case of
standby Letters of Credit supporting Foreign Subsidiary Working Capital
Indebtedness, the earlier of (x) three years from the issuance of such standby
Letter of Credit and (y) the tenth Business Day prior to the Maturity Date and
(C) in the case of trade Letters of Credit, the earlier of (x) the date which
occurs 180 days after the date of the issuance thereof and (y) the date which is
30 Business Days prior to the Maturity Date.

           2.02.  Minimum Stated Amount. The Stated Amount of each Letter of
                  ---------------------
Credit shall not be less than $100,000 or such lesser amount as is acceptable to
the respective Issuing Lender.

           2.03.  Letter of Credit Requests. (a) Whenever the Borrower desires
                  -------------------------
that a Letter of Credit be issued hereunder for its account, the Borrower shall
have (x) executed and delivered to the Administrative Agent and the respective
Issuing Lender at least three Business Days prior to the issuance thereof (or
such shorter period as may be acceptable to the respective Issuing Lender), a
Letter of Credit Request in the form of Exhibit C attached hereto (each a
"Letter of Credit Request").

           (b)    The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower that such Letter of Credit may
be issued in accordance with, and will not violate the requirements of, Section
2.01(c). Unless the respective Issuing Lender has received notice from any
Lender before it issues a Letter of Credit that one or more of the conditions
specified in Section 6 are not then satisfied, or that the issuance of such
Letter of Credit would violate Section 2.01(c), then such Issuing Lender may
issue the requested Letter of Credit for the account of the Borrower in
accordance with such Issuing Lender's usual and customary practices. Upon the
issuance of, or modification or amendment to, any standby Letter of Credit, the
Issuing Lender thereof shall notify the Administrative Agent and the Borrower,
in writing, of such issuance, modification or amendment and such notice shall be
accompanied by a copy of such Letter of Credit, or modification or amendment
thereto, as the case may be. Upon receipt of such notice, the Administrative
Agent shall promptly notify each Lender, in writing of such issuance,
modification or amendment. With respect to trade Letters of Credit, the Issuing
Lender shall on the first Business Day of each week provide the Administrative
Agent with a written report detailing the aggregate daily outstanding trade
Letters of Credit for the previous week. Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Lender Default exists,
no Issuing Lender shall be required to issue any Letter of Credit unless such
Issuing Lender has entered into arrangements satisfactory to it and the Borrower
to eliminate such Issuing Lender's risk with respect to the participation in

                                       -13-

<PAGE>

Letters of Credit by the Defaulting Lender or Lenders, including by cash
collateralizing such Defaulting Lender's or Lenders' Percentage or Percentages
of the Letter of Credit Outstandings.

           2.04.  Letter of Credit Participations. (a) Immediately upon the
                  -------------------------------
issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to each Lender, other than such
Issuing Lender (each such Lender, in its capacity under this Section 2.04, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Percentage, in such Letter of Credit and each drawing or
payment made thereunder and the obligations of the Borrower under this Agreement
with respect thereto, and any security therefor or guaranty pertaining thereto.
Upon any change in the Commitments or Percentages of the Lenders pursuant to
Section 1.13 or 13.04, it is hereby agreed that, with respect to all outstanding
Letters of Credit and Unpaid Drawings with respect thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 2.04 to
reflect the new Percentages of the assignor and assignee Lender or of all
Lenders, as the case may be.

           (b)    In determining whether to pay under any Letter of Credit, such
Issuing Lender shall have no obligation relative to the other Lenders other than
to confirm that any documents required to be delivered under such Letter of
Credit have been delivered and that they substantially comply on their face with
the requirements of such Letter of Credit. Any action taken or omitted to be
taken by any Issuing Lender under or in connection with any Letter of Credit if
taken or omitted in the absence of gross negligence or willful misconduct, as
determined by a court of competent jurisdiction in a final and non-appealable
proceeding, shall not create for such Issuing Lender any resulting liability to
the Borrower or any Lender.

           (c)    In the event that any Issuing Lender makes any payment under
any Letter of Credit issued by it and the Borrower shall not have reimbursed
such amount in full to such Issuing Lender pursuant to Section 2.05(a), such
Issuing Lender shall promptly notify the Administrative Agent, which shall
promptly notify each Participant of such failure, and each Participant shall
promptly and unconditionally pay to such Issuing Lender the amount of such
Participant's Percentage of such unreimbursed payment in Dollars and in same day
funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York
time) on any Business Day, any Participant required to fund a payment under a
Letter of Credit, such Participant shall make available to such Issuing Lender
in Dollars such Participant's Percentage of the amount of such payment on such
Business Day in same day funds. If and to the extent such Participant shall not
have so made its Percentage of the amount of such payment available to such
Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith
on demand, such amount, together with interest thereon, for each day from such
date until the date such amount is paid to such Issuing Lender at the overnight
Federal Funds Rate for the first three days and at the interest rate applicable
to Base Rate Loans for each day thereafter. The failure of any Participant to
make available to such Issuing Lender its Percentage of any payment under any
Letter of Credit shall not relieve any other Participant of its obligation
hereunder to make available to such Issuing Lender its Percentage of any payment
with respect to any Letter of Credit on the date required, as specified above,
but no Participant shall be responsible for the failure of any other Participant
to make available to such Issuing Lender such other Participant's Percentage of
any such payment.

                                       -14-

<PAGE>

           (d)    Whenever any Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
Participant which has paid its Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate amount
funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

           (e)    Upon the request of any Participant, the Administrative Agent
shall deliver to such Participant copies of any standby Letters of Credit or
modifications or amendments thereto and such other documentation as may be
reasonably requested by such Participant.

           (f)    The obligations of the Participants to make payments to each
Issuing Lender with respect to Letters of Credit issued thereunder shall be
irrevocable and not subject to any qualification or exception whatsoever (the
respective Issuing Lender's only obligation being to confirm that any documents
required to be delivered under such Letter of Credit have been delivered and
that they substantially comply on their face with the requirements of such
Letter of Credit) and shall be made in accordance with the terms and conditions
of this Agreement under all circumstances, including, without limitation, any of
the following circumstances:

           (i)    any lack of validity or enforceability of this Agreement or
     any of the other Credit Documents;

           (ii)   the existence of any claim, setoff, defense or other right
     which the Borrower or any of its Subsidiaries may have at any time against
     a beneficiary named in a Letter of Credit, any transferee of any Letter of
     Credit (or any Person for whom any such transferee may be acting), the
     Administrative Agent, any Participant, or any other Person, whether in
     connection with this Agreement, any Letter of Credit, the transactions
     contemplated herein or any unrelated transactions (including any underlying
     transaction between any Borrower and the beneficiary named in any such
     Letter of Credit);

           (iii)  any draft, certificate or any other document presented under
     any 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;

           (iv)   the surrender or impairment of any security for the
     performance or observance of any of the terms of any of the Credit
     Documents; or

           (v)    the occurrence of any Default or Event of Default.

           2.05.  Agreement to Repay Letter of Credit Drawings. (a) The Borrower
                  --------------------------------------------
hereby agrees to reimburse the respective Issuing Lender, by making payment in
Dollars to the Administrative Agent at the Payment Office in immediately
available funds for the account of such Issuing Lender, for any payment or
disbursement made by such Issuing Lender under any Letter of Credit (each such
amount so paid until reimbursed, an "Unpaid Drawing"), within one Business Day
following the Administrative Agent's notice to the Borrower of such payment or
disbursement (provided that any such notice shall be deemed to have been given
on a certain day

                                       -15-

<PAGE>

only if given before 10:00 A.M. (New York time) on such day), with interest on
the amount so paid or disbursed by such Issuing Lender, to the extent not
reimbursed prior to 12:00 Noon (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding the
date such Issuing Lender was reimbursed by the Borrower therefor at a rate per
annum which shall be the Base Rate in effect from time to time plus the
Applicable Margin, provided, however, to the extent such amounts are not
                   --------  -------
reimbursed prior to 12:00 Noon (New York time) on the second Business Day
following notice by the Issuing Lender to the Borrower of such payment or
disbursement, interest shall thereafter accrue on the amounts so paid or
disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a
rate per annum which shall be the Base Rate in effect from time to time plus the
Applicable Margin plus 2%, in each such case, with interest to be payable by the
Borrower on demand.

          (b)   The obligations of the Borrower under this Section 2.05 to
reimburse the respective Issuing Lender with respect to drawings on Letters of
Credit (including interest thereon) (each, a "Drawing") shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against any Lender (including in its capacity as issuer of the Letter of Credit
or as Participant), or any nonapplication or misapplication by the beneficiary
of the proceeds of such Drawing, the respective Issuing Lender's only obligation
to the Borrower being to confirm that any documents required to be delivered
under such Letter of Credit have been delivered and that they substantially
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by any Issuing Lender under or in connection with
any Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, as determined by a court of competent jurisdiction in a
final and non-appealable proceeding, shall not create for such Issuing Lender
any resulting liability to the Borrower.

          2.06. Increased Costs. If at any time after the date of this
                ---------------
Agreement, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by the NAIC or by any governmental authority charged with
the interpretation or administration thereof, or compliance by any Issuing
Lender or any Participant with any request or directive by any such authority
(whether or not having the force of law), or any change in generally acceptable
accounting principles, shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by any Issuing Lender or participated in by any Participant, or
(ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement, any Letter of Credit; and
the result of any of the foregoing is to increase the cost to any Issuing Lender
or any Participant of issuing, maintaining or participating in any Letter of
Credit or reduce the amount of any sum received or receivable by any Issuing
Lender or any Participant hereunder or reduce the rate of return on its capital
with respect to Letters of Credit (except for changes in the rate of tax on, or
determined by reference to, the net income or net profits of such Issuing Lender
or such Participant pursuant to the laws of the jurisdiction in which it is
organized or in which its principal office or applicable lending office is
located or any subdivision thereof or therein), then, upon demand to the
Borrower by such Issuing Lender or any Participant (a copy of which demand shall
be sent by such Issuing Lender or such Participant to the Administrative Agent),
the Borrower agrees to pay to such Issuing Lender or such Participant such
additional amount or amounts as will compensate such

                                      -16-

<PAGE>

Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Lender or any
Participant, upon determining that any additional amounts will be payable
pursuant to this Section 2.06, will give prompt written notice thereof to the
Borrower, which notice shall include a certificate submitted to the Borrower by
such Issuing Lender or such Participant (a copy of which certificate shall be
sent by such Issuing Lender or such Participant to the Administrative Agent),
setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Issuing Lender or such
Participant. The certificate required to be delivered pursuant to this Section
2.06 shall, and absent manifest error, be final and conclusive and binding on
the Borrower.

          SECTION 3. Commitment Commission; Fees; Reductions of Commitment.
                     -----------------------------------------------------

          3.01. Fees. (a) The Borrower agrees to pay to the Administrative Agent
                ----
for distribution to each Non-Defaulting Lender a commitment commission (the
"Commitment Commission") for the period from the Effective Date to but excluding
the Maturity Date (or such earlier date as the Total Commitment shall have been
terminated), computed at a rate per annum equal to the Applicable Commitment
Commission Percentage on the Unutilized Commitment of such Non-Defaulting Lender
as in effect from time to time. Accrued Commitment Commission shall be due and
payable quarterly in arrears on each Quarterly Payment Date and on the Maturity
Date or such earlier date upon which the Total Commitment is terminated.

          (b)   The Borrower agrees to pay to the Administrative Agent for pro
                                                                           ---
rata distribution to each Non-Defaulting Lender (based on each such Lender's
----
respective Percentage) a fee in respect of each Letter of Credit (the "Letter of
Credit Fee") for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to the Applicable Margin as
in effect from time to time with respect to Eurodollar Loans on the daily Stated
Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Commitment upon which no
Letters of Credit remain outstanding.

          (c)   The Borrower agrees to pay to the respective Issuing Lender, for
its own account, a facing fee in respect of each Letter of Credit issued for its
account hereunder (the "Facing Fee") for the period from and including the date
of issuance of such standby Letter of Credit to and including the date of
termination or expiration of such Letter of Credit, computed at a rate per annum
equal to 1/4 of 1% on the daily Stated Amount of such Letter of Credit, provided
                                                                        --------
that in any event the minimum amount of Facing Fees payable in any twelve-month
period for each Letter of Credit shall be not less than $500; it being agreed
that, on the date of issuance of any Letter of Credit and on each anniversary
thereof prior to the termination or expiration of such Letter of Credit, if $500
will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding twelve-month period, the full
$500 shall be payable on the date of issuance of such Letter of Credit and on
each such anniversary thereof. Except as otherwise provided in the proviso to
the immediately preceding sentence, accrued Facing Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and on the date upon which
the Total Commitment has been terminated and all Letters of Credit have been
terminated in accordance with their terms.

                                       -17-

<PAGE>

          (d)   The Borrower agrees to pay, upon each drawing under, issuance
of, or amendment to any Letter of Credit, such amount as shall at the time of
such event be the administrative charge and out-of-pocket expenses which the
respective Issuing Lender customarily imposes in connection with such occurrence
with respect to letters of credit, as the case may be.

          (e)   The Borrower agrees to pay to the Administrative Agent, for its
own account, such other fees as have been agreed to in writing by the Borrower
and the Administrative Agent.

          3.02. Optional Commitment Reductions. (a) Upon three Business Days'
                ------------------------------
prior notice from an Authorized Representative of the Borrower to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty, to
terminate the Total Unutilized Commitment in whole or reduce it in part,
pursuant to this Section 3.02(a), in an integral multiple of $10,000,000,
provided that each such reduction shall apply proportionately to permanently
--------
reduce the Commitment of each Lender.

          (b)   In the event of certain refusals by a Lender as provided in
Section 13.12(b) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders, the Borrower may, subject to compliance with the requirements
of said Section 13.12(b), upon five Business Days' written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders) terminate the Commitment of such
Lender so long as all Loans, together with accrued and unpaid interest, Fees and
all other amounts, owing to such Lender are repaid concurrently with the
effectiveness of such termination pursuant to Section 4.01(b) (at which time
Schedule I shall be deemed modified to reflect such changed amounts), and at
such time, such Lender shall no longer constitute a "Lender" for purposes of
this Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and
13.06), which shall survive as to such repaid Lender.

          3.03. Mandatory Reduction of Commitments. (a) The Total Commitment
                ----------------------------------
(and the Commitment of each Lender) shall terminate in its entirety on February
15, 2002 unless the Credit Agreement has been executed and delivered by all of
the parties hereto and the Effective Date has occurred.

          (b)   In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Commitment (and the Commitment of each
Lender) shall terminate in its entirety on the Maturity Date.

          SECTION 4. Prepayments; Payments; Taxes.
                     ----------------------------

          4.01. Voluntary Prepayments. (a) The Borrower shall have the right to
                ---------------------
prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) an Authorized
Representative of the Borrower shall give the Administrative Agent prior to
12:00 Noon (New York time) at the Notice Office (x) at least

                                      -18-

<PAGE>

one Business Day's prior written notice (or telephonic notice promptly confirmed
in writing) of the Borrower's intent to prepay Base Rate Loans (or same day
notice in the case of Swingline Loans provided such notice is given prior to
11:00 A.M. (New York time)) and (y) at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of their intent to
prepay Eurodollar Loans, whether Revolving Loans or Swingline Loans shall be
prepaid, the amount of such prepayment and the Types of Loans to be prepaid and,
in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant
to which made, which notice the Administrative Agent shall promptly transmit to
each of the Lenders; (ii) each prepayment shall be in an aggregate principal
amount of at least $1,000,000 (or $100,000 in the case of Swingline Loans),
provided that if any partial prepayment of Eurodollar Loans made pursuant to any
--------
Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar
Loans and any election of an Interest Period with respect thereto given by the
Borrower shall have no force or effect; and (iii) each prepayment in respect of
any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among
                                                                  --- ----
such Revolving Loans, provided that at the Borrowers' election in connection
                      --------
with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such
prepayment shall not, so long as no Default or Event of Default then exists, be
applied to the prepayment of Revolving Loans of a Defaulting Lender.

          (b)   In the event of certain refusals by a Lender as provided in
Section 13.12(b) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders, the Borrower may, upon five Business Days' written notice by
an Authorized Representative of the Borrower to the Administrative Agent at the
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders) repay all Revolving Loans, together with accrued and unpaid
interest, Fees, and other amounts owing to such Lender in accordance with, and
subject to the requirements of, said Section 13.12(b) so long as (A) the
Commitment of such Lender is terminated concurrently with such repayment
pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified
to reflect the changed Commitments) and (B) the consents required by Section
13.12(b) in connection with the repayment pursuant to this clause (b) have been
obtained.

          4.02. Mandatory Repayments and Cash Collateralizations. (b) On any day
                ------------------------------------------------
on which the sum of (i) the aggregate outstanding principal amount of all
Revolving Loans (after giving effect to all other repayments thereof on such
date), (ii) the aggregate principal amount of all Swingline Loans (after giving
effect to all other repayments thereof on such date) and (iii) the aggregate
amount of all Letter of Credit Outstandings (after giving effect to all other
repayments thereof on such date) exceeds Total Commitment as then in effect, the
Borrower agrees to prepay on such day the principal of Swingline Loans and,
after the Swingline Loans have been repaid in full, Revolving Loans in an amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans, the aggregate amount of the
Letter of Credit Outstandings exceeds the Total Commitment as then in effect,
the Borrower agrees to pay to the Administrative Agent at the Payment Office on
such date an amount of cash and/or Cash Equivalents equal to the amount of such
excess (up to a maximum amount equal to the Letter of Credit Outstandings at
such time), such cash and/or Cash Equivalents to be held as security for all
obligations of the Borrower to Lenders hereunder in a cash collateral account to


                                       -19-

<PAGE>

be established by the Administrative Agent on terms reasonably satisfactory to
the Administrative Agent.

          (b) With respect to each repayment of Revolving Loans required by
Section 4.02(a), the Borrower may designate the Types of Revolving Loans which
are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar
                                   --------
Loans pursuant to Section 4.02(a) may only be made on the last day of an
Interest Period applicable thereto unless all Eurodollar Loans with Interest
Periods ending on such date of required repayment and all Base Rate Loans have
been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
Revolving Loans required by Section 4.02(a) shall be applied pro rata among such
                                                             --- ----
Revolving Loans. In the absence of a designation by the Borrower as described in
the preceding sentence, the Administrative Agent shall, subject to the above,
make such designation in its sole discretion with a view, but no obligation, to
minimize breakage costs owing under Section 1.11.

          (c) In addition to any other mandatory repayments required pursuant to
this Section 4.02, (i) all then outstanding Revolving Loans shall be repaid in
full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be
repaid in full on the Swingline Expiry Date.

          4.03. Method and Place of Payment. Except as otherwise specifically
                ---------------------------
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the account of the Lender or Lenders entitled
thereto not later than 12:00 Noon (New York time) on the date when due and shall
be made in Dollars in immediately available funds at the Payment Office. Any
payments received by the Administrative Agent after such time shall be deemed to
have been received on the next Business Day. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable at the applicable rate during such extension.

          4.04. Net Payments.  (a) All payments made by the Borrower hereunder
                ------------
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits of a Lender pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (all such non-excluded taxes, levies, imports,
duties, fees, assessments or other charges being referred to collectively as
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the
full amount of such Taxes, and such additional amounts

                                      -20-

<PAGE>

as may be necessary so that every payment of all amounts due under this
Agreement or under any Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such Note.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, the Borrower agrees to reimburse each Lender, upon the written request
of such Lender, for taxes imposed on or measured by the net income or net
profits of such Lender pursuant to the laws of the jurisdiction in which such
Lender is organized or in which the principal office or applicable lending
office of such Lender is located or under the laws of any political subdivision
or taxing authority of any such jurisdiction in which such Lender is organized
or in which the principal office or applicable lending office of such Lender is
located and for any withholding or similar taxes as such Lender shall determine
are payable by, or withheld from, such Lender in respect of such amounts so paid
to or on behalf of such Lender pursuant to the preceding sentence and in respect
of any amounts paid to or on behalf of such Lender pursuant to this sentence.
The Borrower will furnish to the Administrative Agent within 45 days after the
date the payment of any Taxes is due pursuant to applicable law certified copies
of tax receipts evidencing such payment by the Borrower. The Borrower agrees to
indemnify and hold harmless each Lender, and reimburse such Lender upon its
written request, for the amount of any Taxes so levied or imposed and paid by
such Lender.

         (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Effective Date, or in the case
of a Lender that is an assignee or transferee of an interest under this
Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Lender, (i) two accurate and
complete original signed copies of Internal Revenue Service Form W-8ECI or Form
W-8BEN (with respect to a complete exemption under an income tax treaty) (or
successor forms) certifying to such Lender's entitlement to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete
exemption under an income tax treaty) pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit D (any such certificate, a
"Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest exemption) (or successor form) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the Effective
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect
to the benefits of any income tax treaty), or Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or establish
the entitlement of such Lender to a continued exemption from or reduction in
United States withholding tax with respect to payments under this Agreement and
any Note, or it shall immediately notify the Borrower and the Administrative
Agent of its inability to deliver any such Form or Certificate, in which case
such Lender shall not be required to deliver any such Form or Certificate
pursuant to this Section 4.04(b). Notwithstanding anything to the contrary
contained

                                      -21-

<PAGE>

in Section 4.04(a), but subject to Section 13.04(b) and the immediately
succeeding sentence, (x) the Borrower shall be entitled, to the extent it is
required to do so by law, to deduct or withhold income or similar taxes imposed
by the United States (or any political subdivision or taxing authority thereof
or therein) from interest, fees or other amounts payable hereunder for the
account of any Lender which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
to the extent that such Lender has not provided to the Borrower U.S. Internal
Revenue Service Forms that establish a complete exemption from such deduction or
withholding and (y) the Borrower shall not be obligated pursuant to Section
4.04(a) hereof to gross-up payments to be made to a Lender in respect of income
or similar taxes imposed by the United States if (I) such Lender has not
provided to the Borrower the Internal Revenue Service Forms required to be
provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of
a payment, other than interest, to a Lender described in clause (ii) above, to
the extent that such forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as set forth
in Section 13.04(b), the Borrower agrees to pay additional amounts and to
indemnify each Lender in the manner set forth in Section 4.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes that are effective
after the Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar Taxes.

         SECTION 5. Conditions Precedent to the Effective Date. The occurrence
                    ------------------------------------------
of the Effective Date pursuant to Section 13.10 is subject to the satisfaction
of the following conditions:

        5.01. Execution of Agreement; Notes. On or prior to the Effective Date
              -----------------------------
(i) this Agreement shall have been executed and delivered as provided in Section
13.10 and (ii) there shall have been delivered to the Administrative Agent for
the account of each of the Lenders that has requested same the appropriate
Revolving Note executed by the Borrower and to the Swingline Lender, to the
extent the Swingline Lender has requested same, the Swingline Note executed by
the Borrower, in each case, in the amount, maturity and as otherwise provided
herein.

         5.02. Officer's Certificate. On the Effective Date, the Administrative
               ---------------------
Agent shall have received a certificate, dated the Effective Date, and signed on
behalf of the Borrower by an Authorized Representative, stating that all
conditions in Sections 5.05, 5.07(b) and 6.02 have been satisfied on such date.

         5.03. Opinions of Counsel. On the Effective Date, the Administrative
               -------------------
Agent shall have received from Bingham Dana LLP, special counsel to the Credit
Parties, an opinion addressed to the Agents and each of the Lenders and dated
the Effective Date covering the matters set forth in Exhibit E and such other
matters incident to the transactions contemplated herein as the Administrative
Agent may reasonably request.

         5.04. Corporate Documents; Proceedings; etc. (a) On the Effective Date,
               -------------------------------------
the Administrative Agent shall have received a certificate, dated the Effective
Date, signed by an Authorized Representative of each Credit Party, and attested
to by another Authorized Represen-

                                      -22-

<PAGE>

tative of such Credit Party, in the form of Exhibit F with appropriate
insertions, together with copies of the certificate of incorporation and by-laws
(or equivalent organizational documents) of such Credit Party, and the
resolutions of such Credit Party referred to in such certificate, and the
foregoing shall be in form and substance reasonably acceptable to the
Administrative Agent.

         (b) All corporate, partnership, limited liability company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received all information and copies of
all documents and papers, including governmental approvals, good standing
certificates and bring-down telegrams, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate or governmental
authorities.

         5.05. Existing Credit Agreement. On the Effective Date, the total
               -------------------------
commitments in respect of the Existing Credit Agreement shall have been
terminated (except as to indemnification and similar provisions, which may
survive to the extent provided therein), and all loans and notes (together with
interest thereon) with respect thereto shall have been repaid in full, all
letters of credit (or acceptances created thereunder) issued thereunder shall
have been terminated (or either (x) incorporated herein as Letters of Credit or
(y) fully supported with Letters of Credit issued hereunder) and all other
amounts (including premiums) owing pursuant to the Existing Credit Agreement
shall have been repaid in full and all documents in respect of the Existing
Credit Agreement and all guarantees with respect thereto shall have been
terminated and be of no further force and effect. In addition, the creditors in
respect of the Existing Credit Agreement shall have terminated and released all
security interests in and Liens on the assets of the Borrower and its
Subsidiaries created pursuant to any security documentation relating to the
Existing Credit Agreement, and such creditors shall have returned all such
assets to the Borrower or such Subsidiary. The Administrative Agent shall have
received evidence that the matters set forth in this Section 5.05 have been
satisfied on such date.

         5.06. Guaranties. On the Effective Date, each Subsidiary Guarantor
               ----------
shall have duly authorized, executed and delivered a Subsidiaries Guaranty in
the form of Exhibit G (as amended, modified or supplemented from time to time,
the "Subsidiaries Guaranty"), and the Subsidiaries Guaranty shall be in full
force and effect.

         5.07. Adverse Change; Governmental Approvals; etc. (a) On the Effective
               -------------------------------------------
Date, nothing shall have occurred (and neither the Administrative Agent nor any
Lender shall have become aware of any facts or conditions not previously known)
which the Administrative Agent or the Required Lenders shall determine could
reasonably be expected to have a Material Adverse Effect.

         (b) On or prior to the Effective Date, all necessary governmental
(domestic and foreign) and third party approvals and/or consents in connection
with the transactions contemplated by the Credit Documents and otherwise
referred to herein shall have been obtained and remain in effect, and all
applicable waiting periods shall have expired without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of the transactions contemplated by the Credit
Documents.

                                      -23-

<PAGE>

Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the making of any Loan, issuance of any Letter of Credit or the
consummation of the transactions contemplated by the Credit Documents.

         5.08. Litigation. On the Effective Date, no litigation by any entity
               ----------
(private or governmental) shall be pending or threatened with respect to this
Agreement, any other Credit Document or any other documentation executed in
connection herewith and therewith or the transactions contemplated hereby and
thereby, or which the Administrative Agent or the Required Lenders shall
determine has had, or could reasonably be expected to have, a Material Adverse
Effect.

         5.09. Financial Statements. On or prior to the Effective Date, the
               --------------------
Administrative Agent shall have received true and correct copies of the
historical financial statements referred to in Section 7.05(a), which historical
financial statements shall be in form and substance satisfactory to the
Administrative Agent and the Required Lenders.

         5.10. Fees, etc. On the Effective Date, all costs, fees and expenses
               ---------
(including, without limitation, legal fees and expenses) payable to the Agents
and the Lenders shall have been paid to the extent due.

         SECTION 6. Conditions Precedent to All Credit Events. The obligation of
                    -----------------------------------------
each Lender to make Loans (including Loans made on the Effective Date but
excluding Mandatory Borrowings made thereafter, which shall be made as provided
in Section 1.01(c)), and the obligation of an Issuing Lender to issue any Letter
of Credit, is subject, at the time of each such Credit Event, to the
satisfaction of the following conditions:

         6.01. Effective Date.  The Effective Date shall have occurred.
               --------------

         6.02. No Default; Representations and Warranties. At the time of each
               ------------------------------------------
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

         6.03. Notice of Borrowing; Letter of Credit Request. (a) Prior to the
               ---------------------------------------------
making of each Revolving Loan (excluding Swingline Loans), the Administrative
Agent shall have received the notice required by Section 1.03(a). Prior to the
making of each Swingline Loan, the Swingline Lender shall have received the
notice required by Section 1.03(b)(i).

         (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the respective Issuing Lender shall have received a Letter of Credit
Request meeting the requirements of Section 2.03.

                                       -24-

<PAGE>

The acceptance of the benefit of each Credit Event shall constitute a
representation and warranty by the Borrower to the Agents and each of the
Lenders that all the conditions specified in Section 5 (with respect to Credit
Events on the Effective Date) and in this Section 6 (with respect to Credit
Events to occur on or after the Effective Date) and applicable to such Credit
Event exist as of that time. All of the Notes, certificates, legal opinions and
other documents and papers referred to in Section 5 and in this Section 6,
unless otherwise specified, shall be delivered to the Administrative Agent at
the Notice Office for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance reasonably satisfactory to the Lenders.

         SECTION 7. Representations, Warranties and Agreements. In order to
                    ------------------------------------------
induce the Lenders to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations, warranties and agreements, in each case after
giving effect to the occurrence of the Effective Date, all of which shall
survive the execution and delivery of this Agreement and the Notes and the
making of the Loans and issuance of the Letters of Credit, with the occurrence
of each Credit Event on or after the Effective Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Effective Date and on
the date of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date).

         7.01. Corporate Status. The Borrower and each of its Subsidiaries (i)
               ----------------
is a duly organized and validly existing corporation, limited liability company
or partnership, as the case may be, in good standing under the laws of the
jurisdiction of its organization, (ii) has the corporate, limited liability
company or partnership power and authority, as the case may be, to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the conduct of its
business requires such qualifications, except, in the case of preceding clauses
(i), (ii) and (iii), for failures which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

         7.02. Corporate Power and Authority. Each Credit Party has the
               -----------------------------
corporate, limited liability company or partnership power and authority, as the
case may be, to execute, deliver and perform the terms and provisions of each of
the Credit Documents to which it is party and has taken all necessary corporate,
limited liability company or partnership action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
the legal, valid and binding obligation of such Credit Party enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

         7.03. No Violation. Neither the execution, delivery or performance by
               ------------
any Credit Party of the Credit Documents to which it is a party, nor compliance
by it with the terms and provisions thereof, (i) will contravene any provision
of any applicable law, statute, rule or

                                      -25-

<PAGE>

regulation or any applicable order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict with or result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the properties or assets of the Borrower
or any of its Subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, credit agreement or loan agreement, or any other material
agreement, contract or instrument, to which the Borrower or any of its
Subsidiaries is a party or by which it or any of its property or assets is bound
or to which it may be subject or (iii) will violate any provision of the
Certificate or Articles of Incorporation or By-Laws (or equivalent
organizational documents) of the Borrower or any of its Subsidiaries.

         7.04. Governmental Approvals. No order, consent, approval, license,
               ----------------------
authorization or validation of, or filing, recording or registration with or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with, (i) the
execution, delivery and performance of any Credit Document or (ii) the legality,
validity, binding effect or enforceability of any such Credit Document.

         7.05. Financial Statements; Financial Condition; Undisclosed
               ------------------------------------------------------
Liabilities; Projections; etc. (a) The consolidated balance sheet of the
-----------------------------
Borrower and its Subsidiaries for the fiscal years ended December 31, 2000 and
the interim nine-month period ended September 30, 2001, and the related
consolidated statements of income, cash flow and shareholders' equity of the
Borrower for the fiscal year or nine-month period ended on such dates, copies of
which have been furnished to the Lenders prior to the Effective Date, present
fairly the financial condition of the Borrower and its Subsidiaries at the date
of such balance sheets and the results of the operations of the Borrower and its
Subsidiaries for the periods covered thereby. All of the foregoing financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently applied (except, in the case of the
aforementioned interim financial statements, for normal year-end audit
adjustments and the absence of footnotes).

         (b) Since December 31, 2000, there has been no Material Adverse Effect.

         (c) Except as fully disclosed in the financial statements referred to
in Section 7.05(a), there were as of the Effective Date no material liabilities
or obligations with respect to the Borrower and its Subsidiaries (taken as a
whole) of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due). As of the Effective Date, the Borrower is not
aware of any basis for the assertion against it or any of its Subsidiaries of
any material liability or obligation of any nature whatsoever that is not fully
disclosed in the financial statements delivered pursuant to Section 5.09.

         7.06. Litigation. There are no actions, suits or proceedings pending
               ----------
or, to the knowledge of the Borrower, threatened (i) with respect to any Credit
Document or (ii) that could reasonably be expected to have a Material Adverse
Effect.

         7.07. True and Complete Disclosure. All factual information (taken as a
               ----------------------------
whole) furnished by or on behalf of the Borrower or any of its Subsidiaries in
writing to any Agent or any Lender (including, without limitation, all factual
information contained in the Credit

                                      -26-

<PAGE>

Documents) for purposes of or in connection with this Agreement, the other
Credit Documents or any transaction contemplated herein or therein is, and all
other such factual information (taken as a whole) hereafter furnished by or on
behalf of the Borrower or any of its Subsidiaries in writing to any Agent or any
Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to
state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances
under which such information was provided.

         7.08. Use of Proceeds; Margin Regulations. (a) All proceeds of Loans
               -----------------------------------
shall be used (i) to repay all outstanding Indebtedness under the Existing
Credit Agreement, (ii) to pay fees and expenses incurred in connection with this
Agreement and (iii) for the Borrower's and its Subsidiaries' ongoing working
capital and general corporate purposes (including capital expenditures and
acquisitions).

         (b) Neither the making of any Loan nor the use of the proceeds thereof
nor the occurrence of any other Credit Event will violate the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System. At
the time of each Credit Event and after giving effect thereto (including after
giving effect to the application of proceeds therefrom), no more than 25% of the
value of the assets of the Borrower, or of the Borrower and its Subsidiaries
taken as a whole, will constitute Margin Stock.

         7.09. Tax Returns and Payments. The Borrower and each of its
               ------------------------
Subsidiaries has timely filed or caused to be timely filed, on the due dates
thereof or within applicable grace periods, with the appropriate taxing
authority, all Federal, state, foreign and other material returns, statements,
forms and reports for taxes (the "Returns") required to be filed by or with
respect to the income, properties or operations of the Borrower and its
Subsidiaries. Each of the Borrower and each of its Subsidiaries has paid all
taxes and assessments payable by it which have become due, other than those
contested in good faith and for which adequate reserves have been established in
accordance with generally accepted accounting principles. There is no action,
suit, proceeding, investigation, audit, or claim now pending or, to the
knowledge of the Borrower, threatened by any authority regarding any taxes
relating to the Borrower or its Subsidiaries which could reasonably be expected
to have a Material Adverse Effect.

         7.10. Compliance with ERISA. (a) Each Plan is in substantial compliance
               ---------------------
with ERISA and the Code; no Reportable Event has occurred with respect to a
Plan; to the knowledge of the Borrower, no Multiemployer Plan is insolvent or in
reorganization; no Plan has an Unfunded Current Liability; no Plan has an
accumulated or waived funding deficiency, or has applied for an extension of any
amortization period within the meaning of Section 412 of the Code; neither the
Borrower nor any of its respective Subsidiaries nor any ERISA Affiliate has
incurred any liability to or on account of a Plan and/or a Multiemployer Plan
pursuant to Section 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA; no
proceedings have been instituted to terminate or appoint a trustee to administer
any Plan; no action, suit, proceeding, hearing, audit or investigation with
respect to the administration, operation or investment of assets of any Plan
(other than routine claims for benefits) is pending, expected or threatened; no
condition exists which presents a risk to the Borrower or any of its
Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of
a Plan and/or a Multiemployer Plan pursuant to the foregoing provisions of ERISA
and the Code; using actuarial assumptions and computation


                                      -27-

<PAGE>

methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of the Borrower, its Subsidiaries and its ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan ended prior
to the date of the most recent Credit Event, could not reasonably be expected to
have a Material Adverse Effect.

         (b)   Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. Neither the
Borrower nor any of its Subsidiaries has incurred any obligation in connection
with the termination of or withdrawal from any Foreign Pension Plan. The present
value of the accrued benefit liabilities (whether or not vested) under each
Foreign Pension Plan, determined as of the end of the Borrower's most recently
ended fiscal year on the basis of actuarial assumptions, each of which is
reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

         7.11. Properties. The Borrower and each of its Subsidiaries has good
               ----------
and valid title to all material properties owned by them, including all property
reflected in the balance sheets referred to in Sections 7.05(a) (except as sold
or otherwise disposed of since the date of such balance sheet in the ordinary
course of business or otherwise as permitted hereunder), free and clear of all
Liens other than Permitted Liens.

         7.12. Subsidiaries. As of the Effective Date (i) Schedule IV sets forth
               ------------
an organizational chart of the Borrower and its Subsidiaries displaying the
direct and indirect (if any) owner of, and its ownership percentage in, each
such Subsidiary, and (ii) the Borrower has no Subsidiaries other than those
Subsidiaries listed on such Schedule IV.

         7.13. Compliance with Statutes, etc. The Borrower and each of its
               -----------------------------
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of their business and the
ownership of their property, except such noncompliances as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         7.14. Investment Company Act. Neither the Borrower nor any of its
               ----------------------
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

         7.15. Public Utility Holding Company Act. Neither the Borrower nor any
               ----------------------------------
of its Subsidiaries 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, as amended.

         7.16. Environmental Matters. Except to the extent that any matter
               ---------------------
described below in this Section 7.16, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, (i) the
Borrower and each of its Subsidiaries is in compliance with all applicable
Environmental Laws and the requirements of any permits required under such
Environmental Laws; (ii) there are no pending or, to the knowledge of the

                                      -28-

<PAGE>

Borrower, threatened Environmental Claims against the Borrower or any of
its Subsidiaries or any Real Property presently or formerly owned, leased or
operated by the Borrower or any of its Subsidiaries; and (iii) there are no
facts, circumstances, or conditions relating to the past or present business or
operations of the Borrower or any of its Subsidiaries (including the disposal of
any wastes, hazardous substances or other materials), or to any Real Property or
formerly owned, leased or operated by the Borrower or any of its Subsidiaries,
that could reasonably be expected to give rise to any claim, proceeding or
action under any Environmental Laws.

         7.17. Labor Relations. Neither the Borrower nor any of its Subsidiaries
               ---------------
is engaged in any unfair labor practice that could reasonably be expected to
have a Material Adverse Effect. There is (i) no unfair labor practice complaint
pending against the Borrower or any of its Subsidiaries or, to the knowledge of
the Borrower, threatened against any of them, before the National Labor
Relations Board, and no material grievance or material arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against the Borrower or any of its Subsidiaries or, to the knowledge of the
Borrower, threatened against any of them, (ii) no strike, labor dispute,
slowdown or stoppage pending against the Borrower or any of its Subsidiaries or,
to the knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries and (iii) to the knowledge of the Borrower, no union representation
proceeding pending with respect to the employees of the Borrower or any of its
Subsidiaries, except (with respect to any matter specified in clause (i), (ii)
or (iii) above, either individually or in the aggregate) such as could not
reasonably be expected to have a Material Adverse Effect.

         7.18. Patents, Licenses, Franchises and Formulas. The Borrower and its
               ------------------------------------------
Subsidiaries own all material patents, trademarks, permits, service marks, trade
names, copyrights, licenses, franchises and formulas, or rights with respect to
the foregoing, and have obtained assignments of all leases and other rights of
whatever nature, reasonably necessary for the present conduct of their business,
without any known conflict with the rights of others which, or the failure to
obtain which, as the case may be, could reasonably be expected to result in a
Material Adverse Effect.

         SECTION 8. Affirmative Covenants. The Borrower hereby covenants and
                    ---------------------
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings
(in each case together with interest thereon), Fees and all other Obligations
(other than indemnities described in Section 13.13 which are not then due and
payable) incurred hereunder and thereunder, are paid in full:

         8.01. Information Covenants. The Borrower will furnish to each Lender:
               ---------------------

         (a) Quarterly Financial Statements. As soon as available and in any
             ------------------------------
event within 45 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower, (i) the consolidated
balance sheets of the Borrower and its Subsidiaries, in each case, as at the end
of such quarterly period and the related consolidated statements of income, cash
flow and shareholders' equity for such quarterly period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly period, in
each case setting forth comparative figures for the corresponding quarterly
accounting period in the prior fiscal year and (ii) management's discussion and
analysis of the important operational and financial developments during such
quarterly period (it being understood and agreed that the delivery of

                                      -29-

<PAGE>

such management's discussion and analysis as contained in the Borrower's
quarterly report on Form 10-Q shall satisfy the requirement contained in this
clause (ii)).

         (b) Annual Financial Statements. Within 90 days after the close of each
             ---------------------------
fiscal year of the Borrower, (i) the consolidated balance sheets of the Borrower
and its Subsidiaries, in each case, as at the end of such fiscal year and the
related consolidated statements of income, cash flow and shareholders' equity
for such fiscal year setting forth comparative figures for the preceding fiscal
year and certified by PricewaterhouseCoopers LLC or such other independent
certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent, together with a report of such
accounting firm stating that in the course of its regular audit of the financial
statements of the Borrower and its Subsidiaries, which audit was conducted in
accordance with generally accepted auditing standards, such accounting firm
obtained no knowledge of any Default or Event of Default which has occurred and
is continuing or, if in the opinion of such accounting firm such a Default or
Event of Default has occurred and is continuing, a statement as to the nature
thereof and (ii) management's discussion and analysis of the important
operational and financial developments during such fiscal year (it being
understood and agreed that the delivery of such management's discussion and
analysis as contained in the Borrower's annual report on Form 10-K shall satisfy
the requirement contained in this clause (ii)).

         (c) Officer's Certificates. At the time of the delivery of the
             ----------------------
financial statements provided for in Section 8.01(a) and (b), a certificate of
an Authorized Representative of the Borrower to the effect that, to the best of
such Authorized Representative's knowledge, no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has occurred
and is continuing, specifying the nature and extent thereof, which certificate
shall set forth the calculations required to establish whether the Borrower was
in compliance with the provisions of Sections 9.01, 9.02, 9.04, 9.05, 9.07, 9.08
and 9.09 at the end of such fiscal quarter or year, as the case may be.

         (d) Notice of Default or Litigation. Promptly, and in any event within
             -------------------------------
three Business Days after an executive officer of the Borrower obtains knowledge
thereof, notice of (i) the occurrence of any event which constitutes a Default
or Event of Default, (ii) any litigation or governmental investigation or
proceeding pending against the Borrower or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect or (iii) any other
development that has had, or could reasonably be expected to have, a Material
Adverse Effect.

         (e) Other Reports and Filings. Promptly, copies of all financial
             -------------------------
information, proxy materials and other information and reports, if any, which
the Borrower or any of its Subsidiaries shall file with the Securities and
Exchange Commission or any successor thereto (the "SEC") or deliver to holders
of its Indebtedness (or any trustee, agent or other representative therefor)
pursuant to the terms of the documentation governing such Indebtedness.

         (f) Debt Rating. Promptly upon, and in any event within three Business
             -----------
Days after, an Authorized Representative of the Borrower obtains knowledge of
any change by Moody's or S&P in the Debt Rating, notice of such change.

                                      -30-

<PAGE>

          (g)   Other Information. From time to time, such other information or
                -----------------
documents (financial or otherwise) with respect to the Borrower or any of its
Subsidiaries as any Agent or Lender may reasonably request in writing.

          8.02. Books, Records and Inspections. The Borrower will, and will
                ------------------------------
cause each of its respective Subsidiaries to, keep proper books of record and
account in which full, true and correct entries in conformity with generally
accepted accounting principles and all requirements of law shall be made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its respective Subsidiaries to, permit
officers and designated representatives of any Agent or any Lender to visit and
inspect, after reasonable notice during regular business hours and under
guidance of officers of the Borrower or such Subsidiary, any of the properties
of the Borrower or such Subsidiary, and to examine the books of account of the
Borrower or such Subsidiary and discuss the affairs, finances and accounts of
the Borrower or such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as such Agent or such Lender may
request.

          8.03. Maintenance of Insurance. The Borrower will, and will cause each
                ------------------------
of its respective Subsidiaries to, maintain insurance on all its property in at
least such amounts and against at least such risks and with such deductibles or
self-insured retentions as is consistent and in accordance with industry
practice.

          8.04. Corporate Franchises. The Borrower will, and will cause each of
                --------------------
its respective Subsidiaries to, do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its material
rights, franchises, licenses and patents; provided, however, that nothing in
                                          --------  -------
this Section 8.04 shall prevent (i) sales of assets, mergers or other
transactions by or among the Borrower or any of its Subsidiaries in accordance
with Section 9.02 and 9.03 or (ii) the withdrawal by the Borrower or any of the
Subsidiaries of its qualification as a foreign corporation or the failure to
qualify as a foreign corporation in any jurisdiction which would not in any way
materially and adversely affect the Lenders, and where such withdrawal or
failure or amendment, as the case may be, could not reasonably be expected to
have a Material Adverse Effect.

          8.05. Compliance with Statutes, etc. The Borrower will, and will cause
                -----------------------------
each of its respective Subsidiaries to, comply with all applicable statutes,
regulations and orders (including, without limitation, any Environmental Laws)
of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property, except such noncompliances as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          8.06. ERISA. As soon as possible and, in any event, within 30 days
                -----
after the Borrower or any of its respective Subsidiaries or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Borrower will deliver to the Administrative Agent, and the Administrative Agent
shall promptly forward to each Lender, a certificate of an Authorized
Representative of the Borrower setting forth details as to such occurrence and
the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate
is required or proposes to take, together with any notices required or proposed
to be given to or filed with or by the

                                       -31-

<PAGE>

Borrower, such Subsidiary, the ERISA Affiliate, the PBGC, or a Plan participant
or the Plan administrator with respect thereto: (i) that a Reportable Event has
occurred; (ii) that an accumulated funding deficiency has been incurred or an
application is likely to be or has been made to the Secretary of the Treasury
for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under
Section 412 of the Code with respect to a Plan and/or a Multiemployer Plan;
(iii) that a Plan and/or Multiemployer Plan has been or is reasonably expected
to be terminated, reorganized, partitioned or declared insolvent under Title IV
of ERISA; (iv) that a Plan and/or a Multiemployer Plan has an Unfunded Current
Liability giving rise to a lien under ERISA or the Code; (v) that proceedings
are likely to be or have been instituted or notice has been given to terminate
or appoint a trustee to administer a Plan and/or a Multiemployer Plan; (vi) that
a proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Multiemployer Plan if material in amount; (vii)
that the Borrower, any of its respective Subsidiaries or any ERISA Affiliate
will or is reasonably expected to incur any liability (including any indirect,
contingent or secondary liability) to or on account of the termination of or
withdrawal from a Plan and/or Multiemployer Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan and/or Multiemployer
Plan under Section 401(a)(29) of the Code which could reasonably be expected to
have a Material Adverse Effect; or that the Borrower or any Subsidiary is
reasonably expected to incur any liability pursuant to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to
retired employees or other former employees (other than as required by Section
601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2)
of ERISA) which liability, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. Upon request, the Borrower will
deliver to each of the Lenders a complete copy of the annual report (Form 5500)
of each Plan required to be filed with the Internal Revenue Service. In addition
to any certificates or notices delivered to the Lenders pursuant to the first
sentence hereof, copies of such annual reports and any material notices received
by the Borrower or any of its respective Subsidiaries or any ERISA Affiliate
with respect to any Plan and/or Multiemployer Plan and/or Foreign Pension Plan
shall be delivered to the Lenders no later than 30 days after the date such
report has been requested or such notice has been received by the Borrower, such
Subsidiary or such ERISA Affiliate, as applicable. The Borrower and each of its
applicable Subsidiaries shall ensure that all Foreign Pension Plans administered
by it or into which it makes payments obtains or retains (as applicable)
registered status under and as required by applicable law and is administered in
a timely manner in all respects in compliance with all applicable laws except
where the failure to do any of the foregoing could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Affect.

          8.07. End of Fiscal Years; Fiscal Quarters. The Borrower will cause
                ------------------------------------
(i) each of its, and each of its Subsidiaries' fiscal years to end on December
31 of each year, and each of its, and each of its Subsidiaries' fiscal quarters
to end on each March 31, June 30, September 30 and December 31.

          8.08. Payment of Taxes. The Borrower will pay and discharge, or cause
                ----------------
to be paid and discharged, and will cause each of its respective Subsidiaries to
pay and discharge, all material taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits, or upon any material
properties belonging to it, in each case on a timely basis

                                      -32-

<PAGE>

and prior to the date on which penalties attach thereto and all lawful claims
which, if unpaid, might become a Lien or charge upon any properties of the
Borrower or any of its Subsidiaries; provided that neither the Borrower nor any
                                     --------
of its Subsidiaries shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested in good faith and by proper proceedings
if it has maintained adequate reserves with respect thereto in accordance with
generally accepted accounting principles.

          8.09. Additional Subsidiary Guarantors. Unless the Required Lenders
                --------------------------------
otherwise agree, the Borrower agrees to cause each of its Wholly-Owned Domestic
Subsidiaries that are acquired or created after the Effective Date to promptly
(and in any event within 10 Business Days of such acquisition or creation)
execute and deliver a counterpart of the Subsidiaries Guaranty.

          SECTION 9. Negative Covenants. The Borrower covenants and agrees that
                     ------------------
on and after the Effective Date and until the Total Commitment and all Letters
of Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case
together with interest thereon), Fees and all other Obligations (other than
indemnities described in Section 13.03 which are not then due and payable)
incurred hereunder and thereunder, are paid in full:

          9.01. Liens. The Borrower will not, and will not permit any of its
                -----
respective Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Borrower
or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; provided that the provisions
                                                    --------
of this Section 9.01 shall not prevent the creation, incurrence, filing,
assumption or existence of the following (Liens described below are herein
referred to as "Permitted Liens"):

          (i)  incipient Liens for taxes, assessments or governmental charges or
     levies not yet due and payable or Liens for taxes, assessments or
     governmental charges or levies being contested in good faith and by
     appropriate proceedings for which adequate reserves have been established
     in accordance with generally accepted accounting principles;

          (ii) Liens in respect of property or assets of the Borrower or any of
     its Subsidiaries imposed by law, which were incurred in the ordinary course
     of business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, materialmen's and mechanics' liens and other
     similar Liens arising in the ordinary course of business, and (x) which do
     not in the aggregate materially detract from the value of the Borrowers' or
     such Subsidiary's property or assets or materially impair the use thereof
     in the operation of the business of the Borrower or such Subsidiary or (y)
     which are being contested in good faith by appropriate proceedings, which
     proceedings have the effect of preventing the forfeiture or sale of the
     property or assets subject to any such Lien;

                                      -33-

<PAGE>

          (iii) Liens in existence on the Effective Date which are listed, and
     the property subject thereto described, in Schedule V, plus renewals and
     extensions of such Liens, provided that (x) the aggregate principal amount
                               --------
     of the Indebtedness, if any, secured by such Liens does not increase from
     that amount outstanding at the time of any such renewal or extension and
     (y) any such renewal or extension does not encumber any additional assets
     or properties of the Borrower or any of its Subsidiaries;

          (iv)  (a) licenses, leases or subleases granted to other Persons in
     the ordinary course of business not materially interfering with the conduct
     of the business of the Borrower and its Subsidiaries taken as a whole, (b)
     Liens arising from precautionary UCC financing statements regarding
     operating leases and (c) statutory and common law landlords' liens under
     leases to which the Borrower or any of its Subsidiaries is a party;

          (v)   Liens upon assets subject to Capitalized Lease Obligations of
     the Borrower and its Subsidiaries provided that (x) the aggregate
     outstanding amount of such Capitalized Lease Obligations of the Borrower
     and its Subsidiaries, and of Foreign Subsidiaries of the Borrower, as the
     case may be, secured by Liens permitted by this clause (v) shall not at any
     time exceed the amount of Capitalized Lease Obligations of such respective
     Persons permitted to be outstanding pursuant to Section 9.04(vii), (y) such
     Liens only serve to secure the payment of Indebtedness arising under such
     Capitalized Lease Obligation and (z) the Lien encumbering the asset giving
     rise to the Capitalized Lease Obligation does not encumber any other asset
     of the Borrower or any of its Subsidiaries;

          (vi)  Liens placed upon assets used in the ordinary course of business
     of the Borrower or any of its Subsidiaries at the time of acquisition or
     new construction thereof by the Borrower or any such Subsidiary or within
     180 days thereafter to secure Indebtedness incurred to pay all or a portion
     of the purchase price and/or construction costs thereof, plus renewals or
     extensions of such Liens, provided that (x) the aggregate outstanding
                               --------
     principal amount of all Indebtedness of the Borrower and its Subsidiaries,
     and of Foreign Subsidiaries of the Borrower, as the case may be, secured by
     Liens permitted by this clause (vi) shall not at any time exceed the amount
     of Indebtedness of such respective Persons permitted to be outstanding
     pursuant to Section 9.04(vii) and (y) in all events, the Lien encumbering
     the assets so acquired or newly constructed does not encumber any other
     asset of the Borrower or such Subsidiary;

          (vii) Liens existing on specific assets at the time acquired by the
     Borrower or any of its Subsidiaries or on assets of a Person at the time
     such Person is acquired by the Borrower or any of its Subsidiaries
     (together with Liens securing any extensions, renewals or refinancings of
     the Indebtedness secured thereby to the extent not increasing the
     outstanding principal amount thereof or extending to any other asset of the
     Borrower or its Subsidiaries), provided that (i) no such Liens were created
                                    --------
     at the time of or in contemplation of the acquisition of such assets or
     Person by the Borrower and/or its Subsidiaries, (ii) in the case of any
     such acquisition of a Person, any Lien attaches only to a specific asset of
     such Person and not assets of such Person generally and (iii) the
     Indebtedness secured by any such Lien does not exceed 100% of the fair
     market value of

                                      -34-

<PAGE>

     the asset to which such Lien attaches, determined at the time of the
     acquisition of such asset or Person in good faith by the Borrower or the
     respective Subsidiary;

          (viii) easements, rights-of-way, restrictions (including zoning
     restrictions), encroachments, protrusions and other similar charges or
     encumbrances, and minor title deficiencies, in each case whether now or
     hereafter in existence, not securing Indebtedness and not materially
     interfering with the conduct of the business of the Borrower or any of its
     Subsidiaries;

          (ix)   Liens arising out of the existence of judgments or awards not
     constituting an Event of Default under Section 10.09;

          (x)    any interest or title of a lessor, sublessor, licensee or
     licensor under any lease or license agreement permitted by this Agreement;

          (xi)   Liens (other than any Lien imposed by ERISA) incurred in the
     ordinary course of business of the Borrower or any of its Subsidiaries in
     connection with workers' compensation, unemployment insurance and other
     social security legislation;

          (xii)  Liens (x) to secure the performance by the Borrower or any of
     its Subsidiaries of tenders, statutory obligations, surety, stay, customs
     and appeal bonds, statutory bonds, bids, leases, government contracts,
     trade contracts, performance and return of money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money) or
     (y) to secure the performance by the Borrower or any of its Subsidiaries of
     leases of Real Property, to the extent incurred or made in the ordinary
     course of business consistent with past practices;

          (xiii) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure the payment of customs duties in connection with
     the importation of goods;

          (xiv)  Liens on any assets of a Foreign Subsidiary securing
     Indebtedness otherwise permitted to be incurred by such Foreign Subsidiary
     pursuant to Section 9.04;

          (xv)   Liens on capital stock, equity interests or securities held by
     the Borrower or any of its Subsidiaries arising from "lock-up" or similar
     arrangements restricting the disposition thereof in connection with any
     public offering of any such stock, equity interests or securities; and

          (xvi)  Liens not otherwise permitted by the foregoing clauses (i)
     through (xv) to the extent attaching to properties and assets of the
     Borrower and its Domestic Subsidiaries with an aggregate fair value not in
     excess of $25,000,000 at any time.

          9.02. Fundamental Changes. The Borrower will not, and will not permit
                -------------------
any of its Material Subsidiaries to, consolidate with, merge into, or sell all
or substantially all of the assets of the Borrower or any Material Subsidiary
(whether in a single transaction or in a series of related transactions) to any
other Person or permit any other Person to merge into the Borrower or any of its
Material Subsidiaries, except that: the Borrower or any of its Material
Subsidiaries may merge or consolidate with one another or any other Person so
long as (i) both

                                      -35-

<PAGE>

before and immediately after giving effect to such merger or consolidation, no
Default or Event of Default shall have occurred and be continuing, (ii) in the
case of a merger or consolidation involving the Borrower, the Borrower is the
surviving Person, (iii) in the case of a merger or consolidation involving a
Subsidiary Guarantor, the Subsidiary Guarantor is the surviving Person (unless
the respective Subsidiary Guarantor is merging into or consolidating with the
Borrower (in which case the Borrower will be the survivor thereof)), (iv) in the
case of a merger or consolidation involving a Material Subsidiary, the Material
Subsidiary is the surviving Person (unless the respective Material Subsidiary is
merging into or consolidating with the Borrower or a Subsidiary Guarantor (in
which case the Borrower or the respective Subsidiary Guarantor, as the case may
be, will be the survivor thereof)) and (v) in the case of a merger or
consolidation with or involving a Material Subsidiary or any third Person, such
merger or consolidation, as the case may be, is consummated pursuant to an arm's
length transaction and the Borrower or the respective Subsidiary receives at
least fair market value therefor (as determined in good faith by the Borrower or
such Subsidiary, as the case may be).

          9.03. Asset Dispositions, Liquidation and Dissolution. The Borrower
                -----------------------------------------------
will not, and will not permit any of its Subsidiaries to, sell, liquidate,
dissolve or otherwise dispose of the assets or equity interests of any Material
Subsidiary, except that the Borrower and its Subsidiaries may sell or otherwise
dispose of the assets or equity interests of any Material Subsidiary so long as
(i) both before and immediately after giving effect to such sale or other
disposition no Default or Event of Default shall have occurred and be continuing
and (ii) each such sale or other disposition is in an arm's-length transaction
and the Borrower or the respective Subsidiary receives at least fair market
value therefor (as determined in good faith by the Borrower or such Subsidiary,
as the case may be).

          9.04. Indebtedness. The Borrower will not, and will not permit any of
                ------------
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

          (i)   Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

          (ii)  Permitted Indebtedness;

          (iii) Subsidiaries of the Borrower may incur Indebtedness in an
     aggregate outstanding principal amount not to exceed $45,000,000 at any
     time, provided that both before and immediately after giving effect to the
     incurrence of such Indebtedness no Default or Event of Default shall have
     occurred and be continuing;

          (iv)  Indebtedness outstanding on the Effective Date shall be
     permitted to the extent the same is listed on Schedule VI, together with
     any refinancings or renewals thereof, in each case so long as no additional
     obligors or guarantors, or security, is provided in connection with the
     respective such renewal or refinancing and so long as the principal amount
     is not increased as a result thereof;

          (v)   accrued expenses and current trade accounts payable incurred in
     the ordinary course of business;

                                       -36-

<PAGE>

          (vi)   Indebtedness under Interest Rate Protection Agreements entered
     into with respect to other Indebtedness permitted under this Section 9.04
     so long as the entering into of such Interest Rate Protection Agreements
     are bona fide hedging activities and are not for speculative purposes;

          (vii)  Indebtedness of the Borrower or any of its Subsidiaries
     evidenced by Capitalized Lease Obligations secured by Liens permitted under
     Section 9.01(v), and Indebtedness secured by Liens permitted under Section
     9.01(vi); provided that (x) in no event shall the Foreign Subsidiaries of
               --------
     the Borrower be permitted to have outstanding more than $15,000,000 of
     Capitalized Lease Obligations and other Indebtedness pursuant to this
     clause (vii) and (y) the aggregate principal amount of Capitalized Lease
     Obligations and other Indebtedness of the Borrower and all of its
     Subsidiaries permitted by this clause (vii) shall not exceed $35,000,000;

          (viii) Indebtedness of the Borrower and its Subsidiaries under Other
     Hedging Agreements providing protection to the Borrower or any of its
     Subsidiaries against fluctuations in currency values or commodity prices in
     connection with the Borrower's or any of its Subsidiaries' operations so
     long as the entering into of such Other Hedging Agreements are bona fide
                                                                    ---- ----
     hedging activities and not for speculative purposes;

          (ix)   Indebtedness arising from Investments permitted under Sections
     9.05(xv), (xvi), (xvii), (xix), (xx), (xxi) and (xxiii);

          (x)    Indebtedness in respect of bid, performance, advance payment or
     surety bonds entered into in the ordinary course of business consistent
     with past practices; and

          (xi)   Contingent Obligations of the Borrower or any of its
     Subsidiaries (a) as a guarantor of the lessee under any lease not
     prohibited hereunder pursuant to which the Borrower or any of its
     Subsidiaries is the lessee, (b) as a guarantor of Indebtedness of the
     Borrower or a Subsidiary, provided that such Indebtedness is otherwise
     permitted hereunder and (c) consisting of guarantees of lease payments
     owing by its customers in connection with vendor financing programs under
     which products of the Borrower and/or its Subsidiaries are sold to third
     party financing institutions which lease such products to such customers,
     provided that (1) the aggregate amount of such guarantees of the Foreign
     Subsidiaries of the Borrower outstanding at any time pursuant to this
     clause (c) shall not exceed $10,000,000 and (2) the aggregate amount of all
     such guarantees of the Borrower and all of its Subsidiaries outstanding at
     any time pursuant to this clause (c) shall not exceed $25,000,000.

          9.05. Advances, Investments and Loans. The Borrower will not, and
                -------------------------------
will not permit any of its Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, or purchase or own a futures contract or otherwise become liable for
the purchase or sale of currency or other commodities at a future date in the
nature of a futures contract (each an "Investment" and, collectively, the
"Investments") except:

                                       -37-

<PAGE>

          (i)    the Borrower and any of its Subsidiaries may acquire and hold
     cash and Cash Equivalents;

          (ii)   the Borrower and any of its Subsidiaries may acquire and hold
     receivables owing to such Person (including, without limitation, notes
     evidencing such receivables), if created or acquired in the ordinary course
     of business and payable or dischargeable in accordance with customary trade
     terms of the Borrower or such Subsidiary;

          (iii)  the Borrower and any of its Subsidiaries may acquire and own
     Investments (including debt obligations) received in connection with the
     bankruptcy or reorganization of suppliers and customers and in settlement
     of delinquent obligations of, and other disputes with, customers and
     suppliers arising in the ordinary course of business;

          (iv)   Interest Rate Protection Agreements entered into in compliance
     with Section 9.04(vi) shall be permitted;

          (v)    Investments in existence on the Effective Date and listed on
     Schedule VII, and other Investments received in exchange for or upon
     conversion of any such scheduled Investments, shall be permitted, but
     without giving effect to any other additions thereto or replacements
     thereof;

          (vi)   deposits made in the ordinary course of business consistent
     with past practices to secure the performance of leases shall be permitted;

          (vii)  intercompany loans and advances to the extent permitted under
     Sections 9.04(ix);

          (viii) loans and advances by the Borrower and any of its Subsidiaries
     to its employees in an aggregate outstanding principal amount not to exceed
     $5,000,000 shall be permitted;

          (ix)   Other Hedging Agreements entered into in compliance with
     Section 9.04(viii) shall be permitted;

          (x)    the Borrower and any of its Subsidiaries may capitalize or
     forgive any Indebtedness owed to such Person by a Foreign Subsidiary and
     outstanding under clause (v) of this Section 9.05;

          (xi)   so long as both before and immediately after giving effect
     thereto no Event of Default exists, the Borrower and its Subsidiaries may
     acquire assets and Persons (in whole or in part) operating within the
     businesses contemplated by Section 9.10;

          (xii)  the Borrower and any of its Subsidiaries may acquire and hold
     promissory notes issued by purchasers in connection with sales of other
     assets not otherwise prohibited by this Agreement;

                                      -38-

<PAGE>

          (xiii)  the Borrower and any of its Domestic Subsidiaries may make and
     hold Investments in their respective Foreign Subsidiaries to the extent
     such Investments arise from the sale of inventory in the ordinary course of
     business by such Person to such Foreign Subsidiaries for resale by such
     Foreign Subsidiaries (including any Investments resulting from the
     extension of the payment terms with respect to such sales);

          (xiv)   the Borrower and any of its Subsidiaries may hold additional
     Investments in their respective Subsidiaries to the extent such Investments
     reflect an increase in the value of such Subsidiaries;

          (xv)    any Foreign Subsidiary may make capital contributions to the
     capital of any of its Subsidiaries;

          (xvi)   the Foreign Subsidiaries of the Borrower may make intercompany
     loans and advances to one another;

          (xvii)  loans and advances made by Foreign Subsidiaries to the
     Borrower or any of its Domestic Subsidiaries so long as such loans and
     advances are expressly subordinated to the Obligations in a manner
     satisfactory to the Administrative Agent;

          (xviii) the Borrower may acquire and hold obligations of one or more
     officers or other employees of the Borrower or any of its Subsidiaries in
     connection with such officers' or employees' acquisition of shares of the
     Borrower's common stock so long as no cash is paid by the Borrower or any
     of its Subsidiaries in connection with the acquisition of any such
     obligations;

          (xix)   the Borrower may make equity contributions to the capital of
     any of its Domestic Subsidiaries, and any Domestic Subsidiary may make
     equity contributions to the capital of any of its Domestic Subsidiaries;

          (xx)    the Borrower and the Domestic Subsidiaries may make
     intercompany loans and advances to one another;

          (xxi)   the Borrower and its Domestic Subsidiaries may make
     Investments in Foreign Subsidiaries of the Borrower, provided that from and
     after the first date on which the aggregate amount of Investments made
     pursuant to this clause (xxi) exceeds $50,000,000, at the time of any
     additional Investment made pursuant to this clause (xxi), the Borrower or
     the Domestic Subsidiary making such Investment shall be required to pledge
     to the Administrative Agent (as security for the payment and performance of
     the Obligations hereunder and pursuant to a pledge agreement in form and
     substance satisfactory to the Administrative Agent) the equity interests of
     the respective Foreign Subsidiary in which such Investment is made that are
     owned by the Borrower or such Domestic Subsidiary, as the case may be,
     provided, however, that unless there is a change in the relevant sections
     of the Code or the regulations, rules, rulings, notices or other official
     pronouncements issued or promulgated thereunder providing that a pledge of
     the type described above would not cause any undistributed earning of the
     respective Foreign Subsidiary to be treated as a deemed dividend to such
     Foreign Subsidiary's United States parent for Federal income tax purposes,
     in no event shall the Borrower or its Domestic

                                       -39-

<PAGE>

     Subsidiary (as the case may be) be required, pursuant to this Agreement or
     any such pledge agreement, to pledge to the Administrative Agent more than
     65% of the total combined voting power of all classes of capital stock of
     the respective Foreign Subsidiary;

          (xxii)  the Borrower may repurchase outstanding shares of its
     outstanding capital stock;

          (xxiii) the Borrower or any of its Subsidiaries may make Investments
     in any Foreign Subsidiary, provided that (x) the aggregate outstanding
     amount of Investments made pursuant to this clause (xxiii) shall not exceed
     $75,000,000 and (y) within two Business Days following the making of any
     such Investment the Foreign Subsidiary in which such Investment was made
     shall have repaid to the Person that made such Investment the full amount
     thereof (whether by means of repayment, redemption, dividend or otherwise);
     and

          (xxiv)  in addition to investments permitted by clauses (i) through
     (xxiii) above, the Borrower and its Subsidiaries may make additional
     Investments to or in a Person in an aggregate amount for all Investments
     made pursuant to this clause (xxiv) not to exceed $5,000,000 at any time
     outstanding (determined without regard to any write-downs or write-offs
     thereof), net of cash repayments of principal in the case of loans and cash
     equity returns (whether as a dividend or redemption) in the case of equity
     investments.

          9.06. Transactions with Affiliates. The Borrower will not, and will
                ----------------------------
not permit any of its respective Subsidiaries to, enter into any transaction or
series of related transactions with any Affiliate of the Borrower or any of its
Subsidiaries, other than on terms and conditions substantially as favorable to
the Borrower or such Subsidiary as would reasonably be obtained by the Borrower
or such Subsidiary at that time in a comparable arm's-length transaction with a
Person other than an Affiliate, except:

          (i)     transactions between or among the Borrower and/or one or more
     Subsidiaries of the Borrower and not involving any non-Subsidiary Affiliate
     of the Borrower shall be permitted;

          (ii)    customary fees may be paid to non-officer directors of the
     Borrower and its Subsidiaries;

          (iii)   the Borrower and its Subsidiaries may enter into employment
     arrangements with respect to the procurement of services with their
     respective officers and employees in the ordinary course of business; and

          (iv)    the Borrower and its Domestic Subsidiaries may make payments
     under the Tax Allocation Agreement.

          9.07. Maximum Consolidated Debt/Total Capitalization Ratio. The
                ----------------------------------------------------
Borrower will not permit the Consolidated Debt/Total Capitalization Ratio at any
time to be greater than 0.50:1.00.

                                       -40-

<PAGE>

          9.08. Minimum Interest Coverage Ratio. The Borrower will not permit
                -------------------------------
the Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters (taken as one accounting period), starting with the period
ending December 31, 2001, to be less than 5.00:1.00.

          9.09. Material Subsidiaries. (a) The Borrower will not at any time
                ---------------------
allow the Net Book Value of the assets directly owned by the Borrower and its
Material Subsidiaries to constitute less than 85% of the aggregate Net Book
Value of the consolidated assets of the Borrower and all of its Subsidiaries.

(b)  The Borrower will not allow the Combined EBITDA of the Borrower and its
Material Subsidiaries for any period of four consecutive fiscal quarters (taken
as one accounting period) to constitute less than 85% of the Consolidated EBITDA
of the Borrower and all of its Subsidiaries for such period.

          9.10. Business. The Borrower will not, and will not permit any of its
                --------
Subsidiaries to, engage (directly or indirectly) in any business other than
substantially the same lines of business in which they are engaged on the
Effective Date and reasonable extensions thereof and other businesses that are
complimentary or reasonably related thereto.

          9.11. Limitation on Certain Restrictions on Subsidiaries. The Borrower
                --------------------------------------------------
will not, and will not permit any of its respective Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its
Subsidiaries, (y) make loans or advances to the Borrower or any of its
Subsidiaries or (z) transfer any of its properties or assets to the Borrower or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other
Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.04,
in each case so long as the encumbrances and restrictions contained therein are
not more restrictive than those contained in this Agreement, (iv) holders of
Permitted Liens may restrict the transfer of any assets subject thereto, (v)
customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of the Borrower or of any Subsidiary of the Borrower, and
(vi) customary provisions restricting assignment of any licensing agreement
entered into by the Borrower or any of its Subsidiaries in the ordinary course
of business.

          9.12. Limitation on Issuance of Capital Stock. (a) The Borrower will
                ---------------------------------------
not issue (i) any Preferred Stock other than Qualified Preferred Stock or (ii)
any redeemable common stock other than common stock that is redeemable at the
sole option of the Borrower.

          (b)    The Borrower shall not permit any of its Subsidiaries to issue
any capital stock (including by way of sales of treasury stock) or any options
or warrants to purchase, or securities convertible into, capital stock, except
(i) for transfers and replacements of then outstanding shares of capital stock,
(ii) for stock splits, stock dividends and additional issuances which do not
decrease the percentage ownership of the Borrower or any of its Subsidiaries in
any class of the capital stock of such Subsidiaries, (iii) to qualify directors
to the extent required by

                                      -41-

<PAGE>

applicable law, and (iv) for issuances by newly created or acquired Subsidiaries
in accordance with the terms of this Agreement.

          SECTION 10. Events of Default. Upon the occurrence of any of the
                      -----------------
following specified events (each an "Event of Default"):


          10.01. Payments. The Borrower shall (i) default in the payment when
                 --------
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any Unpaid Drawings or interest on any Loan or Note, or any Fees or any
other amounts owing hereunder or thereunder; or

          10.02. Representations, etc. Any representation, warranty or statement
                 --------------------
made by any Credit Party herein or in any other Credit Document or in any
certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made; or

          10.03. Covenants. The Borrower shall (i) default in the due
                 ---------
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(d)(i), 8.07, 8.09 or Section 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement and such default shall continue unremedied for a
period of 30 days after written notice to the Borrower by the Administrative
Agent or any Lender; or

          10.04. Default Under Other Agreements. (i) The Borrower or any of its
                 ------------------------------
Subsidiaries shall default in any payment of any Indebtedness (other than the
Obligations) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (ii) the Borrower or any
of its Subsidiaries shall default in the observance or performance of any
agreement or condition relating to any Indebtedness (other than the Obligations)
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is required),
any such Indebtedness to become due prior to its stated maturity; or (iii) any
Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than (x) by a regularly scheduled required prepayment or (y) as a
mandatory prepayment (unless such required prepayment or mandatory prepayment
results from a default thereunder or an event of the type that constitutes an
Event of Default), prior to the stated maturity thereof, provided that it shall
                                                         --------
not be a Default or Event of Default under this Section 10.04 unless the
aggregate principal amount of all Indebtedness as described in preceding clauses
(i) through (iii), inclusive, is at least $15,000,000; or

          10.05. Bankruptcy, etc. The Borrower or any of its Subsidiaries shall
                 ---------------
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy" as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries and the petition is not controverted within
30 days, or is not dismissed within 60 days, after commencement of the

                                      -42-

<PAGE>

case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or substantially all of the property of the Borrower or any
of its Subsidiaries, or the Borrower or any of its Subsidiaries commences any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its Subsidiaries, or there is commenced against the Borrower or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days, or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate action is taken by the Borrower or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or

          10.06. ERISA. (a) Any Plan and/or Multiemployer Plan shall fail to
                 -----
satisfy the minimum funding standard required for any plan year or part thereof
or a waiver of such standard or extension of any amortization period is sought
or granted under Section 412 of the Code, any Plan and/or Multiemployer Plan
shall have had or is likely to have a trustee appointed to administer such Plan
and/or Multiemployer Plan pursuant to Section 4042 of ERISA, any Plan and/or
Multiemployer Plan shall have been or is reasonably expected to be terminated or
to be the subject of termination proceedings under Section 4042 of ERISA, any
Plan and/or Multiemployer Plan shall have an Unfunded Current Liability, a
contribution required to be made to a Plan, Multiemployer Plan and/or Foreign
Pension Plan has not been timely made, the Borrower or any of its respective
Subsidiaries or any ERISA Affiliate have incurred or is reasonably expected to
incur a liability to or on account of a Plan and/or Multiemployer Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code, or the Borrower or
any of its respective Subsidiaries have incurred or are reasonably expected to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) which provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or
employee pension benefit plans (as defined in Section 3(2) of ERISA) or Foreign
Pension Plans; (b) there shall result from any such event or events the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; (c) and in each case in clauses (a) and
(b) above, such lien, security interest or liability, individually, or in the
aggregate, has had or could reasonably be expected to have a Material Adverse
Effect; or

          10.07. Subsidiaries Guaranty. The Subsidiaries Guaranty or any
                 ---------------------
provision thereof shall cease to be in full force or effect as to any Subsidiary
Guarantor, or any Subsidiary Guarantor or Person acting by or on behalf of such
Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's
obligations under the Subsidiaries Guaranty, or any Subsidiary Guarantor shall
default in the due performance or observance of any term, covenant or agreement
on its part to be performed or observed pursuant to the Subsidiaries Guaranty;
or

          10.08. Judgments. One or more judgments or decrees shall be entered
                 ---------
against the Borrower or any of its respective Subsidiaries involving in the
aggregate for the Borrower and its respective Subsidiaries a liability (not paid
or fully covered by a reputable and solvent insurance company) and such
judgments and decrees either shall be final and non-appealable or shall not

                                      -43-

<PAGE>

be vacated, discharged or stayed or bonded pending appeal for any period of 60
consecutive days, and the aggregate amount of all such judgments exceeds
$15,000,000; or

          10.09. Change of Control. A Change of Control shall occur;
                 -----------------

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of any Agent, any
Lender or the holder of any Note to enforce its claims against any Credit Party
(provided that, if an Event of Default specified in Section 10.05 shall occur
 --------
with respect to the Borrower, the result of which would occur upon the giving of
such written notice by the Administrative Agent to the Borrower as specified in
clauses (i) and (ii) below shall occur automatically without the giving of any
such notice): (i) declare the Total Commitment terminated, whereupon the
Commitment of each Lender shall forthwith terminate immediately and any
Commitment Commission and other Fees shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any
accrued interest in respect of all Loans and the Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protect or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit which may be terminated in accordance with its terms; (iv) direct the
Borrower to pay (and the Borrower agrees that upon receipt of such notice, or
upon the occurrence of an Event of Default specified in Section 10.05 with
respect to the Borrower, it will pay) to the Administrative Agent at the Payment
Office such additional amount of cash, to be held as security by the
Administrative Agent, as is equal to the aggregate Stated Amount of all Letters
of Credit issued for the account of the Borrower then outstanding; and (v) apply
any cash collateral held for the benefit of the Lenders pursuant to Section 4.02
to repay outstanding Obligations.

          SECTION 11. Definitions and Accounting Terms.
                      --------------------------------

          11.01. Defined Terms. As used in this Agreement, the following terms
                 -------------
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "Administrative Agent" shall mean BTCo, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

          "AEA" shall mean AEA Investors Inc.

          "Affiliate" shall mean, with respect to any Person, any other Person
(including, for purposes of Section 9.06 only, all directors, officers and
partners of such Person) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; provided, however,
                                                           --------  -------
that for purposes of Section 9.06, an Affiliate of the Borrower shall include
any Person that directly or indirectly owns more than 10% of any class of the
capital stock of the Borrower and any officer or director of the Borrower or any
such Person. A Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the

                                      -44-

<PAGE>

power to direct or cause the direction of the management and policies of such
other Person, whether through the ownership of voting securities, by contract or
otherwise.

          "Agents" shall mean and include (i) the Administrative Agent (ii) for
the purposes of Section 12 only, each Co-Syndication Agent, each Co-Arranger and
the Senior Managing Agent and (iii) for purposes of Sections 12, 13.01, 13.12
and 13.15 only, the Lead Arranger.

          "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.

          "Alternate Currency" shall mean, with respect to any Letter of Credit,
Euros, British Pounds Sterling and Japanese Yen, and any other currency other
than Dollars which is approved by the Issuing Lender with respect to such Letter
of Credit and the Administrative Agent prior to the issuance of such Letter of
Credit.

          "Applicable Commitment Commission Percentage" and "Applicable Margin"
for any day during the respective Applicable Period shall mean (i) at all times
when there is not a Debt Rating from both Moody's and S&P (x) with respect to
Commitment Commission, the respective percentage per annum set forth below under
the column "Applicable Commitment Commission Percentage" and (y) with respect to
Loans, the respective percentage per annum set forth below under the appropriate
column below in this clause (i) in accordance with the Total Utilization under
the Credit Agreement on such day and, in the case of preceding clauses (x) and
(y), opposite the respective Level (i.e., Level 1, Level 2, Level 3 or Level 4,
as the case may be) indicated to have been achieved on the applicable Test Date
(as shown in the respective officer's certificate delivered pursuant to Section
8.01(c) or the first proviso below):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                       Revolving                         Revolving
                                                        Loans                              Loans
                                                      maintained                       maintained as
                                  Revolving Loans         as                             Base Rate
                                   maintained as      Eurodollar     Revolving Loans     Loans and
                                     Eurodollar     Loans (at all      maintained as     Swingline
                                   Loans (at all      times when     Base Rate Loans   Loans (at all
                                   times when the     the Total       and Swingline    times when the
                                       Total         Utilization      Loans (at all        Total
                                    Utilization       under the      times when the     Utilization
                                     under the          Credit      Total Utilization    under the
                                       Credit         Agreement     under the Credit       Credit
                Consolidated        Agreement is      is 50% or       Agreement is      Agreement is    Applicable
                 Debt/Total        less than 50%     more of the      less than 50%     50% or more     Commitment
               Capitalization       of the Total        Total         of the Total      of the Total    Commission
    Level           Ratio           Commitment)      Commitment       Commitment)       Commitment)     Percentage
    -----           -----           -----------      ----------       -----------       -----------     ----------
----------------------------------------------------------------------------------------------------------------------
<S>           <C>                   <C>              <C>            <C>                <C>              <C>
4             Greater than or       1.25%            1.50%          0.25%              0.50%            0.250%
              equal to 0.45:1.00

----------------------------------------------------------------------------------------------------------------------
3             Less than             1.00%            1.25%          0.00%              0.25%            0.175%
              0.45:1.00 but
              greater than or
              equal to 0.40:1.00

----------------------------------------------------------------------------------------------------------------------
2             Less than             0.80%            1.00%          0.00%              0.00%            0.150%
              0.40:1.00 but
              greater than or
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -45-

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                  Revolving
                                                    Loans                        Revolving
                                                  maintained                       Loans
                                                      as      Revolving Loans  maintained as
                                Revolving Loans   Eurodollar   maintained as     Base Rate
                                 maintained as    Loans (at   Base Rate Loans    Loans and
                                   Eurodollar     all times    and Swingline     Swingline
                                 Loans (at all     when the    Loans (at all   Loans (at all
                                 times when the     Total      times when the    times when
                                     Total       Utilization       Total         the Total
                                  Utilization     under the     Utilization     Utilization
                                   under the        Credit       under the       under the
                                     Credit       Agreement        Credit          Credit
                Consolidated      Agreement is    is 50% or     Agreement is    Agreement is     Applicable
                 Debt/Total      less than 50%   more of the   less than 50%    50% or more      Commitment
               Capitalization     of the Total      Total       of the Total    of the Total     Commission
    Level           Ratio         Commitment)     Commitment    Commitment)     Commitment)      Percentage
    -----           -----         -----------     ----------    -----------     -----------      ----------
----------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>              <C>          <C>              <C>              <C>
             equal to 0.30:1.00

----------------------------------------------------------------------------------------------------------------
1             Less than              0.60%           0.75%         0.00%            0.00%          0.125%
              0.30:1.00

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


; provided, however, that if the Borrower fails to deliver the financial
  --------  -------
statements required to be delivered pursuant to Section 8.01(a) or (b)
(accompanied by the officer's certificate required to be delivered pursuant to
Section 8.01(d) showing the applicable Consolidated Debt/Total Capitalization
Ratio on the relevant Test Date) on or prior to the respective date required by
such Sections, then Level 4 pricing shall apply until such time, if any, as the
financial statements required as set forth above and the accompanying officer's
certificate have been delivered showing the pricing for the respective
Applicable Period is at a level which is less than Level 4 (it being understood
that, in the case of any late delivery of the financial statements and officer's
certificate as so required, any reduction in the Applicable Commitment
Commission Percentage or the Applicable Margin shall apply only from and after
the date of the delivery of the complying financial statements and officer's
certificate); and

               (ii)     at all times when there is a Debt Rating from both
Moody's and S&P (x) with respect to Commitment Commission, the respective
percentage per annum set forth below under the column "Applicable Commitment
Commission Percentage" and (y) with respect to Loans, the respective percentage
per annum set forth below under the appropriate column below in accordance with
the Total Utilization under the Credit Agreement on such day and in the case of
preceding clauses (x) and (y), opposite the respective Level (i.e., Level 1,
                                                              ---
Level 2, Level 3, Level 4 or Level 5, as the case may be) that is currently then
in effect based on the Debt Rating:

                                      -46-

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                  Revolving
                                                    Loans                         Revolving
                                                  maintained                       Loans
                                                      as      Revolving Loans  maintained as
                                Revolving Loans  Eurodollar   maintained as     Base Rate
                                 maintained as    Loans (at   Base Rate Loans    Loans and
                                   Eurodollar     all times    and Swingline     Swingline
                                 Loans (at all     when the    Loans (at all   Loans (at all
                                 times when the     Total      times when the    times when
                                     Total       Utilization       Total         the Total
                                  Utilization     under the     Utilization     Utilization
                                   under the        Credit       under the       under the
                                     Credit       Agreement        Credit          Credit
                                  Agreement is    is 50% or     Agreement is    Agreement is     Applicable
                                 less than 50%   more of the   less than 50%    50% or more      Commitment
                                  of the Total      Total       of the Total    of the Total     Commission
    Level        Debt Rating       Commitment     Commitment     Commitment      Commitment      Percentage
    -----        -----------       ----------     ----------     ----------      ----------      ----------
----------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>              <C>          <C>              <C>               <C>
5             Ba1 or BB+ or     1.25%            1.50%        0.25%            0.50%             0.250%
              lower

----------------------------------------------------------------------------------------------------------------
4             Baa3 or BBB-      1.00%            1.25%        0.00%            0.25%             0.175%

----------------------------------------------------------------------------------------------------------------
3             Baa2 or BBB       0.80%            1.00%        0.00%            0.00%             0.150%

----------------------------------------------------------------------------------------------------------------
2             Baa1 or BBB+      0.60%            0.75%        0.00%            0.00%             0.125%

----------------------------------------------------------------------------------------------------------------
1             A3 or A- or       0.45%            0.60%        0.00%            0.00%             0.10%
              higher

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


; provided that (a) in making the foregoing determinations, in the case of a
  --------
split Debt Rating the higher Debt Rating shall apply and (b) any change in the
Applicable Margin or the Applicable Commitment Commission pursuant to this
clause (ii) due to a change in the Debt Rating shall be effective on the
effective date of such change in the applicable Debt Rating.

               "Applicable Period" shall mean, with respect to determinations
made pursuant to clause (i) of the definition of Applicable Commitment
Commission and Applicable Margin appearing in this Section 11.01, each period
which shall commence on a date on which financial statements are delivered
pursuant to Section 8.01(a) or (b), as the case may be, and which shall end on
the date of actual delivery of the next financial statements pursuant to Section
8.01(a) or (b), as the case may be; provided that in the event that the Borrower
                                    --------
does not deliver such next financial statements pursuant to Section 8.01(a) or
(b), as the case may be, the Applicable Commitment Commission and Applicable
Margin for the respective Applicable Period shall be subject to the first
proviso contained in clause (i) of such definition.

               "Assignment and Assumption Agreement" shall mean the
Assignment and Assumption Agreement substantially in the form of Exhibit H
(appropriately completed).

               "Authorized Representative" shall mean, with respect to (i)
delivering Notices of Borrowing, Notices of Conversion/Continuation, Letter of
Credit Requests and similar notices, any person or persons that has or have been
authorized by the board of the Borrower to deliver such notices pursuant to this
Agreement and that has or have appropriate signature cards on file with the
Administrative Agent, the Swingline Lender and each Issuing Lender; (ii)
delivering

                                       -47-

<PAGE>

financial information and officer's certificates pursuant to this Agreement, any
financial officer of the respective Credit Party and (iii) any other matter in
connection with this Agreement or any other Credit Document, any officer (or a
person or persons so designated by any two officers) of the respective Credit
Party.

               "Bain Capital" shall mean Bain Capital, Inc.

               "Bankruptcy Code" shall have the meaning provided in Section
10.05.

               "Base Rate" shall mean the higher of (x) the Prime Lending Rate
and (y) 1/2 of 1% in excess of the overnight Federal Funds Rate.

               "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each
Revolving Loan designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.

               "Borrower" shall have the meaning provided in the first paragraph
of this Agreement.

               "Borrowing" shall mean the incurrence of (i) Swingline Loans by
the Borrower from the Swingline Lender on a given date or (ii) one Type of
Revolving Loan by the Borrower from all of the Lenders on a pro rata basis on a
                                                            --- ----
given date (or resulting from conversions on a given date), having in the case
of Eurodollar Loans the same Interest Period; provided that Base Rate Loans
                                              --------
incurred pursuant to Section 1.10(b) shall be considered part of any related
Borrowing of Eurodollar Loans.

               "BTCo" shall mean Bankers Trust Company, in its individual
capacity.

               "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

               "Capitalized Lease Obligations" of any Person shall mean all
rental obligations which, under generally accepted accounting principles, are or
will be required to be capitalized on the books of such Person, in each case
taken at the amount thereof accounted for as indebtedness in accordance with
such principles.

               "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
                                   --------
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital, surplus and undivided profits

                                      -48-

<PAGE>

aggregating in excess of $200,000,000, with maturities of not more than one year
from the date of acquisition by such Person, (iii) repurchase obligations with a
term of not more than 90 days for underlying securities of the types described
in clause (i) above entered into with any bank meeting the qualifications
specified in clause (ii) above, (iv) commercial paper issued by any Person
incorporated in the United States rated at least A-1 or the equivalent thereof
by S&P or at least P-1 or the equivalent thereof by Moody's and in each case
maturing not more than one year after the date of acquisition by such Person,
(v) investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (i) through (iv)
above.

               "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. (S)9601 et seq.
                        -- ---

               "Change of Control" shall mean either of the following: (i) any
Person or "group" (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934, as in effect on the date hereof), other than AEA, Bain Capital
and/or their respective Related Parties and management of the Borrower, shall
(A) have acquired beneficial ownership of 30% or more on a fully diluted basis
of the economic and voting interest in the Borrower's capital stock or (B) have
obtained the power (whether or not exercised) to elect a majority of the
Borrower's directors or (ii) the first date on which Continuing Directors shall
cease to constitute a majority of the board of directors of the Borrower.

               "Co-Arrangers" shall mean each of ABN AMRO Bank N.V., The Bank of
New York, Fleet National Bank, JPMorgan Chase Bank, and Citizens Bank of
Massachusetts, in each case in its individual capacity.

               "Co-Syndication Agents" shall mean each of ABN AMRO Bank N.V.,
The Bank of New York, Fleet National Bank, and JPMorgan Chase Bank, in each case
in its individual capacity.

               "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and the rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the
date of this Agreement, and to any subsequent provision of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

               "Combined EBITDA" shall mean, with respect to the Borrower and
its Material Subsidiaries for any period, the Consolidated EBITDA of the
Borrower and such Material Subsidiaries for such period determined on a combined
basis rather than on a consolidated basis.

               "Commitment" shall mean, for each Lender, the amount set forth
opposite such Lender's name in Schedule I hereto directly below the column
entitled "Commitment," as same may be (x) reduced from time to time pursuant to
Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Lender pursuant to Section 1.13 or 13.04(b).

               "Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                                      -49-

<PAGE>

               "Consolidated Debt" shall mean, at any time, all Indebtedness of
the Borrower and its Subsidiaries determined on a consolidated basis, but
excluding any Indebtedness incurred by any Foreign Subsidiaries for their
working capital purposes to the extent that such Indebtedness is supported by a
Letter of Credit.

               "Consolidated Debt/Total Capitalization Ratio" shall mean, at any
time, the ratio of Consolidated Debt at such time to Total Capitalization at
such time.

               "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income for such period, before (i) total interest expense of the Borrower and
its Subsidiaries for such period determined on a consolidated basis and (ii)
provision for taxes based on income that were included and arriving at
Consolidated Net Income for such period and without giving effect to (x) any
extraordinary gains or losses and (y) any gains or losses from sales of assets
other than inventory sold in the ordinary course of business.

               "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT, adjusted by adding thereto the amount of all amortization of intangibles
and depreciation, in each case that were deducted in arriving at Consolidated
EBIT for such period.

               "Consolidated Interest Coverage Ratio" shall mean, for any
period, the ratio of Consolidated EBITDA for such period to Consolidated
Interest Expense for such period.

               "Consolidated Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period; provided that the amortization of deferred financing and
                        --------
legal and accounting costs, administrative agent fees (in each case) with
respect to this Agreement shall be excluded from Consolidated Interest Expense
to the extent same would otherwise have been included therein.

               "Consolidated Net Income" shall mean, for any period, the net
after tax income of the Borrower and its Subsidiaries determined on a
consolidated basis (after any deduction for minority interests); provided that
                                                                 --------
in determining Consolidated Net Income (i) the net income of any Person that is
not a Subsidiary of the Borrower or that is accounted for by the equity method
of accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the Borrower or a Subsidiary thereof, (ii) the net
income of any Subsidiary of the Borrower shall be excluded to the extent that
the declaration or payment of dividends and distributions by that Subsidiary of
net income is not at the date of determination permitted by operation of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Subsidiary or its stockholders and
(iii) the net income of any Person acquired by the Borrower or any of its
Subsidiaries in a pooling of interests transaction for any period prior to the
date of such acquisition shall be excluded.

               "Consolidated Net Worth" shall mean, at any time, the
consolidated stockholders' equity of the Borrower at such time plus, to the
extent not otherwise included, any preferred stock of the Borrower, with the
foregoing determination to be made in accordance with generally accepted
accounting principles.

                                      -50-

<PAGE>

                  "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
--------  -------
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made (or, if less, the maximum
amount of such primary obligation for which such Person may be liable pursuant
to the terms of the instrument evidencing such Contingent Obligation) or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

                  "Continuing Directors" shall mean the directors of the
Borrower on the Effective Date and each other director if such director's
nomination for election to the board of directors of the Borrower is recommended
by a majority of the then Continuing Directors.

                  "Credit Documents" shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each
Note and the Subsidiaries Guaranty and, after the execution and delivery
thereof, each additional guaranty executed pursuant to Section 8.09.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Subsidiary
Guarantor.

                  "Debt Rating" shall mean, on any date, each of the ratings
most recently publicly announced by Moody's and S&P for the Borrower's senior
unsecured long-term Indebtedness.

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

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                  "Domestic Subsidiary" shall mean (i) each Subsidiary of the
Borrower that is incorporated under the laws of the United States, any State or
territory thereof or the District of

                                       -51-

<PAGE>

Columbia; and (ii) each Subsidiary of the Borrower (other than Micromass
Holdings Ltd.) that is incorporated or organized outside the United States, any
State or territory thereof or the District of Columbia but which is treated as a
partnership wholly-owned by the Borrower or a Domestic Subsidiary thereof or
disregarded entity pursuant to the provisions of Treasury Regulations Section
301.7701-3, provided that no such Subsidiary of the Borrower which is a
Subsidiary of a Foreign Subsidiary that is not treated as provided above in this
clause (ii) shall constitute a "Domestic Subsidiary" pursuant to this clause
(ii).

                  "Drawing" shall have the meaning provided in Section 2.05(b).

                  "Effective Date" shall have the meaning provided in Section
13.10.

                  "Eligible Transferee" shall mean and include a commercial
bank, a financial institution, any fund that regularly invests in bank loans or
other "accredited investor" (as defined in Regulation D of the Securities Act)
but in any event excluding the Borrower and its Subsidiaries.

                  "Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

                  "Environmental Law" means any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, to the extent binding on the Borrower or any
of its respective Subsidiaries, relating to the environment, employee health and
safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the
Federal Water Pollution Control Act, 33 U.S.C. (S) 1251 et seq.; the Toxic
                                                        -- ---
Substances Control Act, 15 U.S.C. (S) 2601 et seq.; the Clean Air Act, 42
                                           -- ---
U.S.C. (S) 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. (S) 3803
                -- ---
et seq.; the Oil Pollution Act of 1990, 33 U.S.C. (S) 2701 et seq.; the
-- ---                                                     -- ---
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. (S)

11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. (S) 1801
      -- ---
et seq.; the Occupational Safety and Health Act, 29 U.S.C. (S) 651 et seq. (to
-- ---                                                             -- ---
the extent it regulates occupational exposure to Hazardous Materials); and any
state and local or foreign counterparts or equivalents, in each case as amended
from time to time.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the date of this Agreement and any

                                       -52-

<PAGE>

subsequent provisions of ERISA, amendatory thereof, supplemental thereto or
substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Borrower or any Subsidiary of the
Borrower would be deemed to be a "single employer" (i) within the meaning of
Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower
or any Subsidiary of the Borrower being or having been a general partner of such
person.

                  "Eurodollar Loan" shall mean each Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest
1/100 of 1%) of the offered quotation to first-class banks in the New York
interbank Eurodollar market by BTCo for U.S. dollar deposits of amounts in same
day funds comparable to the outstanding principal amount of the Eurodollar Loan
of BTCo for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined as of 10:00 A.M. (New York time) on the Interest Determination Date
for such Interest Period divided (and rounded upward to the next whole multiple
of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then stated maximum
rate of all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to any member
bank of the Federal Reserve System in respect of Eurocurrency liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Existing Credit Agreement" shall mean the Credit Agreement,
dated as of November 22, 1995, as amended and restated as of June 16, 1997,
among the Borrower, Waters Technologies Corporation, various lending
institutions, and BTCo, as Agent.

                  "Existing Letters of Credit" shall have the meaning provided
in Section 2.01(a).

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
to in Section 3.01.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United

                                      -53-

<PAGE>

States by the Borrower or any one or more of its Subsidiaries primarily for the
benefit of employees of the Borrower or such Subsidiary residing outside the
United States, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.

                  "Foreign Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person which is not a Domestic Subsidiary.

                  "Foreign Subsidiary Working Capital Indebtedness" shall mean
Indebtedness of Foreign Subsidiaries of the Borrower under lines of credit
extended by third Persons to such Foreign Subsidiaries the proceeds of which
Indebtedness are used for such Foreign Subsidiaries' working capital purposes.

                  "Hazardous Materials" means (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing any level of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority under Environmental Laws.

                  "Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for the deferred purchase price of
property or services, (ii) the maximum amount available to be drawn under all
letters of credit issued for the account of such Person and all unpaid drawings
in respect of such letters of credit, (iii) all Indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person (to the extent of the value of the
respective property), (iv) the aggregate amount required to be capitalized under
leases under which such Person is the lessee, (v) all obligations of such person
to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person and (vii) all obligations under any
Interest Rate Protection Agreement, Other Hedging Agreement or under any similar
type of agreement.

                  "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Interest Period" shall have the meaning provided in Section
1.09.

                                      -54-

<PAGE>

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest collar agreement,
interest rate hedging agreement, interest rate floor agreement or other similar
agreement or arrangement.

                  "Investments" shall have the meaning provided in Section 9.05.

                  "Issuing Lender" shall mean BTCo (which for purposes of this
definition also shall include any banking affiliate of BTCo) and any other
Lender which at the request of the Borrower and with the consent of the
Administrative Agent (which shall not be unreasonably withheld or delayed)
agrees, in such Lender's sole discretion, to become an Issuing Lender for the
purpose of issuing Letters of Credit pursuant to Section 2. On the Effective
Date the sole Issuing Lender is BTCo.

                  "Judgment Currency" shall have the meaning provided in Section
13.17.

                  "Judgment Currency Conversion Date" shall have the meaning
provided in Section 13.17.

                  "L/C Supportable Obligations" shall mean obligations of the
Borrower or its Subsidiaries incurred in the ordinary course of business with
respect to insurance obligations and workers' compensation, surety bonds and
other similar statutory obligations, and all other obligations not otherwise
prohibited by the terms of this Agreement.

                  "Leaseholds" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lender" shall mean each financial institution listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant to
Section 1.13 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that it does not intend to
comply with its obligations under Section 1.01 or Section 2, in the case of
either clause (i) or (ii) above as a result of the appointment of a receiver or
conservator with respect to such Lender at the direction or request of any
regulatory agency or authority.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings.

                  "Letter of Credit Request" shall mean any request for the
issuance of a Letter of Credit made by the Borrower pursuant to Section 2.03(a).

                                       -55-

<PAGE>

           "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

           "Loan" shall mean each Revolving Loan and each Swingline Loan.

           "Mandatory Borrowing" shall have the meaning provided in Section
1.01(c).

           "Margin Stock" shall have the meaning provided in Regulation U.

           "Material Adverse Effect" shall mean (i) a material adverse effect on
the business, property, assets, operations, liabilities, financial condition or
prospects of the Borrower and its Subsidiaries taken as a whole or (ii) a
material adverse effect (x) on the rights or remedies of the Lenders or any
Agent hereunder or under any other Credit Document or (y) on the ability of the
Credit Parties taken as a whole to perform their obligations to the Lenders or
any Agent hereunder or under any other Credit Document.

           "Material Subsidiary" shall mean each Subsidiary Guarantor and each
other Subsidiary of the Borrower listed on Schedule VIII as same may be updated
from time to time with the consent of the Administrative Agent and the Borrower.

           "Maturity Date" shall mean February 12, 2007.

           "Maximum Swingline Amount" shall mean $15,000,000.

           "Minimum Borrowing Amount" shall mean (i) for Revolving Loans
$1,000,000 and (ii) for Swingline Loans, $250,000.

           "Moody's" shall mean Moody's Investors Service, Inc.

           "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to
which there is an obligation to contribute of) the Borrower or a Subsidiary of
the Borrower or an ERISA Affiliate and each such plan for the five year period
immediately following the latest date on which the Borrower, any Subsidiaries of
the Borrower or any ERISA Affiliates maintained, contributed to or had an
obligation to contribute to such plan.

           "NAIC" shall mean the National Association of Insurance
Commissioners.

           "Net Book Value" of any assets of the Borrower or any of its
Subsidiaries shall mean the net book value of such assets after giving effect to
intercompany eliminations in connection with intercompany loans, investments,
accounts payable and other similar intercompany events among the Borrower and
its Subsidiaries.

                                      -56-

<PAGE>

           "Non-Defaulting Lender" shall mean and include each Lender other than
a Defaulting Lender.

           "Note" shall mean each Revolving Note and the Swingline Note.

           "Notice of Borrowing" shall have the meaning provided in Section
1.03.

           "Notice of Conversion/Continuation" shall have the meaning provided
in Section 1.06.

           "Notice Office" shall mean the office of the Administrative Agent
located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302,
Attention: Robert Telesca, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

           "Obligations" shall mean all amounts owing to any Agent, any Issuing
Lender or any Lender pursuant to the terms of this Agreement or any other Credit
Document.

           "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed to
protect against the fluctuations in currency or commodity values.

           "Participant" shall have the meaning provided in Section 2.04(a).

           "Payment Office" shall mean the office of the Administrative Agent
located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302, or such
other office as the Administrative Agent may hereafter designate in writing as
such to the other parties hereto.

           "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

           "Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Commitment of such
Lender at such time and the denominator of which is the Total Commitment at such
time, provided that if the Percentage of any Lender is to be determined after
      --------
the Total Commitment has been terminated, then the Percentages of the Lenders
shall be determined immediately prior (and without giving effect) to such
termination.

           "Permitted Indebtedness" shall mean any unsecured Indebtedness for
borrowed money incurred by the Borrower (which may, but shall not be required to
be, guaranteed on an unsecured basis by one or more Subsidiary Guarantors), so
long as (i) both before and immediately after giving effect to the incurrence of
such Indebtedness no Default or Event of Default shall have occurred and be
continuing, (ii) based on calculations made by the Borrower, the Borrower shall
be in compliance with the financial covenant contained in Section 9.07, both
immediately before and after giving effect to each incurrence of such
Indebtedness, (iii) within five Business Days prior to the incurrence of any
such Indebtedness, the Borrower shall furnish to the Administrative Agent for
distribution to each of the Lenders (x) all documentation evidencing or relating
to such Indebtedness and (y) an officer's certificate from the chief

                                      -57-

<PAGE>

financial officer or treasurer of the Borrower certifying to the best of such
officer's knowledge as to compliance with the requirements of the preceding
clauses (i) and (ii) and containing the pro forma calculations required by the
                                        --- -----
preceding clauses (i) and (ii), (iv) the terms and conditions (including without
limitation maturity, mandatory repayments, representations and warranties,
covenants and defaults), in the reasonable opinion of the Administrative Agent,
are no more restrictive or onerous on the Borrower or any of its Subsidiaries
than those set forth in this Agreement and (v) such Indebtedness (and any
guarantees thereof) shall rank pari passu or junior to the Obligations hereunder
and the Guaranteed Obligations under (and as defined in) the Subsidiaries
Guaranty, as the case may be.

           "Permitted Liens" shall have the meaning provided in Section 9.01.

           "Person" shall mean any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

           "Plan" shall mean any single-employer plan, as defined in Section
4001 of ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of), the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate and each such plan for the five year period immediately
following the latest date on which the Borrower, a Subsidiary of the Borrower or
an ERISA Affiliate maintained, contributed or had an obligation to contribute to
such plan.

           "Preferred Stock," as applied to the capital stock of any Person,
means capital stock of such Person of any class or classes (however designed)
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of capital stock of any other class of such Person,
and shall include any Qualified Preferred Stock.

           "Prime Lending Rate" shall mean the rate which BTCo announces from
time to time as its prime lending rate, the Prime Lending Rate to change when
and as such prime lending rate changes. The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. BTCo may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

           "Qualified Preferred Stock" means any Preferred Stock of the
Borrower, the express terms of which shall provide that dividends thereon shall
not be required to be paid in cash at any time that such cash payment would be
prohibited by the terms of this Agreement or result in a Default or Event of
Default hereunder, and in either case which, by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable), or
upon the happening of any event (including an event which would constitute a
Change of Control), cannot mature and is not mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise, and is not redeemable, or required to be
repurchased, at the sole option of the holder thereof (including, without
limitation, upon the occurrence of an event which would constitute a Change of
Control), in whole or in part, on or prior to the first anniversary of the
Maturity Date.

                                      -58-

<PAGE>

           "Quarterly Payment Date" shall mean the last Business Day of each
February, May, August and November, occurring after the Effective Date.

           "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. (S). 6901 et seq.
                                                           -- ---

           "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

           "Register" shall have the meaning provided in Section 13.16.

           "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

           "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

           "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

           "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

           "Related Party" shall mean (i) in the case of AEA, the executive
employees, stockholders, directors and officers of AEA on the Effective Date and
(a) trusts for the benefit of such Persons or the spouses, issue, parents or
other relatives of such Persons, (b) entities controlling or controlled by such
Persons and (c) in the event of the death of any such individual Person, heirs
or testamentary legatees of such Person and (ii) in the case of Bain Capital,
(a) any stockholder or partner of Bain Capital on the Effective Date or (b) any
Affiliate of Bain Capital, provided that for purposes of the definition of
"Change of Control", the term Related Party shall not include (x) any portfolio
company of either Bain Capital or any Affiliate of Bain Capital or (y) any
officer or director of the Borrower or any of its Subsidiaries that is not also
a partner or stockholder of Bain Capital on the Effective Date.

           "Replaced Lender" shall have the meaning provided in Section 1.13.

           "Replacement Lender" shall have the meaning provided in Section 1.13.

           "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived under subsection .22, .23, .25, .27, or .28 of PBGC
Regulation Section 4043.

           "Required Lenders" shall mean Non-Defaulting Lenders, the sum of
whose outstanding Commitments (or after the termination thereof, outstanding
Revolving Loans and Percentage of Swingline Loans and Letter of Credit
Outstandings) represent greater than 50% of

                                       -59-

<PAGE>

the Total Commitment less the Revolving Loan Commitments of all Defaulting
Lenders (or after the termination thereof, the sum of the then total outstanding
Revolving Loans of Non-Defaulting Lenders and the aggregate Percentages of all
Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of
Credit Outstandings at such time).

           "Returns" shall have the meaning provided in Section 7.09.

           "Revolving Loan" shall have the meaning provided in Section 1.01(a).

           "Revolving Note" shall have the meaning provided in Section 1.05(a).

           "S&P" shall mean Standard & Poor's Rating Services.

           "SEC" shall have the meaning provided in Section 8.01(e).

           "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

           "Securities Act" shall mean the Securities Act of 1933, as amended.

           "Senior Managing Agent" shall mean Barclays Bank PLC, in its
individual capacity.

           "Spot Exchange Rate" shall have the meaning provided in Section
13.07(c).

           "Start Date" shall mean the first day of any Applicable Period.

           "Stated Amount" of each Letter of Credit shall, at any time, mean the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met).

           "Subsidiaries Guaranty" shall have the meaning provided in Section
5.06.

           "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

           "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary of the Borrower.

           "Swingline Expiry Date" shall mean the date which is five Business
Days prior to the Maturity Date.

           "Swingline Lender" shall mean BTCo.

                                      -60-

<PAGE>

                  "Swingline Loan" shall have the meaning provided in Section
1.01(b).

                  "Swingline Note" shall have the meaning provided in Section
1.05(a).

                  "Tax Allocation Agreement" shall mean the Tax Sharing
Agreement, dated as of August 18, 1994, among the Borrower and its Domestic
Subsidiaries, as modified, amended or supplemented through the Effective Date.

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Test Date" shall mean, with respect to any Applicable Period,
the last day of the most recent fiscal quarter or fiscal year, as the case may
be, ended immediately prior to the Start Date with respect to such Applicable
Period.

                  "Total Capitalization" of the Borrower at any time shall mean
the sum of (x) Consolidated Debt of the Borrower at such time and (y) the
Consolidated Net Worth of the Borrower at such time.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders.

                  "Total Unutilized Commitment" shall mean, at any time, an
amount equal to the remainder of (i) the Total Commitment then in effect, less
(ii) the sum of the aggregate principal amount of Revolving Loans and Swingline
Loans outstanding plus the then aggregate amount of Letter of Credit
Outstandings.

                  "Total Utilization" shall mean, at any time, the sum of (i)
the aggregate principal amount of all Revolving Loans and Swingline Loans
outstanding at such time and (ii) the total amount of Letter of Credit
Outstandings at such time.

                  "Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
                                        ----
Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.

                  "Unfunded Current Liability" of any Plan means the amount, if
any, by which the actuarial present value of the accumulated benefits under the
Plan as of the close of its most recent plan year each exceeds the fair market
value of the assets allocable thereto, each determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan.

                  "United States" and "U.S." shall each mean the United States
of America.

                  "Unpaid Drawing" shall have the meaning provided for in
Section 2.05(a).

                  "Unutilized Commitment" with respect to any Lender, at any
time, shall mean such Lender's Commitment at such time less the sum of (i) the
aggregate outstanding principal

                                       -61-

<PAGE>

amount of Revolving Loans made by such Lender and (ii) such Lender's Percentage
of the Letter of Credit Outstandings at such time.

                  "Voting Stock" shall mean, as to any Person, any class or
classes of capital stock of such Person pursuant to which the holders thereof
have the general voting power under ordinary circumstances to elect at least a
majority of the Board of Directors of such Person.

                  "Wholly-Owned Domestic Subsidiary" of any Person shall mean
each Wholly-Owned Subsidiary of such Person which is also a Domestic Subsidiary.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

                  SECTION 12. The Agents.
                              ----------

                  12.01. Appointment. The Lenders hereby designate (i) BTCo as
                         -----------
Administrative Agent, (ii) Fleet National Bank, ABN AMRO Bank N.V., JPMorgan
Chase Bank and The Bank of New York as Co-Syndication Agents and Co-Arrangers,
(iii) Citizens Bank of Massachusetts, as a Co-Arranger and (iv) Barclays Bank
PLC, as Senior Managing Agent, in each case to act as specified herein and in
the other Credit Documents. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, each Agent to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of such Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto. Each Agent may perform any of its duties
hereunder by or through its respective officers, directors, agents, employees or
affiliates.

                  12.02. Nature of Duties. No Agent shall have any duties or
                         ----------------
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. No Agent nor any of its officers, directors, agents,
employees or affiliates shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of each Agent shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
any Agent any obligations in respect of this Agreement or any other Credit
Document except as expressly set forth herein or therein.

                  12.03. Lack of Reliance on the Agents. Independently and
                         ------------------------------
without reliance upon any Agent, each Lender and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and

                                       -62-

<PAGE>

affairs of the Borrower and its Subsidiaries in connection with the making and
the continuance of the Loans and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of the
Borrower and its Subsidiaries and, except as expressly provided in this
Agreement, no Agent shall have any duty or responsibility, either initially or
on a continuing basis, to provide any Lender or the holder of any Note with any
credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter. No
Agent nor any of its affiliates or any of its officers, directors, agents, or
employees shall be responsible to any Lender or the holder of any Note for any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any
other Credit Document or the financial condition of the Borrower and its
Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of the
Borrower and its Subsidiaries or the existence or possible existence of any
Default or Event of Default.

                  12.04. Certain Rights of the Agents. If any Agent shall
                         ----------------------------
request instructions from the Required Lenders with respect to any act or action
(including any failure to act) in connection with this Agreement or any other
Credit Document, such Agent shall be entitled to refrain from such act or taking
such action unless and until such Agent shall have received instructions from
the Required Lenders; and such Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Lender or holder of
any Note shall have any right of action whatsoever against any Agent as a result
of such Agent acting or refraining from acting hereunder or under any other
Credit Document in accordance with the instructions of the Required Lenders.

                  12.05. Reliance. Each Agent shall be entitled to rely, and
                         --------
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by such
Agent (which may be counsel for the Credit Parties).

                  12.06. Indemnification. To the extent any Agent is not
                         ---------------
reimbursed and indemnified by the Borrower, the Lenders will reimburse and
indemnify such Agent, in proportion to their respective "percentages" as used in
determining the Required Lenders (determined as if there were no Defaulting
Lenders), for and against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses or disbursements
of whatsoever kind or nature which may be imposed on, asserted against or
incurred by such Agent in performing its duties hereunder or under any other
Credit Document, in any way relating to or arising out of this Agreement or any
other Credit Document; provided that no Lender shall be liable for any portion
                       --------
of such liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                                       -63-

<PAGE>

                  12.07. The Agent in its Individual Capacity. With respect to
                         ------------------------------------
its obligation to make Loans and participate in Letters of Credit under this
Agreement, each Agent shall have the rights and powers specified herein for a
"Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lenders," "Required
Lenders," "holders of Notes" or any similar terms shall, unless the context
clearly otherwise indicates, include such Agent in its individual capacity. Each
Agent may accept deposits from, lend money to, and generally engage in any kind
of banking, trust or other business with any Credit Party or any Affiliate of
any Credit Party as if they were not performing the duties specified herein, and
may accept fees and other consideration from the Borrower or any other Credit
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

                  12.08. Holders. The Administrative Agent may deem and treat
                         -------
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment, transfer or endorsement thereof, as
the case may be, shall have been filed with the Administrative Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

                  12.09. Resignation by the Agents. (a) The Administrative Agent
                         -------------------------
may resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days' prior
written notice to the Borrower and the Lenders. Such resignation shall take
effect upon the appointment of a successor Administrative Agent pursuant to
clauses (b) and (c) below or as otherwise provided below.

                  (b)    Upon any such notice of resignation, the Required
Lenders shall, with the consent of the Borrower (which consent shall not be
unreasonably withheld or delayed and shall not be required at any time when an
Event of Default exists), appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company.

                  (c)    If a successor Administrative Agent shall not have been
so appointed within such 15 Business Day period, the Administrative Agent, with
the consent of the Borrower (which consent shall not be unreasonably withheld or
delayed and shall not be required at any time when an Event of Default exists),
shall then appoint a commercial bank or trust company with capital and surplus
of not less than $500,000,000 as successor Administrative Agent who shall serve
as Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.

                  (d)    If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 20th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

                                       -64-

<PAGE>

                  (e)    Each Co-Syndication Agent, each Co-Arranger, the Senior
Managing Agent and the Lead Arranger may resign at any time by giving five
Business Days' prior written notice to the Borrower, the Administrative Agent
and the Lenders. Such resignation shall be effective five days after such
notice.

12.10. Co-Syndication Agents; Co-Arrangers; Senior Managing Agent.
       ----------------------------------------------------------
Notwithstanding anything to the contrary contained herein, nothing in this
Agreement shall impose on any Co-Syndication Agent, any Co-Arranger or the
Senior Managing Agent in each case in such capacity, any duties or obligations.

                  SECTION 13. Miscellaneous.
                              -------------

                  13.01. Payment of Expenses, etc. The Borrower shall: (i)
                         ------------------------
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of (x) the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP) in connection with the preparation, execution and delivery of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, (y) each Agent in connection with its syndication efforts
with respect to this Agreement and (z) the Administrative Agent and, following
and during the continuation of an Event of Default, each of the Lenders in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein (including,
without limitation, the reasonable fees and disbursements of counsel and
consultants for the Administrative Agent and, following and during the
continuation of an Event of Default, for each of the Lenders) in each case
promptly following receipt of a reasonably detailed invoice therefor; (ii) pay
and hold each of the Lenders harmless from and against any and all present and
future stamp, excise and other similar taxes with respect to the foregoing
matters and hold each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to such Lender) to pay such taxes; and (iii)
indemnify each Agent and each Lender (including in its capacity as an Issuing
Lender), and each of their respective officers, directors, employees,
representatives, affiliates and agents from and hold each of them harmless
against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits, costs,
expenses and disbursements (including reasonable attorneys' and consultants'
fees and disbursements) incurred by, imposed on or assessed against any of them
as a result of, or arising out of, or in any way related to, or by reason of,
(a) any investigation, litigation or other proceeding (whether or not any Agent
or any Lender is a party thereto) related to the entering into and/or
performance of this Agreement or any other Credit Document or the use of any
Letter of Credit or the proceeds of any Loans hereunder or the consummation of
any transactions contemplated herein or in any other Credit Document or the
exercise of any of their rights or remedies provided herein or in the other
Credit Documents, or (b) the actual or alleged presence of Hazardous Materials
in the air, surface water or groundwater or on the surface or subsurface of any
Real Property owned or at any time operated by the Borrower or any of its
Subsidiaries, the generation, storage, transportation, handling or disposal of
Hazardous Materials at any location, whether or not owned or operated by the
Borrower or any of its Subsidiaries, the non-compliance of any Real Property
with foreign, federal, state and local laws, regulations, and ordinances
(including applicable permits thereunder) applicable to any Real Property, or
any Environmental Claim

                                       -65-

<PAGE>

asserted against the Borrower, any of its Subsidiaries, or any Real Property
owned or at any time operated by the Borrower or any of its Subsidiaries,
including, in each case, without limitation, the reasonable fees and
disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the
gross negligence or willful misconduct of the Person to be indemnified (as
determined by a court of competent jurisdiction in a final and non-appealable
decision)). To the extent that the undertaking to indemnify, pay or hold
harmless any Agent or any Lender set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Borrower
shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities which is permissible under applicable law.

           13.02. Right of Setoff. In addition to any rights now or hereafter
                  ---------------
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the Borrower
or to any other Person, any such notice being hereby expressly waived, to set
off and to appropriate and apply any and all deposits (general or special) and
any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches and agencies of such Lender wherever located) to
or for the credit or the account of any Credit Party against and on account of
the Obligations and liabilities of all Credit Parties to such Lender under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Lender pursuant to
Section 13.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Lender shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

           13.03. Notices. Except as otherwise expressly provided herein, all
                  -------
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
the Borrower's address specified opposite its signature below; if to any other
Credit Party, at such Credit Party's address set forth in the Subsidiaries
Guaranty; if to any Lender, at its address specified on Schedule II below; and
if to the Administrative Agent, at the Notice Office; or, as to any Credit Party
or the Administrative Agent, at such other address as shall be designated by
such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a written
notice to the Borrower and the Administrative Agent. All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied, or cabled
or sent by overnight courier, be effective when deposited in the mails,
delivered to the telegraph company, cable company or overnight courier, as the
case may be, or sent by telex or telecopier, except that notices and
communications to the Administrative Agent and the Borrower shall not be
effective until received by the Administrative Agent or the Borrower, as the
case may be.

           13.04. Benefit of Agreement. (a) This Agreement shall be binding
                  --------------------
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided, however, that the Borrower may not
                                   --------  -------
assign or transfer any of its rights,

                                       -66-

<PAGE>

obligations or interest hereunder or under any other Credit Document without the
prior written consent of all of the Lenders and, provided further, that although
                                                 -------- -------
any Lender may transfer, assign or grant participations in its rights hereunder,
such Lender shall remain a "Lender" for all purposes hereunder (and may not
transfer or assign all or any portion of its Commitment hereunder except as
provided in Section 13.04(b)) and the transferee, assignee or participant, as
the case may be, shall not constitute a "Lender" hereunder and, provided
                                                                --------
further, that no Lender shall transfer or grant any participation under which
-------
the participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Revolving Loan or
Note or extend the expiry date of any Letter of Credit beyond the Maturity Date,
or reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction
in the Total Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment shall be permitted without
the consent of any participant if the participant's participation is not
increased as a result thereof) or (ii) consent to the assignment or transfer by
the Borrower of any of their rights and obligations under this Agreement. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation.

           (b)    Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitment and related outstanding Obligations hereunder (or, if the Commitments
have terminated, its outstanding Obligations) to (i) its parent company and/or
any affiliate of such Lender which is at least 50% owned by such Lender or its
parent company or to one or more other Lenders or (ii) in the case of any Lender
that is a fund that invests in bank loans, any other fund that invests in bank
loans and is managed by the same investment advisor of such Lender or by an
Affiliate of such investment advisor or (y) assign all, or if less than all, a
portion equal to at least $5,000,000 in the aggregate for the assigning Lender
or assigning Lenders, of such Commitments and related outstanding Obligations
hereunder (or, if the Commitments have terminated, its outstanding Obligations)
to one or more Eligible Transferees, each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and Assumption
Agreement, provided that (i) at such time Schedule I shall be deemed modified to
           --------
reflect the Commitment of such new Lender and of the existing Lenders, (ii) at
the request of the assignee Lender, and upon surrender of the relevant Revolving
Notes or the provision of a customary lost note indemnification agreement from
the assignor or assignee Lender, as the case may be, new Revolving Notes will be
issued, at the Borrowers' expense, to such new Lender and to the assigning
Lender, such new Revolving Notes to be in conformity with the requirements of
Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitments, (iii) the consent of the Administrative Agent, any
Issuing Lender and, at any time when no Default or Event of Default is in
existence, the Borrower shall be required in connection with any such assignment
pursuant to clause (y) above (each of which consents shall not to be

                                       -67-

<PAGE>

unreasonably withheld or delayed), and (iv) the Administrative Agent shall
receive at the time of each such assignment, from the assigning or assignee
Lender, the payment of a non-refundable assignment fee of $3,500 and, provided
                                                                      --------
further, that such transfer or assignment will not be effective until recorded
-------
by the Administrative Agent on the Register pursuant to Section 13.16 hereof. To
the extent of any assignment pursuant to this Section 13.04(b), the assigning
Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments. At the time of each assignment pursuant to this Section
13.04(b) to a Person which is not already a Lender hereunder and which is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) for Federal income tax purposes, the respective assignee Lender shall
provide to the Borrower and the Administrative Agent the appropriate Internal
Revenue Service Forms (and, if applicable a Section 4.04(b)(ii) Certificate)
described in Section 4.04(b). To the extent that an assignment of all or any
portion of a Lender's Commitments and related outstanding Obligations pursuant
to Section 1.13 or this Section 13.04(b) would, at the time of such assignment,
result in increased costs under Section 1.10, 1.11 or 4.04 greater than those
being charged by the respective assigning Lender prior to such assignment, then
the Borrower shall not be obligated to pay such greater increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
assignment).

           (c)    Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with the
consent of the Administrative Agent, any Lender which is a fund may pledge all
or any portion of its Notes or Loans to its trustee or to a collateral agent
providing credit or credit support to such Lender in support of its obligations
to its trustee or such collateral agent, as the case may be. No pledge pursuant
to this clause (c) shall release the transferor Lender from any of its
obligations hereunder.

           13.05. No Waiver; Remedies Cumulative. No failure or delay on the
                  ------------------------------
part of any Agent or any Lender or any holder of any Note in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between the Borrower or any other Credit Party and any Agent
or any Lender or the holder of any Note shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit
Document expressly provided are cumulative and not exclusive of any rights,
powers or remedies which any Agent or any Lender or the holder of any Note would
otherwise have. No notice to or demand on any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of any Agent or any
Lender or the holder of any Note to any other or further action in any
circumstances without notice or demand.

           13.06. Payments Pro Rata. (a) Except as otherwise provided in this
                  ----------------
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of
                                                  --- ----

                                      -68-

<PAGE>

any such payment) pro rata based upon their respective  shares, if any, of the
                  --- ----
Obligations with respect to which such payment was received.

           (b)    Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or other Fees, of a sum
which with respect to the related sum or sums received by other Lenders is in a
greater proportion than the total of such Obligation then owed and due to such
Lender bears to the total of such Obligation then owed and due to all of the
Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the Borrower to such Lenders in
such amount as shall result in a proportional participation by all the Lenders
in such amount; provided that if all or any portion of such excess amount is
                --------
thereafter recovered from such Lender, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

           (c)    Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

           13.07. Calculations; Computations. (a) The financial statements to be
                  --------------------------
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Lenders), provided that except as otherwise specifically provided herein, all
          --------
computations of Applicable Commitment Commission Percentage and the Applicable
Margin, and all computations and all definitions (including accounting terms)
used in determining compliance with Sections 9.07, 9.08 and 9.09, shall utilize
accounting principles and policies in conformity with those used to prepare the
historical financial statements referred to in Section 7.05(a).

           (b)    All computations of interest on Eurodollar Loans hereunder
shall be made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable. All computations of interest on Base Rate Loans
and computations of Fees hereunder shall be made on the basis of a year of
365/366 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or Fees
are payable.

           (c)    All determinations of the Stated Amount of Letters of Credit
and of the principal amount of Unpaid Drawings, in each case to the extent
denominated in an Alternate Currency, shall be made by converting same into
Dollars at (x) in the case of a determination of the Borrower's obligation to
reimburse an Unpaid Drawing under a Letter of Credit denominated in an Alternate
Currency, the spot exchange rate of the Issuing Lender of such Letter of Credit
or (y) if the provisions of the foregoing clause (x) are not applicable, the
"official" exchange rate (if applicable) or the spot exchange rate for the
Alternate Currency in question calculated by the

                                       -69-

<PAGE>

Administrative Agent (each such exchange rate, the "Spot Exchange Rate"). The
Spot Exchange Rate used to make determinations of the Stated Amount of any
Letter of Credit and any Unpaid Drawings for the purposes of Sections 1.01(a),
1.01(b), 2.01(c) and 4.02(a), shall be calculated (i) on the Effective Date, (y)
on the first Business Day of each calendar month thereafter and (z) on such
other day as the Administrative Agent may, in its sole discretion, consider
appropriate. The Spot Exchange Rate used to made determinations of the
Borrower's reimbursement obligations with respect to Unpaid Drawings (including,
without limitation, pursuant to Sections 2.04 and 2.05) shall be determined
using the Spot Exchange Rate as in effect on the date of the Issuing Lender's
payment in respect of the Letter of Credit giving rise to the Unpaid Drawing.

           13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
                  -----------------------------------------------------------
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
----------
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE
COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE
BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK
PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK
PERSONAL JURISDICTION OVER IT. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE
BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

           (b)    THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

                                       -70-

<PAGE>

         (c)    EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         13.09. Counterparts. This Agreement may be executed in any number of
                ------------
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

         13.10. Effectiveness. This Agreement shall become effective on the date
                -------------
(the "Effective Date") on which (i) the Borrower, each Lender, each Agent and
the Lead Arranger shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile)
the same to the Administrative Agent at the Notice Office or, in the case of the
Lenders, shall have given the Administrative Agent telephonic (confirmed in
writing), written or telex notice (actually received) at such office that same
has been signed and mailed to it and (ii) the conditions contained in Section 5
are met to the satisfaction of the Agents and the Required Lenders. Unless the
Administrative Agent has received actual notice from any Lender that the
conditions contained in Section 5 have not been met to its reasonable
satisfaction, upon the satisfaction of the condition described in clause (i) of
the immediately preceding sentence and upon the Administrative Agent's good
faith determination that the conditions described in clause (ii) of the
immediately preceding sentence have been met, then the Effective Date shall have
been deemed to have occurred, regardless of any subsequent determination that
one or more of the conditions thereto had not been met (although the occurrence
of the Effective Date shall not release the Borrower from any liability for
failure to satisfy one or more of the applicable conditions contained in Section
5). The Administrative Agent will give the Borrower and each Lender prompt
written notice of the occurrence of the Effective Date.

         13.11. Headings Descriptive. The headings of the several sections and
                --------------------
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

         13.12  Amendment or Waiver; etc. Neither this Agreement nor any other
                ------------------------
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, provided that no such change, waiver, discharge or termination
                  --------
shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected thereby in the case of following clause
(i)), (i) extend the final scheduled maturity of any Loan or Note, or extend the
stated maturity of, or any reimbursement obligation under, any Letter of Credit
beyond the Maturity Date, or reduce the rate or extend the time of payment of
interest or Fees (it being understood that any amendment or modification to the
financial definitions in this Agreement or to Section 13.07(a) shall not
constitute a reduction in the rate of interest or Fees for the purposes of this
clause (i)), or reduce the principal amount thereof, or reduce any reimbursement
obligations

                                      -71-

<PAGE>

under any Letter of Credit, (ii) amend, modify or waive any provision of this
Section 13.12 (except for technical amendments with respect to additional
extensions of credit under this Agreement of the type which afford the
protections to such additional extensions of credit provided to the Commitments
on the Effective Date), (iii) reduce the percentage specified in the definition
of Required Lenders (it being understood and agreed that, with the consent of
the Required Lenders, additional extensions of credit pursuant to this Agreement
may be included in the determination of the Required Lenders on substantially
the same basis as the Commitments are included on the Effective Date) or (iv)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement; provided further, that no such change, waiver,
                                  ----------------
discharge or termination shall (1) increase the Commitment of any Lender over
the amount thereof then in effect without the consent of such Lender (it being
understood and agreed that waivers or modifications of conditions precedent,
covenants (including, without limitation, by means of modifications to the
financial definitions or modifications in the method of calculation of any
financial covenants), Defaults or Events of Default or of a mandatory reduction
in the Total Commitments shall not constitute an increase of the Commitment of
any Lender, and that an increase in the available portion of any Commitment of
any Lender shall not constitute an increase in the Commitment of such Lender),
(2) without the consent of the respective Issuing Lender or Issuing Lenders,
amend, modify or waive any provision of Section 2 with respect to Letters of
Credit issued by it or alter its rights or obligations with respect to Letters
of Credit, (3) without the consent of the Swingline Lender, amend, modify or
waive any provision of Sections 1.01(b) and (c) or alter its rights and
obligations with respect to Swingline Loans or (4) without the consent of each
Agent affected thereby, amend, modify or waive any provision of Section 12 as
same applies to such Agent or any other provision as same relates to the rights
or obligations of such Agent.

         (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (iv), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clauses (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders with
one or more Replacement Lenders pursuant to Section 1.13 so long as at the time
of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such non-consenting
Lender's Commitment in accordance with Sections 3.02(b) and/or 4.01(b), provided
                                                                        --------
that, unless the Commitments are terminated, and Loans repaid, pursuant to the
preceding clause (B) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or outstanding
Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Required
Lenders (determined before giving effect to the proposed action) shall
specifically consent thereto, provided further, that in any event the Borrower
                              ----------------
shall not have the right to replace a Lender, terminate its Commitment or repay
its Loans solely as a result of the exercise of such Lender's rights (and the
withholding of any required consent by such Lender) pursuant to the second
proviso to Section 13.12(a).

                                      -72-

<PAGE>

         13.13. Survival. All indemnities set forth herein including, without
                --------
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06 shall, survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

         13.14. Domicile of Loans. Each Lender may transfer and carry its Loans
                -----------------
at, to or for the account of any office, Subsidiary or Affiliate of such Lender.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 1.10, 1.11, 2.06 or 4.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

         13.15. Confidentiality. (a) Subject to the provisions of clause (b) of
                ---------------
this Section 13.15, each Lender agrees that it will not disclose without the
prior consent of the Borrower (other than to its employees, auditors, advisors
or counsel or to another Lender if the Lender or such Lender's holding or parent
company in its sole discretion determines that any such party should have access
to such information, provided such Persons shall be subject to the provisions of
this Section 13.15 to the same extent as such Lender) any information with
respect to the Borrower or any of its Subsidiaries which is now or in the future
furnished pursuant to this Agreement or any other Credit Document and which is
designated by the Borrower to the Lenders in writing as confidential, provided
                                                                      --------
that any Lender may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or Federal regulatory
body having or claiming to have jurisdiction over such Lender or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in respect to any summons or subpoena or
in connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such Lender, (e) to any Agent, (f) to any
prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Commitments or any
interest therein by such Lender, provided that such prospective transferee
                                 --------
agrees to be subject to the provisions contained in this Section 13.15 and (g)
to the NAIC or any similar organization or any nationally recognized rating
agency that requires access to information about such Lender's investment
portfolio in connection with ratings issued to such Lender.

         (b) The Borrower hereby acknowledges and agrees that each Lender may
share with any of its Affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower and its
Subsidiaries), provided such Persons shall be subject to the provisions of this
Section 13.15 to the same extent as such Lender.

         13.16. Register. The Borrower hereby designates the Administrative
                --------
Agent to serve as the Borrower's agent, solely for purposes of this Section
13.16, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. The entries in the Register shall be conclusive and binding

                                      -73-

<PAGE>

for all purposes, absent manifest error. Failure to make any such recordation,
or any error in such recordation shall not affect the Borrower's obligations in
respect of such Loans. With respect to any Lender, the transfer of the
Commitments of such Lender and the rights to the principal of, and interest on,
any Revolving Loan made pursuant to such Commitments shall not be effective
until such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitments and Revolving Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Revolving Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and
Revolving Loans shall be recorded by the Administrative Agent on the Register
only upon the acceptance by the Administrative Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement to
the Administrative Agent for acceptance and registration of assignment or
transfer of all or part of a Revolving Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note
evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.16.

         13.17 Judgment Currency. (a) The Credit Parties' obligations hereunder
               -----------------
and under the other Credit Documents to make payments in Dollars shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than Dollars, except to the
extent that such tender or recovery results in the effective receipt by the
Administrative Agent or the respective Lender of the full amount of Dollars
expressed to be payable to the Administrative Agent or such Lender under this
Agreement or the other Credit Documents. If for the purpose of obtaining or
enforcing judgment against any Credit Party in any court or in any jurisdiction,
it becomes necessary to convert into or from any currency other than Dollars
(such other currency being hereinafter referred to as the "Judgment Currency")
an amount due in Dollars, the conversion shall be made at the Spot Exchange Rate
thereof determined, in each case, on the day on which the judgment is given
(such Business Day being hereinafter referred to as the "Judgment Currency
Conversion Date").

         (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Borrower covenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of Dollars which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate or
exchange prevailing on the Judgment Currency Conversion Date.

         (c) For the purposes of determining the Spot Exchange Rate or any other
rate of exchange for this Section, such amounts shall include any premium and
costs payable in connection with the purchase of Dollars.

                                      -74-

<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

Address:

                                    WATERS CORPORATION
34 Maple Street
Milford, MA  01757-3696
Telephone:  (508) 482-2314          By:  /s/ John A. Ornell
Facsimile:  (508) 482-2249          --------------------------------------------
Attention:  John E. Lynch                Title: Senior VP - Finance and
                                                Administration, Chief Financial
                                                Officer and Treasurer




                                     BANKERS TRUST COMPANY, Individually and
                                         as Administrative Agent


                                    By: /s/ Scottye D. Lindsey
                                    --------------------------------------------
                                         Title:  Vice President




                                     FLEET NATIONAL BANK


                                    By: /s/ Gordon B. Coughlin
                                    --------------------------------------------
                                         Title:  Vice President




                                     ABN AMRO BANK N.V.


                                    By: /s/ Dean P. Giglio
                                    --------------------------------------------
                                         Title: Vice President

                                    By: /s/ Christopher M. Plumb
                                    --------------------------------------------
                                         Title: Vice President




                                     JPMORGAN CHASE BANK


                                    By: /s/ John A. Francis
                                    --------------------------------------------
                                         Title:  Vice President

<PAGE>


                                     THE BANK OF NEW YORK


                                    By: /s/ Kenneth P. Sneider, Jr.
                                    --------------------------------------------
                                         Title: Vice President




                                     BARCLAYS BANK PLC


                                    By: /s/ Nicholas A. Bell
                                    --------------------------------------------
                                         Title:  Director
                                               Loan Transaction Management



                                     MELLON BANK, N.A.


                                    By: /s/ Nancy E. Gale
                                    --------------------------------------------
                                         Title:  Vice President



                                     SOCIETE GENERALE


                                    By: /s/ G. Wayne Hosang
                                    --------------------------------------------
                                         Title:  Vice President



                                     THE GOVERNOR AND COMPANY OF THE BANK
                                     OF IRELAND


                                    By: /s/ Fergus McDonald
                                    --------------------------------------------
                                         Title:  Director, Corporate Banking




                                     CITIZENS BANK OF MASSACHUSETTS


                                    By: /s/ Mariel Keane Hough
                                    --------------------------------------------
                                         Title:  Vice President