<PAGE>

                                                                    Exhibit 10.3

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

                                CREDIT AGREEMENT

                           Dated as of August 2, 2004

                                      among

                      FISHER SCIENTIFIC INTERNATIONAL INC.,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                 as Administrative Agent and Swing Line Lender,

                                       and

                            The Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC

                                       and

                         DEUTSCHE BANK SECURITIES INC.,

                                       as

                              Joint Lead Arrangers

                         BANC OF AMERICA SECURITIES LLC,
                          DEUTSCHE BANK SECURITIES INC.

                                       and

                           CREDIT SUISSE FIRST BOSTON,
       acting through its Cayman Islands Branch or one of its affiliates,

                                       as

                               Joint Book Managers

                         DEUTSCHE BANK SECURITIES INC.,
                           CREDIT SUISSE FIRST BOSTON,
       acting through its Cayman Islands Branch or one of its affiliates,

                               ABN AMRO BANK, N.V.
                                       and
                       MERRILL LYNCH CAPITAL CORPORATION,

                                       as

                   Co-Syndication and Co-Documentation Agents

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS.........................................................       1

         1.01     Defined Terms................................................................................       1

         1.02     Other Interpretive Provisions................................................................      37

         1.03     Accounting Terms.............................................................................      37

         1.04     Rounding.....................................................................................      37

         1.05     References to Agreements and Laws............................................................      38

         1.06     Change of Currency...........................................................................      38

         1.07     Times of Day.................................................................................      38

         1.08     Letter of Credit Amounts.....................................................................      38

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS....................................................      39

         2.01     Committed Loans..............................................................................      39

         2.02     Borrowings, Conversions and Continuations of Committed Loans.................................      40

         2.03     Incremental Term Loans.......................................................................      41

         2.04     Letters of Credit............................................................................      43

         2.05     Swing Line Loans.............................................................................      53

         2.06     Local Currency Loans.........................................................................      56

         2.07     Exchange Rates; Currency Equivalents.........................................................      60

         2.08     Prepayments..................................................................................      60

         2.09     Voluntary Termination or Reduction of Revolving Loan Commitments.............................      62

         2.10     Repayment of Loans...........................................................................      63

         2.11     Interest.....................................................................................      66

         2.12     Fees.........................................................................................      67

         2.13     Computation of Interest and Fees.............................................................      68

         2.14     Evidence of Debt.............................................................................      68

         2.15     Payments Generally...........................................................................      69

         2.16     Sharing of Payments..........................................................................      71

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY...................................................      71

         3.01     Taxes........................................................................................      71

         3.02     Illegality...................................................................................      73

         3.03     Inability to Determine Rates.................................................................      73
</TABLE>

                                       i

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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         3.04     Increased Cost and Reduced Return; Capital Adequacy..........................................      74

         3.05     Compensation for Losses......................................................................      75

         3.06     Matters Applicable to all Requests for Compensation..........................................      76

         3.07     Survival.....................................................................................      76

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS................................................      76

         4.01     Conditions of Initial Credit Extension.......................................................      76

         4.02     Conditions to all Credit Extensions..........................................................      79

         4.03     Conditions to Certain Loans..................................................................      79

ARTICLE V.            REPRESENTATIONS AND WARRANTIES...........................................................      81

         5.01     Existence, Qualification and Power; Compliance with Laws.....................................      81

         5.02     Authorization; No Contravention..............................................................      81

         5.03     Governmental Authorization; Other Consents...................................................      81

         5.04     Binding Effect...............................................................................      82

         5.05     Financial Statements; No Material Adverse Effect.............................................      82

         5.06     Litigation...................................................................................      82

         5.07     No Default...................................................................................      83

         5.08     Ownership of Property; Liens.................................................................      83

         5.09     Environmental Compliance.....................................................................      83

         5.10     Insurance....................................................................................      83

         5.11     Taxes........................................................................................      83

         5.12     ERISA Compliance.............................................................................      84

         5.13     Subsidiaries.................................................................................      84

         5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act...............      84

         5.15     Disclosure...................................................................................      85

         5.16     Compliance with Laws.........................................................................      85

         5.17     Intellectual Property; Licenses, Etc.........................................................      85

         5.18     Employee Matters.............................................................................      85

         5.19     Matters Relating to Collateral...............................................................      85
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE VI.           AFFIRMATIVE COVENANTS....................................................................      86

         6.01     Financial Statements.........................................................................      86

         6.02     Certificates; Other Information..............................................................      87

         6.03     Notices......................................................................................      88

         6.04     Payment of Obligations.......................................................................      88

         6.05     Preservation of Existence, Etc...............................................................      89

         6.06     Maintenance of Properties....................................................................      89

         6.07     Maintenance of Insurance.....................................................................      89

         6.08     Compliance with Laws.........................................................................      89

         6.09     Books and Records............................................................................      89

         6.10     Inspection Rights............................................................................      89

         6.11     Use of Proceeds..............................................................................      90

         6.12     Execution of Guaranty and Equity Pledge Documents After the Closing Date.....................      90

         6.13     Pledged Assets...............................................................................      92

ARTICLE VII.          NEGATIVE COVENANTS.......................................................................      93

         7.01     Liens........................................................................................      93

         7.02     Investments; Acquisitions....................................................................      95

         7.03     Indebtedness.................................................................................      97

         7.04     Fundamental Changes..........................................................................      98

         7.05     Dispositions.................................................................................      99

         7.06     Restricted Payments..........................................................................     100

         7.07     Change in Nature of Business.................................................................     101

         7.08     Transactions with Affiliates.................................................................     102

         7.09     Use of Proceeds..............................................................................     102

         7.10     Financial Covenants..........................................................................     102

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES...........................................................     103

         8.01     Events of Default............................................................................     103

         8.02     Remedies Upon Event of Default...............................................................     105

         8.03     Application of Funds.........................................................................     106
</TABLE>

                                      iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE IX.           ADMINISTRATIVE AGENT.....................................................................     107

         9.01     Appointment and Authorization of Administrative Agent........................................     107

         9.02     Delegation of Duties.........................................................................     108

         9.03     Liability of Administrative Agent............................................................     108

         9.04     Reliance by Administrative Agent.............................................................     109

         9.05     Notice of Default............................................................................     109

         9.06     Credit Decision; Disclosure of Information by Administrative Agent...........................     109

         9.07     Indemnification of Administrative Agent......................................................     110

         9.08     Administrative Agent in its Individual Capacity..............................................     110

         9.09     Successor Administrative Agent...............................................................     111

         9.10     Administrative Agent May File Proofs of Claim................................................     111

         9.11     Collateral and Guaranty Matters..............................................................     112

         9.12     Other Agents; Arrangers and Managers.........................................................     113

ARTICLE X.            MISCELLANEOUS............................................................................     113

         10.01    Amendments, Etc..............................................................................     113

         10.02    Notices and Other Communications; Facsimile Copies...........................................     115

         10.03    No Waiver; Cumulative Remedies...............................................................     117

         10.04    Attorney Costs, Expenses and Taxes...........................................................     117

         10.05    Indemnification by the Borrower..............................................................     118

         10.06    Payments Set Aside...........................................................................     119

         10.07    Successors and Assigns.......................................................................     119

         10.08    Confidentiality..............................................................................     123

         10.09    Set-off......................................................................................     124

         10.10    Interest Rate Limitation.....................................................................     124

         10.11    Release of Security Interest or Guaranty.....................................................     125

         10.12    Counterparts.................................................................................     125

         10.13    Integration..................................................................................     125

         10.14    Survival of Representations and Warranties...................................................     125

         10.15    Severability.................................................................................     126

         10.16    Tax Forms....................................................................................     126
</TABLE>

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         10.17    Replacement of Lenders.......................................................................     128

         10.18    Governing Law................................................................................     128

         10.19    Waiver of Right to Trial by Jury.............................................................     129

         10.20    USA PATRIOT Act Notice.......................................................................     129

         10.21    Judgment Currency............................................................................     129

         10.22    Designation as Senior Debt...................................................................     130

         10.23    Apogent......................................................................................     130

SIGNATURES....................................................................................................      S-1
</TABLE>

                                        v

<PAGE>

                                    SCHEDULES

2.01       Commitments and Pro Rata Shares

2.04       Existing Letters of Credit

5.09       Environmental Matters

5.13       Subsidiaries and Other Equity Investments

5.17       Intellectual Property Matters

6.13       Pledged Assets Deliverables

7.01       Existing Liens

7.02       Existing Investments

7.03       Existing Indebtedness

7.08       Existing Affiliate Transactions

10.02      Administrative Agent's Office, Certain Addresses for Notices

                                       vi

<PAGE>

                                    EXHIBITS

FORM OF

A        Committed Loan Notice

B        Swing Line Loan Notice

C        Compliance Certificate

D        Assignment and Assumption

E        Guaranty

F        Pledge Agreement

G        Opinion Matters

H        Competitive Bid

I        Competitive Bid Accept/Reject Letter

J        Competitive Bid Request

K        Notice of Competitive Bid Request

                                       vii

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of August 2,
2004 among FISHER SCIENTIFIC INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and each individually, a "Lender"), BANK OF AMERICA, N.A., as
Administrative Agent and Swing Line Lender, BANC OF AMERICA SECURITIES LLC and
DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers, BANC OF AMERICA
SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch or one of its affiliates, as Joint Book
Managers, and DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch or one of its affiliates, ABN AMRO BANK, N.V.
and MERRILL LYNCH CAPITAL CORPORATION, as Co-Syndication and Co-Documentation
Agents.

                                 R E C I T A L S

         WHEREAS, the Lenders, at the request of the Borrower, have agreed to
extend certain credit facilities to the Borrower on the terms and conditions set
forth herein, the proceeds of which will be used (a) to refinance certain
Existing Indebtedness, and (b) to provide financing for working capital, capital
expenditures and other general corporate purposes of the Borrower and its
Subsidiaries;

         WHEREAS, the Borrower desires to secure all of the Obligations
hereunder and under the other Loan Documents by granting to the Administrative
Agent, on behalf of the Lenders, a First Priority Lien on all of the Equity
Interests of its Material Domestic Subsidiaries, if any, and 65% of the Equity
Interests of its Material Foreign Subsidiaries, if any; and

         WHEREAS, all of the Material Domestic Subsidiaries of the Borrower
(excluding any Material Domestic Subsidiaries of Apogent) have agreed to
guarantee the Obligations hereunder and under the other Loan Documents and to
secure their guaranties by granting to the Administrative Agent, on behalf of
the Lenders, a First Priority Lien on all of the Equity Interests of their
respective Material Domestic Subsidiaries, if any, and 65% of the Equity
Interests of their respective Material Foreign Subsidiaries, if any;

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

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

         "Account" means, collectively, (a) an "account" as such term is defined
in the UCC as in effect from time to time in the State of New York or under
other relevant law, and (b) the Borrower's or any Subsidiary's rights to payment
for goods sold or leased or services performed, including all such rights
evidenced by an account, note, contract, security agreement, chattel paper, or
other evidence of indebtedness or security.

<PAGE>

         "Acquired Business" means any Person, property, business or asset
acquired (or, as applicable, proposed to be acquired) by the Borrower or a
Subsidiary.

         "Actual Knowledge" means, with respect to any information or event,
that a Responsible Officer of the Borrower has actual knowledge of such
information or event.

         "Additional Lender" has the meaning specified in Section 2.03.

         "Additional Mortgaged Property" has the meaning specified in Section
6.13(b).

         "Additional Mortgages" has the meaning specified in Section 6.13(b).

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

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

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto.

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

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Aggregate Credit Exposures" means, at any time, the sum of (a) the
unused portion of the Revolving Loan Commitments then in effect and (b) the
Total Outstandings at such time.

         "Agreement" means this Credit Agreement.

         "Agreement Currency" has the meaning specified in Section 10.21.

         "Apogent" means Apogent Technologies Inc., a Wisconsin corporation.

         "Apogent CODES" means (a) the 2.25% Senior Convertible Contingent Debt
Securities (CODES) due 2021 issued pursuant to that certain Indenture dated as
of October 21, 2001 among

                                       2
<PAGE>

Apogent, the subsidiary guarantors party thereto and The Bank of New York, as
Trustee and (b) the Floating Rate Senior Convertible Contingent Debt Securities
(CODES) due 2033 issued pursuant to that certain Indenture dated as of December
17, 2003 among Apogent, the subsidiary guarantors party thereto and The Bank of
New York, as Trustee, in each case including any substantially similar
securities for which any of the foregoing securities are exchanged pursuant to
an exchange offer.

         "Apogent Credit Agreement" means that certain Credit Agreement dated as
of July 29, 2003 among Apogent, Erie Scientific Company, Nalge Nunc
International Corporation, and Remel Inc., as borrowers, J.P. Morgan Securities
Inc. and Fleet Securities, Inc., as joint lead arrangers and joint bookrunners,
Fleet National Bank, as syndication agent, ABN AMRO Bank N.V., Bank of America,
N.A. and SunTrust Bank, as co-documentation agents, JPMorgan Chase Bank, as
administrative agent, and a syndicate of lenders.

         "Apogent Funding Date" means the first Funding Date applicable to any
Loans subject to the conditions set forth in Section 4.03.

         "Apogent Senior Subordinated Notes" means the 6-1/2% Senior
Subordinated Notes due 2013 issued pursuant to that certain Indenture dated as
of June 2, 2003 between Apogent and The Bank of New York, as Trustee.

         "Applicable Debt Rating" means, as of any date of determination, the
most recent ratings publicly announced by S&P and Moody's (collectively, the
"Debt Ratings") of the Borrower's senior secured long-term debt; provided that,
if there is a split in the Debt Ratings, the Applicable Debt Rating shall be the
higher of such Debt Ratings of S&P and Moody's; provided further that, if there
is a split in Debt Ratings of more than one level, the Applicable Debt Rating
shall be one level below the higher of the Debt Ratings.

         "Applicable Eurocurrency Margin" means, as to any Eurocurrency
Competitive Local Currency Loan, the marginal rate of interest, if any, to be
added to or subtracted from the Screen Rate to determine the rate of interest
applicable to such Loan, as specified by the Revolving Lender making such Loan
in its Competitive Bid.

         "Applicable Rate" means, from time to time, the following percentages
per annum, based upon the Applicable Debt Rating as set forth below:

<TABLE>
<CAPTION>
                                           APPLICABLE RATE
-------------------------------------------------------------------------------------------------------
              APPLICABLE DEBT          BASE RATE        EURODOLLAR       LETTER OF        COMMITMENT
LEVEL             RATING                 LOANS          RATE LOANS       CREDIT FEE          FEE
-----             ------                 -----          ----------       ----------          ---
<S>       <C>                          <C>              <C>              <C>              <C>
  I       Higher than BBB or Baa2        0.00%             0.75%            0.75%             0.20%
 II       BBB or Baa2                    0.00%             1.00%            1.00%             0.25%
 III      BBB- or Baa3                   0.25%             1.25%            1.25%            0.375%
</TABLE>

                                       3
<PAGE>

<TABLE>
<S>       <C>                            <C>               <C>              <C>              <C>
 IV       BB+ or Ba1                     0.50%             1.50%            1.50%            0.375%
  V       Lower than BB+ or Ba1,         0.75%             1.75%            1.75%             0.50%
          or unrated
</TABLE>

; provided, however, that until the earlier of (a) the delivery of the financial
statements for the second fiscal quarter ending after the Closing Date and (b)
the date that the financial statements for the second fiscal quarter ending
after the Closing Date are required to be delivered pursuant to Section 6.01,
the Applicable Rate shall be determined based upon Level III above. Thereafter,
each change in the Applicable Rate resulting from a change in the Applicable
Debt Rating shall become effective on the date of the public announcement
thereof. Any adjustment in the Applicable Rate shall apply to existing
Eurodollar Rate Loans as well as any new Eurodollar Rate Loans.

         "Applicable Rate for Tranche B Term Loans" means, from time to time,
the following percentages per annum, based upon the Applicable Debt Rating as
set forth below:

<TABLE>
<CAPTION>
                          APPLICABLE RATE FOR TRANCHE B TERM LOANS
-----------------------------------------------------------------------------------------
               APPLICABLE                                                 EURODOLLAR RATE
LEVEL          DEBT RATING                  BASE RATE LOANS                    LOANS
-----          -----------                  ---------------                    -----
<S>       <C>                               <C>                           <C>
  I       Higher than BB or Ba2                   0.50%                        1.50%
 II       BB or Ba2 or lower, or                  0.75%                        1.75%
          unrated
</TABLE>

; provided, however, that until the earlier of (a) the delivery of the financial
statements for the second fiscal quarter ending after the Closing Date and (b)
the date that the financial statements for the second fiscal quarter ending
after the Closing Date are required to be delivered pursuant to Section 6.01,
the Applicable Rate for Tranche B Term Loans shall be determined based upon
Level I above. Thereafter, each change in the Applicable Rate for Tranche B Term
Loans resulting from a change in the Applicable Debt Rating shall become
effective on the date of the public announcement thereof. Any adjustment in the
Applicable Rate for Tranche B Term Loans shall apply to existing Eurodollar Rate
Loans as well as any new Eurodollar Rate Loans.

         "Applicable Time" means, with respect to any borrowings and payments in
any Local Currency, the local time in the place of settlement for such Local
Currency as may be determined by the Administrative Agent or the applicable L/C
Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

         "Approved Fund" has the meaning specified in Section 10.07(g).

         "Arranger" means Banc of America Securities LLC and Deutsche Bank
Securities Inc., in their capacities as joint lead arrangers.

                                       4
<PAGE>

         "Articles of Merger" means the Articles of Merger by and between
Apogent and Fox Merger Corporation required to be filed with the State of
Wisconsin under the Merger Agreement.

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

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

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Auto-Extension Letter of Credit" has the meaning specified in Section
2.04(b)(iv).

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Revolving Loan Maturity Date, (b) the date of
termination of the Revolving Loan Commitments pursuant to Section 2.09, and (c)
the date of termination of the commitment of each Revolving Lender to make
Revolving Loans and of the obligation of each L/C Issuer to make L/C Credit
Extensions pursuant to Section 8.02.

         "Bank of America" means Bank of America, N.A. and its successors.

         "Bank of America Prime Rate" has the meaning specified in the
definition of "Base Rate".

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate" (the "Bank of America Prime Rate"); provided,
however, that solely for purposes of determining the Base Rate in connection
with any Swing Line Loan extended pursuant to Section 2.05(a), the rate of
interest under this clause (b) shall be the lower of (i) the Bank of America
Prime Rate and (ii) if, concurrently with delivery of the Swing Line Loan Notice
in respect of such Swing Line Loan, the Borrower notifies the Swing Line Lender
and the Administrative Agent that such Swing Line Loan shall bear interest with
reference to the prime rate of any other Revolving Lender, the rate of interest
in effect for such day as publicly announced from time to time by such other
Revolving Lender as its "prime rate". The "prime rate" is a rate set by Bank of
America based upon various factors including Bank of America's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

                                       5
<PAGE>

         "Base Rate Revolving Loan" means a Revolving Loan that bears interest
based on the Base Rate.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Borrowing" means a Committed Borrowing, a Swing Line Borrowing or a
Local Currency Borrowing, as the context may require.

         "Borrowing Date" has the meaning specified in Section 2.02(b).

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office with respect
to obligations denominated in Dollars is located and,

                  (a) if such day relates to any Eurodollar Rate Loan
         denominated in Dollars, any fundings, disbursements, settlements and
         payments in Dollars in respect of any such Eurodollar Rate Loan or any
         other dealings in Dollars to be carried out pursuant to this Agreement
         in respect of any such Eurodollar Rate Loan, means any such day on
         which dealings in Dollar deposits are conducted by and between banks in
         the London interbank Eurodollar market;

                  (b) if such day relates to any interest rate settings as to a
         Eurocurrency Competitive Local Currency Loan denominated in Euro, any
         fundings, disbursements, settlements and payments in Euro in respect of
         any such Eurocurrency Competitive Local Currency Loan, or any other
         dealings in Euro to be carried out pursuant to this Agreement in
         respect of any such Eurocurrency Competitive Local Currency Loan, means
         a TARGET Day;

                  (c) if such day relates to any interest rate settings as to a
         Eurocurrency Competitive Local Currency Loan denominated in a currency
         other than Euro, means any such day on which dealings in deposits in
         the relevant currency are conducted by and between banks in the London
         or other applicable offshore interbank market for such currency; and

                  (d) if such day relates to any fundings, disbursements,
         settlements and payments in a currency other than Euro in respect of a
         Eurocurrency Competitive Local Currency Loan denominated in a currency
         other than Euro, or any other dealings in any currency other than Euro
         to be carried out pursuant to this Agreement in respect of any such
         Eurocurrency Competitive Local Currency Loan (other than any interest
         rate settings), means any such day on which banks are open for foreign
         exchange business in the principal financial center of the country of
         such currency.

         "Calculation Date" means (a) with respect to any Local Currency Loan,
each of the following: (i) the date of Borrowing with respect to such Local
Currency Loan, (ii) the maturity date of such Local Currency Loan and (iii) such
additional dates as the Administrative Agent shall determine or the Required
Lenders shall require; and (b) with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in a

                                       6
<PAGE>

Local Currency, (ii) each date of an amendment of any such Letter of Credit
having the effect of increasing the amount thereof (solely with respect to the
increased amount), (iii) each date of any payment by an L/C Issuer under any
Letter of Credit denominated in a Local Currency, and (iv) such additional dates
as the Administrative Agent or the applicable L/C Issuer shall determine or the
Required Lenders shall require.

         "Calculation Period" means, as of any date of determination, the period
of four consecutive fiscal quarters ending on such date or, if such date is not
the last day of a fiscal quarter, ending on the last day of the fiscal quarter
of the Borrower most recently ended prior to such date.

         "Capital Lease Obligations" means the obligations of a Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.

         "Cash Collateralize" has the meaning specified in Section 2.04(g).

         "Cash Pooling Arrangement" means a deposit account arrangement among a
single depository institution, the Borrower and one or more Foreign Subsidiaries
involving the pooling of cash deposits in one or more deposit accounts with such
institution by the Borrower and such Foreign Subsidiaries for cash management
purposes.

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

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary or administrator of any such plan) becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Securities Exchange Act of 1934, except that a person or group shall be
         deemed to have "beneficial ownership" of all securities that such
         person or group has the right to acquire (such right, an "option
         right"), whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of 30% or more of the
         equity securities of such Person entitled to vote for members of the
         board of directors or equivalent governing body of such Person on a
         fully-diluted basis (and taking into account all such securities that
         such person or group has the right to acquire pursuant to any option
         right); or

                  (b) occupation of a majority of the seats (other than vacant
         seats) on the board of directors of the Borrower by Persons who were
         neither (i) nominated by the board of directors of the Borrower nor
         (ii) appointed by directors so nominated.

         "Class", as applied to Lenders, means each of the following five
classes of Lenders: (a) Lenders having Revolving Loan Exposure, (b) Lenders
having Tranche A-1 Term Loan Exposure, (c) Lenders having Tranche A-2 Term Loan
Exposure, (d) Lenders having Tranche B Term Loan Exposure and (e) Lenders having
a Local Currency Loan Exposure.

                                       7
<PAGE>

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

         "Code" means the Internal Revenue Code of 1986.

         "Collateral" means, collectively, the Pledged Collateral and, during
any period that the Borrower and the Guarantors are required to provide
additional security pursuant to Section 6.13, all of the domestic real, personal
and mixed property (including Equity Interests) in which Liens are purported to
be granted pursuant to the other Collateral Documents as security for the
Obligations; provided that, for the avoidance of doubt, all IP Rights and all
Equity Interests in Material Foreign Subsidiaries, in each case owned by the
Borrower or any Guarantor, shall be deemed to be domestic personal property for
purposes of this definition; provided further that in no event shall the
"Collateral" include Receivables and Related Security transferred to one or more
Receivables Subsidiaries pursuant to the terms of a Permitted Receivables
Financing.

         "Collateral Documents" means (a) the Pledge Agreement, (b) during any
period that the Borrower and the Guarantors are required to provide additional
security pursuant to Section 6.13, the Security Agreement and the Mortgages, and
(c) all other instruments or documents delivered by any Loan Party pursuant to
this Agreement or any of the other Loan Documents in order to grant to the
Administrative Agent, on behalf of the Lenders, a Lien on any real, personal or
mixed property (including Equity Interests) of that Loan Party as security for
the Obligations.

         "Combined Financial Statements" means the Unaudited Pro Forma Combined
Financial Statements of the Borrower and Apogent incorporated by reference into
the Borrower's Form S-4 and filed by the Borrower with the SEC on April 16,
2004.

         "Commitment" means, as to each Lender, its obligation, if any, to (a)
make Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Lender's name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

         "Committed Loan" has the meaning specified in Section 2.01.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

         "Compensation Period" has the meaning specified in Section 2.15(c)(ii).

                                       8
<PAGE>

         "Competitive Bid" means an offer by a Revolving Lender to make a
Competitive Local Currency Loan pursuant to Section 2.06 substantially in the
form of Exhibit H.

         "Competitive Bid Accept/Reject Letter" means a notification made by the
Borrower pursuant to Section 2.06(c) substantially in the form of Exhibit I.

         "Competitive Bid Rate" means, as to any Competitive Bid, (a) in the
case of a Eurocurrency Competitive Local Currency Loan, the sum of (i) the
Applicable Eurocurrency Margin and (ii) the Screen Rate, and (b) in the case of
a Fixed Rate Competitive Local Currency Loan, the fixed rate of interest offered
by the Revolving Lender making such Competitive Bid.

         "Competitive Bid Request" means a request made pursuant to Section 2.06
substantially in the form of Exhibit J.

         "Competitive Local Currency Borrowing" means a Borrowing consisting of
a Competitive Local Currency Loan or concurrent Competitive Local Currency Loans
from the Revolving Lender or Revolving Lenders whose Competitive Bids for such
Borrowing have been accepted under the bidding procedure described in Section
2.06.

         "Competitive Local Currency Loan" has the meaning assigned to such term
in Section 2.06. Each Competitive Local Currency Loan shall be a Eurocurrency
Competitive Local Currency Loan or a Fixed Rate Competitive Local Currency Loan.

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

         "Consolidated Cash Interest Charges" means, for any period, the excess
of (a) the sum (without duplication) of (i) the interest expense (including
imputed interest expense in respect of Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP, (ii) any interest accrued during such period in
respect of Indebtedness of the Borrower or any Subsidiary that is required to be
capitalized rather than included in consolidated interest expense for such
period in accordance with GAAP, (iii) any cash payments made during such period
in respect of obligations referred to in clause (b)(ii) below that were
amortized or accrued in a previous period, and (iv) interest-equivalent costs
associated with any Permitted Receivables Financing, whether accounted for as
interest expense or loss on the sale of receivables, minus (b) the sum (without
duplication) of (i) to the extent included in such consolidated interest expense
for such period, non-cash amounts attributable to amortization of financing
costs previously paid, (ii) to the extent included in such consolidated interest
expense for such period, non-cash amounts attributable to amortization of debt
discounts, accrued interest payable in kind or interest that is capitalized and
added to principal rather than being paid in cash, in each case for such period,
and (iii) to the extent included in such consolidated interest expense for such
period, with respect to any non-wholly-owned Subsidiary, the percentage of such
Subsidiary's interest expense (including imputed interest expense in respect of
Capital Lease Obligations) for such period, and the percentage of any cash
payment described in clause (a)(iii) above made by such Subsidiary during such
period, in each case attributable to the minority equity interest in such
Subsidiary determined on a consolidated basis in accordance with GAAP.
Consolidated Cash Interest Charges shall be calculated giving effect

                                       9
<PAGE>

to the net payments made or received under any interest rate protection
agreements (other than up-front payments made to obtain any such agreement).

         "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum (in each case as determined on
a consolidated basis in accordance with GAAP) of (i) interest expense for such
period, (ii) income tax expense for such period, (iii) all amounts attributable
to depreciation and amortization for such period, (iv) any extraordinary charges
and any losses on sales of assets outside of the ordinary course of business for
such period, (v) all non-cash charges for such period (including amortization of
debt discounts, but excluding (A) any such charge that consists of a write-down
or write-off of any current asset and (B) any non-cash charges related to the
Merger), (vi) non-cash expenses attributable to grants of stock options
(including, without limitation, performance units, stock appreciation rights,
restricted stock units or dividend equivalents payable solely in shares of
stock), (vii) charges representing anticipated cash payments to be made in a
future period, (viii) cash charges and expenses attributable to the purchase,
redemption, retirement, acquisition, cancellation or termination of any
Indebtedness and the establishment, amendment or refinancing of any Permitted
Receivables Financing and the credit facilities established under this
Agreement, (ix) cash and non-cash charges related to the Merger (including
related integration costs of the Borrower and its Subsidiaries) and incurred
prior to the second anniversary of the consummation of the Merger in an
aggregate amount not to exceed $250,000,000, (x) other unusual and non-recurring
cash charges not exceeding $75,000,000 in the aggregate for all periods after
the Closing Date, and (ix) non-cash expenses attributable to grants of stock and
restricted stock and other non-cash stock-based awards (including but not
limited to performance units, stock appreciation rights, restricted stock units
or dividend equivalents payable solely in shares of stock), and minus (b)
without duplication and to the extent included in determining such Consolidated
Net Income, any extraordinary gains and any gains on sales of assets outside of
the ordinary course of business for such period, all determined on a
consolidated basis in accordance with GAAP. For purposes of calculating the
Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio and for
purposes of determining whether a proposed acquisition is a Permitted
Acquisition pursuant to clause (f) of the definition of "Permitted Acquisition,"
Consolidated EBITDA of the Borrower for any Calculation Period shall be
calculated on a Pro Forma Basis, provided that (other than in connection with
determining whether a proposed acquisition is a Permitted Acquisition pursuant
to clause (f) of the definition of "Permitted Acquisition") the calculation of
Consolidated EBITDA shall only be adjusted pursuant to the definition of "Pro
Forma Basis" (A) to include the Consolidated EBITDA of any Acquired Business
(including any permitted pro forma cost savings relating thereto) the
acquisition of which was consummated during such Calculation Period and (B) to
exclude the Consolidated EBITDA of any Sold Business the sale, transfer or other
disposal of which was consummated during such Calculation Period.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, the sum (without duplication) of (a) the aggregate principal
amount of Indebtedness of the Borrower and its Subsidiaries outstanding as of
such date, in the amount that would be reflected on a balance sheet prepared as
of such date on a consolidated basis in accordance with GAAP, (b) the aggregate
principal amount of Indebtedness outstanding as of such date of Persons other
than the Borrower and its Subsidiaries, in the amount that would be reflected on
a balance sheet of any

                                       10
<PAGE>

such Person prepared as of such date on a consolidated basis in accordance with
GAAP, to the extent Guaranteed by the Borrower or any Subsidiary and (c)
Receivables Financing Debt as of such date; provided that in calculating
Consolidated Funded Indebtedness in connection with determining whether a
proposed acquisition is a Permitted Acquisition pursuant to clause (f) of the
definition of "Permitted Acquisition," pro forma effect shall be given to
include the Consolidated Funded Indebtedness of any Acquired Business (actually
acquired or proposed to be acquired) as of such date of determination.

         "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the Calculation Period
ending on such date to (b) Consolidated Cash Interest Charges for such
Calculation Period.

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the Calculation Period ending on such date.

         "Consolidated Net Income" means, for any period, the net income or loss
of the Borrower and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the net income of any Subsidiary (other than a Guarantor) to the
extent that the distribution of such net income by such Subsidiary to a Loan
Party or a Guarantor (directly or indirectly, by dividends, payment of
intercompany indebtedness or otherwise) is restricted by the terms of any
contract or agreement, (b) to the extent included therein in accordance with
GAAP, any unrealized losses and gains for such period resulting from
mark-to-market of Swap Contracts and (c) to the extent included therein in
accordance with GAAP, the income or loss of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with the Borrower or
any Subsidiary or the date that such Person's assets are acquired by the
Borrower or any Subsidiary.

         "Consolidated Senior Leverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness as of such date
(excluding any Subordinated Indebtedness included in Consolidated Funded
Indebtedness as of such date) to (b) Consolidated EBITDA for the Calculation
Period ending on such date.

         "Consolidated Total Assets" means, as of any date of determination, the
total assets of the Borrower and its Subsidiaries on a consolidated basis, as
determined in accordance with GAAP.

         "Contractual Obligation" means, as to any Person, any provision of any
material security issued by such Person or of any material agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its material property is bound.

         "Control" has the meaning specified in the definition of "Affiliate."

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         "Debt Ratings" has the meaning specified in the definition of
"Applicable Debt Rating."

                                       11
<PAGE>

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

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would, unless cured or waived, become an Event of Default.

         "Default Rate" means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum, in all cases to the fullest extent permitted by
applicable Laws.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disclosed Matters" means all matters disclosed in public filings of
the Borrower with the SEC prior to the Closing Date.

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

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

         "Dollar Equivalent" means, as of any date of determination, (a) with
respect to any amount denominated in Dollars, such amount, and (b) with respect
to any amount denominated in any Local Currency, the equivalent amount thereof
in Dollars as determined by the Administrative Agent or the applicable L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Calculation Date) for the purchase of
Dollars with such Local Currency.

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

         "Eligible Assignee" has the meaning specified in Section 10.07(g).

                                       12
<PAGE>

         "EMU Legislation" means the legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European Currency.

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders and
legally binding decrees, permits, agreements or governmental restrictions
promulgated by or entered into with any Governmental Authority relating to
pollution and the protection of the environment or the Release of any Hazardous
Materials into the environment, including those related to air emissions and
discharges to waste or public systems.

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

         "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such Equity Interests.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

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

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) the incurrence or reasonably likely incurrence by the Borrower or any
ERISA Affiliate of any liability with respect to a withdrawal by the Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during
a plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) the incurrence or reasonably
likely incurrence by the Borrower or any ERISA Affiliate of any liability with
respect to a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC

                                       13
<PAGE>

premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

         "Eurocurrency Competitive Local Currency Borrowing" means a Competitive
Local Currency Borrowing comprised of Loans bearing interest based on the Screen
Rate.

         "Eurocurrency Competitive Local Currency Loan" means a Competitive
Local Currency Loan bearing interest based on the Screen Rate.

         "Eurodollar Rate" means for any Interest Period with respect to a
Eurodollar Rate Loan:

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

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

         (c) if the rates referenced in the preceding clauses (a) and (b) are
not available, the rate per annum determined by the Administrative Agent as the
rate of interest at which deposits in Dollars for delivery on the first day of
such Interest Period in Same Day Funds in the approximate amount of the
Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of
America's London Branch to major banks in the London interbank market at their
request at approximately 4:00 p.m. (London time) two Business Days prior to the
first day of such Interest Period.

         "Eurodollar Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" has the meaning specified in Section 8.01.

         "Existing Credit Agreement" means that certain Amended and Restated
Credit Agreement dated as of February 14, 2003, as amended and restated as of
September 10, 2003 and as amended December 3, 2003 and February 25, 2004, among
the Borrower, Deutsche Bank Securities Inc., as successor to JPMorgan Chase
Bank, as administrative agent, and a syndicate of lenders.

                                       14
<PAGE>

         "Existing Indebtedness" means (a) the Existing Subordinated
Indebtedness, (b) the Existing Credit Agreement, (c) the Apogent Credit
Agreement, (d) the 2.50% Convertible Senior Notes due 2023 issued pursuant to
that certain Indenture dated as of July 7, 2003 between the Borrower and J.P.
Morgan Trust Company, National Association, as Trustee, (e) the 7 1/8% Senior
Debt Securities due 2005 issued pursuant to that certain Indenture dated as of
December 18, 1995 between the Borrower and J.P. Morgan Trust Company, National
Association, as successor to Mellon Bank, N.A., as Trustee, (f) the Apogent
CODES and (g) the 8% Senior Notes due 2011 issued pursuant to that certain
Indenture dated as of April 4, 2001 between Apogent and The Bank of New York, as
Indenture Trustee, in each case in an aggregate principal amount not to exceed
that outstanding on the Closing Date.

         "Existing Letters of Credit" means the letters of credit set forth on
Schedule 2.04.

         "Existing Receivables Purchase Agreement" means that certain Amended
and Restated Receivables Purchase Agreement dated as of February 14, 2003 among
Cole-Parmer Instrument Company, Fisher Clinical Services Inc., Fisher Hamilton
L.L.C. and Fisher Scientific Company L.L.C., as Originators, the Borrower, as
Originator Agent and FSI Receivables Company LLC, as Buyer.

         "Existing Receivables Transfer Agreement" means that certain
Receivables Transfer Agreement dated as of February 14, 2003 among FSI
Receivables Company LLC, as Transferor, the Borrower, as Servicer, Blue Ridge
Asset Funding Corporation, Wachovia Bank, National Association, individually, as
Blue Ridge Agent and as Administrative Agent, Liberty Street Funding Corp. and
The Bank of Nova Scotia, individually and as Liberty Street Agent, as amended by
that certain First Amendment to Receivable Transfer Agreement dated as of
February 12, 2004.

         "Existing Subordinated Indebtedness" means (a) the 8 1/8% Senior
Subordinated Notes due 2012 issued pursuant to that certain Indenture dated as
of April 24, 2002 between the Borrower and J.P. Morgan Trust Company, National
Association, as Trustee, (b) the 8% Senior Subordinated Notes due 2013 issued
pursuant to that certain Indenture dated as of August 20, 2003 between the
Borrower and J.P. Morgan Trust Company, National Association, as Trustee, (c)
the 3.25% Convertible Senior Subordinated Notes due March 1, 2024 issued
pursuant to that certain Supplemental Indenture dated as of March 3, 2004
between the Borrower and J.P. Morgan Trust Company, National Association, as
Trustee, and (d) the Apogent Senior Subordinated Notes, in each case in an
aggregate principal amount not to exceed that outstanding on the Closing Date.

         "Facilities" means any and all real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by the Borrower or any of its Subsidiaries or
any of their respective predecessors or Affiliates.

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such

                                       15
<PAGE>

transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the
Administrative Agent.

         "Fee Letter" means the letter agreement dated May 14, 2004 among the
Borrower, the Administrative Agent and Banc of America Securities LLC.

         "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (a) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than senior Liens permitted by Section 7.01) and (b) such Lien is the only Lien
(other than Liens permitted by Section 7.01) to which such Collateral is
subject; provided that, with respect to any Collateral in which a Lien is
granted by the Borrower and the Guarantors pursuant to Section 6.13, such
perfection and priority shall be subject to such exceptions as may be agreed
between the Borrower and the Administrative Agent at the time such additional
Lien is granted.

         "Fixed Rate Borrowing" means a Competitive Local Currency Borrowing
comprised of Fixed Rate Competitive Local Currency Loans.

         "Fixed Rate Competitive Local Currency Loan" means any Competitive
Local Currency Loan bearing interest at a fixed percentage rate per annum
(expressed in the form of a decimal to no more than four decimal places)
specified by the Revolving Lender making such Loan in its Competitive Bid.

         "Flood Hazard Property" means a Mortgaged Property or an Additional
Mortgaged Property located in an area designated by the Federal Emergency
Management Agency as having special flood or mud slide hazards.

         "Foreign Lender" has the meaning specified in Section 10.16(a)(i).

         "Foreign Subsidiary" means any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

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

         "Fund" has the meaning specified in Section 10.07(g).

         "Funding Date" means the date of funding of a Loan.

         "GAAP" means generally accepted accounting principles in the United
States.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial,

                                       16
<PAGE>

taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

         "Governmental Authorization" means any permit, license, registration,
authorization, plan, directive, accreditation, consent, order or consent decree
of or from, or notice to, any Governmental Authority.

         "Granting Lender" has the meaning specified in Section 10.07(h).

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

         "Guarantors" means the Material Domestic Subsidiaries of the Borrower
that execute and deliver a counterpart of the Guaranty on the Closing Date or
from time to time thereafter pursuant to Section 6.12, provided that in no case
shall any Material Domestic Subsidiary of Apogent be required to be a Guarantor
hereunder; provided further that (a) the Borrower shall have the right, in its
sole discretion, to designate any Subsidiary that is not a Material Domestic
Subsidiary as a Guarantor, and such Subsidiary shall be a "Guarantor" for all
purposes under this Agreement so long as the Borrower has not otherwise revoked,
in its sole discretion, such designation and (b) the designation of any
Guarantor designated as such pursuant to clause (a) of this proviso may only be
revoked by the Borrower if all Dispositions and Restricted Payments made by the
Borrower and any of its Subsidiaries to such Guarantor during the period such
Guarantor was so designated would have been permitted hereunder if such
Guarantor had been a non-Guarantor Subsidiary during such period.

         "Guaranty" means the Guaranty made by the Borrower and the Guarantors
in favor of the Administrative Agent and the Lenders, substantially in the form
of Exhibit E.

                                       17
<PAGE>

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of similar nature regulated pursuant to any
Environmental Law.

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

         "Incremental Term Loan" has the meaning specified in Section 2.03.

         "Incremental Term Loan Amendment" has the meaning specified in Section
2.03.

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

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

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

                  (c) net obligations of such Person under any Swap Contract;

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

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

                  (f) Capital Lease Obligations and Synthetic Lease Obligations;
         and

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

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any Synthetic Lease Obligation as of any
date shall be deemed to be the capitalized amount of the remaining lease
payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.

                                       18
<PAGE>

         "Indemnified Liabilities" has the meaning specified in Section 10.05.

         "Indemnitees" has the meaning specified in Section 10.05.

         "Information" has the meaning specified in Section 10.08.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Tranche A-1 Term Loan Maturity Date, the Tranche A-2 Term Loan Maturity Date,
the Tranche B Term Loan Maturity Date or the Revolving Loan Maturity Date, as
the case may be; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Tranche A-1 Term Loan Maturity Date, the Tranche A-2 Term Loan Maturity Date,
the Tranche B Term Loan Maturity Date or the Revolving Loan Maturity Date, as
the case may be.

         "Interest Period" means, (a) as to each Eurodollar Rate Loan, the
period commencing on the date such Eurodollar Rate Loan is disbursed or
converted to or continued as a Eurodollar Rate Loan and ending on the date one,
two, three or six months thereafter, as selected by the Borrower in its
Committed Loan Notice (b) as to any Fixed Rate Borrowing, the period commencing
on the date of such Borrowing and ending on the date specified in the applicable
Competitive Bid Request, (c) as to any Eurocurrency Competitive Local Currency
Borrowing, the period commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request, which shall be the
numerically corresponding day in the calendar month that is one, two, three, six
or nine months thereafter and (d) as to any Negotiated Local Currency Borrowing,
the period commencing on the date of such Borrowing and ending on a day mutually
agreed upon by the applicable Lender and the applicable Borrower (which shall
not be later than twelve months after the date of such Borrowing or any renewal
thereof); provided that:

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

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

                  (iii) no Interest Period with respect to any portion of the
         Revolving Loans shall extend beyond the Revolving Loan Maturity Date;

                  (iv) no Interest Period with respect to any portion of the
         Tranche A-1 Term Loans shall extend beyond the Tranche A-1 Term Loan
         Maturity Date;

                                       19
<PAGE>

                  (v) no Interest Period with respect to any portion of the
         Tranche A-2 Term Loans shall extend beyond the Tranche A-2 Term Loan
         Maturity Date;

                  (vi) no Interest Period with respect to any portion of the
         Tranche B Term Loans shall extend beyond the Tranche B Term Loan
         Maturity Date;

                  (vii) no Interest Period with respect to any portion of the
         Tranche A-1 Term Loans, the Tranche A-2 Term Loans or the Tranche B
         Term Loans shall extend beyond a date on which the Borrower is required
         to make a scheduled payment of principal of the Tranche A-1 Term Loans,
         the Tranche A-2 Term Loans or the Tranche B Term Loans, as the case may
         be, unless the sum of (i) the aggregate principal amount of such Term
         Loans that are Base Rate Loans plus (ii) the aggregate principal amount
         of such Term Loans that are Eurodollar Rate Loans with Interest Periods
         expiring on or before such date equals or exceeds the principal amount
         required to be paid on such Term Loans on such date.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or other securities of another Person,
(b) a loan, advance or capital contribution to, Guarantee or assumption of debt
of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture
interest in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IP Collateral" means the IP Rights owned by the Borrower and each
Guarantor; provided that, with respect to any IP Collateral in which a Lien is
granted by the Borrower and the Guarantors pursuant to Section 6.13, such IP
Collateral shall be subject to such exceptions as may be agreed between the
Borrower and the Administrative Agent at the time such additional Lien is
granted.

         "IP Filing Office" means the United States Patent and Trademark Office,
the United States Copyright Office or any successor or substitute office in
which filings are necessary or, in the opinion of the Administrative Agent,
desirable in order to create or perfect Liens on any IP Collateral.

         "IP Rights" has the meaning specified in Section 5.17.

         "IRS" means the United States Internal Revenue Service.

         "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

         "Issuer Documents" means, with respect to any Letter of Credit, the
Letter of Credit Application, and any other document, agreement and instrument
entered into by the applicable

                                       20
<PAGE>

L/C Issuer and the Borrower (or any Subsidiary) or in favor of such L/C Issuer
and relating to any such Letter of Credit.

         "Judgment Currency" has the meaning specified in Section 10.21.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, regulations, ordinances and codes,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders of, and agreements with, any
Governmental Authority.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.
All L/C Advances shall be denominated in Dollars.

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

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

         "L/C Issuer" means, with respect to any Letter of Credit, the Revolving
Lender that agrees or is otherwise obligated to issue such Letter of Credit,
determined as provided in Section 2.04(b)(ii).

         "L/C Obligations" means, as of any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if as of any date of determination a Letter of Credit has expired by
its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
"outstanding" in the amount so remaining available to be drawn.

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

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder and
shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit. Letters of Credit may
be issued in Dollars or in a Local Currency.

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

                                       21
<PAGE>

         "Letter of Credit Expiration Date" means the day that is five days
prior to the Revolving Loan Maturity Date then in effect (or, if such day is not
a Business Day, the next preceding Business Day).

         "Letter of Credit Fee" has the meaning specified in Section 2.04(i).

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$200,000,000 and (b) the Revolving Loan Commitments. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, and any financing lease having
substantially the same economic effect as any of the foregoing).

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan, Local Currency Loan or a Swing Line
Loan.

         "Loan Documents" means this Agreement, each Issuer Document, the Fee
Letter, the Guaranty and the Collateral Documents.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Local Currency" means any currency other than Dollars as to which a
Spot Rate may be calculated.

         "Local Currency Borrowing" means a Borrowing comprised of Local
Currency Loans.

         "Local Currency Equivalent" means, as of any date of determination with
respect to any amount in Dollars in relation to any specified Local Currency,
the amount of such specified Local Currency that may be purchased with such
amount of Dollars at the relevant Spot Rate on such date.

         "Local Currency Loan" means any Loan denominated in a Local Currency
that is made by a Revolving Lender pursuant to Section 2.06. Each Local Currency
Loan shall be either a Competitive Local Currency Loan or a Negotiated Local
Currency Loan.

         "Local Currency Loan Exposure" means, as of any date of determination,
the Dollar Equivalent of the aggregate principal amount of all outstanding Local
Currency Loans at such time.

         "Local Currency Sublimit" means $200,000,000. The Local Currency
Sublimit is part of, and not in addition to, the Aggregate Commitments.

         "Local Letter of Credit" means any Letter of Credit that provides for
the payment of drawings in a Local Currency.

                                       22
<PAGE>

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

         "Material Domestic Subsidiary" means any Domestic Subsidiary that is a
Material Subsidiary.

         "Material Foreign Subsidiary" means any Material Subsidiary if such
Material Subsidiary is not a Domestic Subsidiary; provided that in no case shall
FSWH II C.V. be a Material Foreign Subsidiary hereunder.

         "Material Real Property Asset" means a Real Property Asset located in
the United States having a fair market value exceeding $5,000,000.

         "Material Subsidiary" means each Subsidiary of the Borrower now
existing or hereafter acquired or formed by the Borrower which, on a
consolidated basis for such Subsidiary and its Subsidiaries, (a) for the
applicable Calculation Period accounted for more than 5% of the consolidated
revenues of the Borrower and its Subsidiaries or (b) as of the last day of such
Calculation Period, was the owner of more than 5% of the Consolidated Total
Assets of the Borrower and its Subsidiaries; provided that in no event shall FSI
Receivables Company LLC be a Material Subsidiary. In determining whether any
Subsidiary is a Material Subsidiary, pro forma effect shall be given to any
Acquired Business as if the acquisition of such Acquired Business had been made
on the first day of such Calculation Period.

          "Merger" means the acquisition by the Borrower of all of the
outstanding common stock of Apogent and the merger of Fox Merger Corporation
into Apogent in accordance with the Merger Agreement and the Articles of Merger.

         "Merger Agreement" means that certain Amended and Restated Agreement
and Plan of Merger dated as of April 16, 2004 by and among the Borrower, Apogent
and Fox Merger Corporation.

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

         "Mortgage" means (a) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, in form and substance satisfactory to the Administrative Agent
in its reasonable discretion, or (b) at the Administrative Agent's option, in
the case of an Additional Mortgaged Property, an amendment to an existing
Mortgage, in form satisfactory to the Administrative Agent, adding such
Additional Mortgaged Property to the Material Real Property Assets encumbered by
such existing Mortgage. "Mortgages" means all such instruments, including any
Additional Mortgages, collectively.

         "Mortgaged Properties" has the meaning specified in Schedule 6.13.

                                       23
<PAGE>

         "Mortgage Policies" has the meaning specified in Schedule 6.13.

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

         "Negotiated Local Currency Loan" has the meaning assigned to such term
in Section 2.06(b).

         "Negotiated Local Currency Loan Agreement" has the meaning assigned to
such term in Section 2.06(b).

         "Non-Consenting Lender" has the meaning specified in Section 10.17.

         "Non-Extension Notice Date" has the meaning specified in Section
2.04(b)(iv).

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

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

         "Other Taxes" has the meaning specified in Section 3.01(b).

         "Outstanding Amount" means (a) with respect to any Loans as of any date
of determination, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments thereof occurring on such date; and (b) with respect to any L/C
Obligations as of any date of determination, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

                                       24
<PAGE>

         "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the applicable L/C
Issuer, or the Swing Line Lender, as the case may be, in accordance with banking
industry rules on interbank compensation, and (b) with respect to any amount
denominated in a Local Currency, the rate of interest per annum at which
overnight deposits in the applicable Local Currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would
be offered for such day by a branch or Affiliate of Bank of America in the
applicable offshore interbank market for such currency to major banks in such
interbank market.

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

         "Participating Member State" means each state so described in any EMU
Legislation.

         "PBGC" means the Pension Benefit Guaranty Corporation.

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

         "Permitted Acquisition" means any transaction or series of related
transactions for the acquisition by the Borrower or a Subsidiary of Equity
Interests in a Person or assets constituting a division or line of business of a
Person or of all or substantially all of the property of a Person if (a) the
business or businesses engaged in by such Person, division or line of business
are permitted by Section 7.07, (b) no Default has occurred and is continuing or
would result therefrom, (c) all transactions related thereto are consummated in
all material respects in accordance with applicable Laws, (d) in the case of an
acquisition of Equity Interests in a Person, such Person shall become a direct
or indirect Subsidiary of the Borrower, (e) all actions required to be taken, if
any, with respect to each Subsidiary or asset resulting from such acquisition
under Sections 6.12 and, to the extent applicable, 6.13(a) and (b) shall be
taken, (f) the Borrower and the Subsidiaries are in compliance with the
covenants contained in Sections 7.10(b) and (c) on a Pro Forma Basis, and (g)
the Borrower has delivered to the Administrative Agent a certificate signed by a
financial officer to the effect set forth in clauses (a), (b), (d) and (f)
above, together with all relevant financial information for the Person or assets
being acquired and, with respect to clause (f), including reasonably detailed
calculations demonstrating compliance therewith; provided that clauses (f) and
(g) shall not apply to any such acquisition that involves a value of $50,000,000
or less.

         "Permitted Encumbrances" means:

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

                                       25
<PAGE>

         (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
         or other like Liens arising in the ordinary course of business which
         are not overdue for a period of more than 60 days or which are being
         contested in good faith and by appropriate proceedings diligently
         conducted, if adequate reserves with respect thereto are maintained on
         the books of the applicable Person;

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

         (d) deposits to secure the performance of bids, trade contracts and
         leases (other than Indebtedness), statutory obligations, surety bonds
         (other than bonds related to judgments or litigation), performance
         bonds and other obligations of a like nature incurred in the ordinary
         course of business;

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

         (f) Liens securing judgments for the payment of money not constituting
         an Event of Default under Section 8.01(h) or securing appeal or other
         surety bonds related to such judgments; and

         (g) customary rights of setoff upon deposit accounts and securities
         accounts of cash in favor of banks or other depository institutions and
         securities intermediaries; provided that (i) such deposit account or
         securities account is not a dedicated cash collateral account and is
         not subject to restrictions against access by the Borrower or any of
         its Subsidiaries owning the affected deposit account or other funds
         maintained with a creditor depository institution in excess of those
         set forth by regulations promulgated by the FRB or any foreign
         regulatory agency performing an equivalent function, and (ii) such
         deposit account or securities account is not intended by the Borrower
         or any of its Subsidiaries to provide collateral (other than such as is
         ancillary to the establishment of such deposit account or securities
         account) to the depository institution.

         "Permitted Investments" means:

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

                  (b) marketable direct obligations issued by any state of the
         United States, or any political subdivision of any such state or any
         public instrumentality thereof, maturing within one year from the date
         of acquisition thereof and, at the time of acquisition, having either
         the highest, the second highest or the third-highest credit ratings
         obtainable (i.e., "A" or better) from S&P or Moody's;

                                       26
<PAGE>

                  (c) investments in commercial paper (i) maturing within one
         year from the date of acquisition thereof and (ii) (A) issued by any
         Lender (or the parent company of such Lender), (B) issued by any
         domestic office of any commercial bank (or the parent company of such
         bank) organized under the laws of the United States or any State
         thereof and rated, at the date of acquisition, at least A-2 or the
         equivalent thereof by S&P or at least P-2 or the equivalent thereof by
         Moody's or (C) issued by, or guaranteed by, any industrial or financial
         company and having, at the date of acquisition, either the highest, the
         second-highest or the third-highest credit rating obtainable (i.e., "A"
         or better) from S&P or from Moody's;

                  (d) investments in Dollar-denominated certificates of deposit,
         banker's acceptances and time deposits maturing within one year from
         the date of acquisition thereof issued or guaranteed by or placed with,
         and money market deposit accounts issued or offered by, (i) any Lender
         or (ii) any domestic office of any commercial bank organized under the
         laws of the United States or any State thereof (or the holding company
         of such bank) whose short-term commercial paper (or that of its parent
         company) has the highest or second highest credit rating obtainable
         from S&P or from Moody's;

                  (e) investments in money market deposit accounts of which
         substantially all the assets are securities of the types described in
         clauses (c) through (d) of this definition; and

                  (f) in the case of investments by a Foreign Subsidiary,
         investments in certificates of deposit, banker's acceptances and time
         deposits maturing within twelve months from the date of acquisition
         thereof issued or guaranteed by or placed with any bank organized under
         the laws of Canada, Japan or any Member State of the European Union
         whose short-term commercial paper rating has the highest or the
         second-highest credit rating obtainable from S&P or from Moody's.

         "Permitted Receivables Financing" means any financing arrangement
pursuant to which the Borrower or one or more of its Subsidiaries (or a
combination thereof) realizes cash proceeds in respect of Receivables and
Related Security by selling or otherwise transferring such Receivables and
Related Security (on a non-recourse basis, other than Standard Securitization
Undertakings) to one or more Receivables Subsidiaries, and such Receivables
Subsidiary or Receivables Subsidiaries realize cash proceeds in respect of such
Receivables and Related Security pursuant to a revolving committed financing
arrangement; provided that (a) the Borrower shall deliver to the Administrative
Agent copies of all documentation entered into in connection with any such
financing arrangements and (b) the Borrower represents, in a certificate of a
financial officer delivered to the Administrative Agent, that the terms and
conditions of such financing arrangements are customary for accounts receivable
securitization financings. It is understood that the financing arrangements
provided for pursuant to the Existing Receivables Purchase Agreement and the
Existing Receivables Transfer Agreement, as in effect on the Effective Date,
constitute a Permitted Receivables Financing; provided that the proviso to the
preceding sentence shall have been satisfied with respect thereto.

                                       27
<PAGE>

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

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pledge Agreement" means the Pledge Agreement executed and delivered by
the Borrower and the Pledgors (as such term is defined therein) in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit F.

         "Pledged Collateral" means, collectively, the "Pledged Collateral" as
defined in the Pledge Agreement and, during any period that the Borrower and the
Guarantors are required to provide additional security pursuant to Section 6.13,
"Pledged Collateral" as defined in the Security Agreement.

         "Pro Forma Basis", with respect to any applicable determination of
Consolidated EBITDA for any Calculation Period, means adjusting the calculation
of Consolidated EBITDA for such Calculation Period (a) to include the
Consolidated EBITDA of each Acquired Business (actually acquired or proposed to
be acquired) prior to the date of determination of such Calculation Period and
not subsequently sold, transferred or otherwise disposed of prior to the date of
determination of such Calculation Period, based on (i) the Consolidated EBITDA
of such Acquired Business for such Calculation Period (as if such Acquired
Business was acquired on the first day of such Calculation Period) and (ii)
giving pro forma effect, in the portion of such Calculation Period occurring
prior to the date of acquisition of such Acquired Business, to identified cost
savings from such Acquired Business, but only to the extent such cost savings
would be permitted in a pro forma financial statement prepared in compliance
with Regulation S-X, and (b) to exclude the Consolidated EBITDA of any Sold
Business sold, transferred or otherwise disposed of prior to the date of
determination of such Calculation Period, based on the Consolidated EBITDA of
such Sold Business for such Calculation Period (as if such Sold Business was
sold, transferred or otherwise disposed of on the first day of such Calculation
Period). For purposes of determining the Consolidated EBITDA of an Acquired
Business or Sold Business, references in the definitions of "Consolidated
EBITDA" and "Consolidated Net Income" to the Borrower and its Subsidiaries shall
be deemed to refer to such Acquired Business or Sold Business, as applicable.

         "Pro Rata Share" means (a) with respect to all payments, computations
and other matters relating to the Tranche A-1 Term Loan Commitment or the
Tranche A-1 Term Loan of any Lender, the percentage obtained by dividing (i) the
Tranche A-1 Term Loan Exposure of that Lender by (ii) the aggregate Tranche A-1
Term Loan Exposure of all Lenders, (b) with respect to all payments,
computations and other matters relating to the Tranche A-2 Term Loan Commitment
or the Tranche A-2 Term Loan of any Lender, the percentage obtained by dividing
(i) the Tranche A-2 Term Loan Exposure of that Lender by (ii) the aggregate
Tranche A-2 Term Loan Exposure of all Lenders, (c) with respect to all payments,
computations and other matters relating to the Tranche B Term Loan Commitment or
the Tranche B Term Loan of any Lender, the percentage obtained by dividing (i)
the Tranche B Term Loan Exposure of that Lender by (ii) the aggregate Tranche B
Term Loan Exposure of all Lenders, (d) with respect to all payments,

                                       28
<PAGE>

computations and other matters relating to the Revolving Loan Commitment or the
Revolving Loans of any Lender or any Letters of Credit issued or participations
therein deemed purchased by any Lender or any participations in any Swing Line
Loans deemed purchased by any Lender, the percentage obtained by dividing (i)
the Revolving Loan Exposure of that Lender by (ii) the aggregate Revolving Loan
Exposure of all Lenders, and (e) for all other purposes with respect to each
Lender, the percentage obtained by dividing (i) the sum of the Tranche A-1 Term
Loan Exposure of that Lender plus the Tranche A-2 Term Loan Exposure of that
Lender plus the Tranche B Term Loan Exposure of that Lender plus the Revolving
Loan Exposure of that Lender by (ii) the sum of the aggregate Tranche A-1 Term
Loan Exposure of all Lenders plus the aggregate Tranche A-2 Term Loan Exposure
of all Lenders plus the aggregate Tranche B Term Loan Exposure of all Lenders
plus the aggregate Revolving Loan Exposure of all Lenders, in any such case as
the applicable percentage may be adjusted by assignments permitted by Section
10.07. The initial Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

         "Real Property Asset" means any interest owned by any Loan Party (other
than any Foreign Subsidiary) in any real property.

         "Receivable" means an Account owing to the Borrower or any Subsidiary,
whether now existing or hereafter arising, together with all cash collections
and other cash proceeds in respect of such Account, including all yield, finance
charges or other related amounts accruing in respect thereof and all cash
proceeds of Related Security with respect to such Receivable.

         "Receivables Financing Debt" means, as of any date of determination
with respect to any Permitted Receivables Financing, the amount of the
outstanding Receivables subject to such Permitted Receivables Financing that
would be required to discharge all principal obligations to financing parties
(and would not be returned, directly or indirectly, to the Borrower) if all such
Receivables were to be collected at such date in accordance with their
respective terms and such Permitted Receivables Financing were to be terminated
at such date.

         "Receivables Subsidiary" means a wholly-owned Subsidiary of the
Borrower that does not engage in any activities other than participating in one
or more Permitted Receivables Financings and activities incidental thereto;
provided that (a) such Subsidiary does not have any Indebtedness other than (i)
Indebtedness incurred pursuant to a Permitted Receivables Financing owed to
financing parties supported by Receivables and Related Security and (ii)
Subordinated Receivables Transfer Debt and (b) neither the Borrower nor any
Guarantors have any Indebtedness or other obligation of such Subsidiary, other
than Standard Securitization Undertakings.

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

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents,
trustees and advisors of such Person and such Person's Affiliates.

                                       29
<PAGE>

         "Related Security" means, with respect to any Receivable:

                  (a) all of the Borrower's or the applicable Subsidiary's
         right, title and interest in and to any goods, the sale of which gave
         rise to such Receivable;

                  (b) all security pledged, assigned, hypothecated or granted to
         or held by the Borrower or the applicable Subsidiary to secure such
         Receivable;

                  (c) all guaranties, endorsements and indemnifications on, or
         of, any Receivable or any of the foregoing (other than by the Borrower
         or any Subsidiary that is not a Receivables Subsidiary);

                  (d) all powers of attorney for the execution of any evidence
         of indebtedness or security or other writing in connection therewith;

                  (e) all books, records, ledger cards and invoices related to
         such Receivable or any of the foregoing, whether maintained
         electronically, in paper form or otherwise;

                  (f) all evidences of the filing of financing statements and
         other statements and the registration of other instruments in
         connection therewith and amendments thereto, notices to other creditors
         or secured parties, and certificates from filing or other registration
         officers;

                  (g) all credit information, reports and memoranda relating
         thereto;

                  (h) all other writings related thereto; and

                  (i) all proceeds of any of the foregoing.

         "Release" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

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

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice, (d) with respect to a
Negotiated Local Currency Loan, any notice given pursuant to Section 2.06(b),
and (e) with respect to a Competitive Local Currency Loan, a Competitive Bid
Request.

         "Required Class Lenders" means, at any time of determination (a) for
the Class of Lenders having Revolving Loan Exposure, Lenders having or holding
more than 50% of the aggregate Revolving Loan Exposure of all Lenders, (b) for
the Class of Lenders having Tranche

                                       30
<PAGE>

A-1 Term Loan Exposure, Lenders having or holding more than 50% of the aggregate
Tranche A-1 Term Loan Exposure of all Lenders, (c) for the Class of Lenders
having Tranche A-2 Term Loan Exposure, Lenders having or holding more than 50%
of the aggregate Tranche A-2 Term Loan Exposure of all Lenders, (d) for the
Class of Lenders having Tranche B Term Loan Exposure, Lenders having or holding
more than 50% of the aggregate Tranche B Term Loan Exposure of all Lenders, and
(e) for the Class of Lenders having Local Currency Loan Exposure, Lenders having
or holding more than 50% of the aggregate Local Currency Loan Exposure of all
Lenders.

         "Required Lenders" means, as of any date of determination, Lenders
having or holding more than 50% of the sum of the aggregate Tranche A-1 Term
Loan Exposure of all Lenders plus the aggregate Tranche A-2 Term Loan Exposure
of all Lenders plus the aggregate Tranche B Term Loan Exposure of all Lenders
plus the aggregate Revolving Loan Exposure of all Lenders; provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

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

         "Restricted Payment" means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests of the Borrower or any Subsidiary, (b) any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests, or (c) any prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment
with respect to, any Subordinated Indebtedness.

         "Revolving Lender" means a Lender that has a Revolving Loan Commitment
and/or that has an outstanding Revolving Loan.

         "Revolving Loan Commitment" means, as to each Revolving Lender, its
commitment to (a) make Revolving Loans to the Borrower pursuant to Section
2.01(d), (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the Dollar amount set forth under the heading
"Revolving Loan Commitment" opposite such Revolving Lender's name on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement, and "Revolving Loan Commitments"
means such commitments of all Revolving Lenders in the aggregate; provided that,
except with respect to calculations of fees pursuant to Section 2.12, until the
conditions set forth in Section 4.03 are satisfied, the Revolving Loan
Commitments shall be deemed to be $190,000,000.

                                       31
<PAGE>

         "Revolving Loan Exposure", with respect to any Revolving Lender, means,
as of any date of determination (a) prior to the termination of the Revolving
Loan Commitments, that Lender's Revolving Loan Commitment, and (b) after the
termination of the Revolving Loan Commitments, the sum of (i) the aggregate
outstanding principal amount of the Revolving Loans of that Lender plus (ii) in
the event that Lender is an Issuing Lender, the aggregate L/C Obligations in
respect of all Letters of Credit issued by that Lender (in each case net of any
participations purchased by other Lenders in such Letters of Credit or in any
Unreimbursed Amounts thereunder) plus (iii) the aggregate amount of all
participations purchased by that Lender in any outstanding Letters of Credit or
any unreimbursed drawings under any Letters of Credit plus (iv) in the case of
the Swing Line Lender, the aggregate outstanding principal amount of all Swing
Line Loans (net of any assignments thereof purchased by other Revolving Lenders)
plus (v) the aggregate amount of all assignments purchased by that Lender in any
outstanding Swing Line Loans.

         "Revolving Loan Maturity Date" means August 2, 2009.

         "Revolving Loans" means the Loans made by the Revolving Lenders to the
Borrower pursuant to Section 2.01(d).

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

         "Same Day Funds" means (a) with respect to disbursements and payments
in Dollars, immediately available funds, and (b) with respect to disbursements
and payments in a Local Currency, same day or other funds as may be determined
by the Administrative Agent or the applicable L/C Issuer, as the case may be, to
be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Local Currency.

         "Screen Rate" means, for any Interest Period:

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

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

         "SEC" means the U.S. Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

                                       32
<PAGE>

         "Security Agreement" means a security agreement that may be executed
and delivered from time to time pursuant to Section 6.13(a) by the Borrower and
the Guarantors in favor of the Administrative Agent and the Lenders, in form and
substance satisfactory to the Administrative Agent in its reasonable discretion.

         "Sold Business" means any material Person, property, business or asset
sold, transferred or otherwise disposed of by the Borrower or any Subsidiary,
other than in the ordinary course of business.

         "SPC" has the meaning specified in Section 10.07(h).

         "Spot Rate" for a currency means the rate determined by the
Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two
Business Days prior to the date as of which the foreign exchange computation is
made; provided that the Administrative Agent or the applicable L/C Issuer may
obtain such spot rate from another financial institution designated by the
Administrative Agent or the applicable L/C Issuer if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for
any such currency; and provided further that the applicable L/C Issuer may use
such spot rate quoted on the date as of which the foreign exchange computation
is made in the case of any Letter of Credit denominated in a Local Currency.

         "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities made by the Borrower or any of the
Subsidiaries in connection with a Permitted Receivables Financing that are
customary for accounts receivables securitization financings; provided that
Standard Securitization Undertakings shall not include any Guarantee or any
Indebtedness or collectability of any Receivables.

         "Subordinated Indebtedness" means (a) the Existing Subordinated
Indebtedness, and (b) any Indebtedness of the Borrower incurred from time to
time and subordinated in right of payment to the Obligations.

         "Subordinated Receivables Transfer Debt" means Indebtedness of a
Receivables Subsidiary owed to the Borrower or another Subsidiary and incurred
to finance the purchase of Receivables and Related Security from the Borrower or
another Subsidiary in connection with a Permitted Receivables Financing;
provided that all proceeds of such Indebtedness are applied by such Receivables
Subsidiary to pay the purchase price of such Receivables and Related Security.

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

                                       33
<PAGE>

         "Supplemental Collateral Agent" has the meaning specified in Section
9.01(c).

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement; provided that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower and its Subsidiaries shall be a Swap Contract.

         "Swap Counterparty" has the meaning specified in the Pledge Agreement.

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

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

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

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

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

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

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$100,000,000 and (b) the Revolving Loan Commitments. The Swing Line Sublimit is
part of, and not in addition to, the Revolving Loan Commitments.

                                       34
<PAGE>

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

         "TARGET Day" means any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such
payment system ceases to be operative, such other payment system (if any)
determined by the Administrative Agent to be a suitable replacement) is open for
the settlement of payments in Euro.

         "Taxes" has the meaning specified in Section 3.01(a).

         "Term Loan Maturity Date" means the earlier of the Tranche A-1 Term
Loan Maturity Date, the Tranche A-2 Term Loan Maturity Date or the Tranche B
Term Loan Maturity Date.

         "Term Loans" means, collectively, the Tranche A-1 Term Loans, the
Tranche A-2 Term Loans, the Tranche B Term Loans and the Incremental Term Loans.

         "Threshold Amount" means $40,000,000.

         "Title Company" means one or more title insurance companies reasonably
satisfactory to the Administrative Agent.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

         "Total Utilization of Revolving Loan Commitments" means, as of any date
of determination, the sum of (a) the aggregate principal amount of all
outstanding Revolving Loans plus (b) the aggregate principal amount of all
outstanding Swing Line Loans plus (c) the L/C Obligations plus (d) the Local
Currency Loan Exposure.

         "Tranche A-1 Term Loan Commitment" means the commitment of a Lender to
make Tranche A-1 Term Loans to the Borrower pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the amount,
if any, set forth under the heading "Tranche A-1 Term Loan Commitment" opposite
such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may
be adjusted from time to time in accordance with this Agreement, and "Tranche
A-1 Term Loan Commitments" means such commitments of all Lenders in the
aggregate.

         "Tranche A-1 Term Loan Exposure", with respect to any Lender, means, as
of any date of determination (a) prior to the funding of the Tranche A-1 Term
Loans, that Lender's Tranche A-1 Term Loan Commitment, and (b) after the funding
of the Tranche A-1 Term Loans, the outstanding principal amount of the Tranche
A-1 Term Loan of that Lender.

         "Tranche A-1 Term Loan Maturity Date" means August 2, 2009.

                                       35
<PAGE>

         "Tranche A-1 Term Loans" means the Loans made by the Lenders to the
Borrower pursuant to Section 2.01(a).

         "Tranche A-2 Term Loan Commitment" means the commitment of a Lender to
make Tranche A-2 Term Loans to the Borrower pursuant to Section 2.01(b) in an
aggregate principal amount at any one time outstanding not to exceed the amount,
if any, set forth under the heading "Tranche A-2 Term Loan Commitment" opposite
such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may
be adjusted from time to time in accordance with this Agreement, and "Tranche
A-2 Term Loan Commitments" means such commitments of all Lenders in the
aggregate.

         "Tranche A-2 Term Loan Exposure", with respect to any Lender, means, as
of any date of determination (a) prior to the funding of the Tranche A-2 Term
Loans, that Lender's Tranche A-2 Term Loan Commitment, and (b) after the funding
of the Tranche A-2 Term Loans, the outstanding principal amount of the Tranche
A-2 Term Loan of that Lender.

         "Tranche A-2 Term Loan Maturity Date" means August 2, 2009.

         "Tranche A-2 Term Loans" means the Loans made by the Lenders to the
Borrower pursuant to Section 2.01(b).

         "Tranche B Term Loan Commitment" means the commitment of a Lender to
make Tranche B Term Loans to the Borrower pursuant to Section 2.01(c) in an
aggregate principal amount at any one time outstanding not to exceed the amount,
if any, set forth under the heading "Tranche B Term Loan Commitment" opposite
such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may
be adjusted from time to time in accordance with this Agreement, and "Tranche B
Term Loan Commitments" means such commitments of all Lenders in the aggregate.

         "Tranche B Term Loan Exposure", with respect to any Lender, means, as
of any date of determination (a) prior to the funding of the Tranche B Term
Loans, that Lender's Tranche B Term Loan Commitment and (b) after the funding of
the Tranche B Term Loans, the outstanding principal amount of the Tranche B Term
Loan of that Lender.

         "Tranche B Term Loan Maturity Date" means August 2, 2011.

         "Tranche B Term Loans" means the Loans made by the Lenders to the
Borrower pursuant to Section 2.01(c).

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

         "UCC" means the Uniform Commercial Code as in effect in any applicable
jurisdiction.

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

                                       36
<PAGE>

         "Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

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

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

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

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

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

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

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

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

         1.03 ACCOUNTING TERMS.

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

         (b) If at any time any material change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein.

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the

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<PAGE>

other component, carrying the result to one place more than the number of places
by which such ratio is expressed herein and rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number).

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

         1.06 CHANGE OF CURRENCY.

         (a) Each obligation of the Borrower to make a payment denominated in
the national currency unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into Euro at the time of such adoption (in accordance with the EMU Legislation).
If, in relation to the currency of any such member state, the basis of accrual
of interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Committed Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Committed Borrowing, at the end of the then current Interest Period.

         (b) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

         (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

         1.07 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

         1.08 LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the Dollar Equivalent of the maximum face amount of such Letter
of Credit after giving effect to all increases thereof contemplated by such
Letter of Credit or the Issuer Documents related thereto, whether or not such
maximum face amount is in effect at such time.

                                       38
<PAGE>

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan a "Committed
Loan") in Dollars as follows:

         (a) Each Lender that has a Tranche A-1 Term Loan Commitment severally
agrees to lend to the Borrower on the Closing Date an amount not exceeding its
Tranche A-1 Term Loan Commitment. The aggregate amount of the Tranche A-1 Term
Loan Commitments is $250,000,000. The Borrower may make only one borrowing under
the Tranche A-1 Term Loan Commitments. Amounts borrowed under this Section
2.01(a) and subsequently repaid or prepaid may not be reborrowed. Tranche A-1
Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.

         (b) Each Lender that has a Tranche A-2 Term Loan Commitment severally
agrees to lend to the Borrower, on any Business Day after the conditions set
forth in Section 4.03 have been satisfied through and including December 31,
2004, an amount not exceeding its Tranche A-2 Term Loan Commitment. The
aggregate amount of the Tranche A-2 Term Loan Commitments is $300,000,000. Each
Lender's Tranche A-2 Term Loan Commitment shall expire immediately and without
further action on December 31, 2004 if the Tranche A-2 Term Loans are not made
on or before that date. The Borrower may make only one borrowing under the
Tranche A-2 Term Loan Commitments. Amounts borrowed under this Section 2.01(b)
and subsequently repaid or prepaid may not be reborrowed. Tranche A-2 Term Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

         (c) Each Lender that has a Tranche B Term Loan Commitment severally
agrees to lend to the Borrower on the Closing Date an amount not exceeding its
Tranche B Term Loan Commitment. The aggregate amount of the Tranche B Term Loan
Commitments is $150,000,000. The Borrower may make only one borrowing under the
Tranche B Term Loan Commitments. Amounts borrowed under this Section 2.01(c) and
subsequently repaid or prepaid may not be reborrowed. Tranche B Term Loans may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

         (d) Each Revolving Lender severally agrees to make Revolving Loans to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Revolving Lender's Revolving Loan Commitment; provided, however, that
after giving effect to any Revolving Loan, (i) the Total Utilization of
Revolving Loan Commitments shall not exceed the Revolving Loan Commitments, and
(ii) the sum of (A) the aggregate Outstanding Amount of the Revolving Loans of
any Revolving Lender, plus (B) such Revolving Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus (C) such Revolving Lender's Pro
Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed
such Revolving Lender's Revolving Loan Commitment. The original aggregate amount
of the Revolving Loan Commitments is $500,000,000; provided, however, that the
Borrower shall not request, and no Lender shall make, any Revolving Loans that
would result in the Total Utilization of Revolving Loan Commitments exceeding
$190,000,000 until the conditions set forth in Section 4.03 have

                                       39
<PAGE>

been satisfied. Within the limits of this Section 2.01(d), and subject to the
other terms and conditions hereof, the Borrower may borrow Revolving Loans under
this Section 2.01(d), prepay Revolving Loans under Section 2.08, and reborrow
Revolving Loans under this Section 2.01(d). Revolving Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein.

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

         (a) Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Eurodollar Rate Loans shall be
made upon the Borrower's irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 12:00 noon (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 (in the case
of a Term Loan Borrowing) or $2,500,000 in the case of a Revolving Borrowing or,
in either case, a whole multiple of $100,000 in excess thereof. Except as
provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to
Base Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple
of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Committed Loans to be borrowed, converted or
continued, (iv) the Type of Committed Loans to be borrowed or to which existing
Committed Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of
Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of, Eurodollar Rate Loans in any such Committed Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

         (b) Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Pro Rata Share of
the applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans
described in Section 2.02(a). In the case of a Committed Borrowing, each Lender
shall make the amount of its Committed Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent's Office not later than 1:00
p.m. on the Business Day specified in the applicable Committed Loan Notice (the
"Borrowing Date"). Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01 or, if such Borrowing is a Tranche A-2 Term Loan Borrowing or a

                                       40
<PAGE>

Borrowing of Revolving Loans or Swing Line Loans that would result in the Total
Utilization of Revolving Loan Commitments exceeding $190,000,000, Section 4.03),
the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by (i)
crediting the account of the Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower; provided, however, that if, on the
applicable Borrowing Date, there are Swing Line Loans or L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings, second, to the payment in full of
any such Swing Line Loans and third, to the Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in
Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

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

         2.03 INCREMENTAL TERM LOANS.

         (a) Subject to the terms and conditions set forth herein, the Borrower
may by notice to the Administrative Agent incur at any time and from time to
time after the Closing Date one or more tranches of additional terms loans
("Incremental Term Loans") from one or more existing Lenders and/or other
Persons that are Eligible Assignees (any such other Person being an "Additional
Lender") that, in each case, agrees to make such Loans to the Borrower; provided
that (i) no Default shall have occurred and be continuing at the time such
Incremental Term Loan is incurred or after giving effect thereto and (ii) after
giving effect to the incurrence of such Incremental Term Loan and the receipt
and application of the proceeds therefrom, the Borrower shall be in compliance
with Section 7.10 (as determined on a pro forma basis). Each such notice shall
set forth the date in which the Borrower proposed that the Incremental Term
Loans shall become effective, the requested amount and proposed terms of the
relevant Incremental Term Loans.

         (b) Each tranche of Incremental Term Loans:

                  (i) shall be in an aggregate principal amount of not less than
         $25,000,000;

                                       41
<PAGE>

                  (ii) shall rank pari passu in all respects to the Term Loans
         and Revolving Loans;

                  (iii) shall not have a final maturity earlier than the Term
         Loan Maturity Date (but may, subject to clause (iv) below, have
         amortization prior to such date);

                  (iv) shall have a weighted average life of not less than that
         of the Tranche B Term Loans; and

                  (v) except as set forth above, shall be treated substantially
         the same as, and in any event no more favorably than, the Term Loans
         (in each case, including with respect to voluntary prepayments and
         financial covenants); provided that (A) the terms and conditions
         applicable to Incremental Term Loans maturing after the Term Loan
         Maturity Date may provide for material additional or different
         financial or other covenants or prepayment requirements applicable only
         during periods after the Term Loan Maturity Date and (B) the
         Incremental Term Loans may be priced differently than the other Term
         Loans.

         (c) The Administrative Agent shall notify the Lenders promptly upon
receipt of the Borrower's notice of its request to incur Incremental Term Loans.
Each existing Lender shall then be afforded the opportunity, but shall not be
required, to provide a ratable share (including a share of any Incremental Term
Loans not subscribed to by other existing Lenders) of such Incremental Term
Loans. In the event that the existing Lenders provide commitments in an
aggregate amount less than the total amount of Incremental Term Loans requested
by the Borrower, the Borrower may arrange for one or more Additional Lenders to
extend commitments to provide Incremental Term Loans in an aggregate amount
equal to the unsubscribed amount. Commitments in respect of Incremental Term
Loans shall become Commitments under this Agreement pursuant to an amendment (an
"Incremental Term Loan Amendment") to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrower, each Lender agreeing to provide
such Commitment, if any, each Additional Lender (which shall upon execution
thereof become Lenders hereunder if not theretofore Lenders), if any, and the
Administrative Agent. Such amendment shall set forth any terms and conditions of
the Incremental Term Loans not covered by this Agreement as agreed by the
Borrower, such Lenders and the Administrative Agent, with such amendment to be
in form and substance reasonably acceptable to Administrative Agent and
consistent with the terms of this Section 2.03 and of the other provisions of
this Agreement. The effectiveness of any Incremental Term Loan Amendment shall
be subject to the satisfaction on the date thereof of each of the conditions set
forth in Section 4.02 (it being understood that all references to "the date of
such Credit Extension" in Section 4.02 shall be deemed to refer to the effective
date of such Incremental Term Loan Amendment) and such other conditions as the
parties thereto shall agree. Notwithstanding the foregoing, no consent of any
Lender (other than any Lender making Incremental Term Loans) is required to
permit the Incremental Term Loans contemplated by this Section or the aforesaid
amendment to effectuate the Incremental Term Loans.

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<PAGE>

         2.04 LETTERS OF CREDIT.

         (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
         each L/C Issuer agrees, in reliance upon the agreements of the other
         Revolving Lenders set forth in this Section 2.04, (1) from time to time
         on any Business Day during the period from the Closing Date until the
         Letter of Credit Expiration Date, to issue Letters of Credit
         denominated in Dollars or in one or more Local Currencies for the
         account of the Borrower or its Subsidiaries, and to amend or extend
         Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drawings under the Letters of
         Credit; and (B) the Revolving Lenders severally agree to participate in
         Letters of Credit issued for the account of the Borrower or its
         Subsidiaries and any drawings thereunder; provided that after giving
         effect to any L/C Credit Extension with respect to any Letter of
         Credit, (x) the Total Utilization of Revolving Loan Commitments shall
         not exceed the Revolving Loan Commitments, (y) the sum of (1) the
         aggregate Outstanding Amount of the Revolving Loans of any Revolving
         Lender, plus (2) such Revolving Lender's Pro Rata Share of the
         Outstanding Amount of all L/C Obligations, plus (3) such Revolving
         Lender's Pro Rata Share of the Outstanding Amount of all Swing Line
         Loans shall not exceed such Revolving Lender's Revolving Loan
         Commitment, and (z) the Outstanding Amount of all L/C Obligations shall
         not exceed the Letter of Credit Sublimit. Each request by the Borrower
         for the issuance or amendment of a Letter of Credit shall be deemed to
         be a representation by the Borrower that the L/C Credit Extension so
         requested complies with the conditions set forth in the proviso to the
         preceding sentence. Within the foregoing limits, and subject to the
         terms and conditions hereof, the Borrower's ability to obtain Letters
         of Credit shall be fully revolving, and accordingly the Borrower may,
         during the foregoing period, obtain Letters of Credit to replace
         Letters of Credit that have expired or that have been drawn upon and
         reimbursed. All Existing Letters of Credit shall be deemed to have been
         issued pursuant hereto, and from and after the Closing Date shall be
         subject to and governed by the terms and conditions hereof.

                  (ii) No L/C Issuer shall issue any Letter of Credit, if:

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

                           (B) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Revolving Lenders have approved such expiry
                  date.

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<PAGE>

                  (iii) No L/C Issuer shall be under any obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the applicable L/C Issuer from issuing such Letter
                  of Credit, or any Law applicable to the applicable L/C Issuer
                  or any request or directive (whether or not having the force
                  of law) from any Governmental Authority with jurisdiction over
                  the applicable L/C Issuer shall prohibit, or request that the
                  applicable L/C Issuer refrain from, the issuance of letters of
                  credit generally or such Letter of Credit in particular or
                  shall impose upon the applicable L/C Issuer with respect to
                  such Letter of Credit any restriction, reserve or capital
                  requirement (for which the applicable L/C Issuer is not
                  otherwise compensated hereunder) not in effect on the Closing
                  Date, or shall impose upon the applicable L/C Issuer any
                  unreimbursed loss, cost or expense which was not applicable on
                  the Closing Date and which the applicable L/C Issuer in good
                  faith deems material to it;

                           (B) the issuance of such Letter of Credit would
                  violate any Laws or one or more policies of the applicable L/C
                  Issuer;

                           (C) except as otherwise agreed by the Administrative
                  Agent and the L/C Issuer, such Letter of Credit is to be
                  denominated in a currency other than Dollars or a Local
                  Currency;

                           (D) the L/C Issuer does not as of the issuance date
                  of such requested Letter of Credit issue Letters of Credit in
                  the requested currency; and

                           (E) a default of any Revolving Lender's obligations
                  to fund under Section 2.04(c) exists or any Revolving Lender
                  is at such time a Defaulting Lender hereunder, unless the
                  applicable L/C Issuer has entered into satisfactory
                  arrangements with the Borrower or such Lender to eliminate the
                  applicable L/C Issuer's risk with respect to such Revolving
                  Lender.

                  (iv) No L/C Issuer shall amend any Letter of Credit if the
         applicable L/C Issuer would not be permitted at such time to issue such
         Letter of Credit in its amended form under the terms hereof.

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

                  (vi) Each L/C Issuer shall act on behalf of the Lenders with
         respect to any Letters of Credit issued by it and the documents
         associated therewith, and each L/C Issuer shall have all of the
         benefits and immunities (a) provided to the Administrative Agent in
         Article IX with respect to any acts taken or omissions suffered by such
         L/C Issuer in connection with Letters of Credit issued by it or
         proposed to be issued by it and Issuer Documents pertaining to such
         Letters of Credit as fully as if the term

                                       44
<PAGE>

         "Administrative Agent" as used in Article IX included such L/C Issuer
         with respect to such acts or omissions, and (b) as additionally
         provided herein with respect to such L/C Issuer.

                  (vii) Each L/C Issuer shall provide (promptly after the end of
         each month) to the Administrative Agent a report as of the last
         Business Day of such month showing the amount of all Letters of Credit
         of such L/C Issuer outstanding during such month.

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

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to an L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         shall be delivered to the applicable L/C Issuer and the Administrative
         Agent reasonably in advance of the requested date of issuance or
         amendment. In the case of a request for an initial issuance of a Letter
         of Credit, such Letter of Credit Application shall specify in form and
         detail satisfactory to the applicable L/C Issuer: (A) the proposed
         issuance date of the requested Letter of Credit (which shall be a
         Business Day); (B) the amount and currency thereof; (C) the expiry date
         thereof; (D) the name and address of the beneficiary thereof; (E) the
         documents to be presented by such beneficiary in case of any drawing
         thereunder; (F) the full text of any certificate to be presented by
         such beneficiary in case of any drawing thereunder; and (G) such other
         matters as the applicable L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the applicable L/C Issuer (1) the Letter of Credit to
         be amended; (2) the proposed date of amendment thereof (which shall be
         a Business Day); (3) the nature of the proposed amendment; and (4) such
         other matters as the applicable L/C Issuer may require. Additionally,
         the Borrower shall furnish to the applicable L/C Issuer and the
         Administrative Agent such other documents and information pertaining to
         such requested Letter of Credit issuance or amendment, including any
         Issuer Documents, as the applicable L/C Issuer or the Administrative
         Agent may require.

                  (ii) Upon receipt by a Revolving Lender of a Letter of Credit
         Application pursuant to Section 2.04(b)(i) requesting the issuance of a
         Letter of Credit, (A) such Revolving Lender may be the L/C Issuer with
         respect to such Letter of Credit, notwithstanding the fact that the L/C
         Obligations with respect to such Letter of Credit and with respect to
         all other Letters of Credit issued by such Revolving Lender, when
         aggregated with its outstanding Revolving Loans and Swing Line Loans,
         may exceed the amount of its Revolving Loan Commitment then in effect;
         and (B) such Revolving Lender shall promptly notify the Borrower and
         the Administrative Agent whether or not, in such Revolving Lender's
         sole discretion, it has elected to issue such Letter of Credit, and (1)
         if such Revolving Lender so elects to issue such Letter of Credit it
         shall be the L/C Issuer with respect thereto and (2) if such Revolving
         Lender fails to so promptly notify the Borrower and the Administrative
         Agent or declines to issue such Letter of Credit, the Borrower may
         request Bank of America, in its capacity as a Revolving

                                       45
<PAGE>

         Lender, or another Revolving Lender to be the L/C Issuer with respect
         to such Letter of Credit in accordance with the provisions of this
         Section 2.04(b).

                  (iii) Promptly after receipt of any Letter of Credit
         Application, the applicable L/C Issuer will confirm with the
         Administrative Agent (by telephone or in writing) that the
         Administrative Agent has received a copy of such Letter of Credit
         Application from the Borrower and, if not, the applicable L/C Issuer
         will provide the Administrative Agent with a copy thereof. After
         receipt by the applicable L/C Issuer of notice from the Administrative
         Agent that the applicable conditions contained in Article IV are then
         satisfied (such conditions, for the avoidance of doubt, being
         inapplicable to any such amendment that does not constitute an L/C
         Credit Extension), then, subject to the terms and conditions hereof,
         the applicable L/C Issuer shall, on the requested date, issue a Letter
         of Credit for the account of the Borrower (or the applicable
         Subsidiary) or enter into the applicable amendment, as the case may be,
         in each case in accordance with the applicable L/C Issuer's usual and
         customary business practices. Immediately upon the issuance of each
         Letter of Credit, each Revolving Lender shall be deemed to, and hereby
         irrevocably and unconditionally agrees to, purchase from the applicable
         L/C Issuer a risk participation in such Letter of Credit in an amount
         equal to the product of such Revolving Lender's Pro Rata Share times
         the amount of such Letter of Credit.

                  (iv) If the Borrower so requests in any applicable Letter of
         Credit Application, the applicable L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that has
         automatic extension provisions (each, an "Auto-Extension Letter of
         Credit"); provided that any such Auto-Extension Letter of Credit must
         permit the applicable L/C Issuer to prevent any such extension at least
         once in each twelve-month period (commencing with the date of issuance
         of such Letter of Credit) by giving prior notice to the beneficiary
         thereof not later than a day (the "Non-Extension Notice Date") in each
         such twelve-month period to be agreed upon at the time such Letter of
         Credit is issued. The Borrower shall not be required to make a specific
         request to the applicable L/C Issuer for any such extension. Once an
         Auto-Extension Letter of Credit has been issued, the Revolving Lenders
         shall be deemed to have authorized (but may not require) the applicable
         L/C Issuer to permit the extension of such Letter of Credit at any time
         to an expiry date not later than the Letter of Credit Expiration Date;
         provided, however, that the applicable L/C Issuer shall not permit any
         such extension if (A) the applicable L/C Issuer has determined that it
         would not be permitted, or would have no obligation, at such time to
         issue such Letter of Credit in its extended form under the terms hereof
         (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a)
         or otherwise), or (B) it has received notice (which may be by telephone
         or in writing) on or before the day that is five Business Days before
         the Non-Extension Notice Date (1) from the Administrative Agent that
         the Required Class Lenders have elected not to permit such extension,
         (2) from the Administrative Agent, any Revolving Lender, the Borrower
         or any other Loan Party that one or more of the applicable conditions
         specified in Section 4.02 is not then satisfied, and in each such case
         directing the applicable L/C Issuer not to permit such extension.

                  (v) If any Letter of Credit contains provisions providing for
         automatic reinstatement of the stated amount after any drawing
         thereunder, (A) unless otherwise

                                       46
<PAGE>

         directed by the L/C Issuer, the Borrower shall not be required to make
         a specific request to the L/C Issuer to permit such reinstatement, and
         (B) the Administrative Agent and the Revolving Lenders hereby authorize
         and direct the L/C Issuer to permit such automatic reinstatement,
         whether or not a Default then exists, unless the L/C Issuer has
         received a notice (which may be by telephone or in writing) on or
         before the day that is two Business Days before the reinstatement date
         from the Administrative Agent, the Required Class Lenders, the Borrower
         or any other Loan Party that one or more of the applicable conditions
         specified in Article IV is not then satisfied and directing the L/C
         Issuer to cease permitting such automatic reinstatement of such Letter
         of Credit.

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

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the beneficiary of any Letter of Credit
         of any notice of a drawing under such Letter of Credit, the applicable
         L/C Issuer shall notify the Borrower and the Administrative Agent
         thereof. In the case of a Letter of Credit denominated in a Local
         Currency, the Borrower shall reimburse the applicable L/C Issuer in
         such Local Currency, unless (A) the applicable L/C Issuer (at its
         option) shall have specified in such notice that it will require
         reimbursement in Dollars, or (B) in the absence of any such requirement
         for reimbursement in Dollars, the Borrower shall have notified the
         applicable L/C Issuer promptly following receipt of the notice of
         drawing that the Borrower will reimburse the applicable L/C Issuer in
         Dollars. In the case of any such reimbursement in Dollars of a drawing
         under a Letter of Credit denominated in a Local Currency, the
         applicable L/C Issuer shall notify the Borrower of the Dollar
         Equivalent of the amount of the drawing promptly following the
         determination thereof. Not later than 12:00 noon on the date of any
         payment by the applicable L/C Issuer under a Letter of Credit to be
         reimbursed in Dollars, or the Applicable Time on the date of any
         payment by the applicable L/C Issuer under a Letter of Credit to be
         reimbursed in a Local Currency (each such date, an "Honor Date"), the
         Borrower shall reimburse the applicable L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing
         and in the applicable currency. If the Borrower fails to so reimburse
         the applicable L/C Issuer by such time, the Administrative Agent shall
         promptly notify each Revolving Lender of the Honor Date, the amount of
         the unreimbursed drawing (expressed in Dollars in the amount of the
         Dollar Equivalent thereof in the case of a Letter of Credit denominated
         in a Local Currency) (the "Unreimbursed Amount"), and the amount of
         such Revolving Lender's Pro Rata Share thereof. In such event, the
         Borrower shall be deemed to have requested a Committed Borrowing of
         Base Rate Loans to be disbursed on the Honor Date in an amount equal to
         the Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 2.02 for the principal amount of Base Rate Loans,
         but subject to the amount of the unutilized portion of the Revolving
         Loan Commitments and the conditions set forth in Section 4.02 (other
         than the delivery of a Committed Loan Notice). Any notice given by the
         applicable L/C Issuer or the Administrative Agent pursuant to this
         Section 2.04(c)(i) may be given by telephone if promptly confirmed in

                                       47
<PAGE>

         writing; provided that the lack of such a prompt confirmation shall not
         affect the conclusiveness or binding effect of such notice.

                  (ii) Each Revolving Lender (including the Revolving Lender
         acting as the L/C Issuer) shall upon any notice pursuant to Section
         2.04(c)(i) make funds available to the Administrative Agent for the
         account of the applicable L/C Issuer, in Dollars, at the Administrative
         Agent's Office for Dollar-denominated payments in an amount equal to
         its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m.
         on the Business Day specified in such notice by the Administrative
         Agent, whereupon, subject to the provisions of Section 2.04(c)(iii),
         each Revolving Lender that so makes funds available shall be deemed to
         have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the
         applicable L/C Issuer in Dollars, or if requested by the applicable L/C
         Issuer, the equivalent amount thereof in a Local Currency as determined
         by the Administrative Agent at such time on the basis of the Spot Rate
         (determined as of such funding date) for the purchase of such Local
         Currency with Dollars.

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

                  (iv) Until each Revolving Lender funds its Revolving Loan or
         L/C Advance pursuant to this Section 2.04(c) to reimburse the
         applicable L/C Issuer for any amount drawn under any Letter of Credit,
         interest payable by the Borrower in respect of such Revolving Lender's
         Pro Rata Share of such amount shall be solely for the account of the
         applicable L/C Issuer.

                  (v) Each Revolving Lender's obligation to make Revolving Loans
         or L/C Advances to reimburse the applicable L/C Issuer for amounts
         drawn under Letters of Credit, as contemplated by this Section 2.04(c),
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Revolving Lender may have against the
         applicable L/C Issuer, the Borrower or any other Person for any reason
         whatsoever; (B) the occurrence or continuance of a Default, or (C) any
         other occurrence, event or condition, whether or not similar to any of
         the foregoing; provided, however, that each Revolving Lender's
         obligation to make Revolving Loans pursuant to this Section 2.04(c) is
         subject to the conditions set forth in Section 4.02 (other than
         delivery by the Borrower of a Committed Loan Notice). No such making of
         an L/C Advance shall relieve or otherwise impair the obligation of the
         Borrower to reimburse the applicable L/C Issuer

                                       48
<PAGE>

         for the amount of any payment made by the applicable L/C Issuer under
         any Letter of Credit, together with interest as provided herein.

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

         (d) Repayment of Participations.

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

                  (ii) If any payment received by the Administrative Agent for
         the account of the applicable L/C Issuer pursuant to Section 2.04(c)(i)
         is required to be returned under any of the circumstances described in
         Section 10.06 (including pursuant to any settlement entered into by the
         applicable L/C Issuer in its discretion), each Revolving Lender shall
         pay to the Administrative Agent for the account of the applicable L/C
         Issuer its Pro Rata Share thereof on demand of the Administrative
         Agent, plus interest thereon from the date of such demand to the date
         such amount is returned by such Revolving Lender, at a rate per annum
         equal to the applicable Overnight Rate from time to time in effect.

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

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement, or any other Loan Document;

                                       49
<PAGE>

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

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

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

                  (v) any adverse change in the relevant exchange rates or in
         the availability of the relevant Local Currency to the Borrower or any
         Subsidiary or in the relevant currency markets generally; or

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

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

         (f) Role of L/C Issuer. Each Revolving Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer
shall not have any responsibility to obtain any document (other than any sight
draft, certificates and documents expressly required by the Letter of Credit) or
to ascertain or inquire as to the validity or accuracy of any such document or
the authority of the Person executing or delivering any such document. None of
the applicable L/C Issuer, any Agent-Related Person nor any of the respective
correspondents, participants or assignees of the applicable L/C Issuer shall be
liable to any Revolving Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Lenders, the Required
Lenders or Required Class Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related

                                       50
<PAGE>

to any Letter of Credit or Letter of Credit Application. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. None of the applicable L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the applicable L/C Issuer, shall be liable or responsible for any
of the matters described in clauses (i) through (vi) of Section 2.04(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the applicable L/C
Issuer, and the applicable L/C Issuer may be liable to the Borrower, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were
caused by the applicable L/C Issuer's willful misconduct or gross negligence or
the applicable L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the applicable
L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the applicable L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         (g) Cash Collateral.

                  (i) Upon the request of the Administrative Agent, (A) if the
         applicable L/C Issuer has honored any full or partial drawing request
         under any Letter of Credit and such drawing has resulted in an L/C
         Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any
         Letter of Credit for any reason remains outstanding and partially or
         wholly undrawn, the Borrower shall, in each case, immediately Cash
         Collateralize the then Outstanding Amount of all L/C Obligations (in an
         amount equal to such Outstanding Amount determined as of the date of
         such L/C Borrowing or the Letter of Credit Expiration Date, as the case
         may be).

                  (ii) In addition, if the Administrative Agent notifies the
         Borrower at any time that the Outstanding Amount of all L/C Obligations
         at such time exceeds 105% of the Letter of Credit Sublimit then in
         effect, then, within two Business Days after receipt of such notice,
         the Borrower shall Cash Collateralize the L/C Obligations in an amount
         equal to the amount by which the Outstanding Amount of all L/C
         Obligations exceeds the Letter of Credit Sublimit.

                  (iii) The Administrative Agent may, at any time and from time
         to time after the initial deposit of Cash Collateral, request that
         additional Cash Collateral be provided in order to protect against the
         results of exchange rate fluctuations.

                  (iv) Sections 2.08 and 8.02(c) set forth certain additional
         requirements to deliver Cash Collateral hereunder. For purposes of this
         Section 2.04, Section 2.09 and Section 8.02(c), "Cash Collateralize"
         means to pledge and deposit with or deliver to the

                                       51
<PAGE>

         Administrative Agent, for the benefit of the applicable L/C Issuer and
         the Revolving Lenders, as collateral for the L/C Obligations, cash or
         deposit account balances pursuant to documentation in form and
         substance satisfactory to the Administrative and Agent and the
         applicable L/C Issuer (which documents are hereby consented to by the
         Revolving Lenders). Derivatives of such term have corresponding
         meanings. The Borrower hereby grants to the Administrative Agent, for
         the benefit of the applicable L/C Issuer and the Revolving Lenders, a
         security interest in all such cash, deposit accounts and all balances
         therein and all proceeds of the foregoing. Cash Collateral shall be
         maintained in blocked, non-interest bearing deposit accounts at Bank of
         America.

         (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), (i)
the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Pro Rata
Share, in Dollars, a Letter of Credit fee (the "Letter of Credit Fee") for each
Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the
actual daily maximum amount available to be drawn under such Letter of Credit
(whether or not such maximum amount is then in effect under such Letter of
Credit). Letter of Credit Fees shall be (i) computed on a quarterly basis in
arrears and (ii) due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily maximum amount of each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to each L/C Issuer for its own account,
in Dollars, a fronting fee with respect to each Letter of Credit issued by such
L/C Issuer at the rate per annum, in the case of Bank of America, in its
capacity as L/C Issuer, specified in the Fee Letter and in the case of any other
L/C Issuer, as may be agreed between the Borrower and such L/C Issuer, in each
case, computed on the Dollar Equivalent of the actual daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit). Such fronting fee shall
be computed on a quarterly basis in arrears. Such fronting fee shall be due and
payable on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. In addition, the Borrower shall pay directly to each L/C Issuer for its
own account, in Dollars, the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of such L/C Issuer
relating to letters of credit as from time to time in effect. Such

                                       52
<PAGE>

customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.

         (k) Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.

         (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the applicable L/C Issuer hereunder for any and all
drawings under such Letter of Credit. The Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrower, and that the Borrower's business derives substantial
benefits from the businesses of such Subsidiaries.

         2.05 SWING LINE LOANS.

         (a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Revolving Lenders set forth in this Section 2.05, to make loans (each such
loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving
Lender acting as Swing Line Lender, may exceed the amount of such Revolving
Lender's Revolving Loan Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Utilization of Revolving Loan Commitments
shall not exceed the Revolving Loan Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such
Revolving Lender's Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Revolving Lender's Pro Rata Share of the Outstanding
Amount of all Swing Line Loans shall not exceed such Revolving Lender's
Revolving Loan Commitment, and provided, further, that the Borrower shall not
use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan. Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow Swing Line Loans under this Section 2.05, prepay
Swing Line Loans under Section 2.08, and reborrow Swing Line Loans under this
Section 2.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon
the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Revolving Lender's Pro Rata Share of the Revolving Loan
Commitments times the amount of such Swing Line Loan.

         (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $500,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing

                                       53

<PAGE>

Line Loan Notice, appropriately completed and signed by a Responsible Officer of
the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic
Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line
Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan
as a result of the limitations set forth in the proviso to the first sentence of
Section 2.05(a), or (B) that one or more of the applicable conditions specified
in Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower.

         (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably authorizes the Swing Line Lender to so request on its
         behalf), that each Revolving Lender make a Base Rate Revolving Loan in
         an amount equal to such Revolving Lender's Pro Rata Share of the
         Revolving Loan Commitments of the amount of Swing Line Loans then
         outstanding. Such request shall be made in writing (which written
         request shall be deemed to be a Committed Loan Notice for purposes
         hereof) and in accordance with the requirements of Section 2.02,
         without regard to the minimum and multiples specified therein for the
         principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Revolving Loans Commitments and the conditions set forth
         in Section 4.02. The Swing Line Lender shall furnish the Borrower with
         a copy of the applicable Committed Loan Notice promptly after
         delivering such notice to the Administrative Agent. Each Revolving
         Lender shall make an amount equal to its Pro Rata Share of the amount
         specified in such Committed Loan Notice available to the Administrative
         Agent in Same Day Funds for the account of the Swing Line Lender at the
         Administrative Agent's Office not later than 1:00 p.m. on the day
         specified in such Committed Loan Notice, whereupon, subject to Section
         2.05(c)(ii), each Revolving Lender that so makes funds available shall
         be deemed to have made a Base Rate Revolving Loan to the Borrower in
         such amount. The Administrative Agent shall remit the funds so received
         to the Swing Line Lender.

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

                  (iii) If any Revolving Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such

                                       54

<PAGE>

         Revolving Lender pursuant to the foregoing provisions of this Section
         2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line
         Lender shall be entitled to recover from such Revolving Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the Swing Line
         Lender at a rate per annum equal to the applicable Overnight Rate from
         time to time in effect. A certificate of the Swing Line Lender
         submitted to any Revolving Lender (through the Administrative Agent)
         with respect to any amounts owing under this clause (iii) shall be
         conclusive absent manifest error.

                  (iv) Each Revolving Lender's obligation to make Base Rate
         Revolving Loans or to purchase and fund risk participations in Swing
         Line Loans pursuant to this Section 2.05(c) shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Revolving Lender may have against the Swing Line Lender, the
         Borrower or any other Person for any reason whatsoever, (B) the
         occurrence or continuance of a Default, or (C) any other occurrence,
         event or condition, whether or not similar to any of the foregoing;
         provided, however, that each Revolving Lender's obligation to make
         Committed Loans pursuant to this Section 2.05(c) is subject to the
         conditions set forth in Section 4.02. No such funding of risk
         participations shall relieve or otherwise impair the obligation of the
         Borrower to repay Swing Line Loans, together with interest as provided
         herein.

         (d) Repayment of Participations.

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

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 10.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each
         Revolving Lender shall pay to the Swing Line Lender its Pro Rata Share
         thereof on demand of the Administrative Agent, plus interest thereon
         from the date of such demand to the date such amount is returned, at a
         rate per annum equal to the applicable Overnight Rate. The
         Administrative Agent will make such demand upon the request of the
         Swing Line Lender.

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

                                       55

<PAGE>

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

         2.06 LOCAL CURRENCY LOANS.

         (a) General. Subject to the terms and conditions set forth herein, the
Borrower may borrow Local Currency Loans in the form of Competitive Local
Currency Loans, Negotiated Local Currency Loans or any combination thereof;
provided that on the date of the proposed borrowing and after giving effect
thereto (i) the Local Currency Loan Exposure shall not exceed the Local Currency
Sublimit and (ii) the Total Utilization of Revolving Loan Commitments shall not
exceed the total Revolving Commitments. Upon satisfaction of the applicable
conditions set forth in Article IV, the Administrative Agent shall make all
funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (A) crediting the account of the Borrower in an
account designated by the Administrative Agent in respect of the applicable
Local Currency with the amount of such funds or (B) wire transfer of such funds,
in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower. All Local Currency
Loans shall be subject to the terms and conditions of this Agreement and, in the
event of any inconsistency between the terms of this Agreement and the terms of
any Negotiated Local Currency Loan Agreement, the terms of this Agreement shall
prevail.

         (b) Negotiated Local Currency Loans. Subject to the terms and
conditions set forth herein, upon the request of the Borrower, a Revolving
Lender may, in its sole discretion, make a Loan (a "Negotiated Local Currency
Loan") to the Borrower; provided that such Negotiated Local Currency Loan shall
(i) be denominated in a Local Currency, (ii) mature within one year after the
date such Negotiated Local Currency Loan is made (subject to the right of such
Revolving Lender and the Borrower to agree to extend such maturity at any time
to a date within one year after the date of such maturity or extension) and in
any event shall mature on or prior to the Revolving Loan Maturity Date, (iii) be
in an aggregate principal amount the Dollar Equivalent of which, on the date
such Negotiated Local Currency Loan is made, is $100,000 or a whole multiple of
$100,000 and (iv) otherwise comply with the applicable requirements of this
Agreement. For purposes of subclause (iii) above, a Negotiated Local Currency
Loan may be aggregated with other Negotiated Local Currency Loans being made by
other Revolving Lenders on the same date in the same Local Currency and with the
same maturity. Prior to making any Negotiated Local Currency Loan, the Revolving
Lender making such Negotiated Local Currency Loan shall deliver a written notice
to the Administrative Agent (countersigned or acknowledged by the Borrower), to
be received by the Administrative Agent not later than 12:00 noon three Business
Days (or, solely in the case of Local Currency Borrowings denominated in
Japanese Yen, four Business Days) before a proposed Negotiated Local Currency
Borrowing specifying (A) the aggregate principal amount of such Negotiated Local
Currency Loan expressed in Dollars (which shall comply with subclause (iii)
above) and expressed in the applicable units of Local Currency (determined by
such Revolving Lender based on the Spot Rate), (B) the date on which such
Negotiated Local Currency Loan is to be made and (C) the interest rate (or basis
for determining the interest rate) and maturity of such Negotiated Local
Currency Loan. Thereafter, such Revolving Lender shall notify the Administrative
Agent of each payment received in respect of such Negotiated Local Currency Loan
and of any change in the interest rate or maturity of such Negotiated Local
Currency Loan or any other terms of such Negotiated Local

                                       56

<PAGE>

Currency Loan. Such Revolving Lender also shall deliver to the Administrative
Agent copies of any agreements and other documents ("Negotiated Local Currency
Loan Agreements") entered into with the Borrower or any other Loan Party in
connection with such Negotiated Local Currency Loan, as well as all amendments
and modifications thereto.

         (c) Competitive Local Currency Loans.

                  (i) Subject to the terms and conditions set forth herein, upon
         the request of the Borrower, a Revolving Lender may, in its sole
         discretion, make a Loan (a "Competitive Local Currency Loan") in the
         form of a Eurocurrency Competitive Local Currency Loan or a Fixed Rate
         Competitive Local Currency Loan; provided that (A) no Competitive Local
         Currency Loan shall be requested or made hereunder if after giving
         effect thereto any of the conditions applicable to Revolving Loans set
         forth in Article IV not be met, (B) each Competitive Local Currency
         Loan shall be made pursuant to the procedures set forth in the
         following paragraphs of this Section 2.06(c) and (C) the amount of any
         Competitive Local Currency Loan shall be funded in the applicable Local
         Currency.

                  (ii) In order to request Competitive Bids, the Borrower shall
         deliver by hand or by facsimile to the Administrative Agent a duly
         completed Competitive Bid Request appropriately completed and signed by
         a Responsible Officer, to be received by the Administrative Agent not
         later than 12:00 noon four Business Days (or, solely in the case of
         Local Currency Borrowings denominated in Japanese Yen, five Business
         Days) before a proposed Competitive Local Currency Borrowing. A
         Competitive Bid Request that does not conform substantially to the
         format of Exhibit J may be rejected in the Administrative Agent's sole
         discretion, and the Administrative Agent shall promptly notify the
         Borrower of such rejection by facsimile. Each Competitive Bid Request
         shall refer to this Agreement and specify (1) whether the Borrowing
         then being requested is to be a Eurocurrency Competitive Local Currency
         Borrowing or a Fixed Rate Borrowing, (2) the requested currency of such
         Borrowing, which must be a Local Currency, (3) the date of such
         Borrowing (which shall be a Business Day) and the aggregate principal
         amount thereof, which shall be expressed in the applicable Local
         Currency in an amount not less than the Local Currency Equivalent of
         $100,000 or a whole multiple of $100,000, (4) the Interest Period with
         respect thereto (which shall be a period contemplated by the definition
         of the term "Interest Period" and may not end after the Revolving Loan
         Maturity Date), (5) the maturity date of such Competitive Local
         Currency Borrowing, which shall be the last day of the Interest Period
         with respect to such Competitive Local Currency Borrowing and (6) the
         location and number of the Borrower's account to which funds are to be
         disbursed (which must comply with Section 2.02), and such Competitive
         Bid Request shall be signed by the Borrower. Promptly after its receipt
         of a conforming Competitive Bid Request, the Administrative Agent shall
         deliver by facsimile to the Revolving Lenders a Notice of Competitive
         Bid Request substantially in the form of Exhibit K inviting the
         Revolving Lenders to bid, on the terms and conditions of this
         Agreement, to make Competitive Local Currency Loans.

                  (iii) Each Competitive Bid by a Revolving Lender must be
         received by the Administrative Agent by facsimile not later than 12:00
         noon three Business Days (or,

                                       57

<PAGE>

         solely in the case of Local Currency Borrowings denominated in Japanese
         Yen, four Business Days) before the proposed Competitive Local Currency
         Borrowing. A Revolving Lender may submit multiple bids to the
         Administrative Agent. Competitive Bids that do not conform
         substantially to the format of Exhibit H may be rejected by the
         Administrative Agent, and the Administrative Agent shall notify the
         Revolving Lender making such nonconforming bid of such rejection as
         promptly as practicable. Each Competitive Bid shall refer to this
         Agreement and specify (1) the principal amount (which shall be
         expressed in the applicable Local Currency in a minimum principal
         amount the Dollar Equivalent of which is $100,000 or a whole multiple
         of units of the relevant Local Currency the Dollar Equivalent of which
         is $100,000 and which may equal the entire principal amount of the
         Competitive Local Currency Borrowing requested) of the Competitive
         Local Currency Loan or Loans that the Revolving Lender is willing to
         make, (2) the Applicable Eurocurrency Margin or fixed rate of interest
         at which the Revolving Lender is prepared to make the Competitive Local
         Currency Loan or Loans and (3) the Interest Period and the last day
         thereof. If the Administrative Agent shall not have received a
         Competitive Bid from any Revolving Lender by the time required above,
         such Revolving Lender shall be deemed to have elected not to make a
         Competitive Bid; provided that failure by any Revolving Lender to give
         such notice shall not cause such Revolving Lender to be obligated to
         make any Competitive Local Currency Loan as part of such Competitive
         Local Currency Borrowing. A Competitive Bid submitted by a Revolving
         Lender pursuant to this paragraph (iii) shall be irrevocable.

                  (iv) The Administrative Agent shall notify the Borrower, by
         facsimile, of all the Competitive Bids made, the Applicable
         Eurocurrency Margin or fixed rate of interest for each Competitive Bid,
         the principal amount and the Interest Period (including the last day
         thereof) of each Competitive Local Currency Loan in respect of which a
         Competitive Bid was made and the identity of the Revolving Lender that
         made each Competitive Bid, by not later than 3:30 p.m. three Business
         Days (or, solely in the case of Local Currency Borrowings denominated
         in Japanese Yen, four Business Days) before the Competitive Local
         Currency Borrowing. The Administrative Agent shall send a copy of all
         Competitive Bids to the Borrower for its records as promptly as
         practicable after completion of the bidding process set forth in this
         Section 2.06(c).

                  (v) The Borrower may in its sole discretion, subject only to
         the provisions of this paragraph (v), accept or reject any Competitive
         Bid referred to in paragraph (iv) above. The Borrower shall notify the
         Administrative Agent by telephone, confirmed by facsimile (which shall
         be signed by the Borrower) in a Competitive Bid Accept/Reject Letter,
         whether and to what extent it has decided to accept or reject any or
         all of the Competitive Bids referred to in paragraph (iv) above not
         more than one hour after it shall have been notified of all such
         Competitive Bids by the Administrative Agent pursuant to such paragraph
         (iv); provided that (A) the failure of the Borrower to give such notice
         shall be deemed to be a rejection of all the Competitive Bids referred
         to in paragraph (iv) above, (B) the Borrower shall not accept a
         Competitive Bid made at a particular Competitive Bid Rate if it has
         decided to reject a Competitive Bid made at a lower Competitive Bid
         Rate, (C) the aggregate amount of the Competitive Bids accepted by the
         Borrower shall not exceed the principal amount specified in the
         Competitive Bid Request, (D) if the Borrower shall accept a Competitive
         Bid or Competitive Bids made at

                                       58

<PAGE>

         a particular Competitive Bid Rate but the amount of such Competitive
         Bid or Competitive Bids shall cause the total amount of Competitive
         Bids to be accepted to exceed the amount specified in the Competitive
         Bid Request, then the Borrower shall accept a portion of such
         Competitive Bid or Competitive Bids in an amount equal to the amount
         specified in the Competitive Bid Request less the amount of all other
         Competitive Bids accepted with respect to such Competitive Bid Request,
         which acceptance, in the case of multiple Competitive Bids at such
         Competitive Bid Rate, shall be made pro rata in accordance with the
         amount of each such Competitive Bid at such Competitive Bid Rate, and
         (E) except pursuant to clause (D) above, no Competitive Bid shall be
         accepted for a Competitive Local Currency Loan unless such Competitive
         Local Currency Loan is in a minimum principal amount the Dollar
         Equivalent of which is $100,000, and in a whole multiple of units of
         the relevant Local Currency the Dollar Equivalent of which is $100,000;
         provided further that if a Competitive Local Currency Loan must be in
         an amount the Dollar Equivalent of which is less than $100,000 because
         of the provisions of clause (D) above, such Competitive Local Currency
         Loan may be for a minimum amount the Dollar Equivalent of which is
         $20,000 or any whole multiple thereof and in calculating the pro rata
         allocation of acceptances of portions of multiple Competitive Bids at a
         particular Competitive Bid Rate pursuant to clause (D) the amounts
         shall be rounded to integral multiples the Dollar Equivalent of which
         is $20,000 in a manner which shall be in the discretion of the
         Borrower. A notice given by the Borrower pursuant to this paragraph (v)
         shall be irrevocable.

                  (vi) The Administrative Agent shall promptly notify each
         bidding Lender whether or not its Competitive Bid has been accepted
         (and if so, in what amount and at which Competitive Bid Rate) by
         facsimile, and each successful bidder will thereupon become bound,
         subject to the other applicable conditions hereof, to make the
         Competitive Local Currency Loan in respect of which its Competitive Bid
         has been accepted.

                  (vii) In the case of any Eurocurrency Competitive Local
         Currency Loan, the Administrative Agent shall determine the Screen Rate
         for the applicable Interest Period and, promptly after making such
         determination, shall notify the Borrower and the Lenders that will be
         participating in such Eurocurrency Competitive Local Currency Loan of
         such Screen Rate.

                  (viii) No Competitive Local Currency Borrowing shall be
         requested or made hereunder if after giving effect thereto any of the
         conditions applicable to Revolving Loans set forth in Section 4.02
         would not be met.

                  (ix) If the Administrative Agent in its capacity as a
         Revolving Lender shall elect to submit a Competitive Bid in its
         capacity as a Revolving Lender, it shall submit such Competitive Bid
         directly to the Borrower one quarter of an hour earlier than the latest
         time at which the other Revolving Lenders are required to submit their
         Competitive Bids to the Administrative Agent pursuant to paragraph
         (iii) above.

                  (x) There shall not be more than ten Interest Periods in
         effect with respect to the Competitive Local Currency Loans.

                                       59

<PAGE>

                  (xi) All notices required by this Section 2.06 shall be given
         in accordance with Section 10.02.

         (d) Each Revolving Lender shall make each Local Currency Loan to be
made by it hereunder on the proposed date thereof by wire transfer of Same Day
Funds by 12:00 noon, London time (or the time of such other city designated by
the Administrative Agent), to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the applicable Lenders.

         2.07 EXCHANGE RATES; CURRENCY EQUIVALENTS.

         (a) The Administrative Agent or the applicable L/C Issuer, as
applicable, shall determine the Spot Rates as of each Calculation Date to be
used for calculating Dollar Equivalent amounts of Credit Extensions and
Outstanding Amounts denominated in Local Currencies. Such Spot Rates shall
become effective as of such Calculation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the
next Calculation Date to occur. Except for purposes of financial statements
delivered by Loan Parties hereunder or calculating financial covenants hereunder
or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent or the applicable
L/C Issuer, as applicable.

         (b) Wherever in this Agreement in connection with a Borrowing,
prepayment of a Local Currency Loan or the issuance, amendment or extension of a
Letter of Credit, an amount, such as a required minimum or multiple amount, is
expressed in Dollars, but such Borrowing, Local Currency Loan or Letter of
Credit is denominated in a Local Currency, such amount shall be the relevant
Local Currency Equivalent of such Dollar amount (rounded to the nearest unit of
such Local Currency, with 0.5 of a unit being rounded upward), as determined by
the Administrative Agent or the applicable L/C Issuer, as the case may be.

         2.08 PREPAYMENTS.

         (a) Voluntary Prepayments of Committed Loans. The Borrower may, upon
notice to the Administrative Agent, at any time or from time to time voluntarily
prepay Tranche A-1 Term Loans, Tranche A-2 Term Loans, if any, Tranche B Term
Loans or Revolving Loans in whole or in part without premium or penalty;
provided that (i) such notice must be received by the Administrative Agent not
later than 12:00 noon (A) one Business Day prior to any date of prepayment of
Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii)
any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding. Each such notice shall specify
the date and amount of such prepayment and the Type(s) of Committed Loans to be
prepaid. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender's Pro Rata Share
of such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment

                                       60

<PAGE>

of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 3.05. Any
voluntary prepayment of the Term Loans pursuant to this Section 2.08(a) shall be
applied to prepay the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, if
any, and the Tranche B Term Loans of the Lenders on a pro rata basis (in
accordance with the respective outstanding principal amounts thereof) and shall
be applied to reduce the scheduled installments of principal of the Tranche A-1
Term Loans, the Tranche A-2 Term Loans, if any, and Tranche B Term Loans set
forth in Sections 2.10(a), (b) and (c), respectively, in forward chronological
order.

         (b) Voluntary Prepayments of Swing Line Loans. The Borrower may, upon
notice to the Swing Line Lender (with a copy to the Administrative Agent), at
any time or from time to time, voluntarily prepay Swing Line Loans in whole or
in part without premium or penalty; provided that (i) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be
in a minimum principal amount of $100,000 (or, if less, the entire principal
amount thereof then outstanding). Each such notice shall specify the date and
amount of such prepayment. If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.

         (c) Voluntary Prepayments of Local Currency Loans. The Borrower may,
upon notice to the Administrative Agent and the applicable Revolving Lender, at
any time or from time to time prepay Local Currency Loans in whole or in part
without premium; provided that (i) such notice must be received by the
Administrative Agent and the applicable Revolving Lender not later than 12:00
noon three Business Days (or, solely in the case of prepayments of Local
Currency Borrowings denominated in Japanese Yen, four Business Days) prior to
any date of prepayment and (ii) any such prepayment shall be in the applicable
Local Currency in a minimum amount the Dollar Equivalent of which is $100,000
(or, if less, the entire principal amount thereof then outstanding). Each such
notice shall specify the date and amount of such prepayment. If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein.

                                       61

<PAGE>

         (d) Mandatory Prepayments of Loans. If for any reason the Total
Utilization of Revolving Loan Commitments at any time exceeds the Revolving Loan
Commitments then in effect, the Borrower shall immediately prepay Swing Line
Loans and/or Revolving Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided, however, that the Borrower
shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.08(d) unless after the prepayment of the Revolving Loans and Swing
Line Loans contemplated by this sentence the Total Utilization of Revolving Loan
Commitments exceeds the Revolving Loan Commitments then in effect. In the event
that, on any Calculation Date, the Local Currency Loan Exposure exceeds 105% of
the Local Currency Sublimit, then, within three Business Days after notice
thereof to the Borrower from the Administrative Agent, the Borrower shall prepay
Local Currency Loans in an aggregate amount such that, after giving effect to
such prepayment, the Local Currency Loan Exposure does not exceed the Local
Currency Sublimit.

         (e) Application of Mandatory Prepayments.

                  (i) Any amount required to be applied as a mandatory
         prepayment of the Loans pursuant to Section 2.08(d) shall be applied
         first to prepay the Swing Line Loans to the full extent thereof,
         second, to the extent of any remaining portion of such amount, to
         prepay the Revolving Loans to the full extent thereof, and third, to
         the extent any remaining portion of such amount, to prepay the Local
         Currency Loans to the full extent thereof.

                  (ii) Any prepayments pursuant to Section 2.08(d) shall be
         applied first to any Base Rate Loans then outstanding and then to
         Eurodollar Rate Loans with the shortest Interest Periods remaining.

                  (iii) Any mandatory prepayments of the Local Currency Loans
         pursuant to Section 2.08(d) shall be applied to prepay each Lender's
         outstanding Local Currency Loans, if any, on a pro rata basis (in
         accordance with the respective outstanding principal amounts thereof).

                  (iv) The Borrower shall pay, together with each prepayment
         under this Section 2.08, accrued interest on the amount prepaid and any
         amounts required pursuant to Section 3.05.

         2.09 VOLUNTARY TERMINATION OR REDUCTION OF REVOLVING LOAN COMMITMENTS.
The Borrower may, upon notice to the Administrative Agent, terminate the
Revolving Loan Commitments, or from time to time permanently reduce the
Revolving Loan Commitments; provided that (a) any such notice shall be received
by the Administrative Agent (i) if any Local Currency Loans are outstanding, not
later than 12:00 noon three Business Days (or, solely in the case of Local
Currency Borrowings denominated in Japanese Yen, four Business Days) and (ii) if
no Local Currency Loans are outstanding, not later than 12:00 noon one Business
Day, prior to the date of termination or reduction, (b) any such partial
reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of
$1,000,000 in excess thereof, (c) the Borrower shall not terminate or reduce the
Revolving Loan Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Utilization of Revolving Loan Commitments

                                       62

<PAGE>

would exceed the Revolving Loan Commitments, and (d) if, after giving effect to
any reduction of the Revolving Loan Commitments, the Letter of Credit Sublimit,
the Local Currency Sublimit or the Swing Line Sublimit exceeds the amount of the
Revolving Loan Commitments, such Sublimit shall be automatically reduced by the
amount of such excess. The Administrative Agent will promptly notify the
Revolving Lenders of any such notice of termination or reduction of the
Revolving Loan Commitments. Any reduction of the Revolving Loan Commitments
shall be applied to the Revolving Loan Commitment of each Revolving Lender
according to its Pro Rata Share. All fees accrued until the effective date of
any termination of the Revolving Loan Commitments shall be paid on the effective
date of such termination.

         2.10 REPAYMENT OF LOANS.

         (a) Scheduled Payments of Tranche A-1 Term Loans. The Borrower shall
make principal payments on the Tranche A-1 Term Loans in installments on the
dates and in the amounts set forth below:

<TABLE>
<CAPTION>
          Date                             Scheduled Repayment
--------------------------------------------------------------
<S>                                        <C>
September 30, 2004                             $ 3,125,000
December 31, 2004                              $ 3,125,000
March 31, 2005                                 $ 3,125,000
June 30, 2005                                  $ 3,125,000
September 30, 2005                             $ 4,375,000
December 31, 2005                              $ 4,375,000
March 31, 2006                                 $ 4,375,000
June 30, 2006                                  $ 4,375,000
September 30, 2006                             $ 6,250,000
December 31, 2006                              $ 6,250,000
March 31, 2007                                 $ 6,250,000
June 30, 2007                                  $ 6,250,000
September 30, 2007                             $ 6,250,000
December 31, 2007                              $ 6,250,000
March 31, 2008                                 $ 6,250,000
June 30, 2008                                  $ 6,250,000
September 30, 2008                             $42,500,000
December 31, 2008                              $42,500,000
March 31, 2009                                 $42,500,000
Tranche A-1 Term Loan Maturity Date            $42,500,000
</TABLE>

                                       63

<PAGE>

; provided that the scheduled installments of principal of the Tranche A-1 Term
Loans set forth above shall be reduced in connection with any voluntary
prepayments of the Tranche A-1 Term Loans in accordance with Section 2.08; and
provided further, that the Tranche A-1 Term Loans and all other amounts owed
hereunder with respect to the Tranche A-1 Term Loans shall be paid in full no
later than the Tranche A-1 Term Loan Maturity Date, and the final installment
payable by the Borrower in respect of the Tranche A-1 Term Loans on such date
shall be in an amount, if such amount is different from that specified above,
sufficient to repay all amounts owing by the Borrower under this Agreement with
respect to the Tranche A-1 Term Loans.

         (b) Scheduled Payments of Tranche A-2 Term Loans. The Borrower shall
make principal payments on the Tranche A-2 Term Loans in installments on the
dates and in amounts corresponding to the percentages of the aggregate
outstanding principal amount of Tranche A-2 Term Loans (as of the Apogent
Funding Date) as of each such date set forth below:

<TABLE>
<CAPTION>
           Date                            Scheduled Repayment
--------------------------------------------------------------
<S>                                        <C>
March 31, 2005                                    2.50%
June 30, 2005                                     2.50%
September 30, 2005                                1.75%
December 31, 2005                                 1.75%
March 31, 2006                                    1.75%
June 30, 2006                                     1.75%
September 30, 2006                                2.50%
December 31, 2006                                 2.50%
March 31, 2007                                    2.50%
June 30, 2007                                     2.50%
September 30, 2007                                2.50%
December 31, 2007                                 2.50%
March 31, 2008                                    2.50%
June 30, 2008                                     2.50%
September 30, 2008                               17.00%
December 31, 2008                                17.00%
March 31, 2009                                   17.00%
Tranche A-2 Term Loan Maturity Date              17.00%
</TABLE>

                                       64

<PAGE>

; provided that the scheduled installments of principal of the Tranche A-2 Term
Loans set forth above shall be reduced in connection with any voluntary
prepayments of the Tranche A-2 Term Loans in accordance with Section 2.08; and
provided further, that the Tranche A-2 Term Loans and all other amounts owed
hereunder with respect to the Tranche A-2 Term Loans shall be paid in full no
later than the Tranche A-2 Term Loan Maturity Date, and the final installment
payable by the Borrower in respect of the Tranche A-2 Term Loans on such date
shall be in an amount, if such amount is different from that specified above,
sufficient to repay all amounts owing by the Borrower under this Agreement with
respect to the Tranche A-2 Term Loans.

         (c) Scheduled Payments of Tranche B Term Loans. The Borrower shall make
principal payments on the Tranche B Term Loans in installments on the dates and
in the amounts set forth below:

<TABLE>
<CAPTION>
         Date                            Scheduled Repayment
------------------------------------------------------------
<S>                                      <C>
September 30, 2004                          $   375,000
December 31, 2004                           $   375,000
March 31, 2005                              $   375,000
June 30, 2005                               $   375,000
September 30, 2005                          $   375,000
December 31, 2005                           $   375,000
March 31, 2006                              $   375,000
June 30, 2006                               $   375,000
September 30, 2006                          $   375,000
December 31, 2006                           $   375,000
March 31, 2007                              $   375,000
June 30, 2007                               $   375,000
September 30, 2007                          $   375,000
December 31, 2007                           $   375,000
March 31, 2008                              $   375,000
June 30, 2008                               $   375,000
September 30, 2008                          $   375,000
December 31, 2008                           $   375,000
March 31, 2009                              $   375,000
June 30, 2009                               $   375,000
September 30, 2009                          $   375,000
December 31, 2009                           $   375,000
</TABLE>

                                       65

<PAGE>

<TABLE>
<CAPTION>
         Date                            Scheduled Repayment
------------------------------------------------------------
<S>                                      <C>
March 31, 2010                              $   375,000
June 30, 2010                               $   375,000
September 30, 2010                          $35,250,000
December 31, 2010                           $35,250,000
March 31, 2011                              $35,250,000
Tranche B Term Loan Maturity Date           $35,250,000
</TABLE>

; provided that the scheduled installments of principal of the Tranche B Term
Loans set forth above shall be reduced in connection with any voluntary
prepayments of the Tranche B Term Loans in accordance with Section 2.08; and
provided further, that the Tranche B Term Loans and all other amounts owed
hereunder with respect to the Tranche B Term Loans shall be paid in full no
later than the Tranche B Term Loan Maturity Date, and the final installment
payable by the Borrower in respect of the Tranche B Term Loans on such date
shall be in an amount, if such amount is different from that specified above,
sufficient to repay all amounts owing by the Borrower under this Agreement with
respect to the Tranche B Term Loans.

         (d) The Borrower shall repay to the Revolving Lenders on the Revolving
Loan Maturity Date the aggregate principal amount of Revolving Loans outstanding
on such date.

         (e) The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the date 30 Business Days after such Swing Line Loan is made and
(ii) the Revolving Loan Maturity Date.

         (f) The Borrower shall repay each Local Currency Loan on the earlier to
occur of (i) the last day of the Interest Period of such Local Currency Loan or
(ii) the Revolving Loan Maturity Date.

         2.11 INTEREST.

         (a) Subject to the provisions of subsection (b) below:

                  (i) Tranche A-1 Term Loans, Tranche A-2 Term Loans and
         Revolving Loans shall bear interest through maturity as follows:

                           (A) each Eurodollar Rate Loan shall bear interest on
                  the outstanding principal amount thereof for each Interest
                  Period at a rate per annum equal to the Eurodollar Rate for
                  such Interest Period plus the Applicable Rate; and

                           (B) each Base Rate Loan shall bear interest on the
                  outstanding principal amount thereof from the applicable
                  borrowing date at a rate per annum equal to the Base Rate plus
                  the Applicable Rate.

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<PAGE>

                  (ii) Tranche B Term Loans shall bear interest through maturity
         as follows:

                           (A) each Eurodollar Rate Loan shall bear interest on
                  the outstanding principal amount thereof for each Interest
                  Period at a rate per annum equal to the Eurodollar Rate for
                  such Interest Period plus the Applicable Rate for Tranche B
                  Term Loans; and

                           (B) each Base Rate Loan shall bear interest on the
                  outstanding principal amount thereof from the applicable
                  borrowing date at a rate per annum equal to the Base Rate plus
                  the Applicable Rate for Tranche B Term Loans.

                  (iii) Each Swing Line Loan shall bear interest on the
         outstanding principal amount thereof from the applicable borrowing date
         at a rate per annum equal to the Base Rate plus the Applicable Rate.

                  (iv) The Local Currency Loans shall bear interest on the
         unpaid principal amount thereof (A) in the case of a Negotiated Local
         Currency Loan, at the interest rate agreed upon by the applicable
         Revolving Lender and the Borrower, (B) in the case of a Competitive
         Local Currency Loan, at the applicable Competitive Bid Rate.

         (b) (i) If any amount payable by the Borrower under any Loan Document
is not paid when due, whether at stated maturity, by acceleration or otherwise,
such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.

                  (ii) Accrued and unpaid interest on past due amounts
         (including interest on past due interest) shall be due and payable upon
         demand.

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

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

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Revolving Lender in accordance with its Pro Rata Share,
a commitment fee in Dollars equal to the Applicable Rate times the actual daily
amount by which the Revolving Loan Commitments exceed the sum of (i) the
Outstanding Amount of Revolving Loans (but, for the avoidance of doubt, not
including the Outstanding Amount of Swing Line Loans and the Outstanding Amount
of Local Currency Loans) and (ii) the Outstanding Amount of L/C Obligations. The
commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV
is not met, and shall be due and payable quarterly in arrears on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Revolving Loan Maturity Date. The commitment fee shall be

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<PAGE>

calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.

         (b) Ticking Fee. The Borrower shall pay to the Administrative Agent for
the account of each Tranche A-2 Term Loan Lender in accordance with its Pro Rata
Share, a ticking fee in Dollars equal to 0.375% per annum times the Tranche A-2
Term Loan Commitments. The ticking fee shall accrue at all times from and
including the Closing Date until the earlier of (i) the Funding Date of the
Tranche A-2 Term Loans or (ii) December 31, 2004, including at any time during
which one or more of the conditions in Article IV is not met. The ticking fee
shall be due and payable quarterly in arrears on the first Business Day after
September 30, 2004 and on the earlier of (A) the Funding Date of the Tranche A-2
Term Loans or (B) the first Business Day after December 31, 2004. The ticking
fee shall be calculated quarterly in arrears.

         (c) Other Fees.

                  (i) The Borrower shall pay, in Dollars, fees in the amounts
         and at the times specified in the Fee Letter. Such fees shall be fully
         earned when paid and shall not be refundable for any reason whatsoever.

                  (ii) The Borrower shall pay to the Administrative Agent and
         the Lenders, as the case may be, in Dollars, such fees as shall have
         been separately agreed upon in writing in the amounts and at the times
         so specified. Such fees shall be fully earned when paid and shall not
         be refundable for any reason whatsoever.

         2.13 COMPUTATION OF INTEREST AND FEES. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed or, in the case
of interest in respect of Local Currency Loans as to which market practice
differs from the foregoing, in accordance with such market practice. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which
it is made shall, subject to Section 2.15(a), bear interest for one day.

         2.14 EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the

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<PAGE>

Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.

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

         2.15 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in Same Day Funds not later than 2:30 p.m. on the date
specified herein. Except as otherwise expressly provided herein, all payments by
the Borrower hereunder with respect to principal and interest on Local Currency
Loans shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in such Local Currency and in Same Day Funds not
later than the Applicable Time specified by the Administrative Agent on the
dates specified herein. Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments due under this Agreement be
made in the United States. If, for any reason, the Borrower is prohibited by any
Laws from making any required payment hereunder in a Local Currency, the
Borrower shall make such payment in Dollars in the Dollar Equivalent of the
Local Currency payment amount. The Administrative Agent will promptly distribute
to each Lender its Pro Rata Share (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender's
Lending Office. All payments received by the Administrative Agent (i) after 2:30
p.m., in the case of payments in Dollars, or (ii) after the Applicable Time
specified by the Administrative Agent in the case of payments in an Local
Currency, shall in each case be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue until such next
succeeding Business Day.

         (b) If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day (unless such Business Day falls in a subsequent calendar month, in which
case such payment shall be made on the immediately preceding Business Day), and
such extension or reduction of time, if any, shall be reflected in computing
interest or fees, as the case may be.

         (c) Unless the Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a

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<PAGE>

corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds,
then:

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

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

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

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

         (e) The obligations of the Lenders hereunder to make Committed Loans
and to fund participations in Letters of Credit and Swing Line Loans are several
and not joint. The failure of any Lender to make any Committed Loan or to fund
any such participation on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan or purchase its participation.

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<PAGE>

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

         2.16 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans made
by it, or the participations in L/C Obligations or in Swing Line Loans held by
it, any payment (whether mandatory, voluntary, through the exercise of any right
of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them and/or such subparticipations
in the participations in L/C Obligations or Swing Line Loans held by them, as
the case may be, as shall be necessary to cause such purchasing Lender to share
the excess payment in respect of such Committed Loans or such participations, as
the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 10.06 (including
pursuant to any settlement entered into by the purchasing Lender in its
discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender's ratable share (according
to the proportion of (i) the amount of such paying Lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered, without further interest thereon. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section 2.16 and will in each case notify
the Lenders following any such purchases or repayments. Each Lender that
purchases a participation pursuant to this Section 2.16 shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, (i) taxes imposed on or measured by its
overall net income or capital (including branch profits taxes and franchise
taxes) by the jurisdiction (or any political subdivision thereof) under the Laws
of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office and (ii)

                                       71

<PAGE>

taxes or withholdings in effect and which, based on the forms, statements or
information provided under Section 10.16, would apply to amounts payable to the
Administrative Agent or any Lender at the time the Administrative Agent or such
Lender, as the case may be, becomes a party to the agreement or designates a new
lending office (all such non-excluded taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as "Taxes"). If the Borrower shall be required by
any Laws to deduct any Taxes from or in respect of any sum payable under any
Loan Document to the Administrative Agent or any Lender, (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
3.01(a)), each of the Administrative Agent and such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

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

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

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

         (e) (i) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund (whether by way of a direct payment or
by offset) of any Taxes or Other Taxes as to which it has been indemnified by
the Borrower with respect to which the Borrower has paid additional amounts
pursuant to this Section 3.01, it shall pay over the amount of such

                                       72

<PAGE>

refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority.

                  (ii) If the Administrative Agent or a Lender which has
         received indemnification from the Borrower with respect to which the
         Borrower has paid additional amounts pursuant to this Section 3.01
         shall become aware that it is entitled to a refund (whether by way of a
         direct payment or by offset) of any Taxes or Other Taxes as to which it
         has been indemnified by or has received additional amounts from the
         Borrower, the Administrative Agent or such Lender shall, at the expense
         of the Borrower, reasonably cooperate with the Borrower in seeking to
         obtain such refund.

                  (iii) Nothing contained in this Section 3.01(e) shall require
         the Administrative Agent or any Lender to make available its tax
         returns (or any other information relating to its Taxes or Other Taxes
         which it deems confidential) to the Borrower or any other Person.

         3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans or Eurocurrency Competitive Local Currency Loans, or to
determine or charge interest rates based upon the Eurodollar Rate or the Screen
Rate, as the case may be, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or Eurocurrency Competitive Local Currency Loans
or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until
such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay all Eurodollar Rate Loans and Eurocurrency
Competitive Local Currency Loans or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans or Eurocurrency Competitive Local Currency Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans or Eurocurrency Competitive Local Currency Loans. Upon any
such prepayment or conversion, the Borrower shall also pay accrued interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine
that for any reason adequate and reasonable means do not exist for determining
the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan or the Eurodollar Rate

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<PAGE>

for any requested Interest Period with respect to a proposed Eurodollar Rate
Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the
Borrower and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such notice. Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Committed Borrowing
of Base Rate Loans in the amount specified therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis or rate of taxation of overall net
income (including branch profits taxes and franchise taxes) or overall gross
income or any other tax in lieu thereof by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by Section 3.04(c)), then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction.

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

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

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<PAGE>

         (d) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender as specified in paragraph (a), (b) or (c) of
this Section 3.04 shall be delivered to the Borrower and shall be conclusive
absent manifest error. Any such certificate shall be accompanied by an
explanation of the circumstances or event that resulted in such claim for
compensation.

         (e) Notwithstanding any other provision of this Section 3.04, the
Borrower shall not be required to compensate a Lender pursuant to this Section
3.04 for any increased costs or reductions incurred more than 180 days prior to
the date that such Lender notifies the Borrower of the change in Law giving rise
to such increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided that, if the change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.

         (f) Notwithstanding any other provision of this Section 3.04, no Lender
shall be entitled to compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital under this
Section 3.04 unless such Lender represents to the Borrower that at the time it
is the policy or general practice of such Lender to demand such compensation for
comparable costs or reductions, if any, in similar circumstances, if any, under
comparable provisions of other credit agreements for comparable customers.

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

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

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

         (c) any failure by the Borrower to make payment of any Local Currency
Loan or drawing under any Letter of Credit (or interest due thereon) denominated
in a Local Currency on its scheduled date or any payment thereof in a different
currency; or

         (d) any assignment of a Eurodollar Rate Loan or Eurocurrency
Competitive Local Currency Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section
10.17;

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

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Base Rate Loan made

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by it at the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the London interbank Eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be delivered to the Borrower and shall
be conclusive in the absence of manifest error. In determining such amount, the
Administrative Agent or such Lender may use any reasonable averaging and
attribution methods. Any such certificate shall be accompanied by an explanation
of the circumstances or event that resulted in such claim for compensation.

         (b) Upon any Lender's making a claim for compensation under Section
3.01 or 3.04, (i) such Lender shall use reasonable efforts (consistent with
legal and regulatory restrictions) to change the jurisdiction of its lending
office or assign its rights and obligations hereunder to another of its offices,
branches or affiliates so as to eliminate or reduce any such additional payment
by the Borrower which may thereafter accrue, if such change is not otherwise
disadvantageous to such Lender, and (ii) the Borrower may replace such Lender in
accordance with Section 10.17.

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

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

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

         (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party (as applicable), each dated the Closing Date (or, in the case
of certificates of governmental officials, a recent date before the Closing
Date) and each in form and substance satisfactory to the Administrative Agent
and each of the Lenders:

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

                  (ii) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of each Loan Party as the Administrative Agent may reasonably
         require evidencing the identity, authority and capacity of each
         Responsible Officer thereof authorized to act as a Responsible Officer
         in connection with this Agreement and the other Loan Documents to which
         such Loan Party is a party;

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                  (iii) such documents and certifications as the Administrative
         Agent may reasonably require to evidence that each Loan Party is duly
         organized or formed, and that each of the Borrower and the Guarantors
         is validly existing, in good standing and qualified to engage in
         business in its jurisdiction of organization;

                  (iv) favorable opinions of Skadden, Arps, Slate, Meagher &
         Flom LLP, special counsel to the Loan Parties, and of Todd M. DuChene,
         general counsel of the Borrower, addressed to the Administrative Agent
         and each Lender, as to the matters set forth in Exhibit G and such
         other matters concerning the Loan Parties and the Loan Documents as the
         Required Lenders may reasonably request; provided that to the extent
         such matters relate to Pennsylvania and Utah law, such favorable
         opinion instead may be rendered on such matters by Dechert LLP and
         Prince Yeates & Geldzahler, a professional corporation, respectively;

                  (v) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, (B) that all approvals of
         shareholders of each of the Borrower and Apogent required for
         consummation of the Merger have been obtained and (C) that there has
         been no event or circumstance since the date of the Audited Financial
         Statements that has had, individually or in the aggregate, a Material
         Adverse Effect;

                  (vi) a duly completed Compliance Certificate as of the fiscal
         quarter of the Borrower ended March 31, 2004;

                  (vii) a certificate signed by a Responsible Officer of the
         Borrower demonstrating in reasonable detail, in each case after giving
         pro forma effect to the Merger, (A) compliance with each of the
         covenants in clauses (a) and (c) of Section 7.10 and (B) a Consolidated
         Leverage Ratio of less than 4.20 to 1.00;

                  (viii) evidence that the credit facilities extended hereunder
         shall receive, upon consummation of the Merger, a rating of not less
         than Ba2 from Moody's and BBB - from S&P;

                  (ix) certificates (which certificates shall be accompanied by
         irrevocable undated stock powers, duly endorsed in blank and otherwise
         satisfactory in form and substance to the Administrative Agent)
         representing all Equity Interests pledged pursuant to the Pledge
         Agreement;

                  (x) (A) the results of a recent search, by a Person reasonably
         satisfactory to the Administrative Agent, of all effective UCC
         financing statements and fixture filings and all judgment and tax lien
         filings which may have been made with respect to any personal or mixed
         property of any Loan Party, together with copies of all such filings
         disclosed by such search, and (B) UCC termination statements duly
         executed by all applicable Persons for filing in all applicable
         jurisdictions as may be necessary to terminate any effective UCC
         financing statements or fixture filings disclosed in such search (other
         than any such financing statements or fixture filings in respect of
         Liens permitted to remain outstanding pursuant to the terms of this
         Agreement);

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                  (xi) UCC financing statements with respect to the Pledged
         Collateral of such Loan Party, for filing in all jurisdictions as may
         be necessary or, in the opinion of the Administrative Agent, desirable
         to perfect the Liens created in such Pledged Collateral pursuant to the
         Pledge Agreement;

                  (xii) releases duly executed (if necessary) of security
         interests by all applicable Persons for filing in all applicable
         jurisdictions as may be necessary to terminate any effective filings in
         any IP Filing Office in respect of any IP Collateral (other than any
         such filings in respect of Liens permitted to remain outstanding
         pursuant to the terms of this Agreement);

                  (xiii) (A) pro forma financial statements consisting of
         consolidated balance sheets, statements of income and cash flows,
         giving pro forma effect to the Merger, which shall be in form and
         substance satisfactory to the Administrative Agent and (B) projected
         financial statements consisting of consolidated balance sheets,
         statements of income and cash flows on a quarterly basis of the
         Borrower and its Subsidiaries for the remainder of the fiscal year
         ending December 31, 2004 and for each fiscal year thereafter through
         the fiscal year ending December 31, 2011;

                  (xiv) evidence that the Existing Credit Agreement has been or
         concurrently with the Closing Date is being terminated and all Liens
         securing obligations under the Existing Credit Agreement have been or
         concurrently with the Closing Date are being released; and

                  (xv) such other certificates or documents as the
         Administrative Agent or Required Lenders reasonably may require.

         (b) The Borrower shall have obtained all Governmental Authorizations
and all consents of other Persons, in each case that are necessary in connection
with the transactions contemplated by the Loan Documents, and each such
Governmental Authorization and consent shall be in full force and effect, except
in a case where the failure to obtain or maintain a Governmental Authorization
or consent, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. All applicable waiting periods shall
have expired without any action being taken or threatened by any significant
governmental or regulatory authority that could restrain, prevent or otherwise
impose any material adverse conditions on the Borrower and its Subsidiaries,
taken as a whole.

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

         (d) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as
shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

         (e) The Closing Date shall have occurred on or before September 30,
2004.

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         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurodollar Rate Loans) on each Funding Date is subject to
satisfaction of the following conditions precedent:

         (a) The representations and warranties of the Borrower and each other
Loan Party contained in Article V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct in all material respects on and as of
the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01.

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

         (c) The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

         (d) In the case of a Credit Extension to be denominated in a Local
Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Administrative Agent,
the applicable Revolving Lenders (in the case of any Loans to be denominated in
a Local Currency) or the applicable L/C Issuer (in the case of any Letter of
Credit to be denominated in a Local Currency) would make it impracticable for
such Credit Extension to be denominated in the relevant Local Currency.

         Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

         4.03 CONDITIONS TO CERTAIN LOANS. The obligation of each Lender to
honor the initial Request for Credit Extension relating to either the Tranche
A-2 Term Loans or to Revolving Loans, Swing Line Loans, Local Currency Loans or
L/C Credit Extensions that would result in the Total Utilization of Revolving
Loan Commitments exceeding $190,000,000, is subject to satisfaction of the
following conditions precedent:

         (a) Consummation of the Merger. The Administrative Agent shall have
received a certificate signed by a Responsible Officer of the Borrower to the
effect that all conditions to the Merger set forth in the Merger Agreement have
been satisfied or the fulfillment of any such conditions has been waived and the
Merger shall have become effective in accordance with the terms of the Merger
Agreement, the Articles of Merger and the laws of the State of Wisconsin.

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         (b) Apogent Guaranty and Pledge Agreement. Apogent shall have executed
and delivered to the Administrative Agent a counterpart of the Guaranty and the
Pledge Agreement.

         (c) Additional Documents. The Administrative Agent shall have received
the following, each of which shall be originals or facsimiles (followed promptly
by originals) unless otherwise specified, each dated the Apogent Funding Date
(or, in the case of certificates of governmental officials, a recent date before
the Apogent Funding Date) and each in form and substance satisfactory to the
Administrative Agent:

                  (i) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of Responsible
         Officers of Apogent as the Administrative Agent may require evidencing
         the identity, authority and capacity of each Responsible Officer
         thereof authorized to act as a Responsible Officer in connection with
         this Agreement and the other Loan Documents to which Apogent is a
         party;

                  (ii) such documents and certifications as the Administrative
         Agent may reasonably require to evidence that Apogent is duly organized
         or formed, validly existing, in good standing and qualified to engage
         in business in its jurisdiction of organization;

                  (iii) (A) the results of a recent search, by a Person
         reasonably satisfactory to the Administrative Agent, of all effective
         UCC financing statements and fixture filings and all judgment and tax
         lien filings which may have been made with respect to any personal or
         mixed property of Apogent, together with copies of all such filings
         disclosed by such search, and (B) UCC termination statements duly
         executed by all applicable Persons for filing in all applicable
         jurisdictions as may be necessary to terminate any effective UCC
         financing statements or fixture filings disclosed in such search (other
         than any such financing statements or fixture filings in respect of
         Liens permitted to remain outstanding pursuant to the terms of this
         Agreement);

                  (iv) UCC financing statements with respect to the Pledged
         Collateral of Apogent, for filing in all jurisdictions as may be
         necessary or, in the opinion of the Administrative Agent, desirable to
         perfect the Liens created in such Pledged Collateral pursuant to the
         Pledge Agreement;

                  (v) releases duly executed (if necessary) of security
         interests by all applicable Persons for filing in all applicable
         jurisdictions as may be necessary to terminate any effective filings in
         any IP Filing Office in respect of any IP Rights of Apogent (other than
         any such filings in respect of Liens permitted to remain outstanding
         pursuant to the terms of this Agreement);

                  (vi) evidence that the Apogent Credit Agreement has been
         terminated prior to or concurrently with the Merger and all Liens
         securing obligations under the Apogent Credit Agreement has been or
         concurrently with the first Funding Date applicable to any such Loans
         are being released;

                  (vii) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied and (B)

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         that there has been no event or circumstance since the date of the
         Combined Financial Statements that has had, individually or in the
         aggregate, a Material Adverse Effect;

                  (viii) favorable opinions of Skadden, Arps, Slate, Meagher &
         Flom LLP, special counsel to the Borrower, and of Todd M. DuChene,
         general counsel of the Borrower, addressed to the Administrative Agent
         and each Lender, regarding certain matters concerning Apogent and
         certain of its Subsidiaries as the Administrative Agent or Required
         Lenders may reasonably request; provided that to the extent such
         matters relate to Wisconsin law, such favorable opinion instead may be
         rendered on such matters by Quarles & Brady LLP; and

                  (ix) a side letter from Apogent that designates the
         Obligations as "Designated Senior Indebtedness" for purposes of and as
         defined in certain Indenture dated as of June 2, 2003 among Apogent,
         the subsidiary guarantors party thereto and The Bank of New York, as
         Trustee, relating to the 6-1/2% Senior Subordinated Notes due 2013 and
         all supplemental indentures thereto.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority to (i) own its assets
and carry on its business as now conducted and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing (or similar concept under
applicable Law of the relevant jurisdiction) under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license, and (d) is in compliance with
all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien (other than the creation
of Liens under any of the Loan Documents in favor of the Administrative Agent on
behalf of the Lenders) under, (i) any Contractual Obligation to which such
Person is a party or (ii) any material order, injunction, writ or decree of any
Governmental Authority to which such Person or its property is subject; or (c)
violate any Law in any material respect.

         5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No material approval,
consent, exemption, authorization, or other material action by, or material
notice to, or material filing with, any Governmental Authority or any other
Person that has not been obtained or made is

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necessary or required in connection with the execution, delivery or performance
by, or enforceability against, any Loan Party of this Agreement or any other
Loan Document.

         5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (ii) fairly present in all material
respects the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein. Except as disclosed in the Audited
Financial Statements and except for Disclosed Matters, after giving effect to
the transactions on the Closing Date contemplated hereby, neither the Borrower
nor any of its Subsidiaries has, as of the Closing Date, any material contingent
liabilities, unusual long-term commitments or unrealized losses.

         (b) The unaudited consolidated balance sheet of the Borrower and its
Subsidiaries dated March 31, 2004, and the related consolidated statements of
income or operations, shareholders' equity and cash flows for the fiscal quarter
ending on that date (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii) fairly present in all material respects the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments.

         (c) Since the date of the Combined Financial Statement and the Audited
Financial Statements, there has been no event or circumstance, individually or
in the aggregate, that has had a Material Adverse Effect.

         5.06 LITIGATION. Except for the Disclosed Matters, there are no
actions, suits, proceedings, claims or disputes pending or, to the Actual
Knowledge of the Borrower, threatened, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries that (a) purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby, or (b)
individually or in the aggregate, if determined adversely, could reasonably be
expected to have a Material Adverse Effect.

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

         5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Subsidiary has good title to or, in the case of leasehold interests in real or
personal property, valid leasehold interests in, all of their respective
properties and assets, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Borrower and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section 7.01.

         5.09 ENVIRONMENTAL COMPLIANCE. Except as set forth in Schedule 5.09:

         (a) to the Actual Knowledge of the Borrower, neither the Borrower nor
any of its Subsidiaries nor any of their respective Facilities or operations are
subject to any outstanding written order, consent decree or settlement agreement
with any Person relating to (i) any Environmental Law or (ii) any Environmental
Liability that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect;

         (b) neither the Borrower nor any of its Subsidiaries has received any
letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604)
or any comparable state law;

         (c) there are and, to the Actual Knowledge of the Borrower, have been
no conditions, occurrences, or events that could reasonably be expected to form
the basis of an Environmental Liability against the Borrower or any of its
Subsidiaries that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect; and

         (d) compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws would not, individually or
in the aggregate, be reasonably expected to result in a Material Adverse Effect.

         5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal
and all material state and other tax returns and reports required to be filed,
and have paid all Federal, state and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with GAAP or to the
extent that the failure to do so would not reasonably be expected to have a
Material Adverse Effect. To the Actual

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Knowledge of the Borrower, there is no proposed tax assessment against the
Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

         5.12 ERISA COMPLIANCE.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the Actual
Knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

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

         (c) No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other ERISA Events for which liability could
be reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect.

         (d) The present value of all accumulated benefit obligations under each
Pension Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of such Pension Plan by an amount that, if required to be
funded, would be reasonably likely to result in a Material Adverse Effect, and
the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of all such underfunded Pension Plans by an amount that, if required
to be funded, would be reasonably likely to result in a Material Adverse Effect.

         5.13 SUBSIDIARIES. As of the Closing Date, the Borrower has no
Subsidiaries other than those specifically disclosed in Part A of Schedule 5.13
and has no equity investments constituting ownership in excess of 5% in any
other corporation or entity other than those specifically disclosed in Part B of
Schedule 5.13.

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

         (a) No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of the regulations of
the FRB, including Regulations T, U and X. Less than 25% of the value (as
determined by any reasonable method) of the assets of the

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Borrower and its Subsidiaries, on a consolidated basis and on an unconsolidated
basis, consist of "margin stock" (within the meaning of the regulations of the
FRB).

         (b) Neither the Borrower nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935 or the
Investment Company Act of 1940.

         5.15 DISCLOSURE. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished), taken as a whole, contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projections, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

         5.16 COMPLIANCE WITH LAWS. Each of the Borrower and each Subsidiary is
in compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

         5.17 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, except for those for which the
failure to own or to possess the right to use could not reasonably be expected
to result in a Material Adverse Effect. To the Actual Knowledge of the Borrower,
no slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the
Borrower or any Subsidiary infringes upon any rights held by any other Person,
except for any such infringements that, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. Except as
specifically disclosed in Schedule 5.17, no claim or litigation regarding any of
the foregoing is pending or, to the Actual Knowledge of the Borrower,
threatened, which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

         5.18 EMPLOYEE MATTERS. There is no strike or work stoppage in existence
or, to the Actual Knowledge of the Borrower, threatened involving the Borrower
or any Subsidiary that could reasonably be expected to result in a Material
Adverse Effect.

         5.19 MATTERS RELATING TO COLLATERAL.

         (a) Governmental Authorizations. No authorization, approval or other
action by, and no notice to or filing with, any Governmental Authority is
required for either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of the Administrative

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Agent pursuant to any of the Collateral Documents or (ii) the exercise by the
Administrative Agent of any rights or remedies in respect of any Collateral
(whether specifically granted or created pursuant to any of the Collateral
Documents or created or provided for by applicable law), except for filings or
recordings contemplated by the Collateral Documents and except as may be
required, in connection with the disposition of any Pledged Collateral, by laws
generally affecting the offering and sale of securities; provided that, with
respect to any Collateral in which a Lien is granted by the Borrower and the
Guarantors pursuant to Section 6.13, the foregoing shall be subject to such
exceptions as may be agreed between the Borrower and the Administrative Agent at
the time such Lien security is granted.

         (b) Absence of Third-Party Filings. Except such as may have been filed
in favor of the Administrative Agent as contemplated by the Collateral Documents
and as otherwise permitted by this Agreement, (i) no effective UCC financing
statement, fixture filing or other instrument similar in effect covering all or
any part of the Collateral is on file in any filing or recording office and (ii)
no effective filing covering all or any part of the IP Collateral is on file in
any IP Filing Office (other than any such filings (A) in respect of Liens that
are permitted to remain outstanding pursuant to the terms of this Agreement and
(B) in respect of Liens that shall be released upon the filing of UCC
termination statements and releases delivered to the Administrative Agent
pursuant to Sections 4.01(a)(x) and (xii)).

         (c) Margin Regulations. The pledge of the Pledged Collateral pursuant
to the Collateral Documents does not violate Regulation T, U or X of the FRB.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause
each Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent (for
distribution to each Lender):

         (a) as soon as available, but in any event within 100 days after the
end of each fiscal year of the Borrower (commencing with the fiscal year ending
December 31, 2004), a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any "going concern" or like qualification
or exception or any qualification or exception as to the scope of such audit, or
any other qualification or exception to the extent that the issue identified in
such other qualification or exception could reasonably be expected to have a
Material Adverse Effect; and

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         (b) as soon as available, but in any event within 50 days after the end
of each of the first three consecutive fiscal quarters of each fiscal year of
the Borrower (commencing with the fiscal quarter ending June 30, 2004), a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of the Borrower's fiscal year then ending, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting in all material respects the financial condition, results
of operations, shareholders' equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

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

         (a) concurrently with the delivery of the financial statements under
Section 6.01(a), a letter of the accounting firm that reported on such financial
statements stating that, in connection with the accounting firm's audit, nothing
came to the attention of such firm that caused it to believe that the Borrower
failed to comply with Section 7.01 and Section 7.10 insofar as such Sections
related to financial and accounting matters, and that such accounting firm's
audit was not directed primarily toward obtaining knowledge of non-compliance
with such Sections;

         (b) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b) (commencing with the delivery of the financial
statements for the fiscal quarter ending June 30, 2004), a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower; and

         (c) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent may from time
to time reasonably request.

         Documents required to be delivered pursuant to Section 6.01(a) or (b)
(to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower's website on the Internet at the
website address listed on Schedule 10.02; or (ii) on which such documents are
posted on the Borrower's behalf on an Internet or intranet website, if any, to
which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (A) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrower
to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and (B) the Borrower
shall notify (which may be by facsimile or electronic mail) the Administrative
Agent of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance

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the Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b) to the Administrative Agent. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it by the Administrative Agent or
maintaining its copies of such documents.

         6.03 NOTICES. Promptly, after the Borrower obtains Actual Knowledge
thereof, notify the Administrative Agent (and the Administrative Agent shall
notify each Lender):

         (a) of the occurrence of any Default;

         (b) of any filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or affecting the
Borrower or any of its Subsidiaries that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;

         (c) of the occurrence of any ERISA Events that, individually or in the
aggregate, could reasonably be expected to result in a current liability of the
Borrower and its Subsidiaries in an aggregate amount in excess of $40,000,000;

         (d) of any other development that results or is reasonably likely to
result in a Material Adverse Effect;

         (e) of any announcement by Moody's or S&P of any change in a rating
assigned to these credit facilities; and

         (f) of any Person (including any Domestic Subsidiary of the Borrower)
becoming a Material Domestic Subsidiary after the Closing Date; provided that
the Borrower shall notify the Administrative Agent of such occurrence within 30
days after the end of any fiscal quarter in which any Person becomes a Material
Domestic Subsidiary (or in the event that any Person becomes a Material Domestic
Subsidiary as the result of a Permitted Acquisition, within 30 days after the
date such Permitted Acquisition is consummated).

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

         6.04 PAYMENT OF OBLIGATIONS. The Borrower will, and will cause each of
its Subsidiaries to, pay its material Indebtedness and other material
obligations, including material tax liabilities, before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books reserves with respect thereto to the
extent required by GAAP, (c) such contest effectively suspends collection of the
contested obligation

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and the enforcement of any Lien securing such obligation and (d) the failure to
make payment pending such contest could not reasonably be expected to result in
a Material Adverse Effect.

         6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names and service
marks in the ordinary and usual course of its business, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.

         6.06 MAINTENANCE OF PROPERTIES. Maintain and keep all of its material
properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear excepted; provided that
nothing in this Section 6.06 shall prohibit any Disposition permitted by Section
7.05.

         6.07 MAINTENANCE OF INSURANCE.

         Maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained
by companies of established repute engaged in the same or similar businesses
operating in the same or similar locations. The Borrower will furnish to the
Administrative Agent, upon request of the Administrative Agent or any Lender,
information in reasonable detail as to the insurance so maintained.

         6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

         6.09 BOOKS AND RECORDS. Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be.

         6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender (after consultation
with, and subject to coordination of visits by, the Administrative Agent), at
the expense of the Administrative Agent or such Lender, as the case may be
(unless an Event of Default has occurred and is continuing, in which case the
Borrower shall pay such expenses) to visit and inspect any of its properties, to
examine its corporate, financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss its affairs, finances and accounts with
its directors, officers, and independent public accountants, all at reasonable
times during normal business hours and as often as may be reasonably desired,
upon at least three Business Days' notice to the Borrower; provided,

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however, that unless an Event of Default has occurred and is continuing, such
rights may only be exercised once in any calendar year by the Administrative
Agent and each Lender; and provided further that when an Event of Default has
occurred and is continuing, the Administrative Agent or any Lender (or any of
their respective representatives or independent contractors) may do any of the
foregoing at the expense of, the Borrower at any time during normal business
hours and upon at least two Business Days' notice to the Borrower.

         6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions to
repay the Existing Indebtedness, and to provide financing for working capital,
capital expenditures and for general corporate purposes.

         6.12 EXECUTION OF GUARANTY AND EQUITY PLEDGE DOCUMENTS AFTER THE
CLOSING DATE.

         (a) Execution of Guaranty and Equity Pledge Documents. In the event
that any Domestic Subsidiary of the Borrower existing on the Closing Date that
has not previously executed the Guaranty hereafter becomes a Material Domestic
Subsidiary, or in the event that any Person becomes a Material Domestic
Subsidiary of the Borrower after the date hereof, the Borrower will promptly
notify the Administrative Agent of that fact and cause such Material Domestic
Subsidiary to execute and deliver to the Administrative Agent a counterpart of
the Guaranty. In addition, the Borrower shall, or shall cause any Guarantor that
owns Equity Interests of such Material Domestic Subsidiary to, execute and
deliver to the Administrative Agent a counterpart (if applicable) and a
supplement to the Pledge Agreement and to deliver to the Administrative Agent
all certificates representing such Equity Interests of such Material Domestic
Subsidiary and any Material Domestic Subsidiary of such Material Domestic
Subsidiary (accompanied by irrevocable undated stock powers, duly endorsed in
blank); provided that the Administrative Agent may agree, in its reasonable
discretion, with respect to any pledge of Equity Interests contemplated by this
clause (a), that the pledge of such Equity Interests is impossible, impractical
or unreasonably burdensome or expensive and the Administrative Agent may, in its
sole discretion, consent to a waiver of the pledge of any such Equity Interests.
Notwithstanding the foregoing, (i) no Material Domestic Subsidiary of Apogent
shall be required pursuant to this Section 6.12 to execute the Guaranty or the
Pledge Agreement and (ii) any pledge of Equity Interests of a Material Domestic
Subsidiary substantially all of whose assets consist of the Equity Interests in
"controlled foreign corporations" under Section 957 of the Code shall be limited
to a pledge of 65% of such Equity Interests.

         (b) Material Foreign Subsidiaries. In the event that any Person becomes
a Material Foreign Subsidiary of the Borrower after the date hereof, the
Borrower will promptly notify the Administrative Agent of that fact and shall,
or shall cause any Guarantor that owns Equity Interests of such Material Foreign
Subsidiary to, execute and deliver to the Administrative Agent a counterpart (if
applicable) and a supplement to the Pledge Agreement and to deliver to the
Administrative Agent all certificates representing such Equity Interests of such
Material Foreign Subsidiary (accompanied by irrevocable undated stock powers,
duly endorsed in blank); provided that (i) the Administrative Agent may agree,
in its reasonable discretion, with respect to any pledge of Equity Interests
contemplated by this clause (b), that the pledge of such Equity Interests is
impossible, impractical or unreasonably burdensome or expensive and the
Administrative Agent may, in its sole discretion, consent to a waiver of the
pledge of any such

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Equity Interests and (ii) any pledge of the Equity Interests in a Material
Foreign Subsidiary that is a "controlled foreign corporation" under Section 957
of the Code or substantially all of whose assets consist of the Equity Interests
in "controlled foreign corporations" under Section 957 of the Code shall be
limited to a pledge of 65% of such Equity Interests to the extent the pledge of
any greater percentage would result in adverse tax consequences to the Borrower.

         (c) Subsidiary Organization Documents, Legal Opinions, Etc. The
Borrower shall deliver to the Administrative Agent, together with the Loan
Documents contemplated by Sections 6.12(a) and (b), (i) certified copies of such
Subsidiary's Organization Documents, together with, if such Subsidiary is a
Domestic Subsidiary, a good standing certificate (or similar document under
applicable Law) from the Secretary of State of the jurisdiction of its
organization and each other state in which such Person is qualified to do
business and, to the extent generally available, a certificate or other evidence
of good standing as to payment of any applicable franchise or similar taxes from
the appropriate taxing authority of each of such jurisdictions, each to be dated
a recent date prior to their delivery to the Administrative Agent, (ii) a
certificate executed by the secretary or similar officer of such Subsidiary as
to (A) the fact that the attached resolutions of such Subsidiary approving and
authorizing the execution, delivery and performance of such Loan Documents are
in full force and effect and have not been modified or amended and (B) the
incumbency and signatures of the officers of such Subsidiary executing such Loan
Documents, and (iii) a favorable opinion of counsel to such Subsidiary (subject
to customary qualifications, assumptions and exceptions), in form and substance
satisfactory to the Administrative Agent and its counsel, as to (A) the due
organization and good standing of such Subsidiary, (B) the due authorization,
execution and delivery by such Subsidiary of such Loan Documents, (C) the
enforceability of such Loan Documents against such Subsidiary and (D) such other
matters (including matters relating to the creation and perfection of Liens in
any Collateral pursuant to such Loan Documents) as the Administrative Agent may
reasonably request, all of the foregoing to be satisfactory in form and
substance to the Administrative Agent and its counsel.

         (d) The requirements of Sections 6.12(a) through (c) shall be satisfied
within 30 days after the end of any fiscal quarter in which any Person becomes a
Material Domestic Subsidiary (or in the event that any Person becomes a Material
Domestic Subsidiary as the result of a Permitted Acquisition, within 30 days
after the date such Permitted Acquisition is consummated) and 45 days after the
end of the fiscal quarter in which any Person becomes a Material Foreign
Subsidiary (or in the event that any Person becomes a Material Foreign
Subsidiary as the result of a Permitted Acquisition, within 45 days after the
date such Permitted Acquisition is consummated) or, in each case, such later
date agreed by the Administrative Agent in its sole discretion.

         (e) At any time on or after August 17, 2004 that any Subsidiary of the
Borrower that is not a Guarantor has obligations under any Guarantee in respect
of the Apogent Senior Subordinated Notes, the Borrower will promptly notify the
Administrative Agent of that fact and cause such Subsidiary no later than five
Business Days after the earlier of (i) the date of such notice and (ii) the date
of receipt by the Borrower of written notice of such fact from the
Administrative Agent, to execute and deliver to the Administrative Agent a
counterpart of the Guaranty; provided that such Subsidiary shall be
automatically released from its obligations

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under the Guaranty if such Subsidiary has been released from its obligations
under all Guarantees of the Apogent Senior Subordinated Notes.

         6.13 PLEDGED ASSETS.

         (a) If at any time the Applicable Debt Rating is Ba2 or BB or lower,
each Loan Party promptly shall cause all of the Collateral to be subject to a
First Priority Lien in favor of the Administrative Agent to secure the
Obligations hereunder and shall take all actions and execute and deliver, or
cause to be executed and delivered, all agreements, documents and instruments
promptly to the Administrative Agent as listed, and in any case within the
applicable periods set forth, on Schedule 6.13.

         (b) During any period that the Borrower and the Guarantors are required
to provide additional security pursuant to Section 6.13(a):

                  (i) In the event that any Material Domestic Subsidiary of the
         Borrower is required to execute and deliver to the Administrative Agent
         a counterpart of the Guaranty and the Pledge Agreement pursuant to
         Section 6.12, the Borrower shall, in addition to complying with the
         requirements of Section 6.12, cause such Material Domestic Subsidiary
         to execute and deliver to the Administrative Agent a counterpart of the
         Security Agreement and to take all such further actions and execute all
         such further documents and instruments (including actions, documents
         and instruments comparable to those described in Schedule 6.13) as may
         be necessary or, in the opinion of the Administrative Agent, desirable
         to create in favor of the Administrative Agent, for the benefit of the
         Lenders, a First Priority Lien on all of the personal and mixed
         property assets of such Material Domestic Subsidiary described in the
         applicable forms of Collateral Documents.

                  (ii) In the event that (1) the Borrower or any Guarantor
         acquires any fee interest in a Material Real Property Asset or (2) at
         the time any Person becomes a Guarantor, such Person owns or holds any
         fee interest in a Material Real Property Asset, in the case of clause
         (2) above excluding any such Material Real Property Asset the
         encumbrancing of which requires the consent of any applicable lessor or
         (in the case of clause (2) above) then-existing senior lienholder,
         where the Borrower and its Subsidiaries have attempted in good faith,
         but are unable, to obtain such lessor's or senior lienholder's consent
         (any such non-excluded Material Real Property Asset described in the
         foregoing clause (1) or (2) being an "Additional Mortgaged Property"),
         the Borrower or such Guarantor shall promptly notify the Administrative
         Agent of such Additional Mortgaged Property and, upon request of the
         Administrative Agent, deliver to the Administrative Agent, as soon as
         practicable after such Person acquires such Additional Mortgaged
         Property or becomes a Guarantor, as the case may be, a fully executed
         and notarized Mortgage (an "Additional Mortgage"), duly recorded in all
         appropriate places in all applicable jurisdictions, encumbering the
         interest of such Loan Party in such Additional Mortgaged Property; and
         such opinions, appraisal, documents, title insurance and environmental
         reports that would have been delivered under Schedule 6.13 if such
         Additional Mortgaged Property were a Mortgaged Property or that may be
         reasonably required by the Administrative Agent.

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         (c) The requirements of Sections 6.13(a) and 6.13(b) shall be satisfied
within 30 Business Days after the announcement of the relevant change in the
Debt Rating (except that the items under subclauses (d)(i) through (d)(vi) of
Schedule 6.13 shall be delivered within 60 Business Days after such announcement
and the items in subclause (d)(vii) of Schedule 6.13 shall be delivered within
90 Business Days of such announcement), or, in each case, such later date agreed
by the Administrative Agent in its sole discretion.

         (d) If at any time after the Borrower and the Guarantors are required
to provide additional security pursuant to Section 6.13(a) the Applicable Debt
Rating is higher than Ba2 or BB and the Administrative Agent has received
written notification thereof from the Borrower, then, so long as no Default
shall have occurred and be continuing, the Borrower will not be required to
cause all of the Collateral (other than all Equity Interests of the Borrower and
its Material Subsidiaries) to be subject at all times to First Priority Liens in
favor of the Administrative Agent and the Administrative Agent shall deliver to
the Loan Parties, upon the Loan Parties' request and at the Loan Parties'
expense, such documentation as is reasonably necessary to evidence the release
of the Administrative Agent's security interest in such Collateral, including,
without limitation, amendments or terminations of UCC financing statements and
mortgage instruments with respect to any owned real property and releases of
filings in any relevant IP Filing Office with respect to IP Collateral.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

         7.01 LIENS. Create, incur, assume or suffer to exist any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:

         (a) Liens pursuant to any Loan Document;

         (b) Permitted Encumbrances;

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

         (d) Liens existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or asset
of any Person that becomes a Subsidiary after the Closing Date prior to the time
such Person becomes a Subsidiary; provided that (1) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as the case may be, (2) such Lien shall not apply to any other
property or assets (other than improvements or property or assets acquired for
specific use in connection with such acquired property or assets) of the
Borrower or any Subsidiary and (3) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes
a Subsidiary, as the case may be and extensions, renewals,

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refinancings and replacements thereof that do not increase the outstanding
principal amount thereof above the principal amount outstanding immediately
prior to such extension, renewal, refinancing or replacement plus accrued
interest thereon at the time and premium, if any, payable in connection
therewith and the amount of fees and expenses incurred in connection with such
extension, renewal refinancing or replacement;

         (e) Liens securing Indebtedness permitted by Section 7.03(h); provided
that (i) such Liens do not at any time encumber any property or assets other
than the property or assets financed by such Indebtedness (and any improvements
or property or assets acquired for specific use in connection with such acquired
property or assets) and (ii) the Indebtedness secured thereby does not exceed
the cost or fair market value, whichever is lower, of the property being
acquired or constructed on the date of acquisition or construction.

         (f) Liens on assets of Foreign Subsidiaries (including Equity Interests
of Foreign Subsidiaries that are owned by Foreign Subsidiaries) securing local
loans permitted by Section 7.03(g); provided that the value of all property
subject to such Liens does not exceed $200,000,000 in the aggregate at any time;

         (g) assignments and sales of Receivables and Related Security by the
Borrower or any of its Subsidiaries to any Receivables Subsidiary pursuant to a
Permitted Receivables Financing and Liens arising pursuant to a Permitted
Receivables Financing on Receivables and Related Security sold or financed in
connection with such Permitted Receivables Financing;

         (h) Liens arising under Environmental Laws which (i) are being
contested in good faith and by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP or (ii) arise by
operation of law (and not as a result of any grant or consent by the Borrower or
any Subsidiary) to secure performance by the Borrower or a Subsidiary of
remediation activity, so long as the Borrower and its Subsidiaries are in
compliance with all material requirements applicable to such remediation
activity;

         (i) any call or similar rights in the nature of a right of first offer
or a first refusal right of a third party that is an investor in a joint venture
or a non-wholly-owned Subsidiary of the Borrower in the case of Equity Interests
issued by such joint venture or Subsidiary and any call or similar rights on any
nominee, trust or directors' qualifying shares or similar arrangements designed
to satisfy requirements of applicable local laws in the case of Equity Interests
issued by a joint venture or Subsidiary;

         (j) Liens on cash deposits of the Borrower and Foreign Subsidiaries
subject to a Cash Pooling Arrangement or otherwise over bank accounts of the
Borrower and Foreign Subsidiaries maintained at the bank or financial
institution party to such Cash Pooling Arrangement, in each case securing
liabilities for overdrafts of the Borrower and Foreign Subsidiaries
participating in such Cash Pooling Arrangement;

         (k) licenses, sublicenses, leases and subleases granted to third
Persons in the ordinary course of business of the Borrower or any of its
Subsidiaries;

         (l) Liens arising in connection with sale-leaseback transactions
permitted by Section 7.05;

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         (m) any interest or title of a licensor, sublicensor or sublessor under
any license or lease not prohibited by this Agreement;

         (n) additional Liens incurred by the Borrower and its Subsidiaries, on
any date, on property other than Collateral (including any assets that would
constitute Collateral if the Borrower and the Guarantors were required to
provide additional security pursuant to Section 6.13 on such date), so long as
the value of all property subject to such Liens does not exceed $150,000,000 in
the aggregate at any time; and

         (o) additional Liens incurred by the Borrower and its Subsidiaries on
property in which, as of the date such Lien arises, the Administrative Agent has
not been granted a Lien, so long as the value of all property subject to such
Liens does not exceed $50,000,000 in the aggregate at any time.

         If the Borrower or any of its Subsidiaries shall create or assume any
Lien upon any of its properties or assets, whether now owned or hereafter
acquired, other than Liens excepted by the provisions of this Section 7.01, it
shall make or cause to be made effective provision whereby the Obligations will
be secured by such Lien equally and ratably with any and all other Indebtedness
secured thereby as long as any such Indebtedness shall be so secured; provided
that, notwithstanding the foregoing, this covenant shall not be construed as a
consent by the Required Lenders to the creation or assumption of any such Lien
not permitted by the provisions of this Section 7.01.

         Neither the Borrower nor any of its Subsidiaries shall enter into any
agreement prohibiting the creation or assumption of any Lien upon any of its
properties or assets (whether now owned or hereafter acquired) to secure
Indebtedness under any senior credit facility (including this Agreement), except
with respect to specific property (a) encumbered to secure payment of particular
Indebtedness or (b) to be sold pursuant to an executed agreement with respect to
a Disposition; provided that the Borrower and any of its Subsidiaries may enter
into such agreements prohibiting only the creation of Liens securing
Subordinated Indebtedness.

         7.02 INVESTMENTS; ACQUISITIONS. Make any Investments, except:

         (a) Permitted Investments;

         (b) loans and advances by the Borrower and its Subsidiaries to
employees of the Borrower or any of its Subsidiaries for moving and travel
expenses and other similar expenses, in each case incurred in the ordinary
course of business, in an aggregate principal amount not to exceed $30,000,000
at any time outstanding (determined without regard to any write-downs or
write-offs of such loans and advances);

         (c) Guarantees permitted by Section 7.03;

         (d) Investments by the Borrower and its Subsidiaries consisting of
extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the ordinary course of business;

                                       95

<PAGE>

         (e) Investments by the Borrower or any Guarantor in the Borrower or any
Guarantor; provided that (i) after giving pro forma effect to such Investment,
the Borrower will be in compliance with the provisions of Section 7.10 (as
determined on a pro forma basis) and (ii) the Borrower shall, and shall cause
each Guarantor to, comply with the requirements of Section 6.12 and, to the
extent applicable, Sections 6.13(a) and (b) with respect to such Investments
that result in a Person becoming a Material Subsidiary;

         (f) other Investments by the Borrower and its Subsidiaries; provided
that the aggregate principal amount of all Investments made after the Closing
Date during all periods in which the Consolidated Leverage Ratio, as of the end
of the most recently ended fiscal quarter, is equal to or greater than 3.75 to
1.00 (after giving pro forma effect to such Investment) shall not exceed the sum
of (i) $500,000,000 and (ii) an amount equal to 50% of Consolidated Net Income
for the period commencing on the Closing Date and ending on the last day of the
fiscal quarter preceding the fiscal quarter in which such Investment is made, on
a cumulative basis; provided further that (A) no Default shall have occurred and
be continuing at the time such Investment occurs or after giving effect thereto
and (B) the Borrower shall, and shall cause its Domestic Subsidiaries to, comply
with the requirements of Sections 6.12 and, to the extent applicable, 6.13(a)
and (b) with respect to such Investments that result in a Person becoming a
Material Subsidiary;

         (g) Investments existing on the Closing Date and set forth on Schedule
7.02;

         (h) Investments by the Borrower and its Subsidiaries (i) received in
connection with the bankruptcy or reorganization of, or settlement of delinquent
accounts and disputes with, customers and suppliers, in each case in the
ordinary course of business, or (ii) received as non-cash consideration in
connection with the sale or disposition by the Company or any Subsidiary of any
property as permitted by Section 7.05;

         (i) deposits made by the Borrower and Foreign Subsidiaries in Cash
Pooling Arrangements;

         (j) Investments by the Borrower or a Subsidiary arising in the form of
consideration received as a result of a Permitted Acquisition;

         (k) letters of credit issued to support customer obligations naming the
Borrower or any of its Subsidiaries as the beneficiary;

         (l) contingent obligations in respect of customary indemnification and
purchase price adjustment obligations of any Loan Party incurred in connection
with Permitted Acquisitions;

         (m) pledges or deposits with respect to leases or utilities provided to
third parties in the ordinary course of business;

         (n) contributions to employee benefits plans of the Borrower or its
Subsidiaries;

         (o) Investments by any non-Guarantor Subsidiary in the Borrower or any
of its Subsidiaries;

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<PAGE>

         (p) Permitted Acquisitions;

         (q) Investments by the Borrower or any of its Subsidiaries in the form
of (i) obligations of one or more officers or other employees of the Borrower or
its Subsidiaries in connection with such officers' or other employees'
acquisition of shares of common stock in the Borrower so long as no cash is paid
by the Borrower or any of its Subsidiaries in connection with the acquisition of
any such obligations, (ii) loans to officers or employees of the Borrower or any
Subsidiary to fund purchases by such officers or employees of common stock in
the Borrower or taxes payable by such officers or employees in respect of the
exercise of options to purchase capital stock in the Borrower, and (iii) loans
to officers or employees of any other entity that is the subject of a Permitted
Acquisition and will become a Subsidiary upon consummation of such Permitted
Acquisition (or has become a Subsidiary pursuant to a Permitted Acquisition and
is not a wholly-owned Subsidiary) to fund purchases by such officers or
employees of common stock in the Subsidiary resulting from such Permitted
Acquisition; provided that the aggregate principal amount of all obligations and
loans under this Section 7.02(q) shall not exceed $50,000,000 at any time
outstanding; and

         (r) the Merger.

         Notwithstanding anything to the contrary herein, prior to the
satisfaction of all the conditions set forth in Section 4.03, neither the
Borrower nor any of its Subsidiaries shall be permitted to make (1) any
Investment after the Closing Date pursuant to Section 7.02(b), (e) or (p) or (2)
Investments after the Closing Date pursuant to Section 7.02(f) in an aggregate
amount exceeding $50,000,000.

         7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

         (a) Indebtedness outstanding on the date hereof and listed on Schedule
7.03 and any refinancings, refundings, renewals, replacements or extensions
thereof; provided that the amount of such Indebtedness is not increased at the
time of such refinancing, refunding, renewal, replacement or extension except by
an amount equal to a premium or other amount paid, and fees and expenses
incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder;

         (b) Indebtedness of the Borrower or any Guarantor; provided that (i)
such Indebtedness is either unsecured or secured by Liens permitted by Section
7.01 and (ii) after giving effect to the incurrence of such Indebtedness and the
receipt and application of the proceeds therefrom, the Borrower will be in
compliance with Section 7.10 (as determined on a pro forma basis);

         (c) Indebtedness of any non-Guarantor Subsidiary (i) to any other
non-Guarantor Subsidiary and (ii) to the Borrower or any Guarantor to the extent
the corresponding Investment of the Borrower or such Guarantor is permitted by
Section 7.02(f);

         (d) other Indebtedness in an aggregate principal amount not exceeding
$50,000,000 at any time outstanding; provided that (i) such Indebtedness is
either unsecured or secured by Liens permitted by Section 7.01 and (ii) after
giving effect to the incurrence of such Indebtedness and

                                       97

<PAGE>

the receipt and application of the proceeds therefrom, the Borrower will be in
compliance with Section 7.10 (as determined on a pro forma basis);

         (e) Indebtedness of any Receivables Subsidiary incurred pursuant to any
Permitted Receivables Financing;

         (f) overdrafts in respect of any deposit accounts subject to a Cash
Pooling Arrangement (and Guarantees in respect of such overdrafts); provided
that the total amount of all deposits subject to any such Cash Pooling
Arrangement at all times equals or exceeds the total amount of overdrafts that
may be subject to such Cash Pooling Arrangement;

         (g) Indebtedness of Foreign Subsidiaries to local lenders in
jurisdictions outside the United States in an aggregate principal amount not
exceeding $200,000,000 at any time outstanding;

         (h) Indebtedness (including in respect of Capital Lease Obligations and
Synthetic Lease Obligations) and purchase money obligations for assets acquired,
constructed or improved by the Borrower or any Subsidiary, in an aggregate
principal amount not exceeding $150,000,000 at any time outstanding, and
extensions, renewals, refinancings and replacements thereof that do not increase
the outstanding principal amount thereof (except that such outstanding principal
amount may be increased by the amount of accrued and unpaid interest and
premium, if any, thereon at the time such extension, renewal, refinancing or
replacement, plus the amount of fees and expenses incurred in connection with
such extension, renewal, refinancing or replacement); provided that such
Indebtedness (unless incurred pursuant to any such extension, renewal,
refinancing or replacement) is incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement; and

         (i) Indebtedness of a Subsidiary acquired pursuant to a Permitted
Acquisition or otherwise acquired that was outstanding at the time of such
acquisition (or Indebtedness assumed at the time of an acquisition of an asset
securing such Indebtedness), and extensions, renewals, refinancings and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (except that such outstanding principal amount may be
increased by the amount of accrued and unpaid interest and premium, if any,
thereon at the time of such extension, renewal, refinancing or replacement, plus
the amount of fees and expenses incurred in connection with such extension,
refinancing, or replacement); provided that such Indebtedness was not incurred
in connection with, or in anticipation or contemplation of, such acquisition.

         Notwithstanding anything to the contrary herein, prior to the
satisfaction of all the conditions set forth in Section 4.03, neither the
Borrower nor any of its Subsidiaries shall be permitted to incur any
Indebtedness after the Closing Date pursuant to Section 7.03(b) or (g).

         7.04 FUNDAMENTAL CHANGES. Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

         (a) any Subsidiary (other than a Receivables Subsidiary) may merge with
(i) the Borrower, provided that the Borrower shall be the continuing or
surviving Person, or (ii) any one

                                       98

<PAGE>

or more other Subsidiaries (other than a Receivables Subsidiary), provided that
when any Guarantor is merging with another Subsidiary, the continuing or
surviving Person shall be (or concurrently with the consummation of such merger
shall become) a Guarantor;

         (b) any Subsidiary may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary (other than a Receivables Subsidiary); provided that if the
transferor in such a transaction is a Guarantor, then the transferee must either
be the Borrower or a Guarantor;

         (c) the Borrower may permit another Person (other than a Subsidiary) to
merge or consolidate with the Borrower or a Subsidiary (other than a Receivables
Subsidiary) in order to effect a Permitted Acquisition (provided that the
surviving Person is the Borrower or a Subsidiary);

         (d) any Receivables Subsidiary may merge with or into any other
Receivables Subsidiary; and

         (e) the Borrower and its Subsidiaries may make Dispositions permitted
by Section 7.05.

         7.05 DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition, except:

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

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

         (c) Dispositions of Permitted Investments in the ordinary course of
business;

         (d) Dispositions of equipment or real property to the extent that (i)
such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are within 360
days applied to the purchase price of such replacement property;

         (e) Dispositions of property by any Subsidiary to the Borrower or to a
wholly-owned Subsidiary; provided that if the transferor of such property is the
Borrower or a Guarantor, the transferee thereof must either be the Borrower or a
Guarantor;

         (f) leases or subleases granted by the Borrower or any Subsidiary to
third Persons not interfering in any material respect with the business of the
Borrower or any of its Subsidiaries;

         (g) Dispositions permitted by Section 7.04;

         (h) licenses of IP Rights in the ordinary course of business; provided
that each such license is permitted to be assigned by the Borrower or any of the
Guarantors pursuant to the Security Agreement (to the extent that a security
interest in such IP Rights may be granted

                                       99

<PAGE>

thereunder) and does not otherwise prohibit the granting of a Lien by the
Borrower or any of its Subsidiaries pursuant to the Security Agreement in the IP
Rights covered by such license;

         (i) Dispositions of Receivables and interests therein, together with
Related Security, pursuant to a Permitted Receivables Financing;

         (j) Dispositions of delinquent accounts receivable in connection with
the collection or compromise thereof in the ordinary course of business;

         (k) the issuance or sale by a Subsidiary of Equity Interests to the
Borrower or to another Subsidiary;

         (l) the granting of any Lien permitted by Section 7.01; and

         (m) Dispositions by the Borrower and its Subsidiaries of property in an
amount not to exceed an amount equal to 5% of Consolidated Total Assets;
provided that at the time of such Disposition, no Default shall exist or would
result from such Disposition;

provided, however, that any Disposition pursuant to this Section 7.05 (other
than clause (e)) shall be for fair market value; provided further that the
purchase price of Receivables and interests therein, together with Related
Security, pursuant to a Permitted Receivables Financing, shall be deemed to be
fair market value for purposes of this Section 7.05.

         Notwithstanding anything to the contrary herein, prior to the
satisfaction of all the conditions set forth in Section 4.03, neither the
Borrower nor any of its Subsidiaries shall be permitted to make any Disposition
after the Closing Date pursuant to Section 7.05(m).

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

         (a) each Subsidiary may make Restricted Payments to the Borrower and to
wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each
other owner of Equity Interests of such Subsidiary on a pro rata basis based on
their relative ownership interests);

         (b) the Borrower and each Subsidiary may declare and make dividend
payments or other distributions, with respect to its common stock, payable
solely in the common stock or other common equity interests of such Person and,
with respect to its preferred stock, payable solely in additional shares of such
preferred stock or in shares of the Borrower's common stock;

         (c) to the extent not otherwise permitted by this Section 7.06, the
Borrower and its Subsidiaries may declare or make, directly or indirectly, any
Restricted Payment; provided that the aggregate principal amount of all
Restricted Payments made after the Closing Date during all periods in which the
Consolidated Leverage Ratio, as of the end of the most recently ended fiscal
quarter, is equal to or greater than 3.75 to 1.00 shall not exceed the sum of
(i) $500,000,000 and (ii) an amount equal to 50% of Consolidated Net Income for
the period commencing on the Closing Date and ending on the last day of the
fiscal quarter preceding the fiscal quarter in which such Restricted Payment is
made, on a cumulative basis; and provided further that no Default

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<PAGE>

shall have occurred and be continuing at the time such Restricted Payment occurs
or after giving effect thereto;

         (d) the Borrower or Apogent may exercise put/call rights with respect
to the Existing Indebtedness;

         (e) the Borrower or Apogent may repurchase the Apogent Senior
Subordinated Notes;

         (f) the Borrower may repurchase its common stock upon the exercise of
stock options if such common stock represents a portion of the exercise price
thereof;

         (g) the Borrower and its Subsidiaries may make payments in respect of
any redemption, repurchase, acquisition, cancellation or other retirement for
value of shares of capital stock of the Borrower or options, stock appreciation
rights or similar securities, in each case held by then current or former
officers, directors or employees of the Borrower or any of its Subsidiaries (or
their estates or beneficiaries under their estates) or by an employee benefit
plan, in each case upon the death, disability, retirement or termination of
employment of such officers, directors and employees, and the Borrower may
redeem or repurchase shares of its common stock or options in respect thereof in
connection with the repurchase provisions under employee stock option or stock
purchase agreements or other agreements to compensate management employees and
non-employee directors, and the Borrower and its Subsidiaries may make payments
in respect of any redemption, repurchase, acquisition, cancellation or other
retirement for value of capital stock of any Subsidiary or options in respect
thereof that are the subject of any employee stock option or stock purchase plan
of such Subsidiary if such Subsidiary was acquired pursuant to a Permitted
Acquisition; provided that the aggregate amount of all such payments made after
the Closing Date shall not exceed $50,000,000;

         (h) the Borrower or its Subsidiaries may make Restricted Payments in
respect of any Permitted Receivables Financing in accordance with the terms of
the documentation entered into in connection with such Permitted Receivables
Financing; and

         (i) the Borrower or Apogent may make Restricted Payments in connection
with the repayment, repurchase, redemption or other retirement of Subordinated
Indebtedness of the Borrower or Apogent outstanding as of the Closing Date;
provided that the aggregate amount of all such Restricted Payments shall not
exceed $50,000,000.

         Notwithstanding anything to the contrary herein, prior to the
satisfaction of all the conditions set forth in Section 4.03, neither the
Borrower nor any of its Subsidiaries shall be permitted to make any Restricted
Payments after the Closing Date pursuant to Section 7.06(c), (d), (e) or (i).

         7.07 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business substantially different from those lines of business conducted by the
Borrower and its Subsidiaries, taken as a whole, on the date hereof or any
business substantially related or incidental thereto.

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<PAGE>

         7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower, whether or not in the ordinary course
of business, other than on terms substantially as favorable to the Borrower or
such Guarantor as would be obtainable by the Borrower or such Guarantor at the
time in a comparable arm's length transaction with a Person other than an
Affiliate except (a) any Restricted Payment permitted by Section 7.06, (b) any
transactions expressly contemplated by any agreement set forth on Schedule 7.08,
as in effect on the Closing Date, (c) any merger or consolidation of the
Borrower or any wholly-owned Subsidiary with any other wholly-owned Subsidiary,
in each case if permitted by Section 7.04, (d) any investment by the Borrower or
any Subsidiary in a Subsidiary, in each case if permitted by Section 7.02, (e)
transactions between or among the Borrower and the Guarantors not involving any
other Affiliate, and transactions between or among Subsidiaries (other than
Receivables Subsidiaries) that are not Guarantors not involving any other
Affiliate that are entered into solely between or among wholly-owned
Subsidiaries and (f) licenses, sublicenses, leases and subleases granted between
or among the Borrower and any of its Subsidiaries in the ordinary course of
business.

         7.09 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

         7.10 FINANCIAL COVENANTS.

         (a) Consolidated Interest Coverage Ratio. Maintain a Consolidated
Interest Coverage Ratio as of the end of each fiscal quarter of the Borrower of
at least 3.00 to 1.00.

         (b) Consolidated Leverage Ratio. Maintain a Consolidated Leverage
Ratio, as of the end of each fiscal quarter of the Borrower ending during each
period set forth below, no greater than the ratio set forth below opposite such
period:

<TABLE>
<CAPTION>
                                                         MAXIMUM
                                                       CONSOLIDATED
                PERIOD                                LEVERAGE RATIO
-----------------------------------------             --------------
<S>                                                    <C>
Closing Date through December 31, 2004                 4.75 to 1.00
January 1, 2005 through December 31, 2005              4.25 to 1.00
After December 31, 2005                                3.75 to 1.00
</TABLE>

         (c) Consolidated Senior Leverage Ratio. Maintain a Consolidated Senior
Leverage Ratio , as of the end of each fiscal quarter of the Borrower ending
during each period set forth below, no greater than the ratio set forth below
opposite such period:

                                      102

<PAGE>

<TABLE>
<CAPTION>
                                                           MAXIMUM
                                                         CONSOLIDATED
                                                       SENIOR LEVERAGE
                  PERIOD                                    RATIO
-----------------------------------------              ---------------
<S>                                                    <C>
Closing Date through December 31, 2004                   3.75 to 1.00
January 1, 2005 through December 31, 2005                3.25 to 1.00
After December 31, 2005                                  3.00 to 1.00
</TABLE>

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

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

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

         (b) Specific Covenants. The Borrower (i) fails to perform or observe
any term, covenant or agreement contained in any of Sections 6.03(a), 6.05 (with
respect to the existence of the Borrower), 6.11 or 6.12(e) or Article VII; or
(ii) fails to perform or observe any term, covenant or agreement contained in
any of Sections 6.03(b) through (f) and such failure continues for five Business
Days; or

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after the earlier of (i) a Responsible Officer of
the Borrower or such Loan Party having Actual Knowledge of such Default or (ii)
the receipt by the Borrower and such Loan Party of notice from the
Administrative Agent or any Lender of such Default; or

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

         (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount, or (B) fails to

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<PAGE>

observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required (and after giving
effect to any applicable grace period), such Indebtedness to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Borrower or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Borrower or such Subsidiary as a result thereof is greater than the
Threshold Amount; or (iii) results in the termination of a Permitted Receivables
Financing prior to its scheduled termination (other than a voluntary termination
by the Borrower) or enables or permits the financing parties thereunder or any
trustee or agent on their behalf to terminate a Permitted Receivables Financing;
provided that this clause (e) shall not apply to (A) secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of, or casualty event
affecting, the property or assets securing such Indebtedness, (B) Indebtedness
of a Subsidiary that is sold pursuant to a transaction permitted by this
Agreement and becomes due as a result of such sale, (C) Indebtedness of any
Person acquired pursuant to an Investment if such Indebtedness was outstanding
prior to such Investment and becomes due as a result of such Investment;
provided that in the case of each of the immediately foregoing clauses (A), (B)
and (C) such Indebtedness is promptly repaid, or (D) any such event or condition
that has the effect described in clause (ii) above if (x) such event or
condition relates to a change in the tax treatment or anticipated tax treatment
of, or a change in law affecting, other investment characteristics of the
relevant Indebtedness, but is not in the nature of a default, breach or
violation by the Borrower or any Subsidiary and does not relate to the
creditworthiness of the Borrower or any Subsidiary or any act or failure to act
by the Borrower or any Subsidiary and (y) any Indebtedness that becomes due or
is required to be prepaid, repurchased or redeemed as a result of such event or
condition is promptly repaid, prepaid, repurchased or redeemed; or

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

                                      104

<PAGE>

         (g) Inability to Pay Debts. The Borrower or any other Loan Party
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due; or

         (h) Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 30 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

         (i) ERISA. One or more ERISA Events occur with respect to a Pension
Plan or Multiemployer Plan that, individually or in the aggregate has resulted
or could reasonably be expected to result in a Material Adverse Effect; or

         (j) Invalidity of Loan Documents; Repudiation of Obligations; Failure
of Security. (i) Any Loan Document, at any time after its execution and delivery
and for any reason other than as expressly permitted hereunder or satisfaction
in full of all the Obligations, ceases to be in full force and effect; (ii) any
Loan Party or any other Person contests in writing the validity or
enforceability of any Loan Document; or (iii) subject to Section 6.13, the
Administrative Agent shall not have or shall cease to have a valid and perfected
First Priority Lien in any Collateral purported to be covered by the Collateral
Documents having a fair market value, individually or in the aggregate,
exceeding the Threshold Amount, in each case for any reason other than (A) the
failure of the Administrative Agent or any Lender to take any action within its
control or (B) the release of such Collateral in accordance with the terms of
the Loan Documents; or

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

         8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and
is continuing, the Administrative Agent shall, at the request of, or may, with
the consent of, the Required Lenders, take any or all of the following actions:

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

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

         (c) require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof); and

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

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provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
any L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), (a) all payments
received by the Administrative Agent, whether from the Borrower, any Guarantor
or otherwise, and (b) all proceeds received by the Administrative Agent in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral under any Collateral Document shall be held by the
Administrative Agent as Collateral for, and/or (then or at any time thereafter)
applied in full or in part by the Administrative Agent, in each case in the
following order of priority:

         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations,
ratably among the Lenders in proportion to the respective amounts described in
this clause Third payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings and to the Administrative Agent
for the account of the applicable L/C Issuer to Cash Collateralize that portion
of L/C Obligations comprised of the aggregate undrawn amount of Letters of
Credit, ratably among (or for the account of, as the case may be) the Lenders in
proportion to the respective amounts described in this clause Fourth held by
them; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

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                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

          9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

         (a) Each Lender hereby irrevocably appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         (b) The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the L/C Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article IX with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article IX and in the definition of
"Agent-Related Person" included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

         (c) It is the purpose of this Agreement and the other Loan Documents
that there shall be no violation of any law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact
business as agent or trustee in such jurisdiction. It is recognized that in case
of litigation under this Agreement or any of the other Loan Documents, and in
particular in case of the enforcement of any of the Loan Documents, or in case
the Administrative Agent deems that by reason of any present or future law of
any jurisdiction it may not exercise any of the rights, powers or remedies
granted herein or in any of the other Loan Documents or take any other action
which may be desirable or necessary in connection therewith, it may be necessary
that the Administrative Agent appoint an additional individual or institution as
a separate trustee, co-trustee, collateral agent or collateral co-agent (any
such additional individual or institution being referred to herein individually
as a "Supplemental Collateral Agent" and collectively as "Supplemental
Collateral Agents").

         In the event that the Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended

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by this Agreement or any of the other Loan Documents to be exercised by or
vested in or conveyed to the Administrative Agent with respect to such
Collateral shall be exercisable by and vest in such Supplemental Collateral
Agent to the extent, and only to the extent, necessary to enable such
Supplemental Collateral Agent to exercise such rights, powers and privileges
with respect to such Collateral and to perform such duties with respect to such
Collateral, and every covenant and obligation contained in the Loan Documents
and necessary to the exercise or performance thereof by such Supplemental
Collateral Agent shall run to and be enforceable by either the Administrative
Agent or such Supplemental Collateral Agent, and (ii) the provisions of this
Article IX and of Sections 10.04 and 10.05 that refer to the Administrative
Agent shall inure to the benefit of such Supplemental Collateral Agent and all
references therein to the Administrative Agent shall be deemed to be references
to the Administrative Agent and/or such Supplemental Collateral Agent, as the
context may require.

         Should any instrument in writing from the Borrower or any other Loan
Party be required by any Supplemental Collateral Agent so appointed by the
Administrative Agent for more fully and certainly vesting in and confirming to
him or it such rights, powers, privileges and duties, the Borrower shall, or
shall cause such Loan Party to, execute, acknowledge and deliver any and all
such instruments promptly upon request by the Administrative Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by the Administrative Agent until the
appointment of a new Supplemental Collateral Agent.

         (d) Control. Each Lender and the Administrative Agent hereby appoint
each other Lender as agent for the purpose of perfecting the Administrative
Agent's security interest in assets that, in accordance with the UCC, can be
perfected by possession or control.

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

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

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

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed and delivered this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.

         9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article VIII; provided, however, that unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.

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

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

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

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or an L/C Issuer hereunder and

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without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or an L/C Issuer, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

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

         9.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the

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Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise

         (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 2.04(i) and (j), 2.12 and 10.04)
allowed in such judicial proceeding; and

         (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.12 and 10.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

         9.11 COLLATERAL AND GUARANTY MATTERS. The Lenders irrevocably authorize
the Administrative Agent, at its option and in its discretion,

         (a) to enter into each Collateral Document as secured party on behalf
of and for the benefit of the Lenders and to be the agent for and representative
of the Lenders under each Guaranty, and each Lender agrees to be bound by the
terms of each Collateral Document and the Guaranty; provided that the
Administrative Agent shall not (i) enter into or consent to any material
amendment, modification, termination or waiver of any provision contained in any
Collateral Document or the Guaranty or (ii) release any Collateral (except as
otherwise expressly permitted or required pursuant to the terms of this
Agreement or the applicable Collateral Document), in each case without the prior
consent of the Lenders or the Required Lenders, as applicable;

         (b) to release any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the
Aggregate Commitments and payment in full of all Obligations (other than
contingent indemnification obligations) and the expiration or termination of all
Letters of Credit, (ii) that is sold or to be sold as part of or in connection
with any sale permitted hereunder or under any other Loan Document, or (iii)
subject

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to Section 10.01, if approved, authorized or ratified in writing by the Lenders
or the Required Lenders, as applicable;

         (c) to subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 7.01(e); and

         (d) to release any Guarantor from its obligations under the Guaranty if
such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

         Upon request by the Administrative Agent at any time, the Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
9.11.

         Anything contained in any of the Loan Documents to the contrary
notwithstanding, the Borrower, the Administrative Agent and each Lender hereby
agree that (1) no Lender shall have any right individually to realize upon any
of the Collateral under any Collateral Document or to enforce the Guaranty, it
being understood and agreed that all powers, rights and remedies under the
Collateral Documents and the Guaranty may be exercised solely by the
Administrative Agent for the benefit of the Lenders in accordance with the terms
thereof, and (2) in the event of a foreclosure by the Administrative Agent on
any of the Collateral pursuant to a public or private sale, the Administrative
Agent or any Lender may be the purchaser of any or all of such Collateral at any
such sale and the Administrative Agent, as agent for and representative of the
Lenders (but not any Lender or Lenders in its or their respective individual
capacities unless the Required Lenders shall otherwise agree in writing) shall
be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Obligations as a credit on account of the
purchase price for any collateral payable by the Administrative Agent at such
sale.

         9.12 OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a
"syndication agent," "documentation agent," "co-agent," "joint book manager,"
"lead manager," "joint arranger," "lead arranger" or "co-arranger" shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than, in the case of such Lenders, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. Except as provided in Section 2.03, no amendment
or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrower or any other Loan Party therefrom,
shall be effective unless in writing

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signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

         (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

         (b) postpone any date fixed by this Agreement or any other Loan
Document for any payment (excluding mandatory prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby;

         (c) reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (v) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;

         (d) change Section 2.16 or Section 8.03 in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender;

         (e) change any provision of this Section 10.01 or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

         (f) release all or substantially all of the Guarantors from the
Guaranty without the written consent of each Lender or release any Lien granted
in favor of the Administrative Agent with respect to all or substantially all of
the Collateral without the written consent of each Lender, in each case other
than in accordance with the terms of the Loan Documents;

         (g) change voluntary or mandatory prepayments, or Revolving Loan
Commitment reductions, applicable to a Class without the written consent of the
Required Class Lenders of such affected Class (it being understood and agreed
that any amendment, modification, termination or waiver of any such provision
which only postpones or reduces any voluntary or mandatory prepayment, or
Commitment reduction from those set forth in Section 2.08, 2.09 and 2.10 with
respect to one Class but not any other Class shall be deemed to
disproportionately disadvantage such one Class but not to disproportionately
disadvantage any such other Class for purposes of this clause (g));

         (h) impose any greater restriction on the ability of any Lender to
assign any of its rights or obligations hereunder without the written consent of
Lenders having more than 50% of the Aggregate Credit Exposures then in effect
within each of the following classes of

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Commitments, Loans and other Credit Extensions: (i) the class consisting of the
Revolving Loan Commitments, the Tranche A-1 Term Loan Commitments and the
Tranche A-2 Term Loan Commitments combined on an aggregate basis, and (ii) the
class consisting of the Tranche B Term Loan Commitments. For purposes of this
clause, the aggregate amount of each Lender's risk participation and funded
participation in L/C Obligations and Swing Line Loans shall be deemed to be held
by such Lender;

         (i) amend Section 1.06 or the definition of "Local Currency" without
the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the applicable L/C Issuer in addition to the Lenders
required above, affect the rights or duties of such L/C Issuer under this
Agreement or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or
otherwise modified without the consent of each Granting Lender all or any part
of whose Loans are being funded by an SPC at the time of such amendment, waiver
or other modification; (v) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto;
and (vi) any amendment or modification to or waiver of any provision of this
Agreement or any other Loan Document at a time when any Default has occurred and
is continuing, and that would have the effect of eliminating any such Default,
shall not be deemed to be effective for purposes of determining whether the
conditions precedent set forth in Section 4.02 to the making of any Revolving
Loan have been satisfied unless the Required Class Lenders for the Class of
Lenders having Revolving Loan Exposure shall have consented to such amendment,
modification or waiver; provided that the foregoing shall not be construed to
affect any amendment or modification to any provision of this Agreement or any
other Loan Document (other than any amendment or modification to Section 7.10 of
this Agreement) if no Default has occurred and is continuing at the time of such
amendment or modification. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission), provided that any Request for Credit Extension
hereunder may be made by telephonic notice promptly confirmed in writing by
facsimile transmission. All written notices shall be mailed certified or
registered mail, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (b) below) electronic mail address, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:

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                  (i) if to the Borrower, the Administrative Agent, any L/C
         Issuer or the Swing Line Lender, to the address, facsimile number,
         electronic mail address or telephone number specified for such Person
         on Schedule 10.02 or to such other address, facsimile number,
         electronic mail address or telephone number as shall be designated by
         such party in a notice to the other parties; and

                  (ii) if to any other Lender, to the address, facsimile number,
         electronic mail address or telephone number specified in its
         Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such party in a notice to the Borrower, the
         Administrative Agent, each L/C Issuer and the Swing Line Lender.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

         (b) Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

         (c) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower;
provided that such indemnity shall not, as to any Agent-Related Person or
Lender, be available to the extent that such losses, costs, expenses and
liabilities resulted from

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the gross negligence or willful misconduct of such Agent-Related Person or
Lender. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

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

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable and documented
costs and expenses incurred in connection with the syndication of the credit
facilities, the preparation, negotiation and execution of this Agreement and the
other Loan Documents and any amendment, waiver, consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs
of one primary law firm acting as counsel to the Administrative Agent (plus any
additional law firms acting as local counsel to the Administrative Agent at the
suggestion of such primary law firm), (b) to pay or reimburse the Administrative
Agent and each Lender, including, as applicable, in its capacity as a Swap
Counterparty, for all documented costs and expenses incurred in connection with
the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or the other Loan Documents (including all such
costs and expenses (i) incurred during any "workout" or restructuring in respect
of the Obligations and during any legal proceeding, including any proceeding
under any Debtor Relief Law and (ii) in connection with the sale of, collection
from, or other realization upon any of the Collateral), including all Attorney
Costs of one primary law firm acting as counsel to the Administrative Agent
(plus any additional law firms acting as local counsel to the Administrative
Agent at the suggestion of such primary law firm), (c) to pay or reimburse the
Administrative Agent and each Lender, including, as applicable, in its capacity
as a Swap Counterparty, for all reasonable and documented costs and expenses of
creating and perfecting Liens in favor of the Administrative Agent on behalf of
the Lenders pursuant to any Collateral Document, including filing and recording
fees, expenses and taxes, stamp or documentary taxes, search fees, title
insurance premiums, and reasonable fees, expenses and disbursements of one law
firm acting as counsel to the Administrative Agent and of counsel providing any
opinions that the Administrative Agent or the Required Lenders may reasonably
request in respect of the Collateral Documents or the Liens created pursuant
thereto, (d) all reasonable and documented costs and expenses incurred by the
Administrative Agent in connection with the custody or preservation of any of
the Collateral, and (e) all reasonable and documented costs and expenses,
including reasonable attorneys' fees of one primary law firm acting as counsel
to the Administrative Agent (plus any additional law firms acting as local
counsel to the Administrative Agent at the suggestion of such primary law firm)
and fees, costs and expenses of any auditors, appraisers, accountants, advisors,
agents and consultants, incurred by Administrative Agent or its counsel relating
to efforts to protect, evaluate, assess or dispose of any of the Collateral
(including, without limitation, such costs and expenses relating to obtaining
and reviewing any appraisals provided for under Section 6.13).

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All amounts due under this Section 10.04 shall be payable within ten Business
Days after demand therefor. The agreements in this Section shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations.

         10.05 INDEMNIFICATION BY THE BORROWER. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless the Administrative Agent, the Arrangers, each Lender, including, as
applicable, in its capacity as a Swap Counterparty, and their respective
Affiliates, directors, officers, employees, counsel, agents, advisors and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, and related expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever (other than in respect of Taxes
and Other Taxes, which shall be governed by Section 3.01(d)) which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (a) the execution,
delivery, enforcement, performance or administration of any Loan Document or any
other agreement, letter or instrument delivered pursuant to or in connection
with any of the Loan Documents or any of the Credit Extensions (including any
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty), (b) any Commitment, Loan or Letter of Credit or
the use or proposed use of the proceeds therefrom (including any refusal by any
L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (c) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower, any Subsidiary or any other Loan Party, or
any Environmental Liability related in any way to the Borrower, any Subsidiary
or any other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"), in all cases, whether
or not caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, or related
expenses or disbursements resulted from the gross negligence or willful
misconduct of such Indemnitee or any of its Related Parties (but in the case of
the gross negligence or willful misconduct of any such Related Party, solely to
the extent that a court of competent jurisdiction has determined that such
Indemnitee is legally responsible for such gross negligence or willful
misconduct of such Related Party). Subject to Section 10.08, no Indemnitee shall
be liable for any damages arising from the use by others of any information or
other materials obtained through electronic telecommunications, IntraLinks or
other similar information transmission systems in connection with this
Agreement, nor shall any Indemnitee have any liability for any indirect or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date). All amounts due under this Section 10.05
shall be payable within ten Business Days after written demand therefore,
accompanied by an invoice or other summary of the amount or amounts payable. The
agreements in this Section shall survive the resignation or removal of the
Administrative Agent, the replacement of any Lender, the

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termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

         10.06 PAYMENTS SET ASIDE. To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender enforces any security interests or exercises
its right of set-off, and such payment or the proceeds of such set-off or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied, and all Liens, rights and remedies therefor or related thereto, shall
be revived and continued in full force and effect as if such payment had not
been made or such set-off had not occurred, and (b) each Lender severally agrees
to pay to the Administrative Agent upon demand its applicable share of any
amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate
per annum equal to the applicable Overnight Rate from time to time in effect, in
the applicable currency of such recovery or payment.

         10.07 SUCCESSORS AND ASSIGNS.

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

         (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan
Commitment, Tranche B Term Loan Commitment, Revolving Loan Commitment, Tranche
A-1 Term Loans, Tranche A-2 Term Loans, Tranche B Term Loans and Revolving Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that (i)
except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund (as defined in subsection (g) of this Section) with respect to a Lender,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) subject to each such assignment, determined as

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of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if "Trade Date" is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000, in the case of any assignment in respect of Revolving Loan
Commitments, or $1,000,000, in the case of any assignment in respect of Tranche
A-1 Term Loan Commitments, Tranche A-2 Term Loan Commitments or Tranche B Term
Loan Commitments (in each case aggregating concurrent assignments to or from two
or more Approved Funds of a single Lender for purposes of determining such
minimum amount), unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned, except that this clause (ii) shall not
(A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender
from assigning all or a portion of its rights and obligations in respect of
Tranche A-1 Term Loan Commitments, Tranche A-2 Term Loan Commitments, Tranche B
Term Loan Commitments and Revolving Loan Commitments on a non-pro rata basis;
(iii) any assignment of a Revolving Loan Commitment must be approved by the
Administrative Agent, all L/C Issuers and the Swing Line Lender unless the
Person that is the proposed assignee is itself a Lender with a Revolving Loan
Commitment (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500 (with only one such fee payable in
connection with concurrent assignments to or from two or more Approved Funds of
a single Lender), and the Eligible Assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire. Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section 10.07, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04, 10.05 and
10.21 with respect to facts and circumstances occurring prior to the effective
date of such assignment). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

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

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contrary. The Register shall be available for inspection by the Borrower and the
Lenders at any reasonable time and from time to time upon reasonable prior
notice.

         (d) Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.16 as though it were a
Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.16 as though
it were a Lender.

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

         (g) As used herein, the following terms have the following meanings:

                  "Eligible Assignee" means:

                  (a) in the case of any assignment of Revolving Loan
         Commitments, (i) any Revolving Lender, any Affiliate of any Revolving
         Lender and any Approved Fund of any Revolving Lender; (ii) a commercial
         bank or other financial institution (including any insurance company or
         mutual fund) organized under the laws of the United States, or any

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         state thereof, and having total assets of at least $1,000,000,000 and a
         rating of at least A from S&P; and (iii) a commercial bank or other
         financial institution (including any insurance company or mutual fund)
         organized under the laws of any other country which is a member of the
         Organization for Economic Cooperation and Development, or a political
         subdivision of any such country, and having total assets of at least
         $1,000,000,000 and a rating of at least A from S&P, provided, in the
         case of clauses (ii) and (iii) that such bank or other financial
         institution (A) is approved by the Administrative Agent and, unless an
         Event of Default has occurred and is continuing, the Borrower (each
         such approval not to be unreasonably withheld or delayed) and (B) is
         acting through a branch or agency located in the United States and is
         licensed by the United States or any state thereof; and

                  (b) in the case of any assignment of Tranche A-1 Term Loan
         Commitments, Tranche A-2 Term Loan Commitments, Tranche B Term Loan
         Commitments or Local Currency Loans, (i) any Lender, any Affiliate of
         any Lender and any Approved Fund of any Lender; (ii) a commercial bank
         or other financial institution (including any insurance company or
         mutual fund) organized under the laws of the United States, or any
         state thereof; (iii) a commercial bank or other financial institution
         (including any insurance company or mutual fund) organized under the
         laws of any other country which is a member of the Organization for
         Economic Cooperation and Development, or a political subdivision of any
         such country; and (iv) any other entity that is an "accredited
         investor" (as defined in Regulation D under the Securities Act) that
         extends credit or buys loans as one of its businesses including
         insurance companies, mutual funds and lease financing companies:
         provided, in the case of clauses (ii) and (iii) that (A) such bank or
         other financial institution is approved by the Administrative Agent
         and, unless an Event of Default has occurred and is continuing, the
         Borrower (each such approval not to be unreasonably withheld or
         delayed) and (B) either (1) such bank or other financial institution is
         acting through a branch or agency located in the United States and is
         licensed by the United States or any state thereof or (2) such bank or
         other financial institution is organized under the laws of a country
         that is a member of the Organization for Economic Cooperation and
         Development or a political subdivision of such country;

         provided further that neither the Borrower nor any Affiliate of the
         Borrower shall be an Eligible Assignee.

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

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

         (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower (an "SPC") the option to provide all or
any part of any Committed Loan that such Granting Lender

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would otherwise be obligated to make pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to fund any
Committed Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Committed Loan, the Granting
Lender shall be obligated to make such Committed Loan pursuant to the terms
hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.15(c)(ii). Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such option
shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Agreement (including its obligations
under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable, and
(iii) the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Committed Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Committed Loan were made by such Granting Lender. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Administrative Agent and with the payment of a
processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Committed Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Committed Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.

         (i) Notwithstanding anything to the contrary contained herein, if at
any time any L/C Issuer assigns all of its Commitment and Loans pursuant to
Section 10.07(b), such L/C Issuer may, upon 30 days' notice to the Borrower and
the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C
Issuer, the Borrower shall be entitled to appoint from among the Revolving
Lenders a successor L/C Issuer hereunder; provided, however, that no failure by
the Borrower to appoint any such successor shall affect the resignation of such
L/C Issuer. Upon any such resignation, such L/C Issuer shall retain all the
rights and obligations of the L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.04(c)).

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent

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required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (ii) any pledgee
referred to in Section 10.07(f) or (iii) any actual, prospective or back-to-back
contractual counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For purposes of this Section, "Information" means all
information received from the Borrower or any of its Subsidiaries, including
information received after the Closing Date, relating to the Borrower or any
Subsidiary or any of their respective businesses, other than (A) any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis and (B) in the case of information received from the
Borrower or any Subsidiary after the date hereof, any information that is
clearly identified at the time of delivery as nonconfidential.

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

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

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equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

         10.11 RELEASE OF SECURITY INTEREST OR GUARANTY.

         (a) Upon the proposed sale or other disposition of any Collateral to
any Person (other than an Affiliate of the Borrower) that is permitted by this
Agreement or to which the Lenders or the Required Lenders, as applicable, have
otherwise consented, or the sale or other disposition of all of the Equity
Interests of a Guarantor to any Person (other than an Affiliate of the Borrower)
that is permitted by this Agreement or to which the Lenders or the Required
Lenders, as applicable, have otherwise consented, for which a Loan Party desires
to obtain a security interest release or a release of the Guaranty from the
Administrative Agent, such Loan Party shall deliver a certificate signed by a
Responsible Officer (a) stating that the Collateral or the Equity Interests
subject to such disposition is being sold or otherwise disposed of in compliance
with the terms hereof and (b) specifying the Collateral or Equity Interests
being sold or otherwise disposed of in the proposed transaction. Upon the
receipt of such certificate, the Administrative Agent shall, at such Loan
Party's expense, so long as the Administrative Agent has no reason to believe
that the facts stated in such certificate are not true and correct, execute and
deliver such releases of its security interest in such Collateral or such
Guaranty, as may be reasonably requested by such Loan Party.

         (b) In the event that any Subsidiary that was a Material Subsidiary
ceases to be a Material Subsidiary as of the first Business Day of any fiscal
quarter, so long as no Default shall have occurred and be continuing, the
Administrative Agent shall, as of the first Business Day of such fiscal quarter,
be deemed to have released the Guaranty and any security interest in any
Collateral or Equity Interests of such Subsidiary. The Administrative Agent
shall, at such Subsidiary's expense, execute and deliver such releases of its
security interest in such Collateral or such Guaranty, as may be reasonably
requested by such Subsidiary.

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

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

         10.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied

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upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

         10.15 SEVERABILITY. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.16 TAX FORMS.

         (a) (i) Each Lender that is not a "United States person" within the
meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to
the Administrative Agent, prior to receipt of any payment under any Loan
Document (or upon accepting an assignment of an interest herein), two duly
signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from, or
reduction of, withholding tax on all payments to be made to such Foreign Lender
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the
Borrower pursuant to this Agreement) or such other evidence satisfactory to the
Borrower and the Administrative Agent that such Foreign Lender is entitled to an
exemption from, or reduction of, U.S. withholding tax, including any exemption
pursuant to Section 881(c) of the Code. Thereafter and from time to time, each
such Foreign Lender shall (A) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is reasonably
satisfactory to the Borrower and the Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of
all payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement, (B) promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction, and (C) take such steps as shall not be materially disadvantageous to
it, in the reasonable judgment of such Lender, and as may be reasonably
necessary (including the re-designation of its Lending Office) to minimize or
avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.

                  (ii) Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver to the Administrative Agent on the date when such Foreign

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         Lender ceases to act for its own account with respect to any portion of
         any such sums paid or payable, and at such other times as may be
         necessary in the determination of the Administrative Agent (in the
         reasonable exercise of its discretion), (A) two duly signed completed
         copies of the forms or statements required to be provided by such
         Lender as set forth above, to establish the portion of any such sums
         paid or payable with respect to which such Lender acts for its own
         account that is not subject to U.S. withholding tax, and (B) two duly
         signed completed copies of IRS Form W-8IMY (or any successor thereto),
         together with any information such Lender chooses to transmit with such
         form, and any other certificate or statement of exemption required
         under the Code, to establish that such Lender is not acting for its own
         account with respect to a portion of any such sums payable to such
         Lender.

                  (iii) The Borrower shall not be required to indemnify or pay
         any additional amount to any Lender under Section 3.01 (A) with respect
         to any Taxes required to be deducted or withheld on the basis of the
         information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY pursuant to this Section 10.16(a) or
         (B) if such Lender shall have failed to satisfy the foregoing
         provisions of this Section 10.16(a) or the provisions of Section
         10.16(b); provided that if such Lender shall have satisfied the
         requirements of this Section 10.16(a) or in Section 10.16(b), as
         applicable, on the date such Lender became a Lender or ceased to act
         for its own account with respect to any payment under any of the Loan
         Documents, nothing in this Section 10.16(a) or in Section 10.16(b)
         shall relieve the Borrower of its obligation to indemnify or pay any
         amounts pursuant to Section 3.01 with respect to any Taxes that would
         not be imposed but for a change in any applicable law, treaty or
         governmental rule, regulation or order, or any change in the
         interpretation, administration or application thereof that results in
         such Lender no longer being properly entitled to deliver forms,
         certificates or other evidence at a subsequent date establishing the
         fact that such Lender or other Person for the account of which such
         Lender receives any sums payable under any of the Loan Documents is not
         subject to such Tax or is subject to such Tax at a reduced rate.

                  (iv) The Administrative Agent may, without reduction, withhold
         any Taxes required to be deducted and withheld from any payment under
         any of the Loan Documents.

         (b) Each Lender that is a "United States person" within the meaning of
Section 7701(a)(30) of the Code and that has not otherwise established to the
reasonable satisfaction of the Administrative Agent that it is an exempt
recipient (as defined in section 6049(b)(4) of the Code and the regulations
thereunder) shall deliver to the Administrative Agent two duly signed completed
copies of IRS Form W-9 prior to the receipt of any payment under any Loan
Document. If such Lender fails to deliver such forms, then the Administrative
Agent may withhold from any interest payment to such Lender an amount equivalent
to the applicable back-up withholding tax imposed by the Code, without
reduction.

         (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any

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jurisdiction on the amounts payable to the Administrative Agent under this
Section, and costs and expenses (including Attorney Costs) of the Administrative
Agent; provided, however, that such Lender shall not be liable for the payment
to the Administrative Agent of any penalties to the extent determined in a
final, nonappealable judgment of a court of competent jurisdiction to have
resulted from the Administrative Agent's own gross negligence or willful
misconduct. The obligation of the Lenders under this Section shall survive the
termination of the Aggregate Commitments, repayment of all other Obligations
hereunder and the resignation or removal of the Administrative Agent.

         10.17 REPLACEMENT OF LENDERS. If any Lender (a "Non-Consenting Lender")
refuses to consent to an amendment, modification or waiver of this Agreement
that is approved by the Required Lenders pursuant to Section 10.01, if any
Lender is a Defaulting Lender, or under any other circumstances set forth herein
expressly providing that the Borrower shall have the right to replace a Lender
as a party to this Agreement, the Borrower may, upon notice to such Lender and
the Administrative Agent, replace such Lender by causing such Lender to assign
its Commitment (with the assignment fee to be paid by the Borrower in such
instance) pursuant to Section 10.07(b) to one or more Eligible Assignees
procured by the Borrower; provided, however, that if the Borrower elects to
exercise such right with respect to any Lender pursuant to Section 3.06(b), it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.01 or 3.04. Upon the making of any such
assignment, the Borrower shall (x) pay in full any amounts payable hereunder,
including amounts payable pursuant to Section 3.05 and (y) provide appropriate
assurances and indemnities (which may include letters of credit) to the
applicable L/C Issuer and the Swing Line Lender as each may reasonably require
with respect to any continuing obligation to fund participation interests in any
L/C Obligations or any Swing Line Loans then outstanding. For the avoidance of
doubt, if a Lender is a Non-Consenting Lender solely because it refused to
consent to an amendment, modification or waiver that required the consent of
100% of Lenders affected thereby (which amendment, modification or waiver did
not accordingly require the consent of 100% of all Lenders) the Loans and
Commitments of such Non-Consenting Lender that are subject to the assignments
required by this Section 10.17 shall include only those Loans and Commitments
that constitute the Obligations directly affected by the amendment, modification
or waiver to which such Non-Consenting Lender refused to provide its consent.

         10.18 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE

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LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

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

         10.20 USA PATRIOT ACT NOTICE. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Act.

         10.21 JUDGMENT CURRENCY. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the Business
Day preceding that on which final judgment is given. The obligation of the
Borrower in respect of any such sum due from it to the Administrative Agent or
the Lenders, including, as applicable, in any Lender's capacity as a Swap
Counterparty, hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than that in which
such sum is denominated in accordance with the applicable provisions of this
Agreement (the "Agreement Currency"), be discharged only to the extent that on
the Business Day following receipt by the Administrative Agent of any sum
adjudged to be so due in the Judgment Currency, the Administrative Agent may in
accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency. If the amount of the

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Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
the Borrower (or to any other Person who may be entitled thereto under
applicable law).

         10.22 DESIGNATION AS SENIOR DEBT. The Borrower hereby designates the
Obligations as "Designated Senior Indebtedness" for purposes of and as defined
in that that certain Indenture dated as of August 20, 2003 between the Borrower
and J.P. Morgan Trust Company, National Association, as Trustee, relating to the
8% Senior Subordinated Notes due 2013; that certain Indenture dated as of April
24, 2002 between the Borrower and J.P. Morgan Trust Company, National
Association, as Trustee, relating to the 8 1/8% Senior Subordinated Notes due
2012; and all supplemental indentures thereto.

         10.23 APOGENT. The parties to this Agreement acknowledge that although
the Borrower is using its reasonable efforts to consummate the Merger on the
Closing Date, the consummation of the Merger is not a condition precedent to the
making by Lenders of the initial Credit Extensions under Section 4.01.
Accordingly, unless and until the Merger shall have become effective in
accordance with the terms of the Merger Agreement, the Articles of Merger and
the laws of the State of Wisconsin, no representation or warranty regarding
Apogent, any of its Subsidiaries or any information of any nature whatsoever
relating to Apogent or its Subsidiaries (including such portion of any schedule
to the Credit Agreement referring to or containing information on Apogent or any
of its Subsidiaries) shall be made or deemed to be made in this Agreement, any
Loan Document or otherwise.

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

                               FISHER SCIENTIFIC INTERNATIONAL INC.

                               By: /s/ Kevin P. Clark
                               Name: Kevin P. Clark
                               Title: Vice President & Chief Financial Officer

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

                               By: /s/ Angela Lau
                               Name: Angela Lau
                               Title: Assistant Vice President

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

                               By: /s. Peter D. Griffith
                               Name: Peter D. Griffith
                               Title: Managing Director

                               BANC OF AMERICA SECURITIES LLC,
                               as a Joint Lead Arranger and a Joint Book Manager

                               By: /s/ Pamela R. Levy
                               Name: Pamela R. Levy
                               Title: Managing Director

                               DEUTSCHE BANK AG NEW YORK
                               BRANCH, as an L/C Issuer

                               By: /s/ Carin M. Keegan
                               Name: Carin M. Keegan
                               Title: Vice President

                               By: /s/ Scottye Lindsey
                               Name: Scottye Lindsey
                               Title: Director

                                        1

<PAGE>

                               DEUTSCHE BANK SECURITIES INC.,
                               as a Joint Lead Arranger, a Joint Book Manager, a
                               Co-Syndication Agent and a Co-Documentation
                               Agent

                               By: /s/ Alexander Bici
                               Name: Alexander Bici
                               Title: Vice President

                               CREDIT SUISSE FIRST BOSTON, ACTING
                               THROUGH ITS CAYMAN ISLANDS BRANCH,
                               as a Joint Book Manager, a Co-Syndication Agent
                               and a Co-Documentation Agent

                               By: /s/ Paul L. Colon
                               Name: Paul L. Colon
                               Title: Director

                               By: /s/ Karim Blasetti
                               Name: Karim Blasetti
                               Title: Associate

                               MERRILL LYNCH CAPITAL
                               CORPORATION,
                               as a Co-Syndication Agent and a Co-
                               Documentation Agent

                               By: /s/ Anthony L. Lafaire
                               Name: Anthony L. Lafaire
                               Title: Director

                               ABN AMRO BANK, N.V.,
                               as a Co-Syndication Agent and a Co-
                               Documentation Agent and as a Lender

                               By: /s/ Eric Oppenheimer
                               Name: Eric Oppenheimer
                               Title: Vice President

                               By: /s/ Michele R. Costello
                               Name: Michele R. Costello
                               Title: Assistant Vice President

                               ALLIED IRISH BANKS PLC,

                               By: /s/ Roisin O'Connell

                                        2

<PAGE>

                               Name: Roisin O'Connell
                               Title: Assistant Vice President

                               By: /s/ John Timoney
                               Name: John Timoney
                               Title: Vice President

                               BANK OF CHINA, NEW YORK BRANCH,
                               as a Lender

                               By: /s/ William W. Smith
                               Name: William W. Smith
                               Title: Chief Lending Officer

                               THE GOVERNOR AND COMPANY OF THE BANK OF
                               IRELAND, as a Lender

                               By: /s/ Geraldine Hannon
                               Name: Geraldine Hannon
                               Title: Authorised Signatory

                               By: /s/ Carol Lawlor
                               Name: Carol Lawlor
                               Title: Authorised Signatory

                               THE BANK OF NEW YORK, as a Lender

                               By: /s/ Kenneth P. Sneider
                               Name: Kenneth P. Sneider
                               Title: Vice President

                               THE BANK OF NOVA SCOTIA, as a Lender

                               By: /s/ Meredith D. Smith
                               Name: Meredith D. Smith
                               Title: Agent

                               BANK OF TOKYO-MITSUBISHI TRUST
                               COMPANY, as a Lender

                               By: /s/ Michael L. Zion
                               Name: Michael L. Zion
                               Title: Vice President

                               BARCLAYS BANK PLC,
                               as a Lender

                                        3

<PAGE>

                               By: /s/ Vincent Muldoon
                               Name: Vincent Muldoon
                               Title: Relationship Director

                               CALYON NEW YORK BRANCH,
                               as a Lender

                               By: /s/ Charles Heidsieck
                               Name: Charles Heidsieck
                               Title: Managing Director

                               By: /s/ Attila Coach
                               Name: Attila Coach
                               Title: Managing Director

                               COMMERZBANK AG, NEW YORK AND GRAND
                               CAYMAN BRANCHES, as a Lender

                               By: /s/ Douglas I. Glickman
                               Name: Douglas I. Glickman
                               Title: Vice President

                               By: /s/ Henry J. Spark
                               Name: Henry J. Spark
                               Title: Assistant Treasurer

                               CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender

                               By: /s/ Anthony Rock
                               Name: Anthony Rock
                               Title: Vice President

                               By: /s/ Sean Mounier
                               Name: Sean Mounier
                               Title: First Vice President

                               CREDIT SUISSE FIRST BOSTON, ACTING
                               THROUGH ITS CAYMAN ISLANDS BRANCH,
                               as a Lender

                               By: /s/ Paul L. Colon
                               Name: Paul L. Colon
                               Title: Director

                               By: /s/ Karim Blasetti

                                        4

<PAGE>

                               Name: Karim Blasetti
                               Title: Associate

                               DEUTSCHE BANK TRUST COMPANY AMERICAS,
                               as a Lender

                               By: /s/ Carin M. Keegan
                               Name: Carin M. Keegan
                               Title: Vice President

                               ERSTE BANK,
                               as a Lender

                               By: /s/ Brandon A. Meyerson
                               Name: Brandon A. Meyerson
                               Title: Vice President
                                      Erste Bank New York Branch

                               By: /s/ Bryan J. Lynch
                               Name: Bryan J. Lynch
                               Title: First Vice President

                               ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN
                               AG, as a Lender

                               By: /s/ Bryan J. Lynch
                               Name: Bryan J. Lynch
                               Title: First Vice President

                               By: /s/ Gregory T. Aptman
                               Name: Gregory T. Aptman
                               Title: Vice President
                                      Erste Bank New York Branch

                               GENERAL ELECTRIC CAPITAL CORPORATION,
                               as a Lender

                               By : /s/ Brian P. Schwinn
                               Name: Brian P. Schwinn
                               Title: Duly Authorized Signatory

                               ING CAPITAL LLC,
                               as a Lender

                               By : /s/ Peter Vissers
                               Name: Peter Vissers

                                        5

<PAGE>

                               Title: Director

                               JPMORGAN CHASE BANK,
                               as a Lender

                               By: /s/ B.B. Wuthrich
                               Name: B.B. Wuthrich
                               Title: Vice President

                               KEYBANK NATIONAL ASSOCIATION,
                               as a Lender

                               By: /s/ James A. Taylor
                               Name: James A. Taylor
                               Title: Vice President

                               KZH CRESCENT-2 LLC

                               By: /s/ Dorian. Herrara
                               Name: Dorian Herrara
                               Title: Authorized Agent

                               KZH CRESCENT-3 LLC

                               By: /s/ Dorian Herrara
                               Name: Dorian Herrara
                               Title: Authorized Agent

                               HSBC BANK USA, NATIONAL ASSOCIATION,
                               as a Lender

                               By: /s/ Patrick J. Doulin
                               Name: Patrick J. Doulin
                               Title: Senior Vice President

                               MERRILL LYNCH CAPITAL CORPORATION,
                               as a Lender

                               By: /s/ Anthony J. LaFaire
                               Name: Anthony J. LaFaire
                               Title: Senior Vice President

                               MIZUHO CORPORATE BANK, LTD.,
                               as a Lender

                               By: /s/ Greg Botshon

                                        6

<PAGE>

                               Name: Greg Botshon
                               Title: Senior Vice President

                               NATIONAL CITY BANK,
                               as a Lender

                               By: /s/ Frank Byrne
                               Name: Frank Bryne
                               Title: Account Officer

                               THE NORINCHUKIN BANK,
                               as a Lender

                               By: /s/ Toshifumi Tsukitani
                               Name: Toshifumi Tsukitani
                               Title: General Manager

                               PEOPLE'S BANK,
                               as a Lender

                               By: /s/ David K. Sherrill
                               Name: David K. Sherrill
                               Title: Vice President

                               SOVEREIGN BANK,
                               as a Lender

                               By: /s/ Daniel M. Grondin
                               Name: Daniel M. Grondin
                               Title: Senior Vice President

                               SUMITOMO MITSUI BANKING
                               CORPORATION,
                               as a Lender

                               By: /s/ Leo Pagarigan
                               Name: Leo Pagarigan
                               Title: Senior Vice President

                               SUNTRUST BANK,
                               as a Lender

                               By: /s/ William D. Priester
                               Name: William D. Priester
                               Title: Director

                                        7

<PAGE>

                               UFJ BANK,
                               as a Lender

                               By: /s/ Garry Weiss
                               Name: Garry Weiss
                               Title: Vice President

                               UNITED OVERSEAS BANK LIMITED,
                               NEW YORK AGENCY
                               as a Lender

                               By: /s/ Kwong Yew-Wong
                               Name: Kwong Yew-Wong
                               Title: Agent General Manager

                               By: /s/ Phillip Cheong
                               Name: Philip Cheong
                               Title: VP & Deputy General Manager

                               WASHINGTON MUTUAL BANK,
                               as a Lender

                               By: /s/ Gary Perkins
                               Name: Gary Perkins
                               Title: Vice President

                               GOLDMAN SACHS CREDIT PARTNERS
                               LLC,
                               as Lender

                               By: /s/ Robert Wagner
                               Name: Robert Wagner
                               Title: Authorized Signatory

                                        8
<PAGE>
                                   Schedules
                                   [Omitted]

                                    Exhibits
                                   [Omitted]