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                                                                   Exhibit 10.2

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

                   AMENDMENT, RESTATEMENT, GENERAL PROVISIONS
                          AND INTERCREDITOR AGREEMENT



                          dated as of August 15, 2001

                                     among

                             U.S. INDUSTRIES, INC.,
                               USI GLOBAL CORP.,
                          USI AMERICAN HOLDINGS, INC.,
                              USI ATLANTIC CORP.,
                           REXAIR HOLDINGS, INC., and
                                 REXAIR, INC.,
                                  as Obligors

                the other subsidiaries of U.S. Industries, Inc.
                   parties hereto, as additional Loan Parties

                WILMINGTON TRUST COMPANY and DAVID A. VANASKEY,
                             as Collateral Trustees

                             BANK OF AMERICA, N.A.,
                        as Debt Coordinator, USI Agent,
                   Rexair Agent, and Rexair Collateral Agent

                                      and

                            THE LENDERS PARTY HERETO

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


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                               TABLE OF CONTENTS

Section                                                                    Page
-------                                                                    ----
                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms...........................................3
SECTION 1.02 Computation of Time Periods; Other Definitional Provisions.....22
SECTION 1.03 Accounting Terms...............................................22

                                   ARTICLE II

              AMENDED AND RESTATED BANK FACILITIES AND COMMITMENTS

SECTION 2.01 Amendment and Restatement of the Bank Facilities, Generally....22
SECTION 2.02 Restated USI Commitments.......................................23
SECTION 2.03 Restated Rexair Commitments....................................24
SECTION 2.04 Restated Independent L/C Commitments...........................24
SECTION 2.05 Restated Guaranties............................................24
SECTION 2.06 Restated Liens.................................................25

                                  ARTICLE III

                            COMMON CREDIT PROVISIONS

A.       LOANS AND LETTERS OF CREDIT........................................26
SECTION 3.01 Use of Bank Facility Proceeds..................................26
SECTION 3.02 Interest Rate; Commitment Fees, Etc............................26
B.       REPAYMENTS AND COMMITMENT REDUCTIONS...............................28
SECTION 3.03 Maturity Date..................................................28
SECTION 3.04 Scheduled Senior Debt Amortization.............................28
SECTION 3.05 Mandatory Prepayments..........................................29
SECTION 3.06 Optional Prepayments...........................................30
SECTION 3.07 Pro Rata Allocation of Permanent Reductions....................31
SECTION 3.08 Application of Pro Rata Allocations............................31
C.       MISCELLANEOUS......................................................32
SECTION 3.09 Increased Costs, Etc...........................................32
SECTION 3.10 Taxes..........................................................34
SECTION 3.11 Payments and Computations......................................35

                                   ARTICLE IV

                                   CONDITIONS

SECTION 4.01 Conditions Precedent to Effectiveness..........................36
SECTION 4.02 Conditions Precedent to Each Credit Extension..................39
SECTION 4.03 Use of Revolving Proceeds......................................39


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                                      ii

SECTION 4.04 Determinations Under Section 4.01..............................39

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

SECTION 5.01 Representations and Warranties.................................40

                                   ARTICLE VI

                                   COVENANTS

SECTION 6.01 Affirmative Covenants..........................................44
SECTION 6.02 Negative Covenants.............................................49
SECTION 6.03 Reporting Requirements.........................................57
SECTION 6.04 Financial Covenants............................................61

                                  ARTICLE VII

                               EVENTS OF DEFAULT

SECTION 7.01 Events of Default..............................................62

                                  ARTICLE VIII

                       GUARANTEES, COLLATERAL AND CLAIMS

SECTION 8.01 Guaranties and Liens...........................................64
SECTION 8.02 Subrogation and Waiver.........................................64
SECTION 8.03 Release of Claims..............................................65
SECTION 8.04 Additional Guarantees and Collateral...........................66
SECTION 8.05 Cash Collateral................................................66
SECTION 8.06 Release of Lien in Connection with Asset Dispositions..........66

                                   ARTICLE IX

                    DEBT COORDINATOR AND STEERING COMMITTEE

SECTION 9.01 Appointments and Authorizations................................67
SECTION 9.02 Delegation of Duties...........................................68
SECTION 9.03 Liability......................................................68
SECTION 9.04 Reliance.......................................................68
SECTION 9.05 Notice of Default..............................................69
SECTION 9.06 Credit Decision................................................69
SECTION 9.07 Indemnification................................................69
SECTION 9.08 Debt Coordinator and Steering Committee Members, in their
             Individual Capacities..........................................70
SECTION 9.09 Successor Debt Coordinator or Steering Committee Member........70
SECTION 9.10 Arrangers, Syndication Agents and Others.......................71


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                                      iii

                                   ARTICLE X

                           INTERCREDITOR ARRANGEMENTS

SECTION 10.01 Voting and Consents...........................................71
SECTION 10.02 Defaults; Standstill..........................................73
SECTION 10.03 Other Actions.................................................74
SECTION 10.04 Sharing of Non-Ratable Proceeds...............................74

                                   ARTICLE XI

                                 MISCELLANEOUS

SECTION 11.01 Notices, Etc..................................................75
SECTION 11.02 No Waiver; Remedies...........................................75
SECTION 11.03 Execution in Counterparts.....................................75
SECTION 11.04 Binding Effect; Novation......................................75
SECTION 11.05 Jurisdiction; Process Agent; Judgment Currency; Etc...........76
SECTION 11.06 Governing Law.................................................77
SECTION 11.07 Conflict with Other Agreements................................77
SECTION 11.08 Costs and Expenses............................................77
SECTION 11.09 Register......................................................78
SECTION 11.10 Waiver of Jury Trial..........................................78


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                                      iv

Schedules
---------
Schedule I        -        Lender Commitments
Schedule II       -        Outstanding Independent L/Cs
Schedule III      -        Rexair Amendment
Schedule IV       -        Principal Business Units
Schedule 5.01(b)  -        Subsidiaries
Schedule 5.01(n)  -        Environmental Matters
Schedule 5.01(p)  -        Liens
Schedule 5.01(q)  -        Surviving Debt
Schedule 5.01(r)  -        Real Property
Schedule 5.01(s)  -        Leased Property
Schedule 5.01(t)  -        Investments
Schedule 5.01(u)  -        Intellectual Property
Schedule 5.01(v)  -        Rexair Acquisition Obligations
Schedule 6.02(p)  -        Capital Expenditures Schedule
Schedule 6.04(a)  -        Minimum EBITDA Schedule

Exhibits
--------
Exhibit A         -        Form of PIK Note
Exhibit B         -        Form of USI Collateral Trust Agreement Amendment
Exhibit C         -        Form of USI Pledge and Security Agreement Amendment
Exhibit D         -        Form of Non-Shared Guaranty
Exhibit E         -        Form of Rexair/USI Mortgage
Exhibit F         -        Form of Opinion of Counsel to the Loan Parties
Exhibit G         -        Form of Weekly Cash Flow Report
Exhibit H         -        Form of USI Pledge and Security Agreement Supplement


<PAGE>


     AMENDMENT, RESTATEMENT, GENERAL PROVISIONS AND INTERCREDITOR AGREEMENT
(this "Agreement") dated as of August 15, 2001, among U.S. Industries, Inc.
("USI"), USI Global Corp. ("USI Global"), USI American Holdings, Inc.
("USIAH"), USI Atlantic Corp. ("USI Atlantic" and, together with USI, USI
Global and USIAH, the "USI Obligors"), REXAIR HOLDINGS, INC., formerly known as
Strategic Industries, Inc. ("Rexair Holdings"), REXAIR, INC. ("Rexair" and,
together with Rexair Holdings, the "Rexair Obligors" and together with the USI
Obligors, the "Obligors"), and the other USI Subsidiaries party hereto
(together with (i) the Obligors and (ii) any other Subsidiary of USI from to
time that is required under Section 6.01(j) to execute and deliver a Non-Shared
Guaranty or any Collateral Document, the "Loan Parties"), WILMINGTON TRUST
COMPANY, not in its individual capacity but solely as corporate trustee and
DAVID A. VANASKEY, not in his individual capacity but only as individual
trustee under the USI Collateral Documents (together, the "Collateral
Trustees"), BANK OF AMERICA, N.A. ("BofA"), as collateral agent under the
Rexair Collateral Documents (in such capacity, the "Rexair Collateral Agent"),
as 364-Day Agent, 5-Year Agent and Rexair Agent under each of the Credit
Agreements, and as debt coordinator hereunder (in such capacity as debt
coordinator, the "Debt Coordinator"), and the various bank and other lender
parties hereto.

                                    RECITALS

     Reference is made to:

     A. The Credit Agreement dated December 12, 1996 among USI, USI Global,
USIAH and USI Atlantic, as Loan Parties and/or as guarantor parties, BofA, as
agent (in such capacity as agent, the "5-Year Agent" and, as of the Effective
Date, the "USI Agent"), as a bank, as issuing bank and as swingline bank, Banc
of America Securities LLC, as arranger thereunder, and the other banks party
thereto (each a "5-Year Bank" and collectively, the "5-Year Banks") (as in
effect immediately prior to the Effective Date (defined below), the "5-Year
Credit Agreement" and, as amended and restated hereby and from time to time
hereafter, the "USI Credit Agreement");

     B. The Credit Agreement dated as of October 27, 2000 among USI, USI
Global, USIAH and USI Atlantic, as Loan Parties and/or as guarantor parties,
BofA, as a bank, as issuing bank, as swingline lender, as arranger, and as
agent (in such capacity as agent, the "364-Day Agent"), and the other banks
party thereto (each a "364-Day Bank" and collectively, the "364-Day Banks" and,
together with the 5-Year Banks, the "USI Banks") (as in effect immediately
prior to the Effective Date, the "364-Day Credit Agreement");

     C. The Credit Agreement dated as of March 24, 2000 among Rexair Holdings,
Rexair, Banc of America Securities LLC, as joint lead arranger and joint book
manager, BofA, as a lender, as issuing bank, as swingline bank and as
administrative agent (in such capacity as administrative agent, the "Rexair
Agent"), the other lenders party thereto (each a "Rexair Bank" and
collectively, the "Rexair Banks"), and DLJ Capital Funding, Inc., as joint lead
arranger, joint book manager and syndication agent thereunder (as in effect
immediately prior to the Effective Date and, thereafter, as amended and
restated hereby and from time to time hereafter, the "Rexair Credit Agreement"
and, together with the USI Credit Agreement, the "Credit Agreements");

     D. Each of the presently outstanding letters of credit and bankers'
acceptances listed on Schedule II hereto issued for the account of USI by one
or more issuing USI Banks (each, an "Independent L/C Issuer" and, together with
the USI Banks and the Rexair Banks, the "Banks"), but not issued under or
subject to any of the Credit Agreements (each, as in effect immediately prior
to the Effective Date and thereafter, and together with any rollovers,
extensions and replacements thereof, or each other such Letter of Credit issued
in accordance with Section 2.04 hereof by an Independent L/C


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                                       2

Issuer from time to time, other than any replacements or other Letters of
Credit which may be issued under the USI Credit Agreement, collectively, the
"Independent L/Cs");

     E. The Guaranty dated as of March 24, 2000 (as in effect immediately prior
to the Effective Date and, thereafter, as amended and restated hereby and from
time to time hereafter, the "USI Guaranty") made by USI and USI Global (the
"USI Guarantors") for the benefit of the Rexair Banks and certain other secured
creditors named therein (together with the Rexair Banks, the "Secured Rexair
Creditors");

     F. (i) Pledge and Security Agreement dated as of April 30, 2001, by the
Loan Parties as grantors in favor of the Collateral Trustees (as in effect
immediately prior to the effective date and, thereafter, as amended and
restated hereby and from time to time hereafter, the "USI Pledge and Security
Agreement"), and (ii) the Collateral Trust Agreement dated as of April 30,
2001, among the Loan Parties as grantors and the Collateral Trustees (as in
effect immediately prior to the Effective Date and, thereafter, as amended and
restated hereby and from time to time hereafter, the "USI Collateral Trust
Agreement" and, together with the USI Pledge and Security Agreement and all
other agreements, documents and instruments creating, evidencing or perfecting
the liens of the Collateral Trustees in connection therewith, each as in effect
immediately prior to the date hereof and, thereafter, as amended and restated
hereby and from time to time hereafter (collectively, the "USI Collateral
Documents"), each for the benefit of the Banks and Noteholders as their
respective interests appear; and

     G. (i) The Pledge Agreement dated as of March 24, 2000, made by the Rexair
Obligors as pledgors in favor of the Rexair Collateral Agent (as in effect
immediately prior to the Effective Date and, thereafter, as amended and
restated hereby and from time to time hereafter, the "Rexair Pledge
Agreement"), and (ii) the Security Agreement dated as of March 24, 2000, among
the Rexair Obligors as assignors in favor of the Rexair Collateral Agent (as in
effect immediately prior to the Effective Date and, thereafter, as amended and
restated hereby and from time to time hereafter, the "Rexair Security
Agreement") (together with all other agreements, documents and instruments
creating, evidencing or perfecting the liens in connection therewith, as in
effect immediately prior to the Effective Date and, thereafter, as amended and
restated hereby and from time to time hereafter, the "Rexair Collateral
Documents"), each for the benefit of the Secured Rexair Creditors.

     WHEREAS, the parties hereto desire to enter into this Agreement to, among
other things, (i) amend, modify and restate the Credit Agreements and credit
documents relating to the Independent L/Cs, (ii) establish commitments for the
continuation, roll-over, replacement or extension of the Independent L/Cs and
the issuance of new Independent L/Cs, (iii) provide a common maturity date, a
common cumulative amortization schedule and certain common covenants,
representations and warranties, conditions to borrowing and default provisions
for each of the Credit Agreements and credit documents relating to the
Independent L/Cs, and collective decision making binding upon all creditor
parties to the Bank Facilities, and (iv) provide certain other intercreditor
arrangements for the orderly management of the Banks' relations with the Loan
Parties and the sharing of proceeds of collateral.

     NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties agree as follows:


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                                       3

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

     "ACH" means an automated clearing house transaction or service.

     "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct
or indirect, of the power to vote 10% or more of the Voting Interests of such
Person or to direct or cause the direction of the management and policies of
such Person, whether through the ownership of Voting Interests, by contract or
otherwise.

     "Agents" means, individually and collectively, the 5-Year Agent, the
364-Day Agent, the Rexair Agent and the Rexair Collateral Agent.

     "Agreement" means this Amendment, Restatement, General Provisions and
Intercreditor Agreement.

     "Agreement Value" means, for each Hedge Agreement, on any date of
determination, an amount determined by the Debt Coordinator equal to: (a) in
the case of a Hedge Agreement documented pursuant to the Master Agreement
(Multicurrency-Cross Border) published by the International Swap and
Derivatives Association, Inc., the amount, if any, that would be payable by any
Loan Party or any of its Subsidiaries to its counterparty to such Hedge
Agreement, as if (i) such Hedge Agreement was being terminated early on such
date of determination, (ii) such Loan Party or Subsidiary was the sole
"Affected Party", and (iii) the Debt Coordinator was the sole party determining
such payment amount (with the Debt Coordinator making such determination
pursuant to the provisions of the form of Master Agreement); (b) in the case of
a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge
Agreement, which will be the unrealized loss on such Hedge Agreement to the
Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement
determined by the Debt Coordinator based on the settlement price of such Hedge
Agreement on such date of determination; or (c) in all other cases, the
mark-to-market value of such Hedge Agreement, which will be the unrealized loss
on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party
to such Hedge Agreement determined by the Debt Coordinator as the amount, if
any, by which (i) the present value of the future cash flows to be paid by such
Loan Party or Subsidiary exceeds (ii) the present value of the future cash
flows to be received by such Loan Party or Subsidiary pursuant to such Hedge
Agreement; capitalized terms used herein and not otherwise defined in this
Agreement shall have the respective meanings set forth in the Master Agreement
described above in subsection (a).

     "Amendment Documents" means this Agreement, the Credit Documents and each
exhibit, supplement and other document delivered in connection herewith
amending, modifying or restating the Credit Documents.

     "Asset Disposition" means a USI Asset Disposition or a Rexair Asset
Disposition.

     "Asset Disposition Program" means the program of USI and its financial
advisors pursuant to which Principal Business Units will be offered for sale.


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                                       4

     "Authorized Officer" means the Chairman of the Board, the Chief Financial
Officer, the General Counsel, any Vice President, the Secretary, the Treasurer
or the Controller of a Person or any other officer designated as an "Authorized
Officer" by the Board of Directors (or equivalent governing body) of such
Person.

     "Available Amount" of any Letter of Credit means, at any time, the maximum
undrawn amount available to be drawn under such Letter of Credit at such time
(assuming compliance at such time with all conditions to drawing).

     "Bank Debt" means all Debt of the Loan Parties under the Bank Facilities.

     "Bank Exposure" means, with respect to any Bank at any time, any and all
then outstanding Obligations of any kind owed or owing by any and all of the
Obligors to such Bank under any or all of the Bank Facilities, including Loans,
Available Amounts, Unfunded Commitments, interest (including, without
limitation, Obligations under any PIK Notes), fees, reimbursable amounts and
other amounts, direct or indirect contingent or otherwise.

     "Bank Facility" means, prior to the Effective Date, each credit facility
under the Credit Agreements, each Independent L/C and, thereafter, each credit
facility under the Credit Agreements and each Independent L/C Commitment and
the credit facility provided by the applicable Independent L/C Issuer relating
thereto, each as amended, modified and restated hereby.

     "Bankruptcy Event" has the meaning as specified in Section 7.01.

     "Banks" has the meaning specified in Recital D.

     "Base Rate" has the meaning specified in Section 3.02.

     "Base Rate Credit" means any Loan or other credit extension that bears
interest or fees determined by reference to a Base Rate.

     "BofA" has the meaning specified in the Preamble.

     "BofA Receivables Program" means the committed $30,000,000 receivables
purchase program between BofA as purchaser and USI as seller, which commitment
shall have been terminated on or prior to the Effective Date and replaced by a
$30,000,000 increase in BofA's revolving credit commitment under the USI Credit
Agreement pursuant to Section 2.02(i).

     "Borrowing" means a term, revolving or a swingline borrowing under any of
the Bank Facilities.

     "Business Day" means a day of the year on which banks are not required or
authorized by law to close in any of New York City, Charlotte, North Carolina,
Wilmington, Delaware and, if the applicable Business Day relates to any LIBOR
Rate Credit on which dealings are carried on in the London interbank market,
London, England.

     "Capital Expenditures" means, for any Person for any period, the sum of,
without duplication, (a) all expenditures made, directly or indirectly, by such
Person or any of its Subsidiaries during such period for equipment, fixed
assets, real property or improvements, or for replacements or substitutions
therefor or additions thereto, that have been or should be, in accordance with
GAAP, reflected as additions to property, plant or equipment on a Consolidated
balance sheet of such Person or


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                                       5

have a useful life of more than one year plus (b) the aggregate principal
amount of all Debt (including Obligations under Capitalized Leases) assumed or
incurred in connection with any such expenditures. For purposes of this
definition, the purchase price of equipment that is purchased simultaneously
with the trade-in of existing equipment or with insurance proceeds shall be
included in Capital Expenditures only to the extent of the gross amount of such
purchase price less (i) the credit granted by the seller of such equipment for
the equipment being traded in at such time and (ii) the amount of such proceeds
applied to such purchase price.

     "Capitalized Leases" means all leases that have been or should be, in
accordance with GAAP, recorded as capitalized leases.

     "Cash Collateral Account" has the meaning specified in Section 8.05.

     "Cash Equivalents" means any of the following, to the extent owned by an
Obligor free and clear of all Liens other than Liens created under the
Collateral Documents and having a maturity of not greater than 90 days from the
date of acquisition or issuance thereof: (a) readily marketable direct
obligations of the government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the federal government of the United States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Bank or a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (c) below, is organized
under the laws of the United States or any State thereof and has combined
capital and surplus of at least $1 billion, (c) commercial paper in an
aggregate amount of no more than $10,000,000 per issuer outstanding at any
time, issued by any corporation organized under the laws of any State of the
United States and rated at least "Prime-1" (or the then equivalent grade) by
Moody's Investors Service, Inc. ("Moody's") or "A-1" (or the then equivalent
grade) by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"), (d) time deposits or certificates of deposit maturing within one year
after the issuance thereof issued by commercial banks organized under the laws
of any country that is a member of the OECD and having a combined capital and
surplus in excess of $25,000,000 or that is a Bank or (e) Investments,
classified in accordance with GAAP as Current Assets of such obligor or any of
its Subsidiaries, in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by financial
institutions that have the highest rating obtainable from either Moody's or
S&P, and the portfolios of which are limited solely to Investments of the
character, quality and maturity described in clauses (a), (b), (c) and (d) of
this definition.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended from time to time.

     "CERCLIS" means the Comprehensive Environmental Response, Compensation and
Liability Information System maintained by the U.S. Environmental Protection
Agency.

     "Change of Control" means the occurrence of any of the following: (a) any
Person or two or more Persons acting in concert shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly,
of Voting Interests of USI (or other securities convertible into such Voting
Interests) representing 25% or more of the combined voting power of all Voting
Interests of USI; or (b) during any period of up to 24 consecutive months,
commencing after the date of this Agreement, individuals who at the beginning
of such 24-month period were directors of any of the Loan Parties shall cease
for any reason to constitute a majority of the board of directors of such Loan
Parties; or (c) any Person or two or more Persons acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
the power to


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                                       6

exercise, directly or indirectly, a controlling influence over the management
or policies of USI or control over Voting Interests of USI (or other securities
convertible into such Voting Interests) representing 25% or more of the
combined voting power of all Voting Interests of USI; provided, however, that
this clause (c) shall not apply to any such acquisition the terms of which
expressly require, upon its consummation, the full repayment (and in the case
of Letters of Credit, collateralization) of all Bank Exposure; or (d) USI shall
cease to directly or indirectly own 100% of the Equity Interests in each other
Loan Party (other than in connection with a permitted Asset Disposition).

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Collateral" means all "Collateral" referred to in the Collateral
Documents (and any Bank Facility, as applicable) and all other property that is
or is purported to be subject to any Lien in favor of the Collateral Trustee,
including Shared Collateral and Rexair Collateral for the benefit of any or all
of the secured parties thereunder.

     "Collateral Documents" means, as of the Effective Date, the Rexair
Collateral Documents and the USI Collateral Documents collectively, as in
effect immediately prior to the Effective Date and, thereafter, as amended and
restated hereby, and from time to time thereafter.

     "Collateral Trustees" has the meaning specified in the Preamble.

     "Commitment" means any outstanding commitment of any Bank under or in
respect of any Bank Facility.

     "Consolidated" refers to the consolidation of accounts in accordance with
GAAP.

     "Contingent Obligation" means, with respect to any Person, any Obligation
or arrangement of such Person to guarantee or intended to guarantee any Debt,
leases, dividends or other payment Obligations ("Primary Obligations") of any
other Person (the "Primary Obligor") in any manner, whether directly or
indirectly, including, without limitation, (a) the direct or indirect
guarantee, endorsement (other than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of the Obligation of a Primary Obligor, (b) the Obligation to
make take-or-pay or similar payments, if required, regardless of nonperformance
by any other party or parties to an agreement or (c) any Obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (A) for the purchase or payment of any such primary
obligation or (B) to maintain working capital or equity capital of the Primary
Obligor or otherwise to maintain the net worth or solvency of the Primary
Obligor, (iii) to purchase property, assets, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the Primary Obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof. The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made (or,
if less, the maximum amount of such primary obligation for which such Person
may be liable pursuant to the terms of the instrument evidencing such
Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder), as determined by such Person in good faith.

     "Control Agreement" means any agreement between a Permitted Account Bank
and either the Collateral Trustees, in the case of any deposit account,
securities entitlement or financial asset maintained by USI or any other Loan
Party (other than any Rexair Obligor), or the Rexair Collateral


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                                       7

Agent, in the case of any deposit account, securities entitlement or financial
asset maintained by any Rexair Obligor, in each case pursuant to which such
Permitted Account Bank, (i) acknowledges and accepts the assignment of such
assets, or all rights related to such assets, to the Collateral Trustees for
the benefit of the Secured Holders or to the Rexair Collateral Agent for the
benefit of the Secured Rexair Creditors, as applicable, in each case pursuant
to the Collateral Documents, and (ii) agrees to comply with instructions,
directions and entitlement orders, as the case may be, originated by the
Collateral Trustees or the Rexair Collateral Agent, or any authorized designee
of either, as applicable, with respect to the accounts, securities entitlements
and financial assets without further consent of USI or such other Loan Party.
The Control Agreement must be in form and substance satisfactory to the
Collateral Trustees or the Rexair Collateral Agent, as applicable, and the Debt
Coordinator and must be sufficient to satisfy the control requirements of
Section 9-104 (in the case of deposit accounts) and Section 9-106 (in the case
of securities entitlements and financial assets) of the New York UCC.

     "Credit Agreements" has the meaning specified in Recital C.

     "Credit Documents" means, collectively, (a) the Credit Agreements, (b) the
credit documents relating to the Independent L/Cs, (c) the Guaranties, (d) the
Collateral Documents, and (e) any and all agreements, instruments and other
documents delivered by any of the parties thereto pursuant to or in connection
with any of the Bank Facilities, as in effect immediately prior to the
Effective Date and, thereafter, as amended and restated hereby and from time to
time hereafter.

     "Credit Extension" has the meaning specified in Section 4.02.

     "Debt" of any Person means (a) all indebtedness of such Person for
borrowed money, (b) all Obligations of such Person for the deferred purchase
price of property or services (other than trade payables not overdue by more
than 90 days), (c) all Obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all Obligations of such Person
created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property) (other than
any such Obligations existing on the Effective Date), (e) all Obligations of
such Person as lessee under Capitalized Leases, (f) all Obligations of such
Person under bankers' acceptances, letters of credit or similar facilities, (g)
all Obligations of such Person to purchase, redeem, retire, defease or
otherwise make any payment in respect of any Equity Interests in such Person or
any other Person, valued, in the case of Redeemable Preferred Interests, at the
greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, (h) all Obligations of such Person in respect of Hedge
Agreements, valued at the Agreement Value thereof, (i) all Contingent
Obligations with respect to Debt of the type described in clauses (a) through
(h) above and Off-Balance Sheet Obligations of such Person and (j) all
indebtedness and other payment Obligations referred to in clauses (a) through
(i) above of another Person secured by (or for which the holder of such Debt
has an existing right, contingent or otherwise, to be secured by) any Lien on
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such indebtedness or other payment Obligations.

     "Debt Coordinator" has the meaning specified in the Preamble.

     "Debt Coordinator's Account" means an account of the Debt Coordinator
maintained by the Debt Coordinator at such location and having such account
number and reference information in respect of which shall have been specified
in writing to the Loan Parties and the Banks on or prior to the Effective Date,
or such other account as the Debt Coordinator may thereafter specify in writing
to the Loan Parties and the Banks.


<PAGE>


                                       8

     "Debt Termination Date" means the date on which (i) all Loans or other
credit extensions and all outstanding reimbursement Obligations in respect of
Letters of Credit and bankers' acceptances under all Bank Facilities have been
paid in full, (ii) all commitments to provide any credit extension under any
Bank Facility and all Letter of Credit Commitments have been terminated, and
(iii) all Letters of Credit and bankers' acceptances under any Bank Facility
shall have either been cancelled or cash collateralized or covered by a back-up
Letter of Credit in a manner reasonably satisfactory to the issuing bank
thereof.

     "Default" means any Event of Default or any event that would constitute an
Event of Default upon the giving of notice or lapse of time or both.

     "Defaulted Advance" means, with respect to any Bank at any time, the
portion of any Loan required to be made by such Bank to an Obligor pursuant to
Article II at or prior to such time that has not been made by such Bank, by any
Agent or by the Debt Coordinator for the account of such Bank as of such time.

     "Defaulted Amount" means, with respect to any Bank at any time, any amount
required to be paid by such Bank to any Agent or the Debt Coordinator hereunder
or under any other Transaction Document at or prior to such time that has not
been so paid as of such time, including, without limitation, any amount
required to be paid by such Bank to (a) the Debt Coordinator or any Agent
pursuant to Section 9.07 to reimburse such Debt Coordinator or Agent for the
amount of any advance made by such Debt Coordinator or Agent for the account of
such Bank or (b) any Steering Committee Related Person pursuant to Section 9.07
to reimburse such Steering Committee Related Person for such Bank's ratable
share of any amount required to be paid by such Bank to such Steering Committee
Related Person as provided therein.

     "Defaulting Bank" means, at any time, any Bank that, at such time, (a)
owes a Defaulted Advance or a Defaulted Amount or (b) shall take any action or
be the subject of any action or proceeding of a type described in Section
7.01(f).

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

     "Domestic Subsidiary" means any Subsidiary of USI other than a Foreign
Subsidiary.

     "EBITDA" means, at any date of determination, the sum, determined on a
Consolidated basis, of (a) net income (or net loss), (b) interest expense, (c)
income tax expense, (d) depreciation expense, (e) amortization expense, (f)
restructuring charges (including management retention bonuses) and (g) all
other non-cash charges deducted in determining net income for such period and
other non-recurring charges, and adjusted for other income and expense items,
equity earnings in investees, interest income, and other non-cash gains to the
extent added in determining net income for such period, in the case of any
Person, determined in accordance with GAAP for the period for which EBITDA is
determined, provided that for purposes of Section 6.04(a), the determination of
EBITDA shall exclude the Rexair Obligors.

     "Effective Date" has the meaning specified in Section 4.01.

     "Environmental Action" means any action, suit, demand, demand letter,
claim, notice of non-compliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, any Environmental Permit or
Hazardous Material or arising from alleged injury or threat to health, safety
or the environment, including, without limitation, (a) by any governmental or
regulatory authority for enforcement, cleanup, removal,


<PAGE>


                                       9

response, remedial or other actions or damages and (b) by any governmental or
regulatory authority or third party for damages, contribution, indemnification,
cost recovery, compensation or injunctive relief.

     "Environmental Law" means any Federal, state, local or foreign statute,
law, ordinance, rule, regulation, code, order, writ, judgment, injunction,
decree or judicial or agency interpretation, policy or guidance relating to
pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous
Materials.

     "Environmental Permit" means any permit, approval, identification number,
license or other authorization required under any Environmental Law.

     "Equipment" means all "Equipment" referred to in Section 1(a) of the USI
Pledge and Security Agreement.

     "Equity Interests" means, with respect to any Person, shares of capital
stock of (or other ownership or profit interests in) such Person, warrants,
options or other rights for the purchase or other acquisition from such Person
of shares of capital stock of (or other ownership or profit interests in) such
Person, securities convertible into or exchangeable for shares of capital stock
of (or other ownership or profit interests in) such Person or warrants, rights
or options for the purchase or other acquisition from such Person of such
shares (or such other interests), and other ownership or profit interests in
such Person (including, without limitation, partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such
shares, warrants, options, rights or other interests are authorized or
otherwise existing on any date of determination.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

     "ERISA Affiliate" means any Person that for purposes of Title IV of ERISA
is a member of the controlled group of any Obligor, or under common control
with any Obligor, within the meaning of Section 414 of the Code.

     "ERISA Event" means (a) (i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC or (ii) the requirements of Section 4043(b) of ERISA apply with respect to
a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section
4043(c) of ERISA is reasonably expected to occur with respect to such Plan
within the following 30 days; (b) the application for a minimum funding waiver
with respect to a Plan; (c) the provision by the administrator of any Plan of a
notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of
ERISA (including any such notice with respect to a plan amendment referred to
in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
any Obligor or any ERISA Affiliate in the circumstances described in Section
4062(e) of ERISA; (e) the withdrawal by any Obligor or any ERISA Affiliate from
a Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for
imposition of a lien under Section 302(f) of ERISA shall have been met with
respect to any Plan; (g) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan pursuant to Section
4042 of ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, such Plan.


<PAGE>


                                      10

     "Events of Default" has the meaning specified in Section 7.01.

     "Excepted Assets" means (a) in the case of USI and its Subsidiaries (other
than the Rexair Obligors) the assets referred to in Section 6.02(e)(i) and (ii)
and (b) in the case of the Rexair Obligors, the assets referred to Section
9.02(ii) and (iii) of the Rexair Credit Agreement, as amended and restated by
the Rexair Amendment and set forth on Schedule III hereto.

     "Excess Cash Flow" means, for each Fiscal Quarter commencing with the
Fiscal Quarter ending December 29, 2001 and cumulatively thereafter, an amount
(if positive) equal to the sum of:

     (i)    EBITDA less

     (ii)   cash restructuring charges (comprised of professional fees, bank
            fees and retention bonuses (other than success fees deducted from
            the definition of Net Cash Proceeds) related to the Transaction)
            less

     (iii)  income tax expense less

     (iv)   Capital Expenditures less

     (v)    interest expense and other expense plus

     (vi)   interest income and other income less

     (vii)  $30 million for the Fiscal Quarters ended December 2001 and March
            2002, plus

     (viii) the Retained Amount, if any, to the extent permitted under Section
            3.04, except, in the case of the Fiscal Quarter ended September
            2002.

     "Extraordinary Receipt" means any cash in an amount equal to or greater
than $50,000 received by or paid to or for the account of any Person not in the
ordinary course of business other than the proceeds of an Asset Disposition,
including, without limitation, tax refunds (to the extent not otherwise
accounted for as an adjustment to income tax expense), pension plan reversions,
proceeds of insurance (including, without limitation, any key man life
insurance but excluding proceeds of business interruption insurance to the
extent such proceeds constitute compensation for lost earnings), condemnation
awards (and payments in lieu thereof) and indemnity payments; provided,
however, that an Extraordinary Receipt shall not include cash receipts received
from proceeds of insurance, condemnation awards (or payments in lieu thereof)
or indemnity payments to the extent that such proceeds, awards or payments in
respect of loss or damage to equipment, fixed assets or real property (A) are
applied (or in respect of which expenditures were previously incurred) to
replace or repair the equipment, fixed assets or real property in respect of
which such proceeds were received in accordance with the terms of the Credit
Documents, so long as such application or expenditure is intended to be made
and is made within 6 months after the occurrence of such damage or loss or (B)
are received by any Person in respect of any third party claim against such
Person and applied to pay (or to reimburse such Person for its prior payment
of) such claim and the costs and expenses of such Person with respect thereto;
and provided, further, that Extraordinary Receipt shall not include cash
receipts received from insurance proceeds or recoveries from insurance carriers
with respect to personal injury claims and applied (or solely with respect to
payments received from insolvent carriers, to be applied) to pay (or to
reimburse such Person for the payment of) any such claims.


<PAGE>


                                      11

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

     "Financial Advisor" means FTI Consulting, financial advisor to the Debt
Coordinator, and any successor financial advisor that may be appointed from
time to time at the sole discretion of the Debt Coordinator.

     "Fiscal Quarter" means a fiscal quarter of USI ending on or about March
31, June 30, September 30 and December 31 of each year.

     "Fiscal Year" means a fiscal year of USI ending on or about September 30
in any calendar year.

     "5-Year Agent" has the meaning specified in Recital A.

     "5-Year Bank" has the meaning specified in Recital A.

     "5-Year Credit Agreement" has the meaning specified in Recital A.

     "Foreign Subsidiary" means a Subsidiary of USI (other than any Non-Shared
Collateral Loan Party, except that this exclusion shall not apply to Section
6.02(a)(vii)) organized under the laws of a jurisdiction other than the United
States or any State thereof or the District of Columbia.

     "GAAP" shall mean generally accepted accounting principles applied on a
basis consistent with those which, in accordance with Section 1.03, are to be
used in making the calculations for purposes of determining compliance with
this Agreement.

     "Governmental Authority" means any nation or government, any state,
province, city, municipal entity or other political subdivision thereof, and
any governmental, executive, legislative, judicial, administrative or
regulatory agency, department, authority, instrumentality, commission, board,
bureau or similar body, whether federal, state, provincial, territorial, local
or foreign.

     "Governmental Authorization" means any authorization, approval, consent,
franchise, license, covenant, order, ruling, permit, certification, exemption,
notice, declaration or similar right, undertaking or other action of, to or by,
or any filing, qualification or registration with, any Governmental Authority.

     "Guaranties" means collectively, the USI Bank Debt Guaranties, Rexair Bank
Debt Guaranties and the Non-Shared Guaranty.

     "Guarantors" means collectively, the guarantor parties to the Guaranties.

     "Hazardous Materials" means (a) petroleum or petroleum products,
by-products or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.


<PAGE>


                                      12

     "Hedge Agreements" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other hedging agreements.

     "Hedge Bank" means any Bank or an Affiliate of a Bank in its capacity as a
party to a Secured Hedge Agreement.

     "Independent L/C" has the meaning specified in Recital D.

     "Independent L/C Commitment" has the meaning specified in Section 2.04.

     "Independent L/C Exposure" means, with respect to any Independent L/C
Issuer at any time, any and all then outstanding Obligations of any kind owed
or owing by any and all of the USI Obligors to such Independent L/C Issuer
under the Credit Documents relating to Independent L/Cs issued by such
Independent L/C Issuer.

     "Independent L/C Issuer" has the meaning specified in Recital D.

     "Insufficiency" means, with respect to any Plan, the amount, if any, of
its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

     "Interest Period" has, with respect to any Bank Facility, the meaning
ascribed thereto in the applicable Credit Document.

     "Inventory" means all Inventory as defined in Section 1(b) of the USI
Pledge and Security Agreement.

     "Investment" in any Person means any Loan or advance to such Person, any
purchase or other acquisition of any Equity Interests or Debt or the assets
comprising a division or business unit or a substantial part or all of the
business of such Person, any capital contribution to such Person or any other
direct or indirect investment in such Person, including, without limitation,
any acquisition by way of a merger or consolidation and any arrangement
pursuant to which the investor incurs Debt of the types referred to in clause
(i) or (j) of the definition of "Debt" in respect of such Person.

     "Issuing Bank" means, with respect to any Bank Facility, the meaning
ascribed thereto in the applicable Credit Agreement, or any Independent L/C
Issuer.

     "JUSI" means JUSI Holdings, Inc., a Wholly Owned Subsidiary of USI.

     "Letter of Credit" means (i) any Independent L/C and (ii) any Letter of
Credit as defined in and issued pursuant to a Credit Agreement.

     "Letter of Credit Collateralization" means, in respect of any Permanent
Reduction or portion thereof allocable to the Available Amount of any Letter of
Credit, the delivery of cash or Permitted Cash Equivalents in the amount of
such allocation to the Debt Coordinator, to be held in a segregated Cash
Collateral Account as collateral security for the Bank Exposure associated with
such Letter of Credit.

     "Letter of Credit Commitment" means, (i) with respect to a USI Issuing
Bank at any time, the amount set forth opposite its name on Schedule I hereto
under the caption "USI Letter of Credit Commitment", (ii) with respect to any
Rexair Bank, the amount set forth opposite its name on Schedule I


<PAGE>


                                      13

under the caption "Rexair Letter of Credit Commitment", and (iii) with respect
to any Independent L/C Issuer at any time, its Independent L/C Commitment.

     "LIBOR" or "LIBOR Rate" has the meaning described in Section 3.02.

     "Lien" means any lien, security interest or other charge or encumbrance of
any kind, or any other type of preferential arrangement, including, without
limitation, the lien or retained security title of a conditional vendor and any
easement, right of way or other encumbrance on title to real property.

     "Liquidity" means, with respect to Loan Parties other than Rexair
Obligors, the sum of unused commitments under the Bank Facilities, plus cash
and Cash Equivalents on hand in domestic banks, including in any Cash
Collateral Account collateralizing Unfunded Commitment Reductions, plus
interest and earnings on all deposit accounts (including all Cash Collateral
Accounts).

     "Loan" has, with respect to each Bank Facility, the meaning specified
therefor in the applicable Credit Agreement.

     "Loan Parties" has the meaning specified in the Preamble; provided,
however, that solely for purposes of Section 6.02, unless and until a Rexair
Event Occurs, the term "Loan Parties" shall not include Rexair Holdings or any
of its Subsidiaries.

     "Majority Banks" has the meaning specified in Section 10.01(a).

     "Margin Stock" has the meaning specified in Regulation U of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

     "Material Adverse Change" means any material adverse change in the
business, condition (financial or otherwise), operations, performance,
properties or prospects of USI and its Subsidiaries, taken as a whole.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of USI and its Subsidiaries, taken as a whole, (b) the
rights and remedies of the Debt Coordinator, any of the Agents, the Collateral
Trustees or any Bank under any Transaction Document or (c) the ability of the
Obligors, taken as a whole, to perform their Obligations under any Transaction
Document to which it is or is to be a party.

     "Material Subsidiary" means, at any time, a Subsidiary of USI having
assets in an amount equal to at least 5% of the amount of total Consolidated
assets of USI and its Subsidiaries (determined as of the last day of the most
recent Fiscal Quarter) or revenues or net income in an amount equal to at least
5% of the amount of total Consolidated revenues or net income of USI and its
Subsidiaries for the 12-month period ending on the last day of the most recent
Fiscal Quarter.

     "Maturity Date" has the meaning specified in Section 3.03.

     "Mortgages" means each of the mortgages and deeds of trust granted by the
Loan Parties to the Collateral Trustees for the benefit of the holders of
Senior Debt, as their interests may appear.

     "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which any Obligor or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.


<PAGE>


                                      14

     "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
Obligor or any ERISA Affiliate and at least one Person other than the Obligor
and the ERISA Affiliates or (b) was so maintained and in respect of which any
Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such plan has been or were to be terminated.

     "Net Cash Proceeds" means, with respect to any sale, lease, transfer or
other disposition of any asset or the incurrence or issuance of any Debt or the
sale or issuance of any Equity Interests (including, without limitation, any
capital contribution) by any Person, or any Extraordinary Receipt received by
or paid to or for the account of any Person, the aggregate amount of cash
received from time to time (whether as initial consideration or through payment
or disposition of deferred consideration) by or on behalf of such Person in
connection with such transaction after deducting therefrom only (without
duplication) (a) customary brokerage commissions, underwriting fees and
discounts, legal fees, fees paid to accountants and financial advisors,
finder's fees and other similar fees and commissions, (b) the amount of taxes
payable in connection with or as a result of such transaction, (c) the amount
of any Debt secured by a Lien on such asset that, by the terms of the agreement
or instrument governing such Debt, is required to be repaid upon such
disposition, in each case to the extent, but only to the extent, that the
amounts so deducted are, at the time of receipt of such cash, actually paid to
a Person that is not an Affiliate of such Person or any Obligor or any
Affiliate of any Obligor and are properly attributable to such transaction or
to the asset that is the subject thereof and (d) reasonable success fees paid
to operating management of the entity or entities subject to an Asset
Disposition in connection with such Asset Disposition; provided, however, that
in the case of taxes that are deductible under clause (b) above but for the
fact that, at the time of receipt of such cash, such taxes have not been
actually paid or are not then payable, such Obligor or such Affiliate may
deduct an amount (the "Reserved Amount") equal to the amount reserved in
accordance with GAAP for such Obligor's or such Affiliate's reasonable estimate
of such taxes, other than taxes for which such Obligor or such Affiliate is
indemnified, provided further, however, that, at the time such taxes are paid,
an amount equal to the amount, if any, by which the Reserved Amount for such
taxes exceeds the amount of such taxes actually paid shall constitute "Net Cash
Proceeds" of the type for which such taxes were reserved for all purposes
hereunder.

     "Non-Shared Collateral" means any Collateral that is not Shared
Collateral, provided that, so long as any Rexair Bank Exposure remains
outstanding or any commitments in respect thereof shall not have been
terminated, the Non-Shared Collateral shall not include any Rexair Collateral.

     "Non-Shared Collateral Loan Party" means any Subsidiary of USI that is
within clause (ii) or, to the extent provided pursuant to Section 6.01(j)(i),
clause (i) of the definition of "Unrestricted Subsidiary" under the Notes.

     "Non-Shared Guaranty" has the meaning specified in Section 4.01(a)(vi).

     "Non-Shared Lien" means, collectively, the Liens and collateral created
under the USI Collateral Documents solely for the benefit of the holders of
Bank Debt.

     "Note Document" means the Notes, the Notes Indentures and any and all
agreements, instruments and other documents delivered by any of the parties
thereto pursuant to or in connection with any of the Notes or Notes Indentures.

     "Noteholder" means any Person that is the current beneficial holder of a
Note.


<PAGE>


                                      15

     "Notes" means (i) the 7-1/4% Senior Notes due December 1, 2006, in the
original principal amount of $125,000,000 and (ii) the 7-1/8% Senior Notes due
October 15, 2003, in the original principal amount of $250,000,000, issued
pursuant to the Notes Indentures.

     "Notes Escrow Account" has the meaning specified in Section 3.08(a).

     "Notes Escrow Delivery" means the delivery to the Collateral Trustees of
cash allocable to the outstanding principal amount of a series of the Notes.

     "Notes Exposure" means, with respect to all Notes at any time, the
aggregate outstanding Obligations of the USI Obligors under the Notes.

     "Notes Indentures" means the (i) the Indenture dated as of December 12,
1996, as amended, among USIAH as issuer, USI as parent grantor and PNC Bank,
National Association as trustee, with respect to the 7-1/4% Senior Notes due
December 1, 2006, and (ii) the Indenture dated as of October 27, 1998, as
amended, among USI and USIAH as issuers, USI Atlantic as guarantor and The
First National Bank of Chicago as trustee, with respect to the 7-1/8% Senior
Notes due October 15, 2003.

     "NPL" means the National Priorities List under CERCLA.

     "Obligation" means, with respect to any Person, any obligation of such
Person of any kind, including, without limitation, any liability of such Person
on any claim, whether or not the right of any creditor to payment in respect of
such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, disputed, undisputed, legal, equitable, secured or unsecured, and
whether or not such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section 7.01(f). Without limiting the generality of
the foregoing, the Obligations of the Obligor under the Credit Documents and
Bank Facilities include (a) the obligation to pay principal, interest, charges,
expenses, fees, attorneys' fees and disbursements, indemnities and other
amounts payable by any Loan Party under any Credit Document or Bank Facility
and (b) the obligation to reimburse any amount in respect of any of the
foregoing that any of the Banks, Agents or the Debt Coordinator in its sole
discretion, may elect to pay or advance on behalf of such Obligor.

     "Obligors" has the meaning specified in the Preamble.

     "Off-Balance Sheet Obligation" means, with respect to any Person, any
Obligation of such Person under a synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing if the
transaction giving rise to such Obligation is considered indebtedness for
borrowed money for tax purposes but is classified as an operating lease in
accordance with GAAP.

     "Other Taxes" has the meaning specified in Section 3.10(b).

     "PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

     "Permanent Reduction" means any or all of the following: (i) the permanent
repayment or prepayment of outstanding Loan principal, Letter of Credit
reimbursement obligations or bankers acceptances under any Credit Document (and
the concurrent termination or reduction of any related commitments), (ii) a
Letter of Credit Collateralization and (iii) in the case of a Permanent
Reduction consisting of an application of Net Cash Proceeds of Senior Debt
Collateral, (A) a Notes Escrow Delivery and (B) an Unfunded Commitment
Reduction.

     "Permitted Account Bank" has the meaning specified in Section 6.01(n).


<PAGE>


                                      16

     "Permitted Cash Equivalents" means Obligations described in clauses (a)
and (b) of the definition of Cash Equivalents.

     "Permitted Liens" means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been
commenced: (a) Liens for taxes, assessments and governmental charges or levies
to the extent not required to be paid under Section 6.01(b); (b) Liens imposed
by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's
Liens and other similar Liens arising in the ordinary course of business that
(i) are not overdue for a period of more than 60 days and (ii) individually or
together with all other Permitted Liens incurred in reliance upon this clause
(b) outstanding on any date of determination do not materially adversely affect
the use or value of the property to which they relate; and (c) pledges or
deposits to secure obligations under workers' compensation laws or similar
legislation or to secure public or statutory obligations.

     "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

     "Plan" means a Single Employer Plan or a Multiple Employer Plan.

     "Pledged Debt" has the meaning specified in Section 1(d)(iv) of the USI
Pledge and Security Agreement.

     "Pledged Shares" has the meaning specified in Section 1(d)(iii) of the USI
Pledge and Security Agreement.

     "Preferred Interests" means, with respect to any Person, Equity Interests
issued by such Person that are entitled to a preference or priority over any
other Equity Interests issued by such Person upon any distribution of such
Person's property and assets, whether by dividend or upon liquidation.

     "Principal Business Unit" has the meaning specified in Schedule IV hereto.

     "Pro Rata" means, at any time, (i) when applied to all Senior Debt, in
accordance with the Pro Rata Share of each Bank and Noteholder of the Total
Principal Exposure under all Bank Facilities and the Notes taken as a whole,
and (ii) when applied to all or some of the Bank Debt, in accordance with each
Bank's Pro Rata Share of Total Principal Exposure under all the included Bank
Facilities.

     "Pro Rata Share" means at any time of determination (subject to the
proviso set forth in Section 3.07),

     (i)   when applied to all holders of Senior Debt, for each Bank or
           Noteholder, the percentage share equal to a fraction, the numerator
           of which is the Total Principal Exposure of such Bank or Noteholder
           under all Senior Debt and the denominator of which is the Total
           Principal Exposure of all Banks and Noteholders under all Senior
           Debt;

     (ii)  when applied to all Banks, for each Bank, the percentage share equal
           to a fraction, the numerator of which is equal to the Total
           Principal Exposure of such Bank under all Bank Facilities and the
           denominator of which is the Total Principal Exposure of all Banks
           under all Bank Facilities; and

     (iii) when applied to all Rexair Banks, for each Rexair Bank, the
           percentage share equal to a fraction, the numerator of which is
           equal to the Total Principal Exposure of such Rexair


<PAGE>


                                      17

           Bank under the Rexair Credit Agreement and the denominator of which
           is the Total Principal Exposure of all Rexair Banks under the Rexair
           Credit Agreement.

     "Receivables" means Receivables as defined in Section 1(c) of the USI
Pledge and Security Agreement.

     "Redeemable" means, with respect to any Equity Interest, any Debt or any
other right or Obligation, any such Equity Interest, Debt, right or Obligation
that (a) the issuer has undertaken to redeem at a fixed or determinable date or
dates, whether by operation of a sinking fund or otherwise, or upon the
occurrence of a condition not solely within the control of the issuer or (b) is
redeemable at the option of the holder.

     "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "Retained Amount" has the meaning specified in Section 3.04(a).

     "Rexair" has the meaning specified in the Preamble.

     "Rexair Acquisition" means the acquisition by JUSI of all the equity of
Rexair Holdings, the 100% direct owner of Rexair, not held by JUSI immediately
prior thereto from SILLC Holdings, LLC in exchange for the Rexair Consideration
pursuant to the Rexair Stock Purchase Agreement.

     "Rexair Agent" has the meaning specified in Recital C.

     "Rexair Amendment" has the meaning specified in Section 2.03(b).

     "Rexair Asset Disposition" has the meaning specified in Section 9.02(v) of
the Rexair Credit Agreement, as amended and restated by the Rexair Amendment
and as set forth on Schedule III hereto.

     "Rexair Asset Disposition Proceeds" means the net proceeds of any Rexair
Asset Disposition.

     "Rexair Bank Debt Guaranty" has the meaning specified in Section 2.05(b).

     "Rexair Bank Exposure" means, with respect to any Rexair Bank at any time,
its Bank Exposure under the Rexair Bank Facility at such time.

     "Rexair Bank Facilities" means the Loan and Letter of Credit facilities
under the Rexair Credit Agreement.

     "Rexair Bank Majority" has the meaning specified in Section 10.01(c)(ii).

     "Rexair Banks" has the meaning specified in Recital C.

     "Rexair Collateral" means all Collateral consisting of assets of the
Rexair Obligors subject to the Rexair Debt Lien.

     "Rexair Collateral Agent" has the meaning specified in the Preamble.


<PAGE>


                                      18

     "Rexair Collateral Disposition" means any Asset Disposition of assets of
Rexair Obligors subject to the Rexair Debt Lien.

     "Rexair Collateral Documents" has the meaning specified in Recital G.

     "Rexair Collateral Proceeds" means the Net Cash Proceeds of any Rexair
Collateral Disposition.

     "Rexair Commitment" has the meaning specified in Section 2.03.

     "Rexair Consideration" means the release and delivery to Strategic
Industries, LLC of a portion of the notes issued to JUSI by Strategic Finance
Company, as agent in the face amount of $27 million as the purchase price for
the Rexair Acquisition, payable or otherwise provided by USI, JUSI or any of
their respective Subsidiaries and the termination of management fees payable to
SILLC Holdings, LLC.

     "Rexair Credit Agreement" has the meaning specified in Recital C.

     "Rexair Debt" means Debt under the Rexair Bank Facilities.

     "Rexair Debt Lien" means, collectively, the liens and collateral
arrangements created pursuant to and existing under the Rexair Collateral
Documents in favor of the Rexair Collateral Agent for the benefit of the
Secured Rexair Creditors.

     "Rexair Event" means the permanent reduction of all Rexair Debt Exposure
to zero or any earlier consummation of an Asset Disposition described in the
proviso to Section 3.07.

     "Rexair Holdings" has the meaning ascribed thereto in the Preamble.

     "Rexair Holdings Guaranty" means, prior to the Effective Date, the
guaranty by Rexair Holdings as set forth in Section 14 of the Rexair Credit
Agreement as in effect immediately prior to the Effective Date and thereafter,
as amended and restated hereby and from time to time hereafter.

     "Rexair Issuing Bank" means an issuer of a Letter of Credit under the
Rexair Credit Agreement.

     "Rexair Obligor" has the meaning specified in the Preamble.

     "Rexair Pledge Agreement" has the meaning specified in Recital G.

     "Rexair Proceeds" has the meaning specified in Section 10.04.

     "Rexair Security Agreement" has the meaning specified in Recital G.

     "Rexair Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of August 15, 2001, by and among USI, JUSI, USI Global, Strategic, Rexair
Holdings, Rexair, Strategic Finance Company, SILLC Holdings, LLC, the other
affiliates of Strategic party thereto, Citicorp Mezzanine III, L.P., and Court
Square Capital Ltd., pursuant to which JUSI shall have, as of the Effective
Date, reacquired from SILLC Holdings, LLC all of the equity interests not then
owned by JUSI of Rexair Holdings, the 100% direct owner of Rexair.

     "Scheduled Amortization Date" has the meaning specified in Section
3.04(a).


<PAGE>


                                      19

     "Secured Hedge Agreement" means any Hedge Agreement required or permitted
under the USI Credit Agreement or the Rexair Credit Agreement that is entered
into by and between an Obligor and any Hedge Bank.

     "Secured Holders" has the meaning specified in the USI Collateral Trust
Agreement.

     "Secured Rexair Creditors" has the meaning specified in Recital E.

     "Senior Debt" means (a) all Obligations of the Obligors under the Bank
Facilities and (b) all Obligations of the Obligors under the Notes.

     "Senior Debt Collateral" means, at any time, any and all assets of the
Obligors subject to the Lien securing the Senior Debt.

     "Senior Debt Collateral Documents" means the USI Pledge and Security
Agreement, the USI Collateral Trust Agreement and each other collateral
document, instrument and agreement that evidences, creates or purports to
create a Lien in favor of the Collateral Trustees for the benefit of all
holders of Senior Debt as in effect immediately prior to the Effective Date
and, thereafter, as amended and restated hereby and from time to time
hereafter.

     "Senior Debt Exposure" means all Bank Exposure and Notes Exposure.

     "Senior Debt Lien" means, collectively, the Shared Collateral Lien and the
Non-Shared Lien.

     "Shared Collateral" means any Collateral that is subject to the Shared
Collateral Lien, provided that, until all Rexair Bank Exposure is permanently
paid in full and all commitments thereunder terminated, the term "Shared
Collateral" shall not include any Rexair Collateral.

     "Shared Collateral Documents" means those Collateral Documents evidencing
or relating to any Shared Collateral.

     "Shared Collateral Lien" means, collectively, the Liens and collateral
arrangements created pursuant to and existing under the USI Collateral
Documents for the benefit of the holders of Senior Debt.

     "Shared Collateral Loan Party" means any Loan Party that is not a
Non-Shared Collateral Loan Party.

     "Shared Collateral Proceeds" means the Net Cash Proceeds of an Asset
Disposition of any Shared Collateral.

     "Single Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of any Obligor or
any ERISA Affiliate and no Person other than the Obligor and the ERISA
Affiliates or (b) was so maintained and in respect of which any Obligor or any
ERISA Affiliate could have liability under Section 4069 of ERISA in the event
such plan has been or were to be terminated.

     "Steering Committee" has the meaning specified in 9.01(a).

     "Steering Committee Majority" has the meaning specified in Section
9.01(a).


<PAGE>


                                      20

     "Steering Committee Members" has the meaning specified in Section 9.01(a).

     "Steering Committee Related Person" has the meaning specified in Section
9.03.

     "Strategic" means Strategic Industries, LLC.

     "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or
classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of
such partnership, joint venture or limited liability company or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more
of its other Subsidiaries or by one or more of such Person's other
Subsidiaries; provided, however, that solely for purposes of Section 6.02,
unless and until a Rexair Event shall have occurred, the term "Subsidiary"
shall not include Rexair Holdings or any of its Subsidiaries.

     "Surviving Debt" means Debt of each Obligor and its Subsidiaries
outstanding immediately before and after giving effect to the Transactions
(other than Debt under the Credit Documents).

     "Taxes" has the meaning specified in Section 3.10(a).

     "364-Day Agent" has the meaning specified in Recital B.

     "364-Day Bank" has the meaning specified in Recital B.

     "364-Day Credit Agreement" has the meaning specified in Recital B.

     "Total Principal Exposure" means, with respect to any Person or Persons at
any time, the sum of (i) the aggregate outstanding principal amount of all
Loans or Notes held by, and all unreimbursed amounts in respect of drawings
under Letters of Credit and unpaid amounts under bankers' acceptances owed to,
such Person or Persons, as adjusted from time to time and, in the case of any
Noteholder, less the principal amount of any deposit in respect of such Notes
maintained in the Notes Escrow Account pursuant to Section 3.08, (ii) the
aggregate Available Amount of all outstanding Letters of Credit issued by such
Person or Persons, less the principal amount of any Letter of Credit
Collateralization in respect thereof maintained pursuant to Section 3.08 , and
(iii) the aggregate principal amount of Unfunded Commitments of such Person or
Persons, as reduced from time to time by Unfunded Commitment Reductions
pursuant to Section 3.08; in each case, under any or all, as applicable, of the
Credit Agreements, the Independent L/Cs (or Independent L/C Commitments) and
the Notes.

     "Transaction Documents" means each Amendment Document, each Credit
Document, and all agreements, instruments and other documents, including all
exhibits, supplements and other documentation, delivered in connection herewith
or therewith, in each case as such Transaction Document may be amended,
supplemented, or otherwise modified from time to time.

     "Transactions" means the entirety of the transactions effected pursuant to
and in connection with this Agreement and the other Transaction Documents.

     "Trigger Event" has the meaning specified in Section 6.01(j).


<PAGE>


                                      21

     "Unfunded Commitment Reduction" means the Permanent Reduction of Unfunded
Commitments of any Banks under any Credit Document and the concurrent delivery
of a like amount to the Collateral Trustee to be held as Collateral and applied
pursuant to Section 3.04(b).

     "Unfunded Commitments" means, at any time, for any Bank or Banks, the
aggregate principal or face amount of any and all unfunded commitments of such
Bank or Banks under any or all Bank Facilities.

     "USI" has the meaning specified in the Preamble.

     "USI Agent" has the meaning specified in Recital A.

     "USI Asset Disposition" has the meaning specified in Section 6.02(e)(iv).

     "USI Bank Debt Guaranty" has the meaning specified in Section 2.05.

     "USI Bank Exposure" means, with respect to any USI Bank at any time, its
Bank Exposure under the USI Credit Agreement.

     "USI Bank Facilities" means the Loan and Letter of Credit facilities under
the USI Credit Agreement.

     "USI Banks" has the meaning specified in Recital B.

     "USI Collateral Account" means an account of Wilmington Trust Company
maintained by Wilmington Trust Company at its offices located at Rodney Square
North, 1100 Market St., Wilmington, Delaware, 19890, Attention: Corporate Trust
Department, subject to the Senior Debt Lien and in accordance with the
provisions of the USI Collateral Trust Agreement, the account number and
reference information in respect of which shall have been delivered to the Debt
Coordinator and to each Bank on or prior to the Effective Date.

     "USI Collateral Documents" has the meaning specified in Recital F.

     "USI Collateral Trust Agreement" has the meaning specified in Recital F.

     "USI Collateral Agreement Amendment" has the meaning specified in Section
4.01(a)(ii).

     "USI Commitment" has the meaning specified in Section 2.02.

     "USI Credit Agreement" has the meaning specified in Recital A.

     "USI Debt Collateral" means Senior Debt Collateral other than the Rexair
Debt Collateral.

     "USI Global" has the meaning specified in the Preamble.

     "USI Guaranty" has the meaning specified in Recital E.

     "USI Issuing Bank" means an issuer of a Letter of Credit under the USI
Credit Agreement.


<PAGE>


                                      22

     "USI Obligors" has the meaning specified in the Preamble.

     "USI Pledge and Security Agreement" has the meaning specified in Recital
F.

     "USI Pledge and Security Agreement Amendment" has the meaning specified in
Section 4.01(a)(iii).

     "USI Pledge and Security Agreement Supplement" has the meaning specified
in Section 4.01(a)(iv).

     "USIAH" has the meaning specified in the Preamble.

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

     "Welfare Plan" means a welfare plan, as defined in Section 3(1) of ERISA,
that is maintained for employees of any Obligor or in respect of which any
Obligor could have liability.

     "Wholly Owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person, all the outstanding shares of capital stock or other
Equity Interests of which (other than directors or similar qualifying shares
issued in compliance with requirements of local law) are at the time owned
directly or indirectly by such Person.

     "Withdrawal Liability" has the meaning specified in Part I of Subtitle E
of Title IV of ERISA.

     SECTION 1.02 Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Amendment Documents in the computation of
periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding". References in the Amendment Documents to any agreement or
contract "as amended" shall mean and be a reference to such agreement or
contract as amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with its terms.

     SECTION 1.03 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 5.01(g).

                                  ARTICLE II

              AMENDED AND RESTATED BANK FACILITIES AND COMMITMENTS

     SECTION 2.01 Amendment and Restatement of the Bank Facilities, Generally.
On and as of the Effective Date, upon satisfaction (or waiver) of the
conditions specified in Article IV hereof, each of the Bank Facilities (other
than Independent L/Cs subject to Section 2.04) and each of the Credit Documents
(including Credit Documents relating to Independent L/Cs) is hereby amended and
modified as provided in this Agreement and thereupon is and shall be deemed to
be restated in its entirety as in effect immediately prior to the effectiveness
of this Agreement and as amended and modified hereby, with the affirmative,
negative and financial covenants and undertakings corresponding to affirmative,
negative and financial covenants (including those covenants and undertakings in
respect of the providing


<PAGE>


                                      23

of guarantees or the pledge or release of collateral), reporting requirements,
mandatory prepayment requirements, collateral release provisions, increased
cost provisions, tax gross-up provisions, allocation of prepayment provisions,
LIBOR provisions related to market disruption and illegality events,
representations and warranties, and event of default provisions of each Credit
Document being replaced and superseded by the corresponding terms and
provisions of this Agreement and the other Amendment Documents and, as so
amended and restated, each Bank Facility and each Credit Document is hereby
ratified and reaffirmed by each party hereto that is a party thereto; provided,
however, that the negative covenants in Section 9 of the Rexair Credit
Agreement, as amended and restated by the Rexair Amendment, shall remain in
effect.

     SECTION 2.02 Restated USI Commitments. Without limiting the generality of
Section 2.01, on and as of the Effective Date, the following shall occur with
respect to the USI Credit Agreement:

     (i)   the commitments and outstanding amounts of BofA under the USI Credit
           Agreement will be increased by an amount equal to the sum, without
           duplication, of the commitments and outstanding amounts under (A)
           the 364-Day Credit Agreement and (B) the BofA Receivables Program
           (and concurrently therewith all commitments and outstandings under
           the 364-Day Credit Agreement and the BofA Receivables Program shall
           be permanently reduced to zero);

     (ii)  the amount of commitments and outstandings of each other USI Bank
           under the USI Credit Agreement shall remain unchanged and in full
           force and effect;

     (iii) the USI Commitment (as reduced hereunder from time to time, the "USI
           Commitment") and USI Commitment Percentage (the "USI Commitment
           Percentage") of each USI Bank under the USI Credit Agreement shall
           be as set forth opposite its name on Schedule I, and each such USI
           Bank, to the extent necessary as notified by the Debt Coordinator,
           shall purchase for cash such participations from other USI Banks as
           shall be required so that after giving effect thereto each USI Bank
           shall have a pro rata share equal to its USI Commitment Percentage
           in each Loan and Letter of Credit outstanding (or hereinbelow deemed
           to be outstanding) under the USI Credit Agreement and, subject to
           all other terms and conditions of the USI Credit Agreement, each USI
           Bank shall continue to make Loans and purchase shares in Loans and
           Letters of Credit (issued under the USI Credit Agreement), and the
           USI Issuing Bank shall continue to issue Letters of Credit (issued
           under the USI Credit Agreement), in an aggregate principal or face
           amount at any time outstanding not to exceed its total USI
           Commitment and all applicable subcommitments and commitment
           sublimits thereunder; and

     (iv)  each Multicurrency Commitment (as defined under the 5-Year Credit
           Agreement) shall be terminated, without reducing the USI Commitment
           of any Bank and, immediately thereupon, all Multicurrency Loans (as
           defined therein) outstanding under such Credit Agreement shall be
           repaid with the proceeds of Base Rate Committed Loans (as defined in
           the 5-Year Credit Agreement) denominated in U.S. Dollars made,
           issued and outstanding under the USI Credit Agreement (at the rate
           of exchange specified in the 5-Year Credit Agreement), without the
           requirement of any early repayment premium or penalty, except that
           USI shall reimburse each Multicurrency Bank (as defined therein) for
           any actual out-of-pocket funds breakage cost incurred in connection
           with such repayment.


<PAGE>


                                      24

     SECTION 2.03 Restated Rexair Commitments. Without limiting the generality
of Section 2.01, as of the Effective Date,

          (a) the Rexair Commitment (as reduced hereunder from time to time,
     the "Rexair Commitment") and Rexair Commitment Percentage (the "Rexair
     Commitment Percentage") of each Rexair Bank under the Rexair Credit
     Agreement shall remain unchanged and shall be as set forth opposite its
     name on Schedule I, and, subject to all other terms and conditions of the
     Rexair Credit Agreement, each Rexair Bank shall continue to make Loans and
     purchase shares in Loans and Letters of Credit, and the Rexair Issuing
     Bank shall continue to issue Letters of Credit, in an aggregate principal
     or face amount at any time outstanding not to exceed its total Rexair
     Commitment and all applicable subcommitments and commitment sublimits
     thereunder; and

          (b) the covenants in Section 9 of the Rexair Credit Agreement shall
     be amended as set forth in Schedule III (the "Rexair Amendment").

     SECTION 2.04 Restated Independent L/C Commitments. Without limiting the
generality of Section 2.01, as of the Effective Date, each Independent L/C
Issuer hereby commits, subject to the terms and conditions of this Agreement,
to maintain, roll over, extend and/or replace its outstanding Independent L/Cs,
or issue new Independent L/Cs for the account of USI, in each case for like
purposes and on substantially the same terms, except as to expiry date (or as
may otherwise be agreed upon between USI and such Independent L/C Issuer and,
with respect to any increase in the face amount, with the consent of the
Steering Committee Majority, provided that pricing shall at all times be as
provided in this Agreement) up to an aggregate face amount at any time
outstanding not to exceed the amount of its Independent L/C Commitment (as
reduced hereunder from time to time, each an "Independent L/C Commitment" and,
collectively, the "Independent L/C Commitments") as set forth opposite its name
on Schedule I, until the Maturity Date (defined below). No other Bank shall be
required to share in the Independent L/C Commitment of any Independent L/C
Issuer, nor be required to acquire a participation in any of the Independent
L/Cs, including any rollover, extension or replacement thereof (other than any
replacement which may be issued under the USI Credit Agreement), and no
Independent L/C Commitment nor any outstanding Independent L/C thereunder shall
reduce or act as a sublimit upon any other Commitment such Independent L/C
Issuer may have as an Issuing Bank or otherwise under any Credit Agreement.

     SECTION 2.05 Restated Guaranties. Without limiting the generality of
Section 2.01, as of the Effective Date:

          (a) each of the guaranties set forth in Article X of the 5-Year
     Credit Agreement and Article IX of the 364-Day Credit Agreement, and each
     other guaranty (other than any Rexair Bank Debt Guaranty under the USI
     Credit Agreement) by any Loan Party of any Bank Exposure, whether set
     forth in any Credit Agreement, any other Credit Document or otherwise, is
     hereby amended and is and shall be deemed to be restated (each, as so
     amended and restated, a "USI Bank Debt Guaranty") as an irrevocable and
     unconditional guarantee of payment and performance when due, whether at
     maturity, by acceleration or otherwise, of any and all Bank Exposure now
     existing or hereafter arising, whether contingent or otherwise, of each
     and any Loan Party to each and any Bank under any and all Credit
     Documents, including, without limitation, any and all Bank Exposure
     whether or not heretofore guaranteed or secured thereby, whether now
     existing or hereafter arising, funded or unfunded, contingent or
     otherwise; and

          (b) each of the USI Guaranty, the Rexair Holdings Guaranty and each
     other guaranty by any Loan Party of any Rexair Bank Exposure (but, not of
     any USI Bank Exposure, whether set forth in the Rexair Credit Agreement,
     any other Credit Document or otherwise), is hereby


<PAGE>


                                      25

     amended and is and shall be deemed to be restated (each, as so amended and
     restated, a "Rexair Bank Debt Guaranty") as an irrevocable and
     unconditional guarantee of payment and performance when due, whether at
     maturity, by acceleration or otherwise, of any and all Obligations now
     existing or hereafter arising, whether contingent or otherwise, of each
     and any Rexair Obligor to each and any Rexair Bank (in addition to any
     other secured creditor party thereto) under the Rexair Bank Facility,
     including, without limitation, any and all Rexair Bank Exposure whether or
     not heretofore guaranteed or secured thereby, whether now existing or
     hereafter arising, funded or unfunded, contingent or otherwise; it being
     understood and agreed that, in the event that the Rexair Obligors are
     sold, or all or substantially all of their assets are sold, and after
     giving effect to the allocation and application of the Net Cash Proceeds
     of such Asset Disposition in accordance with Sections 3.07(b) and 3.08(b),
     the Rexair Bank Exposure is not permanently reduced to zero, then the USI
     Obligors shall, jointly and severally, fully and unconditionally, assume
     in writing all remaining Rexair Bank Debt as a direct Obligation, and such
     Obligation shall continue to be and be deemed Bank Exposure, shall become
     and be deemed subject to each USI Bank Debt Guaranty and shall remain
     fully secured pursuant to the USI Collateral Documents to the same extent
     as any other Bank Exposure.

     SECTION 2.06 Restated Liens. As of the Effective Date,

     (a) each of the Shared Collateral Lien and the Non-Shared Lien made or
granted by any Loan Party to secure any Bank Facility pursuant to any Credit
Agreement, USI Collateral Document, other Credit Document or otherwise, as same
may be amended and restated by this Agreement, is and is hereby confirmed in
its entirety as an irrevocable and unconditional Lien made or granted by such
Loan Party to the Collateral Trustees, and each of the USI Collateral Trust
Agreement and the USI Pledge and Security Agreement is hereby amended and
restated on the terms set forth on Exhibits B and C hereto, respectively;

     (b) each applicable USI Collateral Document is hereby amended and modified
to include among the USI Obligations secured thereunder any and all Senior Debt
Exposure not heretofore included therein (whether now existing or hereafter
arising and whether contingent or otherwise), including, without limitation,
all such Senior Debt Exposure under or in respect of each Independent L/C
Commitment and each Independent L/C, and any Obligations of any Loan Party to a
Bank in respect of ACH and other cash management services provided by such
Bank, now or hereafter issued and, as of the Effective Date, all equity and
assets of Rexair Holdings and its Subsidiaries are hereby made subject to the
Senior Debt Lien (subordinate, except in the case of Rexair Holdings equity, in
priority to the Rexair Debt Lien), with each of JUSI and the Rexair Parties
becoming parties to each of the Shared Collateral Documents as grantors or
pledgor thereunder with respect to any and all of its right, title and
interest, now existing or hereafter arising, in or to any and all of such
equity and assets, and all such pledged assets shall be and be deemed
additional Shared Collateral subject to the Shared Collateral Documents,
without affecting the prior rights of the Rexair Banks pursuant to the Rexair
Debt Lien; and

     (c) the Rexair Debt Lien securing the Rexair Bank Facility pursuant to the
Rexair Collateral Documents, as amended, restated and otherwise modified by
this Agreement, is hereby confirmed in its entirety as an irrevocable and
unconditional first priority Lien made or granted by each Loan Party to the
Rexair Collateral Agent pursuant to the terms of the Rexair Collateral
Documents as amended, modified and restated hereby, to secure all of (but
solely) the Rexair Bank Exposure, whether now existing or hereafter arising and
whether contingent or otherwise, for the equal and ratable benefit solely of
the Rexair Banks, based on their proportionate holdings of Rexair Bank
Exposure.


<PAGE>


                                      26

                                  ARTICLE III

                            COMMON CREDIT PROVISIONS

                        A. LOANS AND LETTERS OF CREDIT

     SECTION 3.01 Use of Bank Facility Proceeds. (a) Except as provided in
Section 4.03 and below in Section 3.01(b), all revolving Loans, Letters of
Credit and other credit extensions under the Bank Facilities shall be used
solely for working capital and operating purposes (including Capital
Expenditures permitted hereunder), provided that, so long as any Rexair Bank
Exposure shall remain outstanding, all revolving Loans, Letters of Credit or
other extensions of credit under the Rexair Credit Agreement shall be used
solely for working capital and operating purposes of Rexair (including Capital
Expenditures permitted under the Rexair Credit Agreement), and no proceeds of
any Loans, Letters of Credit or other extensions of credit under the USI Credit
Agreement, or of any Independent L/Cs, may be used for any purposes by Rexair
Holdings or any of its Subsidiaries.

     (b) Current and future Independent L/Cs shall be used solely for the
account of USI and the purposes for which they are presently issued, or for
like purposes.

     (c) Each party hereby acknowledges that all Term Loans under the Rexair
Credit Agreement are fully drawn, any commitments in respect thereof have
expired, and any repayments thereof may not be reborrowed for any purpose.

     SECTION 3.02 Interest Rate; Commitment Fees, Etc. (a) Rates. The terms
"Base Rate" and "LIBOR", as each such term is defined in and determined under
the USI Credit Agreement, and the term "Reference Rate", as such term is
defined in and determined under the Rexair Credit Agreement (collectively, the
"Restated Rates"), shall supercede and replace the defined terms having the
same or similar meanings under each of the other Credit Documents, and the
interest rates and fees as determined pursuant to this Section 3.02 shall apply
to all Loans, Letters of Credit and other Obligations of the Obligors under
each Bank Facility, replacing and superseding all like rates and fees (which,
in each case, shall hereafter cease to be of further force or effect). As of
the Effective Date, IBOR Loans, as defined in the 5-Year Credit Agreement and
the Rexair Credit Agreement, and Negotiated Rate Loans and Bid Borrowings, as
defined in the 5-Year Credit Agreement, shall not be permitted.

     (b) Applicable Margin. (i) With respect to all Loans under any of the Bank
Facilities, interest on the outstanding amounts thereof shall be payable in
cash (except to the extent set forth in Section 3.02(d) below) at the Base Rate
or LIBOR, as applicable, plus the Applicable Margin (which shall replace the
"Applicable Margin" or other designation for the percentage margin per annum
over the Base and LIBOR under such Bank Facility) as in effect from time to
time as set forth below:


<PAGE>


                                      27

                               APPLICABLE MARGIN

                                           Base or Prime         LIBOR Rate
                                          Rate Obligations      Obligations
                                          ----------------      -----------
Through December 31, 2001                      1.75%               2.75%
Thereafter, through March 31, 2002             2.25%               3.25%
Thereafter, through June 30, 2002              2.75%               3.75%
Thereafter, through September 30, 2002         3.25%               4.25%
Thereafter                                     3.75%               4.75%


     (ii) (1) All Obligations constituting unreimbursed amounts for drawings
under Independent L/Cs and all Obligations arising under matured bankers'
acceptances issued in connection with Independent L/Cs shall bear interest
payable in cash (except to the extent set forth in Section 3.02(d) below) on
demand at the Default Rate applicable to Base Rate Credits and (2) all
Obligations arising under unmatured bankers' acceptances issued in connection
with Independent L/Cs shall bear interest payable (through discount) at the
rate applicable to Base Rate Credits.

     (c) Letter of Credit Fees. (i) On each quarterly Interest Payment Date for
Base Rate Loans (as defined in and determined pursuant to the USI Credit
Agreement, each, a "Quarterly USI Interest Payment Date"), USI shall pay a
Letter of Credit fee equal to the Applicable Margin for LIBOR Rate Obligations
then in effect (the "Restated Letter of Credit Fee") to the USI Agent, for the
ratable benefit of the USI Banks in respect of Letters of Credit under the USI
Credit Agreement, and to each Independent L/C Issuer in respect of its
Independent L/Cs, in each case, payable in arrears based on the average daily
Available Amount of such Letters of Credit.

     (ii) On each quarterly Interest Payment Date for Base Rate Loans (as
defined in and determined pursuant to the Rexair Credit Agreement, each, a
"Quarterly Rexair Interest Payment Date"), Rexair shall pay the Restated Letter
of Credit Fee to the Rexair Agent for the ratable benefit of the Rexair Banks
in respect of Letters of Credit under the Rexair Credit Agreement; in each
case, payable in arrears based on the average daily undrawn face amount of such
Letters of Credit. Such fee shall replace any similar fee under the Bank
Facilities.

     (d) Accruals, Payments and PIK. With respect to all Bank Facilities,
interest and restated Letter of Credit Fees shall accrue and become due and
payable in accordance with the existing terms of the Bank Facilities, except
that (i) on any date that interest or Letter of Credit Fees are to be paid in
respect of any Loan or Letter of Credit, including any Independent L/C, a
portion of the accrued and otherwise unpaid Interest or Letter of Credit Fee
thereon equal to the amount that would result if such accrued and unpaid
interest or fee had accrued at a per annum rate equal to 0.50% (the "PIK
Amount"), shall not then become payable in cash, but shall, if not paid in
cash, instead be paid by delivery of one or more negotiable promissory notes,
substantially in the form of Exhibit A (each, a "PIK Note"), in the aggregate
principal amount equal to the PIK Amount, to mature and become payable in full
on the Maturity Date, and to bear interest on the unpaid principal amount
thereof at the rate from time to time applicable to the underlying obligation.

     (e) Facing Fees. (i) On each Quarterly USI Interest Payment Date, USI
shall pay a facing fee equal to a per annum rate of .25% (the "Restated Facing
Fee"), to each USI Issuing Bank in respect of outstanding Letters of Credit
under the USI Credit Agreement, and to each Independent L/C Issuer in respect
of its outstanding Independent L/Cs, and (ii) on each Quarterly Rexair Interest
Payment Date, Rexair shall pay the Restated Facing Fee to the Rexair Issuing
Bank in respect of outstanding


<PAGE>


                                      28

Letters of Credit under the Rexair Credit Agreement; in each case, payable in
arrears based on the average daily undrawn face amount of such Letters of
Credit.

     (f) Commitment Fees. (i) On each Quarterly USI Interest Payment Date, USI
shall pay to the USI Agent for the ratable benefit of the USI Banks a
commitment fee equal to the rate per annum of 0.50% (the "Unused Commitment
Fee") on the aggregate average unused USI Commitments and Independent L/C
Commitments, and (ii) on each Quarterly Rexair Interest Payment Date, Rexair
shall pay to the Rexair Agent for the ratable benefit of the Rexair Banks a
commitment fee equal to the Unused Commitment Fee on the aggregate average
unused Rexair Commitments; in each case, computed and payable on each such
quarterly Interest Payment Date based upon the average daily amount of such
unused commitments for the previous three-month period then ended, as
calculated by such Agent.

     (g) Default Interest. Except as otherwise provided Section 3.02(b)(ii),
upon the occurrence of and during the continuance of a Default under Section
7.01(a) or 7.01(f) or an Event of Default, the Debt Coordinator may, and upon
the request of the Majority Banks shall, require that the Obligor pay interest
("Default Interest") on (i) each Loan and Letter of Credit (including each
Independent L/C), payable in arrears on the dates referred to in clause (b)
above and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum otherwise required to be paid on applicable Bank
Exposure pursuant to this Section 3.02 and (ii) to the fullest extent permitted
by law, the amount of any interest, fee or other amount payable under the
Credit Documents that is not paid in full when due, from the date such amount
shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid, in
the case of interest, on the underlying Obligation on which such interest has
accrued pursuant to this Section 3.02; provided, however, that following the
acceleration of any Bank Debt, or the giving of notice by the Debt Coordinator
to accelerate any Bank Debt pursuant to Section 7.01 or upon the occurrence of
a Default under Section 7.01(f), Default Interest shall accrue and be payable
hereunder whether or not previously required by the Debt Coordinator.

                    B. REPAYMENTS AND COMMITMENT REDUCTIONS

     SECTION 3.03 Maturity Date. Subject to earlier cumulative Permanent
Reductions under Section 3.04(a), all Bank Facilities shall mature and be
payable (and in the case of Available Amounts in respect of Letters of Credit
then outstanding, Letter of Credit Collateralization of such Available Amounts
shall be required to be provided in full), and all commitments thereunder shall
terminate, on November 30, 2002 (the "Maturity Date"). To the extent
practicable, Letters of Credit shall not have expiry dates after the Maturity
Date.

     SECTION 3.04 Scheduled Senior Debt Amortization. (a) Notwithstanding
anything to the contrary in any Credit Facility Document, on or prior to each
Scheduled Amortization Date stated below (each, a "Scheduled Amortization
Date"), there shall have occurred cumulative Permanent Reductions of Senior
Debt Exposure since the Effective Date at least equal to the amount (the
"Cumulative Amortization Amount") set forth below opposite such Scheduled
Amortization Date:

             Scheduled Cumulative Amortization
                    Amortization Date                    Amount
                    -----------------                    ------
                    December 31, 2001                 $75,000,000
                      March 31, 2002                  $200,000,000
                      June 30, 2002                   $450,000,000
                     October 15, 2002                 $600,000,000


<PAGE>


                                      29

provided that, at any time on or before March 31, 2002, USI may, after it has
received and applied an aggregate amount of $75,000,000 in Net Cash Proceeds
from Asset Dispositions, upon notice to the Debt Coordinator, elect to retain
for working capital and operating purposes (including Capital Expenditures
permitted hereunder) up to the next $50,000,000 in aggregate amount of such Net
Cash Proceeds (such amount being the "Retained Amount") and in such case: (i)
the Retained Amount shall reduce the Cumulative Amortization Amount scheduled
for March 31, 2002 on a dollar-for-dollar basis; (ii) the Cumulative
Amortization Amount for June 30, 2002 shall be reduced by an amount equal to
50% of the Retained Amount; and (iii) the Cumulative Amortization Amount for
October 15, 2002 will remain unchanged.

     (b) (i) The original principal or the face amount of cash and Permitted
Cash Equivalents when deposited in a Cash Collateral Account (as a Letter of
Credit Collateralization or in connection with an Unfunded Commitment Reduction
or, in the case of any Permanent Reduction of the Notes Exposure, by deposit in
a Notes Escrow Account) shall be credited, dollar-for-dollar (A) on any date of
determination, in calculating the amount of Permanent Reduction of the specific
Senior Debt Exposure for which such deposit is made, to the holders of such
specified Senior Debt Exposure, and (B) on any Scheduled Amortization Date, in
calculating the required aggregate Cumulative Amortization Amount under Section
3.04(a).

     (ii) In the absence of a Default, and subject to all other provisions of
this Agreement, including Section 3.05(a), (A) interest and other income on
cash or Permitted Cash Equivalents deposited in Cash Collateral Accounts
(including any Notes Escrow Account) may be used for working capital and
operating purposes (including Capital Expenditures permitted hereunder), (B)
any Cash and Permitted Cash Equivalents deposited in segregated Cash Collateral
Accounts consisting solely of amounts collateralizing Unfunded Commitment
Reductions shall be used for working capital and operating purposes (including
Capital Expenditures permitted hereunder) prior to any further borrowings or
Letter of Credit issuances under the Bank Facilities, and (C) at any time of
determination, all unused interest and earnings on any Cash Collateral Account,
and the unused principal amount of any Unfunded Commitment Reductions, shall be
included in calculating Excess Cash Flow for all purposes of this Agreement.

     (c) Notwithstanding anything to the contrary stated herein, any amounts
received from time to time in respect of any Bank Exposure shall be applied,
first, to the payment of otherwise unreimbursed costs and expenses, second, to
accrued but unpaid interest (with respect to Bank Debt being repaid at such
time or otherwise due and payable as of such date) and fees and, third, to the
reduction of the principal or face amount of Bank Debt, provided that, only the
amount applied to the permanent reduction of the principal or face amount of
any Bank Exposure shall, for any purpose, be included in the calculation of any
Permanent Reduction or the Cumulative Amortization Amount.

     SECTION 3.05 Mandatory Prepayments. (a) On the 45th day following the end
of each Fiscal Quarter, the Obligors shall prepay Bank Debt in the aggregate
principal amount equal to the Excess Cash Flow as at the end of such Fiscal
Quarter, less such amount thereof as may be required to allow Liquidity to
equal, as at each date set forth below, the amount set forth opposite such date
in the following table:

                 Sweep                       Minimum Liquidity
                 Payment Date                at Payment Date
                 ------------                -----------------
                 02/12/02                    $100,000,000
                 05/14/02                    $ 87,500,000
                 08/14/02                    $ 75,000,000
                 11/12/02                    $ 50,000,000


<PAGE>


                                      30

     (b) On the date of receipt by any Loan Party of any Net Cash Proceeds from
(1) any Asset Disposition, (2) any Extraordinary Receipts, (3) the incurrence
or issuance of any Debt (other than Debt permitted under Section 6.02(b)) or
(4) the sale or issuance of any Equity Interests (other than any such sale or
issuance to USI or any of its Subsidiaries), the Obligors shall apply 100% of
such Net Cash Proceeds as follows:

          (i) in the case of any such Net Cash Proceeds arising from Asset
     Dispositions of or Extraordinary Receipts from Shared Collateral, to the
     Pro Rata Permanent Reduction of Senior Debt Exposure;

          (ii) in the case of any such Net Cash Proceeds arising from Asset
     Dispositions or Extraordinary Receipts of proceeds of Rexair Collateral,
     to the Pro Rata Permanent Reduction solely of Rexair Bank Exposure; and

          (iii) in the case of all other Net Cash Proceeds referred to in this
     subsection (b), to the Pro Rata Permanent Reduction of Bank Exposure.

     (c) on any date on which any Commitments under any of the Bank Facilities
are reduced pursuant to any mandatory or voluntary reduction (including, but
not limited to, any Permanent Reduction), the following additional prepayments
(which may or may not be Permanent Reductions) of outstanding Loans and cash
collateralizations will be required:

          (i) USI Bank Facilities: If, after giving effect to such reduction in
     Commitments, the aggregate principal amount of outstanding Loans, plus the
     face amount of undrawn Letters of Credit plus any unreimbursed Letter of
     Credit drawings and bankers' acceptance payments under the USI Credit
     Agreement exceed the USI Commitments thereunder as then reduced, first,
     outstanding Loans under the USI Credit Agreement will be prepaid in the
     order of their maturity and, second, Letter of Credit Collateralizations
     shall be made, cumulatively, in an aggregate amount equal to such excess.

          (ii) Rexair Bank Facility: If, after giving effect to such reduction
     in Commitments, the aggregate principal amount of outstanding Loans, plus
     the face amount of undrawn Letters of Credit plus any unreimbursed Letter
     of Credit drawings and bankers' acceptance payments under the Rexair
     Credit Agreement exceed the Rexair Commitments thereunder as then reduced,
     first, outstanding Loans thereunder shall be repaid in the order provided
     in the Rexair Credit Agreement and, second, Letter of Credit
     Collateralizations shall be made, cumulatively, in an aggregate amount
     equal to such excess.

          (iii) Independent L/C Commitments: If, after giving effect to such
     reduction in Commitments, the aggregate outstanding face amount of undrawn
     Letters of Credit plus any unreimbursed Letter of Credit drawings and
     bankers' acceptance payments in respect of Independent L/Cs of any Bank
     exceeds such Bank's Independent L/C Commitment as then reduced, first,
     unreimbursed Letter of Credit drawings and bankers' acceptance payments in
     respect of such Independent L/Cs shall be repaid and, second, a Letter of
     Credit Collateralization shall be made in the amount of such excess.

     SECTION 3.06 Optional Prepayments. Optional prepayments of revolving Bank
Facilities and Permanent Reductions of Bank Exposure will be permitted at any
time, without premium or penalty, other than breakage costs for prepayments not
made at the end of an interest period.


<PAGE>


                                      31

     SECTION 3.07 Pro Rata Allocation of Permanent Reductions. Any amounts to
be applied pursuant to Section 3.04, 3.05 or 3.06 to the Permanent Reduction
of:

          (a) all Senior Debt Exposure, shall be allocated Pro Rata among all
     holders of Senior Debt based on their respective Pro Rata Shares of Senior
     Debt Exposure at such time, and applied pursuant to Section 3.08(a),

          (b) solely Rexair Bank Exposure, shall be allocated Pro Rata among
     Rexair Banks, based on their respective Pro Rata Shares of Rexair Bank
     Exposure at such time, and applied pursuant to Section 3.08(b), and

          (c) all Bank Exposure, shall be allocated Pro Rata among all Banks,
     based on their respective Pro Rata Shares of the Bank Exposure at such
     time, and applied pursuant to Section 3.08(c);

provided, however, that notwithstanding anything to the contrary stated in this
Section 3.07 (or in the definition of the term Pro Rata Share), in the case of
any Asset Disposition involving the simultaneous sale of all or substantially
all of the Rexair Collateral together with other assets not constituting Rexair
Collateral, if the portion of the Net Cash Proceeds thereof attributable to the
Rexair Collateral is (after the allocation thereof among the Rexair Banks in
accordance with clause (b) above, and the application thereof by the Rexair
Banks in accordance with Section 3.08(b)) insufficient to permanently reduce to
zero all Rexair Bank Exposure, then, after application of such portion of the
Net Cash Proceeds Pro Rata among the Rexair Banks in accordance with clause (b)
above, the remaining Net Cash Proceeds of such Asset Disposition shall be
allocated among all holders of Senior Debt or among all Banks in accordance
with clause (a) or (c), as applicable, except that, in either such case, the
Pro Rata Share of each Rexair Bank in such other Net Cash Proceeds shall be
deemed to be the arithmetic mean of (x) a percentage equal to the Pro Rata
Share that applied to such Rexair Bank immediately prior to the Asset
Disposition, without giving effect to any application of the Net Cash Proceeds
thereof, and (y) a percentage equal to the Pro Rata Share that would apply to
such Rexair Bank if the Rexair Collateral had been sold separately and prior to
the sale of the other assets involved in the Asset Disposition, and the Net
Cash Proceeds attributed to the Rexair Collateral had already been allocated to
the Rexair Banks in accordance with Sections 3.07(b) and applied to the
Permanent Reduction of Rexair Bank Exposure in accordance with Section 3.08(b).
Each of the Banks agrees to review the terms and conditions of each proposed
Asset Disposition in good faith based on the merits thereof.

     SECTION 3.08 Application of Pro Rata Allocations.

     (a) Upon the receipt of any amounts to be allocated among all holders of
Senior Debt pursuant to Section 3.07(a),

          (i) the Pro Rata allocation of each Noteholder shall be deposited
     into a segregated Cash Collateral Account maintained at the Debt
     Coordinator for the Pro Rata benefit of the holders of such series of
     Notes (the "Notes Escrow Account"),

          (ii) the Pro Rata allocation of each Bank (including, in its capacity
     as an Independent L/C Issuer), shall be apportioned, based on the relative
     amounts of the categories of Bank Exposure addressed in each of clauses
     (A), (B) and (C) below, and as so apportioned, applied to as follows:

               (A) the amount apportioned to this clause shall be applied to
          the Permanent Reduction of such Bank's outstanding Loans (in the
          order of their maturities) and to pay


<PAGE>


                                      32

          any reimbursement Obligations due to it in respect of drawn Letters
          of Credit (including Independent L/Cs) and bankers acceptances under
          all Bank Facilities to which such Bank is a party, Pro Rata across
          such Bank Facilities,

               (B) the amount apportioned to this clause shall be applied to
          the Letter of Credit Collateralization of such Bank's participation
          in any undrawn amounts of outstanding Letters of Credit (including
          Independent L/Cs) issued under any of the Bank Facilities (including
          any Independent L/C Commitments) to which it is a party, Pro Rata
          across such Bank Facilities, and

               (C) the amount apportioned to this clause shall be applied as
          Unfunded Commitment Reductions of such Bank's unfunded commitments,
          Pro Rata across the Bank Facilities to which it is a party.

     (b) Upon the receipt of any amounts to be allocated solely among the
Rexair Banks, pursuant to Section 3.07(b), the Pro Rata allocation of each
Rexair Bank shall be applied as follows:

          (i) first, to Permanent Reduction of such Rexair Bank's outstanding
     Loans under the Rexair Bank Facility (in the order of maturity provided
     for in the Rexair Credit Agreement) and to pay any reimbursement
     Obligations due to it in respect of drawn Letters of Credit and bankers
     acceptances issued under the Rexair Bank Facility,

          (ii) second, to the Letter of Credit Collateralization of such Rexair
     Bank's participation in any undrawn amounts of outstanding Letters of
     Credit issued under the Rexair Bank Facility, and

          (iii) third, as an Unfunded Commitment Reduction of such Bank's
     unfunded commitments under the Rexair Facility.

     (c) Upon the receipt of any amounts to be allocated among all Banks,
pursuant to Section 3.07(c), the Pro Rata allocation of each Bank shall be
applied as follows:

          (i) first, to the Permanent Reduction of such Bank's outstanding
     Loans (in the order of their maturities) and to pay any reimbursement
     Obligations due to it in respect of drawn Letters of Credit (including
     Independent L/Cs) and bankers acceptances under all Bank Facilities to
     which such Bank is a party, Pro Rata across such Bank Facilities,

          (ii) second, to the Letter of Credit Collateralization of such Banks
     participation in any undrawn amounts of outstanding Letters of Credit
     (including Independent L/Cs) issued under any of the Bank Facilities
     (including any Independent L/C Commitments) to which it is a party, Pro
     Rata across such Bank Facilities, and

          (iii) third, as Unfunded Commitment Reductions of such Bank's
     unfunded commitments, Pro Rata across the Bank Facilities to which it is a
     party.

                               C. MISCELLANEOUS

     SECTION 3.09 Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or to the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force
of law), there shall be any increase in the cost to any Bank of agreeing to
make or of making, funding or


<PAGE>


                                       33

maintaining any "LIBOR Rate Loans" as defined under any Bank Facility or of
agreeing to issue or of issuing or maintaining or participating in Letters of
Credit or bankers' acceptances or other credit extensions (excluding, for
purposes of this Section 3.09, any such increased costs resulting from (x)
Taxes or Other Taxes (as to Section 3.10 shall govern) and (y) changes in the
basis of taxation of overall net income or overall gross income by the United
States or by the foreign jurisdiction or state under the laws of which such
Bank is organized or has its applicable lending office or any political
subdivision thereof), then the Loan Parties shall from time to time, upon
demand by such Bank (with a copy of such demand to the Debt Coordinator), pay
to the Debt Coordinator for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost; provided, however,
that a Bank claiming additional amounts under this Section 3.09(a) agrees to
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different applicable lending office if
the making of such a designation would avoid the need for, or reduce the amount
of, such increased cost that may thereafter accrue and would not, in the
reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. A
certificate as to the amount of such increased cost, submitted to the Loan
Parties by such Bank, shall be conclusive and binding for all purposes, absent
manifest error.

     (b) If any Bank determines that compliance with any law or regulation or
any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law) affects or would affect the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank and that the amount of such capital is increased by or
based upon the existence of such Bank's commitment to lend or issue or
participate in Letters of Credit or provide other credit extensions under any
Bank Facility (or similar contingent obligations), then, upon demand by such
Bank or such corporation (with a copy of such demand to the Debt Coordinator),
the Loan Parties shall pay to the Debt Coordinator for the account of such
Bank, from time to time as specified by such Bank, additional amounts
sufficient to compensate such Bank in the light of such circumstances, to the
extent that such Bank reasonably determines such increase in capital to be
allocable to the existence of such Bank's commitment to provide credit
extensions under such Bank Facility. A certificate as to such amounts submitted
to the Loan Parties by such Bank shall be conclusive and binding for all
purposes, absent manifest error.

     (c) If, with respect to any "Eurodollar Loan" as defined under any Bank
Facility, the Majority Banks notify the Debt Coordinator that the Eurodollar
Rate (as defined thereunder) for any applicable interest period for any credit
extensions under any Bank Facility will not adequately reflect the cost to such
Banks of making, funding or maintaining their LIBOR Rate Credit for such
interest period, the Debt Coordinator shall forthwith so notify the Loan
Parties and the Banks, whereupon (i) each such LIBOR Rate Credit under the Bank
Facilities will automatically, on the last day of the then existing interest
period therefor, convert into a Base Rate Loan and (ii) the Obligation of the
Banks to make, or to convert credit extensions under the Bank Facilities into,
Eurodollar Rate credits shall be suspended until the Debt Coordinator shall
notify the Loan Parties that the Majority Banks have determined that the
circumstances causing such suspension no longer exist; provided that any Bank
Facility that does not by its terms provide for Base Rate Loans shall be deemed
in the circumstances described in this clause (c) to provide for interest at
the Base Rate.

     (d) Notwithstanding any other provision of this Agreement or any other
Credit Document, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for any
Bank or its eurodollar lending office to perform its Obligations under any Bank
Facility to make a LIBOR Rate Credit (as defined thereunder) or to continue to
fund or maintain any LIBOR Rate Credit under the Bank Facilities, then, on
notice thereof and demand therefor by such Bank to the Loan Parties through the
Debt Coordinator, (i) each such LIBOR Rate Credit, and each commitment by such
Bank to make LIBOR Rate Credit, under the Bank Facilities will automatically,
upon such demand, convert into a


<PAGE>


                                      34

Base Rate Loan or commitment (as defined under the applicable Credit Agreement)
and (ii) the obligation of the Banks to make, or maintain or to convert credit
extensions into, LIBOR Rate Credits under the Bank Facilities shall be
suspended until the Debt Coordinator shall notify the Loan Parties that such
Bank has determined that the circumstances causing such suspension no longer
exist, provided, however, that before making any such demand, such Bank agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different eurodollar lending office if
the making of such a designation would allow such Bank or its eurodollar
lending office to continue to perform its Obligations to make such LIBOR Rate
Credit or to continue to fund or maintain such LIBOR Rate Credit and would not,
in the judgment of such Bank, be otherwise disadvantageous to such Bank.

     SECTION 3.10 Taxes. (a) Any and all payments by each Loan Party under or
in respect of the Credit Documents shall be made free and clear of, and without
deduction for, any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Bank and each Agent with respect to any Bank
Facility, taxes that are imposed on its overall net income (and franchise taxes
imposed in lieu thereof) by the state or foreign jurisdiction under the laws of
which such Bank or such Agent, as the case may be, is organized or any
political subdivision thereof and, in the case of each Bank, taxes that are
imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction of such Bank's applicable lending office
or any political subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities in respect of
payments under or in respect of the Transaction Documents being hereinafter
referred to as "Taxes"). If any Loan Party shall be required by law to deduct
any Taxes from or in respect of any sum payable under or in respect of the
Transaction Documents to any Bank, Agent or the Debt Coordinator, (i) the sum
payable by such Loan Party shall be increased as may be necessary so that,
after such Loan Party, any applicable Bank, Agent or the Debt Coordinator has
made all required deductions (including deductions applicable to additional
sums payable under this Section 3.10), such Bank, Agent or the Debt
Coordinator, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
all such deductions and (iii) such Loan Party shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

     (b) In addition, each Loan Party shall pay any present or future stamp,
documentary, excise, property or similar taxes, charges or levies that arise
from any payment made by such Loan Party under the Transaction Documents or
from the execution, delivery or registration of, performance under, or
otherwise with respect to the Transaction Documents (hereinafter referred to as
"Other Taxes").

     (c) Each Loan Party shall indemnify each Bank, Agent and the Debt
Coordinator for and hold them harmless against the full amount of Taxes and
Other Taxes, and for the full amount of taxes of any kind imposed by any
jurisdiction on amounts payable under this Section 3.10, imposed on or paid by
such Bank, Agent or the Debt Coordinator (as the case may be) and any liability
(including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be made within 30
days from the date such Bank, Agent or the Debt Coordinator (as the case may
be) makes written demand therefor.

     (d) Within 30 days after the date of any payment of Taxes, the appropriate
Loan Party shall furnish to the Debt Coordinator, at its address referred to on
the signature page hereof, the original or a certified copy of a receipt
evidencing such payment. In the case of any payment under the Credit Documents
by or on behalf of a Loan Party through an account or branch outside the United
States or by or on behalf of such Loan Party by a payor that is not a United
States person, if such Loan Party determines that no Taxes are payable in
respect thereof, such Loan Party shall furnish, or shall cause such payor to
furnish, to the Debt Coordinator, at such address, an opinion of counsel
acceptable to the Debt Coordinator stating that such payment is exempt from
Taxes. For purposes of subsections (d) and (e) of


<PAGE>


                                      35

this Section 3.10, the terms "United States" and "United States person" shall
have the meanings specified in Section 7701 of the Code.

     (e) Each Bank organized under the laws of a jurisdiction outside the
United States shall, on or prior to the date of its execution and delivery of
this Agreement in the case of each Bank party hereto on the Effective Date and
on the date of the assignment pursuant to which it becomes a Bank in the case
of each other Bank, and from time to time thereafter as requested in writing by
USI (but only so long thereafter as such Bank remains lawfully able to do so),
provide each of the Debt Coordinator and USI with two original Internal Revenue
Service forms W-8BEN or W-8ECI or, in the case of a Bank that has certified in
writing to the Debt Coordinator that it is not a "bank" as defined in Section
881(c)(3)(A) of the Code, is not a 10-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of USI and is not a controlled foreign
corporation related to USI (within the meaning of Section 864(d)(4) of the
Code), Internal Revenue Service Form W-8BEN, as appropriate, or any successor
or other form prescribed by the Internal Revenue Service, certifying that such
Bank is exempt from or entitled to a reduced rate of United States withholding
tax on payments pursuant to the Credit Documents or, in the case of a Bank
providing a form W-8BEN, certifying that such Bank is a foreign corporation,
partnership, estate or trust. If the forms provided by a Bank at the time such
Bank first becomes a party to this Agreement indicate a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Bank provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for
periods governed by such forms; provided, however, that if, at the effective
date of the assignment pursuant to which a Bank becomes a party to this
Agreement, the Bank assignor was entitled to payments under subsection (a) of
this Section 3.10 in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term "Taxes" shall
include (in addition to withholding taxes that may be imposed in the future or
other amounts otherwise includable in Taxes) United States withholding tax, if
any, applicable with respect to the Bank assignee on such date. If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form W-8BEN
or W-8ECI (or the certificate described above), that the applicable Bank
reasonably considers to be confidential, such Bank shall give notice thereof to
USI and shall not be obligated to include in such form or document such
confidential information.

     (f) For any period with respect to which a Bank has failed to provide USI
with the appropriate form described in subsection (e) above (other than if such
failure is due to a change in law occurring after the date on which a form
originally was required to be provided or if such form otherwise is not
required under subsection (e) above), such Bank shall not be entitled to
indemnification under subsection (a) or (c) of this Section 3.10 with respect
to Taxes imposed by the United States by reason of such failure; provided,
however, that should a Bank become subject to Taxes because of its failure to
deliver a form required hereunder, the Obligors shall take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes.

     SECTION 3.11 Payments and Computations. (a) Each Bank and each Loan Party,
as applicable, shall make each payment (including providing any Letter of
Credit Collateralization) hereunder and under each other Credit Document
(without set-off, counterclaim or reduction), not later than 11:00 A.M. (New
York City time) on the day when due in U.S. dollars to the Debt Coordinator at
the Debt Coordinator's Account in same day funds, with payments being received
by the Debt Coordinator after such time being deemed to have been received on
the next succeeding Business Day. The Debt Coordinator will promptly thereafter
cause like funds to be distributed in accordance with the terms of this
Agreement.


<PAGE>


                                      36

     (b) All computations of amounts due under the Credit Documents shall be
made by the Debt Coordinator on the basis of a year of 360 days, in each case
for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such amounts are payable. Each
determination by the Debt Coordinator of an amount due under the Credit
Documents shall be conclusive and binding for all purposes, absent manifest
error.

     (c) Whenever any payment under any of the Credit Documents shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be.

                                  ARTICLE IV

                                   CONDITIONS

     SECTION 4.01 Conditions Precedent to Effectiveness. Articles II and III of
this Agreement shall become effective as of the date (the "Effective Date")
when and only when all of the conditions set forth in this Article IV have been
satisfied (or waived in accordance with Section 10.01):

          (a) The Debt Coordinator shall have received on or before the
     Effective Date, each dated such day (unless otherwise specified), in form
     and substance reasonably satisfactory to the Debt Coordinator (unless
     otherwise specified) and in sufficient copies for each Bank:

               (i) a counterpart of this Agreement executed by or on behalf of
          each Loan Party and each Bank or the requisite number of Banks under
          each of the Bank Facilities to give effect to the terms and
          conditions of the Amendment Documents with respect to such Bank
          Facility;

               (ii) the USI Collateral Trust Agreement Amendment in
          substantially the form of Exhibit B hereto (the "USI Collateral Trust
          Agreement Amendment") duly executed and delivered by the Collateral
          Trustees and each Loan Party;

               (iii) the USI Pledge and Security Agreement Amendment in
          substantially the form of Exhibit C hereto (the "USI Pledge and
          Security Agreement Amendment") duly executed and delivered by each
          Loan Party;

               (iv) a USI Pledge and Security Agreement Supplement in
          substantially the form of Exhibit H hereto (the "USI Pledge and
          Security Agreement Supplement") duly executed by each Rexair Obligor,
          together with evidence reasonably satisfactory to the Debt
          Coordinator that such Rexair Obligor has executed, acknowledged,
          delivered, recorded, filed and registered any and all such further
          acts, deeds, conveyances, pledge agreements, assignments, financing
          statements and continuations thereof, termination statements, notices
          of assignment, transfers, certificates, assurances and other
          instruments as the Debt Coordinator may reasonably deem necessary in
          order to perfect and protect the first priority liens (subject only
          to the Rexair Debt Lien) and security interests created in favor of
          the Collateral Trustees for the benefit of the Secured Holders under
          such USI Pledge and Security Agreement Supplement;

               (v) evidence reasonably satisfactory to the Debt Coordinator
          that each Loan Party shall have taken all material actions required
          to be taken by it under or in respect of the Collateral Documents and
          that no Default shall exist thereunder;


<PAGE>


                                      37

               (vi) a guaranty in substantially the form of Exhibit D hereto
          (the "Non-Shared Guaranty") duly executed by each Non-Shared
          Collateral Loan Party, in each case guaranteeing the Obligations of
          each other Loan Party under and in respect of the Bank Facilities;

               (vii) deeds of trust, trust deeds, mortgages, leasehold
          mortgages and leasehold deeds of trust in substantially the form of
          Exhibit E hereto covering the properties of each Rexair Obligor
          listed on Schedules 5.01(r) and 5.01(s) hereto (together with the
          Assignments of Leases and Rents referred to therein, in each case as
          amended, the "Rexair/USI Mortgages"), duly executed by the
          appropriate Rexair Obligor, in a form appropriate for recording in
          the appropriate jurisdiction;

               (viii) certified copies of the resolutions of the Board of
          Directors of each Loan Party approving the Transactions and each
          Transaction Document to which it is or is to be a party, and of all
          documents evidencing other necessary corporate action and
          governmental and other third party approvals and consents, if any,
          with respect to the Transactions and each Transaction Document to
          which it is or is to be a party;

               (ix) a copy of a certificate of the Secretary of State of the
          jurisdiction of incorporation or organization of each Loan Party,
          dated reasonably near the Effective Date, certifying (A) as to a true
          and correct copy of the charter of such Loan Party, and each
          amendment thereto on file in such Secretary's office and (B) that (1)
          such amendments are the only amendments to such Loan Party's charter
          or other organizational documents on file in such Secretary's office,
          (2) such Loan Party has paid all franchise taxes to the date of such
          certificate and (C) such Loan Party is duly incorporated and in good
          standing or presently subsisting under the laws of the State of the
          jurisdiction of its incorporation;

               (x) a copy of a certificate of the Secretary of State of each
          jurisdiction in which any Loan Party is qualified as a foreign
          corporation, dated reasonably near the Effective Date, stating that
          such Loan Party is duly qualified and in good standing as a foreign
          corporation in such State and has filed all annual reports required
          to be filed to the date of such certificate;

               (xi) a certificate of each Loan Party, signed on behalf of such
          Loan Party by an Authorized Officer thereof, dated as of the
          Effective Date (the statements made in which certificate shall be
          true on and as of the Effective Date), certifying as to (A) the
          absence of any amendments to the charter of such Loan Party since the
          date of the Secretary of State's certificate referred to in clause
          (ix) above, (B) a true and correct copy of the bylaws of such Loan
          Party as in effect on the date on which the resolutions referred to
          in clause (viii) were adopted and on the Effective Date, (C) the due
          incorporation and good standing or valid existence of such Loan Party
          as a corporation organized under the laws of the jurisdiction of its
          incorporation or organization, and the absence of any proceeding for
          the dissolution or liquidation of such Loan Party, (D) the truth, in
          all material respects, of the representations and warranties
          contained in the Amendment Documents and the Credit Documents as
          though made on and as of the Effective Date other than any such
          representations or warranties that, by their terms, refer to a
          specific date other than the Effective Date, in which case as of such
          specific date and (E) the absence of any event occurring and
          continuing, or resulting from the consummation of the Transactions,
          that constitutes a Default;


<PAGE>


                                      38

               (xii) a certificate of the Secretary or an Assistant Secretary
          of each Loan Party certifying the names and true signatures of the
          officers of such Loan Party authorized to sign each Transaction
          Document to which it is or is to be a party and the other documents
          to be delivered hereunder and thereunder;

               (xiii) to the extent available, a certified copy of a list of
          all pending applications filed by USI and its Subsidiaries relating
          to intellectual property of the type described in Section 5.01(u),
          provided that a complete list of all such pending applications shall
          be delivered to the Debt Coordinator no later than 30 days following
          the Effective Date.

               (xiv) to the extent the same has not been previously delivered
          to the Debt Coordinator, evidence of insurance naming the Collateral
          Trustees or, with respect to the Rexair Collateral, the Rexair
          Collateral Agent, as additional insureds and loss payees with such
          responsible and reputable insurance companies or associations, and in
          such amounts and covering such risks, as is satisfactory to the
          Banks, including, without limitation, business interruption
          insurance;

               (xv) a favorable opinion of Davis Polk & Wardwell, counsel for
          the Loan Parties, in substantially the form of Exhibit F hereto; and

               (xvi) opinions of local counsel to the Loan Parties covering
          such matters as the Banks through the Debt Coordinator may reasonably
          request.

          (b) The Surviving Debt shall be on terms and conditions satisfactory
     to the Banks.

          (c) There shall exist no action, suit, investigation, litigation or
     proceeding affecting any Loan Party or any of its Subsidiaries pending or
     threatened before any court, Governmental Authority or arbitrator that
     purports to affect the legality, validity or enforceability of any
     Transaction Document or the consummation of the Transactions.

          (d) All Governmental Authorizations and third party consents and
     approvals necessary in connection with the Transactions shall have been
     obtained (without the imposition of any conditions that are not acceptable
     to the Banks) and shall remain in effect, and no law or regulation shall
     be applicable in the judgment of the Banks, in each case that restrains,
     prevents or imposes materially adverse conditions upon the Transactions or
     the rights of the Loan Parties or their Subsidiaries freely to transfer or
     otherwise dispose of, or to create any Lien on, any properties now owned
     or hereafter acquired by any of them.

          (e) On the Effective Date, USI shall have paid (A) to the Debt
     Coordinator for the Pro Rata benefit of the Banks who execute and deliver
     this Agreement, an amendment fee of 0.25% of the outstanding Total
     Principal Exposure of such Banks under all Bank Facilities (representing
     the balance of the upfront fees payable in connection with the
     Transaction) (the "Amendment Fee"), and (B) all other accrued fees of the
     Debt Coordinator and the Banks and all accrued expenses of the Debt
     Coordinator (including the accrued fees and expenses of counsel to the
     Debt Coordinator and local counsel to the Banks) to the extent an invoice
     therefor has been delivered to USI at least one Business Day prior to the
     Effective Date.

          (f) Each of the USI Collateral Trust Agreement and the USI Pledge and
     Security Agreement shall have been amended and restated as set forth in
     Section 2.06(a).


<PAGE>


                                      39

          (g) The Rexair Acquisition shall have been consummated or shall be
     consummated concurrently with the occurrence of the Effective Date
     substantially in accordance with the terms of the Rexair Stock Purchase
     Agreement.

          (h) Evidence satisfactory to the Debt Coordinator that BofA shall
     have no outstanding obligations (whether contingent or otherwise) in its
     capacity as purchaser under the Receivables Program.

     SECTION 4.02 Conditions Precedent to Each Credit Extension. The obligation
of each Bank to make a Loan, issue, rollover, extend or replace a Letter of
Credit or bankers' acceptance or other credit extension pursuant to any Credit
Documents (each of the foregoing being a "Credit Extension") and the right of
any Loan Party to request a Credit Extension, shall be, in addition to the
conditions precedent present in the applicable Bank Facility, subject to the
further conditions precedent that, on the date of such Credit Extension,
including, without limitation, delivery by such Loan Party of a borrowing
notice or request for issuance thereunder, in each case in the form prescribed
therein, the following statements shall be true (and the acceptance by such
Loan Party of the proceeds of such Credit Extension shall constitute a
representation and warranty by USI and such Loan Party that, on the date of
such Credit Extension, such statements are true):

          (a) the representations and warranties contained in Article V of this
     Agreement and in each other Amendment Document and Credit Document are
     correct in all material respects on and as of such date, before and after
     giving effect to such Credit Extension and to the application of the
     proceeds therefrom, as though made on and as of such date, other than any
     such representations or warranties that, by their terms, refer to a
     specific date other than the date of such Credit Extension, in which case
     as of such specific date;

          (b) no Default has occurred and is continuing, or would result from
     such Credit Extension or from the application of the proceeds therefrom;

          (c) except as disclosed in writing to the Debt Coordinator on or
     prior to July 27, 2001 or disclosed by or on behalf of USI at the Bank
     Meetings held on June 26, 2001 and July 17, 2001, since September 30,
     2000, there has been no Material Adverse Change.

     SECTION 4.03 Use of Revolving Proceeds. The proceeds of each revolving
credit or swingline borrowing under the USI Credit Agreement shall be used by
USI or any its Subsidiaries solely to pay ordinary course working capital and
operating expenses, permitted Capital Expenditure Payments and Investments
permitted under Section 6.02(f)(ii)(C) and each such borrowing shall be applied
to such payment within three days after the date of such borrowing.

     SECTION 4.04 Determinations Under Section 4.01. For purposes of
determining compliance with the conditions specified in Section 4.01, each Bank
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 the Banks unless an officer of the
Debt Coordinator responsible for the Transactions contemplated by the Amendment
Documents shall have received notice from such Bank prior to the Effective Date
specifying its objection thereto.


<PAGE>


                                      40

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     SECTION 5.01 Representations and Warranties. USI represents and warrants
as follows:

          (a) Each Loan Party and each of its Subsidiaries (i) is a corporation
     or limited liability company duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its incorporation, (ii) is
     duly qualified and in good standing as a foreign corporation or limited
     liability company in each other jurisdiction in which it owns or leases
     property or in which the conduct of its business requires it to so qualify
     or be licensed except where the failure to so qualify or be licensed could
     not be reasonably likely to have a Material Adverse Effect and (iii) has
     all requisite corporate power and authority (including, without
     limitation, all Governmental Authorizations) to own or lease and operate
     its properties and to carry on its business as now conducted and as
     proposed to be conducted.

          (b) Set forth on Schedule 5.01(b) hereto is a complete and accurate
     list of all Subsidiaries of each Loan Party in existence on the date
     hereof, showing (as to each such Subsidiary) the jurisdiction of its
     incorporation or organization. Except as set noted on Schedule 5.01(b),
     each Subsidiary is a wholly-owned Subsidiary of USI. All of the
     outstanding Equity Interests in each Loan Party's Subsidiaries have been
     validly issued, are fully paid and nonassessable and are owned by such
     Loan Party or one or more of its Subsidiaries free and clear of all Liens,
     except those created under the Collateral Documents.

          (c) The execution, delivery and performance by each Loan Party of
     each Transaction Document to which it is or is to be a party, and the
     consummation of the Transactions, are within such Loan Party's corporate
     powers, have been duly authorized by all necessary corporate action, and
     do not (i) contravene such Loan Party's charter or bylaws, (ii) violate
     any law, rule, regulation (including, without limitation, Regulation X of
     the Board of Governors of the Federal Reserve System), order, writ,
     judgment, injunction, decree, determination or award, (iii) conflict with
     or result in the breach of, or constitute a default or require any payment
     to be made under, any material contract, loan agreement, indenture,
     mortgage, deed of trust, lease or other instrument binding on or affecting
     any Loan Party, any of its Subsidiaries or any of their properties or (iv)
     except for the Liens created under the Transaction Documents, result in or
     require the creation or imposition of any Lien upon or with respect to any
     of the properties of any Loan Party or any of its Subsidiaries. No Loan
     Party or any of its Subsidiaries is in violation of any such law, rule,
     regulation, order, writ, judgment, injunction, decree, determination or
     award or in breach of any such contract, loan agreement, indenture,
     mortgage, deed of trust, lease or other instrument, the violation or
     breach of which could be reasonably likely to have a Material Adverse
     Effect.

          (d) No Governmental Authorization, and no notice to or filing with,
     any Governmental Authority or any other third party is required for (i)
     the due execution, delivery, recordation, filing or performance by any
     Loan Party of any Transaction Document to which it is or is to be a party,
     or for the consummation of the Transactions, (ii) the grant by any Loan
     Party of the Liens granted by it pursuant to the Collateral Documents,
     (iii) the perfection or maintenance of the Liens created under the
     Collateral Documents (including the first priority nature thereof to the
     extent required hereunder) or (iv) the exercise by any the Debt
     Coordinator or any Bank of its rights under the Amendment Documents or the
     remedies in respect of the Collateral pursuant to the Collateral
     Documents, other than filings to perfect the Liens granted pursuant to the
     Collateral


<PAGE>


                                      41

     Documents and any filings that may be necessary to comply with state and
     Federal securities laws in connection with the exercise of any remedies
     under the Collateral Documents. The Rexair Acquisition has been
     consummated in accordance with the Rexair Stock Purchase Agreement.

          (e) This Agreement has been, and each other Transaction Document when
     delivered has been or will have been, duly executed and delivered by each
     Loan Party party thereto. This Agreement is, and each other Transaction
     Document when delivered was or will be, the legal, valid and binding
     obligation of each Loan Party party thereto, enforceable against such Loan
     Party in accordance with its terms, except as enforcement may be limited
     by applicable bankruptcy, insolvency, reorganization, moratorium or other
     similar laws affecting creditors' rights generally and by general
     principles of equity (regardless of whether enforcement is sought in
     equity or at law).

          (f) There is no action, suit, investigation, litigation or proceeding
     affecting any Loan Party or any of its Subsidiaries, including any
     Environmental Action pending or threatened before any court, Governmental
     Authority or arbitrator that (i) could be reasonably likely to have a
     Material Adverse Effect or (ii) purports to affect the legality, validity
     or enforceability of any Transaction Document or the consummation of the
     Transactions.

          (g) All financial statements and other financial information required
     to be delivered by USI and each other Loan Party for any period, up to and
     including the Effective Date, under each Bank Facility have been furnished
     to each Bank, fairly present the Consolidated and consolidating financial
     condition of USI and its Subsidiaries as at the date on which each such
     period ended, all in accordance with generally accepted accounting
     principles as at such date applied on a consistent basis (except as
     otherwise noted to the applicable Banks at the time of delivery thereof).

          (h) The Consolidated balance sheets of USI and its Subsidiaries as at
     June 30, 2001, and the related Consolidated statements of income and
     weekly cash flows of USI and its Subsidiaries for the period then ended,
     certified by the Chief Financial Officer of USI, copies of which have been
     furnished to each Bank, fairly present the Consolidated financial
     condition of USI and its Subsidiaries as at such date and the Consolidated
     results of operations of USI and its Subsidiaries for the period ended on
     such date, in each case giving effect to the Transactions, all in
     accordance with GAAP.

          (i) The Consolidated and consolidating forecasted balance sheets,
     statements of income and statements of cash flows of USI and its
     Subsidiaries delivered to the Banks pursuant to 6.03 were prepared in good
     faith on the basis of the assumptions stated therein, which assumptions
     were fair in light of the conditions existing at the time of delivery of
     such forecasts, and represented, at the time of delivery, USI's best
     estimate of its future financial performance.

          (j) None of the information, exhibits and reports furnished by or on
     behalf of any Loan Party to the Debt Coordinator or any Bank in connection
     with the negotiation of the Amendment Documents or pursuant to the terms
     of the Credit Documents, taken as a whole, contained any untrue statement
     of a material fact or omitted to state a material fact necessary to make
     the statements made therein not misleading.

          (k) USI is not engaged in the business of extending credit for the
     purpose of purchasing or carrying Margin Stock, and no proceeds of any
     borrowing, the issuance of a Letter of Credit, bankers' acceptance or to
     request any other credit extension will be used to purchase or carry any


<PAGE>


                                      42

     Margin Stock or to extend credit to others for the purpose of purchasing
     or carrying any Margin Stock.

          (l) Neither any Loan Party nor any of its Subsidiaries is an
     "investment company", or an "affiliated person" of, or "promoter" or
     "principal underwriter" for, an "investment company", as such terms are
     defined in the Investment Company Act of 1940, as amended. Neither any
     Loan Party nor any of its Subsidiaries is a "holding company", or a
     "subsidiary company" of a "holding company", or an "affiliate" of a
     "holding company" or of a "subsidiary company" of a "holding company", as
     such terms are defined in the Public Utility Holding Company Act of 1935,
     as amended. Neither the making of a Credit Extension, the application of
     the proceeds or repayment thereof by USI, nor the consummation of the
     other transactions contemplated by the Transaction Documents, will violate
     any provision of any such Act or any rule, regulation or order of the
     Securities and Exchange Commission thereunder.

          (m) All filings and other actions necessary or desirable to perfect
     and protect the security interest in the Collateral created under the USI
     Collateral Documents have been duly made or taken and are in full force
     and effect, and the USI Collateral Documents create in favor of the
     Collateral Trustees and, in respect of the Rexair Collateral, the Rexair
     Collateral Agent, for the benefit of the Banks and the other Secured
     Holders and Secured Rexair Creditors, as applicable, a valid and perfected
     first priority (subject to the Rexair Debt Lien in the case of the Rexair
     Collateral) security interest in the Collateral, securing the payment of
     the Senior Debt, and all filings and other actions necessary or desirable
     to perfect and protect such security interest have been duly taken. The
     Loan Parties are the legal and beneficial owners of the Collateral free
     and clear of any Lien, except for the liens and security interests created
     or permitted under the Credit Documents.

          (n) (i) Except to the extent where the failure to do so could be
     reasonably likely to have a Material Adverse Effect or as otherwise set
     forth on Part I of Schedule 5.01(n) hereto, (A) the operations and
     properties of each Loan Party and each of its Subsidiaries comply in all
     material respects with all applicable Environmental Laws and Environmental
     Permits, all past non-compliance with such Environmental Laws and
     Environmental Permits has been resolved without ongoing obligations or
     costs, and (B) no circumstances exist that could be reasonably likely to
     (1) form the basis of an Environmental Action against any Loan Party or
     any of its Subsidiaries or any of their properties that could have a
     Material Adverse Effect or (2) cause any such property to be subject to
     any restrictions on ownership, occupancy, use or transferability under any
     Environmental Law.

          (ii) Except to the extent where the failure to do so could be
     reasonably likely to have a Material Adverse Effect or as otherwise set
     forth on Part II of Schedule 5.01(n) hereto, (A) none of the properties
     currently or formerly owned or operated by any Loan Party or any of its
     Subsidiaries is listed or proposed for listing on the NPL or on the
     CERCLIS or any analogous foreign, state or local list or is adjacent to
     any such property; (B) there are no and never have been any underground or
     aboveground storage tanks or any surface impoundments, septic tanks, pits,
     sumps or lagoons in which Hazardous Materials are being or have been
     treated, stored or disposed on any property currently owned or operated by
     any Loan Party or any of its Subsidiaries or, to the best of its
     knowledge, on any property formerly owned or operated by any Loan Party or
     any of its Subsidiaries; (C) there is no asbestos or asbestos-containing
     material on any property currently owned or operated by any Loan Party or
     any of its Subsidiaries; and (D) Hazardous Materials have not been
     released, discharged or disposed of on any property currently or formerly
     owned or operated by any Loan Party or any of its Subsidiaries.


<PAGE>


                                      43

          (iii) Except to the extent where the failure to do so could be
     reasonably likely to have a Material Adverse Effect or as otherwise set
     forth on Part III of Schedule 5.01(n) hereto, or as may be necessary or
     desirable in connection with any Asset Disposition, neither any Loan Party
     nor any of its Subsidiaries is undertaking, and has not completed, either
     individually or together with other potentially responsible parties, any
     investigation or assessment or remedial or response action relating to any
     actual or threatened release, discharge or disposal of Hazardous Materials
     at any site, location or operation, either voluntarily or pursuant to the
     order of any Governmental Authority or the requirements of any
     Environmental Law; and all Hazardous Materials generated, used, treated,
     handled or stored at, or transported to or from, any property currently or
     formerly owned or operated by any Loan Party or any of its Subsidiaries
     have been disposed of in a manner not reasonably likely to have a Material
     Adverse Effect.

          (o) Each Loan Party and each of its Subsidiaries has filed, has
     caused to be filed or has been included in all tax returns (federal,
     state, local and foreign) required to be filed and has paid all taxes
     shown thereon to be due, together with applicable interest and penalties.

          (p) Set forth on Schedule 5.01(p) hereto is a complete and accurate
     list of all Liens (other than Liens granted under the Collateral
     Documents, Liens incurred after the Effective Date and permitted by
     Section 6.02(a) and Liens against the assets of Foreign Subsidiaries to
     the extent that such Liens do not secure any Debt) on the property or
     assets of any Loan Party or any of its Subsidiaries, showing as of the
     date hereof the lienholder thereof, the principal amount of the
     obligations secured thereby and the property or assets of such Loan Party
     or such Subsidiary subject thereto.

          (q) Set forth on Schedule 5.01(q) hereto is a complete and accurate
     list of all Surviving Debt, showing as of the date hereof the obligor and
     the principal amount outstanding thereunder, the maturity date thereof and
     the amortization schedule therefor.

          (r) Set forth on Schedule 5.01(r) hereto is a complete and accurate
     list of all real property owned by any Loan Party or any of its
     Subsidiaries (other than Foreign Subsidiaries) on the date hereof, showing
     as of the date hereof the street address, county or other relevant
     jurisdiction, state, record owner, and, to the extent available, book and
     estimated fair value thereof. Each Loan Party or such Subsidiary has good,
     marketable and insurable fee simple title to such real property, free and
     clear of all Liens, other than Liens created or permitted by the Amendment
     Documents and Credit Documents.

          (s) Set forth on Schedule 5.01(s) hereto is a complete and accurate
     list of all leases of real property under which any Loan Party or any of
     its Subsidiaries (other than Foreign Subsidiaries) is the lessee on the
     date hereof, showing as of the date hereof the street address, county or
     other relevant jurisdiction, state, lessor, lessee, and, to the extent
     available, expiration date and annual rental cost thereof.

          (t) Set forth on Schedule 5.01(t) hereto is a complete and accurate
     list of all Investments having a value in excess of $50,000 held by any
     Loan Party or any of its Subsidiaries on the date hereof, showing as of
     the date hereof the amount, obligor or issuer and maturity, if any,
     thereof.

          (u) Set forth on Schedule 5.01(u) hereto is a complete and accurate
     list of all United States and, to the extent available, all foreign
     patents, trademarks, trade names, service marks and copyrights, and all
     licenses thereof, of each Loan Party or any of its Subsidiaries (other
     than Foreign Subsidiaries) on the date hereof, showing as of the date
     hereof the jurisdiction in which registered, the registration number, the
     date of registration and the expiration date.


<PAGE>


                                      44

          (v) On the Effective Date, the Rexair Stock Purchase Agreement is in
     full force and effect. USI has not given any consideration, whether in
     cash or in kind, for the Rexair Acquisition other than the Rexair
     Consideration. Neither USI nor any of its Subsidiaries has any liability
     or obligation (contingent or otherwise) to Strategic or any of its
     Affiliates in respect of the Rexair Acquisition other than those set forth
     on Schedule 5.01(v).

          (w) BofA has no outstanding obligations (whether contingent or
     otherwise) in its capacity as purchaser under the Receivables Program.

                                  ARTICLE VI

                                   COVENANTS

     SECTION 6.01 Affirmative Covenants. Until the Debt Termination Date, each
respective Loan Party will:

          (a) Compliance with Laws, Etc. Comply, and cause each of its
     Subsidiaries to comply, in all material respects, with all applicable
     laws, rules, regulations and orders, such compliance to include, without
     limitation, compliance with ERISA and the Racketeer Influenced and Corrupt
     Organizations Chapter of the Organized Crime Control Act of 1970.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
     Subsidiaries to pay and discharge, before the same shall become
     delinquent, (i) all taxes, assessments and governmental charges or levies
     imposed upon it or upon its property and (ii) all lawful claims that, if
     unpaid, might by law become a Lien upon its property; provided, however,
     that neither USI nor any of its Subsidiaries shall be required to pay or
     discharge any such tax, assessment, charge or claim that is being
     contested in good faith and by proper proceedings and as to which
     appropriate reserves are being maintained, unless and until any Liens
     resulting therefrom attaches to its property and become enforceable
     against its other creditors in an aggregate amount in excess of
     $10,000,000.

          (c) Compliance with Environmental Laws. Comply, and cause each of its
     Subsidiaries and all lessees and other Persons operating or occupying its
     properties to comply, in all material respects, with all applicable
     Environmental Laws and Environmental Permits; obtain and renew, and cause
     each of its Subsidiaries to obtain and renew, all Environmental Permits
     necessary for its operations and properties; and conduct, and cause each
     of its Subsidiaries to conduct, any investigation, study, sampling and
     testing, and undertake any cleanup, removal, remedial or other action
     necessary to remove and clean up all Hazardous Materials from any of its
     properties, in accordance with the requirements of all Environmental Laws;
     provided, however, that neither USI nor any of its Subsidiaries shall be
     required to undertake any such cleanup, removal, remedial or other action
     to the extent that its obligation to do so is being contested in good
     faith and by proper proceedings and appropriate reserves are being
     maintained with respect to such circumstances, or to the extent failure to
     do so could not reasonably be expected to have a Material Adverse Effect.

          (d) Maintenance of Insurance. Maintain, and cause each of its
     Subsidiaries to maintain, insurance including, without limitation,
     business interruption insurance with responsible and reputable insurance
     companies or associations in such amounts and covering such risks as is
     usually carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which USI or such
     Subsidiary operates.


<PAGE>


                                      45

          (e) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each of its Subsidiaries to preserve and maintain, its
     existence, legal structure, legal name, rights (charter and statutory),
     and material permits, licenses, approvals, privileges and franchises;
     provided, however, that USI and its Subsidiaries may consummate any merger
     or consolidation permitted under Section 6.02(d) and provided further that
     neither USI nor any of its Subsidiaries shall be required to preserve any
     right, permit, license, approval, privilege or franchise if the Board of
     Directors of USI or such Subsidiary shall determine that the preservation
     thereof is no longer desirable in the conduct of the business of USI or
     such Subsidiary, as the case may be, and that the loss thereof is not
     disadvantageous in any material respect to USI, such Subsidiary or the
     Banks.

          (f) Visitation Rights. At any reasonable time and from time to time,
     permit the Debt Coordinator or any of the Banks, or the Debt Coordinators
     or representatives thereof, to examine and make copies of and abstracts
     from the records and books of account of, and visit the properties of, USI
     and any of its Subsidiaries, and to discuss the affairs, finances and
     accounts of USI and any of its Subsidiaries with any of their officers or
     directors and with their independent certified public accountants, subject
     to reasonable prior notice and customary confidentiality undertakings.

          (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
     keep, proper books of record and account, in which full and correct
     entries shall be made of all financial transactions and the assets and
     business of USI and each such Subsidiary in accordance with generally
     accepted accounting principles in effect from time to time.

          (h) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each of its Subsidiaries to maintain and preserve, all of its properties
     that are used or useful in the conduct of its business in good working
     order and condition, ordinary wear and tear excepted.

          (i) Transactions with Affiliates. Conduct, and cause each of its
     Subsidiaries to conduct, all transactions otherwise permitted under the
     Transaction Documents with any of their Affiliates on terms that are fair
     and reasonable and no materially less favorable to USI or such Subsidiary
     than it would obtain in a comparable arm's-length transaction with a
     Person not an Affiliate other than (A) any transaction between (1) a
     Shared Collateral Loan Party and another Shared Collateral Loan Party, (2)
     a Non-Shared Collateral Loan Party and another Non-Shared Collateral Loan
     Party and (3) a Foreign Subsidiary and another Foreign Subsidiary and (B)
     the Rexair Acquisition and the transactions contemplated thereby.

          (j) Covenant to Guarantee Obligations and Give Security. Upon (x) the
     request of the Debt Coordinator following (1) the occurrence and
     continuance of an Event of Default or (2) on or after the 30th day after
     the Effective Date, and after consultation with USI, the determination by
     the Steering Committee that the benefits to the Banks of additional grants
     of Collateral in respect of Foreign Subsidiaries exceed any adverse tax
     consequences that the granting of such Collateral may have on USI and its
     Subsidiaries (each, a "Trigger Event"), (y) the formation or acquisition
     of any new direct or indirect Subsidiaries by any Loan Party or any Loan
     Party becoming a Non-Shared Collateral Loan Party or (z) the acquisition
     of any property by any Loan Party, and such property shall not already be
     subject to a perfected first priority security interest in favor of the
     Collateral Trustees for the benefit of the Secured Holders, then in each
     case, subject to the rights of the Rexair Agents and the Rexair Lenders
     and the obligations of each Rexair Obligor under Section 8.12 of the
     Rexair Credit Agreement, at USI's expense:


<PAGE>


                                      46

               (i) in connection with any Subsidiary becoming a Non-Shared
          Collateral Loan Party, cause each such Subsidiary to duly execute and
          deliver a Non-Shared Guaranty or a supplement thereto in the form
          attached thereto within 10 days after such event,

               (ii) within 30 days after such request, formation or
          acquisition, furnish to the Collateral Trustees a description of the
          real and personal properties of the Loan Parties and their respective
          Subsidiaries in detail reasonably satisfactory to the Debt
          Coordinator,

               (iii) within 45 days (or such greater period as the Debt
          Coordinator, in its sole discretion, may agree) after such request,
          formation or acquisition, duly execute and deliver, and cause each
          such Subsidiary and each direct and indirect parent of such
          Subsidiary (if it has not already done so) to duly execute and
          deliver, to the Collateral Trustees mortgages, pledges, assignments,
          security agreement supplements, intellectual property security
          agreement supplements and other security agreements, as specified by
          and in form and substance satisfactory to the Debt Coordinator,
          securing payment of all the Obligations of such Subsidiary, parent or
          the applicable Loan Party, as the case may be, under the Amendment
          Documents and Credit Documents and constituting Liens on all such
          properties,

               (iv) within 60 days (or such greater period as the Debt
          Coordinator, in its sole discretion, may agree) after such request,
          formation or acquisition, take, and cause each such and each direct
          or indirect Subsidiary or such parent to take, whatever action
          (including, without limitation, the recording of mortgages, the
          filing of Uniform Commercial Code financing statements, the giving of
          notices and the endorsement of notices on title documents) may be
          necessary or advisable in the opinion of the Debt Coordinator to vest
          in the Collateral Trustees (or in any representative of the
          Collateral Trustees designated by them) valid and subsisting Liens on
          the properties purported to be subject to the mortgages, pledges,
          assignments, security agreement supplements, intellectual property
          security agreement supplements and security agreements delivered
          pursuant to this Section 6.01(j), enforceable against all third
          parties in accordance with their terms,

               (v) within 60 days after such request, formation or acquisition,
          deliver to the Collateral Trustees, upon the request of the Debt
          Coordinator in its sole discretion, a signed copy of a favorable
          opinion, addressed to the Collateral Trustees and the other Secured
          Holders, of counsel for the Loan Parties acceptable to the Debt
          Coordinator as to the matters contained in clauses (i), (iii) and
          (iv) above, as to such guaranties, guaranty supplements, mortgages,
          pledges, assignments, security agreement supplements, intellectual
          property security agreement supplements and security agreements being
          legal, valid and binding obligations of each Loan Party party thereto
          enforceable in accordance with their terms, as to the matters
          contained in clause (iv) above, as to such recordings, filings,
          notices, endorsements and other actions being sufficient to create
          valid perfected Liens on such properties, and as to such other
          matters as the Debt Coordinator may reasonably request,

               (vi) as promptly as practicable after such request, formation or
          acquisition, deliver, upon the request of the Debt Coordinator in its
          sole discretion, to the Collateral Trustees with respect to each
          parcel of real property owned or held by the entity that is the
          subject of such request, formation or acquisition, title reports and
          surveys, each in scope, form and substance satisfactory to the Debt
          Coordinator, provided, however, that


<PAGE>


                                      47

          to the extent that any Loan Party or any of its Subsidiaries shall
          have otherwise received any of the foregoing items with respect to
          such real property, such items shall, promptly after the receipt
          thereof, be delivered to the Collateral Trustees,

               (vii) upon the occurrence and during the continuance of a
          Default, promptly cause to be deposited any and all cash dividends
          paid or payable to it or any of its Subsidiaries from any of its
          Subsidiaries from time to time into the USI Collateral Account, and,
          with respect to all other dividends paid or payable to it or any of
          its Subsidiaries from time to time, promptly execute and deliver, or
          cause such Subsidiary to promptly execute and deliver, as the case
          may be, any and all further instruments and take or cause such
          Subsidiary to take, as the case may be, all such other action as the
          Debt Coordinator may deem necessary or desirable in order to obtain
          and maintain from and after the time such dividend is paid or
          payable, a perfected, first priority lien on and security interest in
          such dividends, and

               (viii) at any time and from time to time, promptly execute and
          deliver any and all further instruments and documents and take all
          such other action as the Debt Coordinator may deem necessary or
          desirable in obtaining the full benefits of, or in perfecting and
          preserving the Liens of, such guaranties, mortgages, pledges,
          assignments, security agreement supplements, intellectual property
          security agreement supplements and security agreements,

     provided, that, unless a Trigger Event shall have occurred, neither USI
     nor any other Loan Party shall be required to take, or cause any of its
     Subsidiaries (including, without limitation, any Foreign Subsidiary) to
     take, any action described in this Section 6.01(j) (i) with respect to any
     Foreign Subsidiary (except any actions necessary or desirable in the
     opinion of the Debt Coordinator to vest in the Collateral Trustees a valid
     and perfected first-priority Lien on 65% of the capital stock or other
     Equity Interests of any Foreign Subsidiary (other than any Subsidiary
     having assets with a fair market value of $50,000 or less (each, an
     "Immaterial Subsidiary")) held by USI or a Subsidiary that is not a
     Foreign Subsidiary), (ii) with respect to any Immaterial Subsidiary or
     (iii) with respect to any interest in real property having a fair market
     value of $25,000 or less, and in no event will any Foreign Subsidiary be
     required to take any such action to the extent prohibited by applicable
     laws or agreements or instruments under which Debt permitted by Section
     6.02(b) (and subject to Section 6.02(m)) has been incurred.

          (k) Further Assurances. (i) Promptly upon request by any Bank through
     the Debt Coordinator, correct, and cause each of its Subsidiaries promptly
     to correct, any material defect or error that may be discovered in the
     existing content of any Transaction Document or in the execution,
     acknowledgment, filing or recordation thereof, and

          (ii) Promptly upon request by any Bank through the Debt Coordinator,
     do, execute, acknowledge, deliver, record, re-record, file, re-file,
     register and re-register any and all such further acts, deeds,
     conveyances, pledge agreements, mortgages, deeds of trust, trust deeds,
     assignments, financing statements and continuations thereof, termination
     statements, notices of assignment, transfers, certificates, assurances and
     other instruments as any Bank, through the Debt Coordinator, may
     reasonably require from time to time in order to (A) carry out more
     effectively the purposes of the Transaction Documents, (B) to the fullest
     extent permitted by applicable law, subject any Loan Party's or any of its
     Subsidiaries' properties, assets, rights or interests to the Liens now or
     hereafter intended to be covered by any of the Collateral Documents, (C)
     perfect and maintain the validity, effectiveness and priority of any of
     the Collateral Documents and any of the Liens intended to be created
     thereunder and (D) assure, convey, grant,


<PAGE>


                                      48

     assign, transfer, preserve, protect and confirm more effectively unto the
     Secured Holders the rights granted or now or hereafter intended to be
     granted to the Secured Holders under any Transaction Document or under any
     other instrument executed in connection with any Transaction Document to
     which any Loan Party or any of its Subsidiaries is or is to be a party,
     and cause each of its Subsidiaries to do so.

          (l) Preparation of Environmental Reports. At the request of the Debt
     Coordinator from time to time after receipt of a notice of the type
     specified in Section 6.03(o), provide counsel to the Debt Coordinator
     within 60 days after such request, at the expense of USI, an environmental
     site assessment report for any of its or its Subsidiaries' properties
     described in such request, prepared by an environmental consulting firm
     acceptable to the Debt Coordinator, indicating the presence or absence of
     Hazardous Materials and the estimated cost of any compliance, removal or
     remedial action in connection with any Hazardous Materials on such
     properties; without limiting the generality of the foregoing, if the Debt
     Coordinator determines at any time that a material risk exists that any
     such report will not be provided within the time referred to above, the
     Debt Coordinator may retain an environmental consulting firm to prepare
     such report at the expense of USI, and USI hereby grants and agrees to
     cause any Subsidiary that owns any property described in such request to
     grant at the time of such request to the Debt Coordinator, the Banks, such
     firm and the Debt Coordinators or representatives thereof an irrevocable
     non-exclusive license, subject to the rights of tenants, to enter onto
     their respective properties to undertake such an assessment.

          (m) Compliance with Terms of Leaseholds. Make all payments and
     otherwise perform all obligations in respect of all leases of real
     property to which USI or any of its Subsidiaries is a party, keep such
     leases in full force and effect and not allow such leases to lapse or be
     terminated or any rights to renew such leases to be forfeited or
     cancelled, notify the Debt Coordinator of any default by any party with
     respect to such leases and cooperate with the Debt Coordinator in all
     respects to cure any such default, and cause each of its Subsidiaries to
     do so, except, in any case, where the failure to do so, either
     individually or in the aggregate, could not be reasonably likely to have a
     Material Adverse Effect.

          (n) Liquid Assets. Maintain, and cause each of its Subsidiaries
     (other than Foreign Subsidiaries) to maintain, deposit accounts only with
     banks, and security entitlements and financial assets constituting Cash
     Equivalents only with securities intermediaries, acceptable to the Debt
     Coordinator that have entered into a Control Agreement that specifically
     lists each such account, security entitlement and financial asset (in each
     case, a "Permitted Account Bank"); provided that USI and its Subsidiaries
     shall be permitted to maintain deposit accounts and security entitlements
     and financial assets constituting Cash Equivalents (collectively, "Liquid
     Assets") with institutions located in the United States other than
     Permitted Account Banks so long as the aggregate amount of Liquid Assets
     does not exceed $3,500,000 at any time; provided further, that USI and its
     Subsidiaries shall in no event hold more than $20,000,000 in the aggregate
     at any time in Liquid Assets located in Canada; and provided further, that
     USI and its Subsidiaries shall in no event hold more than $35,000,000
     (reducing on and after April 1, 2002, to $25,000,000) in the aggregate at
     any time in Liquid Assets located outside of the United States and Canada;
     and provided further that each dollar amount in the immediately preceding
     proviso shall be reduced upon an Asset Disposition involving all or
     substantially all of the stock of or assets comprising Siteco or Spear &
     Jackson by $7,000,000 and $3,000,000, respectively.

          (o) Use of Proceeds. Use the proceeds of any borrowing or other
     credit extension under any Bank Facility solely in accordance with the
     provisions of Section 3.01 and Section 4.03.


<PAGE>


                                      49

          (p) End of Fiscal Years; Fiscal Quarters. USI will cause (i) each of
     its, and each of its Subsidiaries', Fiscal Years to end on the Saturday
     closest to the last day in September of each year and (ii) its Fiscal
     Quarters to end in a manner consistent therewith (on a 52/53 week basis).

          (q) Mandatory Interest Rate Protection for Rexair. For the period
     ending no earlier than the second anniversary of the Initial Borrowing
     Date (as defined in the Rexair Credit Agreement), Rexair shall maintain at
     all times, Hedge Agreements with an Approved Person reasonably acceptable
     to the Rexair Agent, establishing a fixed or maximum interest rate
     acceptable to the Rexair Agent for an aggregate amount of at least 50% of
     the aggregate principal amount of Rexair Bank Exposure outstanding on the
     Initial Borrowing Date, after giving effect to the Transaction (as defined
     in the Rexair Credit Agreement), with all such Hedge Agreements to conform
     to the provisions of Section 6.02(b)(i)(A).

          (r) Rexair Negative Covenant Compliance. Each Rexair Obligor shall
     keep, observe and comply, at all times, with the covenants set forth in
     Section 9 of the Rexair Credit Agreement, as amended on the terms set
     forth in Schedule III.

          (s) Reimbursement. Until a Rexair Event occurs, if either USI or any
     of its Subsidiaries (other than a Rexair Obligor) on the one hand or any
     Rexair Obligor on the other hand is required, in compliance with any
     statutory obligation, to provide funds for the payment of an obligation of
     the other, the Obligor that has received the benefit of such payment shall
     promptly and fully reimburse the Obligor that made such payment.

     SECTION 6.02 Negative Covenants. Until the Debt Termination Date, each
Loan Party agrees that it will not, at any time:

          (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
     any of its Subsidiaries to create, incur, assume or suffer to exist, any
     Lien on or with respect to any of its properties of any character
     (including, without limitation, accounts) whether now owned or hereafter
     acquired, or sign or file or suffer to exist, or permit any of its
     Subsidiaries to sign or file or suffer to exist, under the Uniform
     Commercial Code or similar statute of any jurisdiction, a financing
     statement or equivalent filing or registration in any jurisdiction outside
     of the United States that names USI or any of its Subsidiaries as debtor,
     or sign or suffer to exist, or permit any of its Subsidiaries to sign or
     suffer to exist, any security agreement authorizing any secured party
     thereunder to file such financing statement, or assign, or permit any of
     its Subsidiaries to assign, any accounts, payment intangibles, chattel
     paper or other right to receive income, except:

               (i) Liens under or in respect of the Transaction Documents;

               (ii) Permitted Liens;

               (iii) Liens existing on the date hereof and described on
          Schedule 5.01(p) hereto;

               (iv) purchase money Liens upon or in fixed assets acquired or
          held by USI or any of its Subsidiaries in the ordinary course of
          business to secure the purchase price of such property or equipment
          or to secure Debt incurred solely for the purpose of financing the
          acquisition, construction or improvement of any such property or
          equipment to be subject to such Liens, or Liens existing on any such
          property or equipment at the time of acquisition (other than any such
          Liens created in contemplation of such acquisition that do not secure
          the purchase price), or extensions, renewals or replacements of any
          of the


<PAGE>


                                      50

          foregoing for the same or a lesser amount; provided, however, that no
          such Lien shall extend to or cover any property other than the
          property or equipment being acquired, constructed or improved, and no
          such extension, renewal or replacement shall extend to or cover any
          property not theretofore subject to the Lien being extended, renewed
          or replaced; and provided further that the aggregate principal amount
          of the Debt secured by Liens permitted by this clause (iv) shall not
          exceed the amount permitted under Section 6.02(b)(iv)(B) at any time
          outstanding;

               (v) Liens arising in connection with (and securing only Debt
          arising under) Capitalized Leases permitted under Section
          6.02(b)(iv)(C); provided that no such Lien shall extend to or cover
          any Collateral or assets other than the assets subject to such
          Capitalized Leases;

               (vi) any interest or title of a lessor, and Liens arising from
          UCC financing statements (or equivalent filings, registrations or
          agreements in foreign jurisdictions) relating to leases permitted by
          the Transaction Documents;

               (vii) Liens securing Debt of Foreign Subsidiaries permitted to
          be incurred under the terms of the Amendment Documents and the Credit
          Documents;

               (viii) Liens, other than in favor of the PBGC, arising out of
          judgments or awards in respect of which USI or any of its
          Subsidiaries shall in good faith be prosecuting an appeal or
          proceedings for review and in respect of which it shall have secured
          a subsisting stay of execution pending such appeal or proceedings for
          review, provided it shall have set aside on its books adequate
          reserves, in accordance with GAAP, with respect to such judgment or
          award and provided further that the aggregate amount secured by such
          Liens does not exceed $10,000,000 in the aggregate;

               (ix) Liens on assets subject to any escrow arrangement entered
          into in connection with any disposition of assets permitted under
          Section 6.02(e);

               (x) the replacement, extension or renewal of any Lien permitted
          by clause (iii) above upon or in the same property theretofore
          subject thereto or the replacement, extension or renewal (without
          increase in the amount or change in any direct or contingent obligor)
          of the Debt secured thereby;

               (xi) any financing statement under the Uniform Commercial Code
          or security agreement filed or executed in respect of any of the
          foregoing; and

               (xii) amounts escrowed in connection with USI's employee
          retention program in an amount not to exceed $16,000,000 in the
          aggregate.

          (b) Debt. Create, incur, assume or suffer to exist, or permit any of
     its Subsidiaries to create, incur, assume or suffer to exist, any Debt,
     except:

               (i) in the case of USI and its Subsidiaries, Debt in respect of
          Hedge Agreements (A) designed to hedge against fluctuations in
          interest rates or foreign exchange rates incurred in the ordinary
          course of business and consistent with prudent business practice with
          the aggregate Agreement Value thereof not to exceed $15,000,000 at
          any time outstanding in the case of interest rate hedges (excluding
          for purposes of this calculation Hedge Agreements entered into in
          order to comply with Section 6.01(q)) and


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                                      51

          an aggregate notional amount not to exceed $20,000,000 at any time
          outstanding in the case of foreign exchange rate hedges (excluding
          for purposes of this amount Hedge Agreements entered into in
          reasonable anticipation of the consummation of an Asset Disposition)
          and (B) with respect to commodity hedging entered into in the
          ordinary course of business consistent with past practice and in
          compliance with Section 6.02(o),

               (ii) in the case of any Loan Party (A) that is a Shared
          Collateral Loan Party, Debt owed to another Shared Collateral Loan
          Party and (B) that is a Non-Shared Collateral Loan Party, Debt owed
          to another Non-Shared Collateral Loan Party, provided that, in each
          case, such Debt (x) shall be evidenced by promissory notes in form
          and substance satisfactory to the Debt Coordinator and (y) shall
          constitute Pledged Debt and be pledged as security for the
          Obligations under the Senior Debt or Bank Debt, as applicable, and
          delivered to the Collateral Trustees pursuant to the terms of the USI
          Pledge and Security Agreement,

               (iii) in the case of any Foreign Subsidiary, Debt owed to (x)
          any other Foreign Subsidiary, (y) USI or any other Subsidiary of USI
          (subject to the limitations set forth in Section 6.02 (f)) or (z) any
          other Person, so long as such Debt is either (1) Surviving Debt
          (whether or not funded) and any Debt extending the maturity of, or
          refunding or refinancing, in whole or in part, such Surviving Debt
          that meets the requirements set forth in the first two provisos of
          clause (iv)(D) below, or (2) other Debt in an aggregate principal or
          face amount owed by all Foreign Subsidiaries to all such other
          Persons not to exceed $10,000,000 at any time, and

               (iv) in the case of any Loan Party,

                    (A) Debt under the Transaction Documents,

                    (B) Debt secured by Liens permitted by Section 6.02(a)(iv)
               not to exceed in the aggregate for all Loan Parties $10,000,000
               at any time outstanding,

                    (C) Capitalized Leases not to exceed in the aggregate for
               all Loan Parties $10,000,000 at any time outstanding,

                    (D) the Surviving Debt, and any Debt extending the maturity
               of, or refunding or refinancing, in whole or in part, any
               Surviving Debt, provided that the terms of any such extending,
               refunding or refinancing Debt, and of any agreement entered into
               and of any instrument issued in connection therewith, are
               otherwise permitted by the Amendment Documents and the Credit
               Documents, provided further that the principal amount of such
               Surviving Debt shall not be increased above the principal amount
               thereof outstanding immediately prior to such extension,
               refunding or refinancing, and the direct and contingent obligors
               therefor shall not be changed, as a result of or in connection
               with such extension, refunding or refinancing, provided still
               further that the terms relating to principal amount,
               amortization, maturity, collateral (if any) and subordination
               (if any), and other material terms taken as a whole, of any such
               extending, refunding or refinancing Debt, and of any agreement
               entered into and of any instrument issued in connection
               therewith, are no less favorable in any material respect to the
               Loan Parties or the Banks than the terms of any agreement or
               instrument governing the Surviving Debt being extended, refunded
               or refinanced and the interest rate



<PAGE>


                                       52

               applicable to any such extending, refunding or refinancing Debt
               does not exceed the then applicable market interest rate, and

                    (E) Debt owed to Foreign Subsidiaries, provided, that (i)
               such Debt shall be subordinated, on terms satisfactory to the
               Debt Coordinator, to all Bank Debt and (ii) unless such Debt is
               Debt of a Non-Shared Collateral Loan Party, the proceeds of such
               Debt shall be applied concurrently to prepay revolving credit or
               swingline borrowings (without any required commitment reduction)
               under the USI Credit Agreement.

          (c) Change in Nature of Business. Make, or permit any of its
     Subsidiaries to make, any material change in the nature of its business as
     carried on at the date hereof.

          (d) Mergers, Etc. Merge into or consolidate with any Person or permit
     any Person to merge into it, or permit any of its Subsidiaries to do so,
     except that:

               (i) any Shared Collateral Loan Party may merge into or
          consolidate with any other Shared Collateral Loan Party provided
          that, (A) in the case of any such merger or consolidation to which
          USI is a party, USI shall be the survivor thereof, (B) in the case of
          any such merger or consolidation to which USI is not a party, the
          Person formed by such merger or consolidation shall be a wholly owned
          Subsidiary of USI and (C) in the case of any such merger or
          consolidation to which a Guarantor is a party, the Person formed by
          such merger or consolidation shall be a Guarantor;

               (ii) any Foreign Subsidiary may merge into or consolidate with
          (A) any other Foreign Subsidiary or (B) any Non-Shared Collateral
          Loan Party that was a Foreign Subsidiary prior to becoming a
          Non-Shared Collateral Loan Party, provided that the Person formed by
          such merger or consolidation shall be a Non-Shared Collateral Loan
          Party;

               (iii) any Non-Shared Collateral Loan Party may merge into or
          consolidate with any other Non-Shared Collateral Loan Party, provided
          that the Person formed by such merger or consolidation shall be a
          Non-Shared Collateral Loan Party and a guarantor under a Non-Shared
          Guaranty; and

               (iv) in addition to any merger or consolidation permitted by the
          foregoing clauses, any Subsidiary of USI may merge with any Person in
          order to consummate any Asset Disposition permitted by Section
          6.02(e)(iv) and consummated in accordance therewith and subject to
          the conditions set forth therein, provided that such merger or
          consolidation shall occur concurrently with such Asset Disposition
          and, as a result thereof, the Subsidiary of USI party to such merger
          or consolidation shall cease to be a Subsidiary of USI;

     provided, however, that in each case, immediately before and after giving
     effect thereto, no Default shall have occurred and be continuing other
     than, in the case of clause (iv), a Default that shall be and is fully
     cured by the related Asset Disposition and the application of the Net Cash
     Proceeds thereof.

          (e) Sales of Assets; Etc. Sell, lease, transfer or otherwise dispose
     of, or permit any of its Subsidiaries to sell, lease, transfer or
     otherwise dispose of, any assets, or grant any option or other right to
     purchase, lease or otherwise acquire any assets, except:


<PAGE>


                                      53

               (i) sales of Inventory in the ordinary course of its business;

               (ii) sales of obsolete Equipment having an aggregate book value
          for all Loan Parties not to exceed $500,000, in the aggregate, and
          $100,000 in any single disposition;

               (iii) in a transaction authorized by Section 6.02(d); and

               (iv) the sale or lease of any asset by USI or by any Subsidiary
          (other than (1) a bulk sale of Inventory and (2) any sale of
          Receivables other than delinquent accounts for collection purposes
          only, each, a "USI Asset Disposition") so long as (A) the purchase
          price for such asset shall be no less than fair market value and
          shall not involve excessive transaction costs or indemnification
          obligations that are not usual in scope or type, (B) except for
          reasonable and customary amounts to be escrowed pursuant to the
          applicable sale agreements, 100% of the net proceeds shall be paid at
          closing in immediately available U.S. Dollars (or readily convertible
          currencies) and (C) no Default shall exist and be continuing both
          before and after giving effect thereto, other than a Default that
          shall be and is fully cured by such Asset Disposition and the
          application of the Net Cash Proceeds thereof;

     provided that in transactions referred to in clause (ii) or (iv) above,
     the appropriate Loan Party shall apply the Net Cash Proceeds (excluding
     the Retained Amount to the extent permitted under Section 3.04(a)) of such
     transaction as set forth in Section 3.05.

          (f) Investments in Other Persons. Make or hold, or permit any of its
     Subsidiaries to make or hold, any Investment in any Person, except:

               (i) equity Investments by USI and its Subsidiaries in their
          Subsidiaries outstanding on the date hereof;

               (ii) (A) Investments by Shared Collateral Loan Parties in
          Non-Shared Collateral Loan Parties (unless such Investment would
          result on the next date of determination in any such Non-Shared
          Collateral Loan Party becoming a Shared Collateral Loan Party) or in
          other Shared Collateral Loan Parties, (B) Investments (1) by
          Non-Shared Collateral Loan Parties in Shared Collateral Loan Parties
          in an aggregate amount not to exceed $15,000,000 plus any loans or
          advances the proceeds of which are applied concurrently to prepay
          revolving credit or swingline borrowings (without any required
          commitment reduction) under the USI Credit Agreement or (2) in other
          Non-Shared Collateral Loan Parties, provided that no such Investment
          shall be permitted if, alone or in aggregate with other such
          Investments, it shall cause a Non-Shared Collateral Loan Party to
          become a Shared Collateral Loan Party, and (C) Investments by Loan
          Parties in Foreign Subsidiaries in an aggregate amount not to exceed
          at any time the aggregate amount of Investments in Loan Parties made
          on or after the date hereof and permitted under clause (iii) below,
          plus the aggregate amount of cash dividends paid by Foreign
          Subsidiaries to Loan Parties on and after the date hereof and
          permitted under Section 6.02(g)(ii), provided that Investments by
          Non-Shared Collateral Loan Parties permitted under this clause
          (ii)(C) shall not be in an aggregate amount in excess of the portion
          of the amount of Foreign Subsidiary Investments and dividends
          referred to above in this clause (ii)(C) actually received by the
          Non-Shared Collateral Loan Parties;


<PAGE>

                                      54

               (iii) Investments by Foreign Subsidiaries in Loan Parties and in
          other Foreign Subsidiaries, provided that any such Investment in a
          Loan Party that is or will constitute Debt of such Loan Party shall
          be subject to Section 6.02(b)(iv)(E);

               (iv) loans and advances to employees in the ordinary course of
          business of USI and its Subsidiaries as presently conducted
          (excluding travel and other similar business advances) outstanding as
          of the date hereof and additional such loans and advances not to
          exceed $2,500,000 in aggregate principal amount at any time
          outstanding;

               (v) Investments by USI and its Subsidiaries in Cash Equivalents
          permitted in accordance with Section 6.01(n);

               (vi) Investments (other than in Subsidiaries) existing on the
          date hereof and described on Schedule 5.01(t) hereto;

               (vii) Investments by USI and its Subsidiaries in Hedge
          Agreements permitted under Section 6.02(b)(i)(A); and

               (viii) Investments consisting of intercompany Debt permitted
          under Section 6.02(b) or transactions permitted by Section 6.02(g);

               (ix) Investments consisting of the Rexair Acquisition in
          accordance with the terms of the Rexair Stock Purchase Agreement;

               (x) Investments consisting of mergers and consolidations
          permitted by Section 6.02(d);

               (xi) Investments consisting of (x) the creation of one or more
          new Subsidiaries and (y) the contribution by USI or its then existing
          Subsidiaries to any of such new Subsidiaries of any assets, in each
          case, in order to consummate any Asset Disposition permitted by
          Section 6.02(e)(iv), provided that any assets so contributed are
          disposed of upon the consummation of such Asset Disposition and such
          Asset Disposition is consummated in accordance with, and subject to
          the conditions set forth in, such section;

               (xii) Investments consisting of Capital Expenditures permitted
          by Section 6.02(p); and

               (xiii) Investments not otherwise permitted by the foregoing
          clauses in an aggregate amount not to exceed $2,000,000.

          (g) Restricted Payments. Declare or pay any dividends, purchase,
     redeem, retire, defease or otherwise acquire for value any of its Equity
     Interests now or hereafter outstanding, return any capital to its
     stockholders, partners or members (or the equivalent Persons thereof) as
     such, make any distribution of assets, Equity Interests, obligations or
     securities to its stockholders, partners or members (or the equivalent
     Persons thereof) as such or issue or sell any Equity Interests or accept
     any capital contributions, or permit any of its Subsidiaries to do any of
     the foregoing, or permit any of its Subsidiaries to purchase, redeem,
     retire, defease or otherwise acquire for value any Equity Interests in USI
     or to issue or sell any Equity Interests therein, except that, so long as
     no


<PAGE>


                                      55

     Default shall have occurred and be continuing at the time of any action
     described below or would result therefrom:

               (i) USI may declare and pay dividends and distributions payable
          only in common stock of USI, and

               (ii) Subsidiaries of USI may (A)(1) if any such Subsidiary is a
          Foreign Subsidiary, declare and pay cash dividends and (2) if any
          such Subsidiary is a Loan Party, declare and pay cash dividends to
          another Loan Party, provided, that cash dividends declared and paid
          by all Subsidiaries that are not Shared Collateral Loan Parties to
          Shared Collateral Loan Parties shall not exceed in the aggregate
          $15,000,000, and provided, further, that, in the case of cash
          dividends paid to any Non-Shared Collateral Loan Party under this
          clause (ii), the aggregate amount of such cash dividends shall be
          permitted only to the extent that the receipt of such cash dividends
          by such Non-Shared Collateral Loan Party will not result on the next
          date for determination in such Non-Shared Collateral Loan Party
          becoming a Shared Collateral Loan Party and (B) accept capital
          contributions from a parent to the extent permitted under Section
          6.02(f).

          (h) Operating Lease Obligations. Create, incur, assume or suffer to
     exist, or permit any of its Subsidiaries to create, incur, assume or
     suffer to exist, any obligations as lessee under any operating lease (i)
     unless such lease is entered into in the ordinary course of business
     consistent with past practices and (ii) the direct and contingent
     liabilities of USI and its Subsidiaries in respect of such lease will not
     exceed $1,000,000 payable in any period of 12 consecutive months.

          (i) Amendments of Constitutive Documents. Amend, or permit any of its
     Subsidiaries to amend, its certificate of incorporation or bylaws or other
     constitutive documents, except to the extent that such amendment could not
     have a Material Adverse Effect.

          (j) Accounting Changes. Make or permit, or permit any of its
     Subsidiaries to make or permit, any change in accounting policies or
     reporting practices, except as required or permitted by generally accepted
     accounting principles.

          (k) Prepayments of Debt, Etc. Prepay, redeem, purchase, defease or
     otherwise satisfy prior to the scheduled maturity thereof in any manner,
     or make any payment in violation of any subordination terms of, any Debt,
     except (i) the prepayment of the Senior Debt Exposure in accordance with
     the terms of this Agreement and (ii) regularly scheduled or required
     repayments or redemptions of Surviving Debt, or amend, modify or change in
     any manner adverse to the Banks any term or condition of any Surviving
     Debt, or permit any of its Subsidiaries (other than Foreign Subsidiaries)
     to do any of the foregoing other than to prepay any Debt payable to USI or
     Debt described in Sections 6.02(b)(iv)(B) and 6.02(b)(iv)(C) payable upon
     the disposition (whether voluntary or involuntary) of the assets financed
     thereby; provided, however, that except as expressly provided under the
     terms of this Agreement, USI will not make any optional prepayments or
     reductions, including any optional Permanent Reductions of obligations
     under the Notes while any Senior Debt Exposure remains outstanding under
     the Bank Facilities, and any such permitted "prepayment" or reduction
     shall be made solely by the deposit of funds into the Notes Escrow
     Account.

          (l) Amendment of Note Documents, Etc. Amend, modify or change in any
     manner any term or condition of any Note Document, agree in any manner to
     any other amendment, modification or change of any term or condition of
     any Note Document or take any other action in connection with any Note
     Document that would impair the value of the interest or rights of any


<PAGE>


                                      56

     Loan Party thereunder or that would impair the rights or interests of the
     Debt Coordinator or any Bank, or permit any of its Subsidiaries to do any
     of the foregoing.

          (m) Negative Pledge. Enter into or suffer to exist, or permit any of
     its Subsidiaries to enter into or suffer to exist, any agreement
     prohibiting or conditioning the creation or assumption of any Lien upon
     any of its property or assets except (i) in favor of the Secured Holders
     or, in the case of an Unrestricted Subsidiary (as defined in the Notes),
     the Banks, or (ii) in connection with (A) any Surviving Debt, (B) any
     purchase money Debt permitted by Section 6.02(b)(iv)(B) solely to the
     extent that the agreement or instrument governing such Debt prohibits a
     Lien on the property acquired with the proceeds of such Debt, (C) any
     Capitalized Lease permitted by Section 6.02(b)(iv)(C) solely to the extent
     that such Capitalized Lease prohibits a Lien on the property subject
     thereto, (D) any Debt outstanding on the date any Subsidiary of USI
     becomes such a Subsidiary (so long as such agreement was not entered into
     solely in contemplation of such Subsidiary becoming a Subsidiary of USI)
     or (E) any Debt of any Foreign Subsidiary (so long as any such agreement
     or instrument applies only to the capital stock and assets of such Foreign
     Subsidiary and its Subsidiaries).

          (n) Partnerships, Etc. Become a general partner in any general or
     limited partnership or joint venture, or permit any of its Subsidiaries to
     do so.

          (o) Speculative Transactions. Engage, or permit any of its
     Subsidiaries to engage, in any transaction involving commodity options or
     futures contracts for speculative purposes or any similar speculative
     transactions.

          (p) Capital Expenditures. Make, or permit any of its Subsidiaries to
     make, any Capital Expenditures that would cause the aggregate of all such
     Capital Expenditures made by USI and each other Loan Party, as at the end
     of each fiscal month of USI set forth below to exceed, on a cumulative
     basis, the amount set forth below for each such fiscal month of USI:

                     Fiscal Month         Maximum Capital Expenditures
                     ------------         ----------------------------
                 August 2001                      $10,000,000
                 September 2001                   $20,000,000
                 October 2001                     $30,000,000
                 November 2001                    $40,000,000
                 December 2001                    $50,000,000
                 January 2002                     $60,000,000
                 February 2002                    $65,000,000
                 March 2002                       $70,000,000
                 April 2002                       $72,000,000
                 May 2002                         $74,000,000
                 June 2002                        $76,000,000
                 July 2002                        $78,000,000
                 August 2002                      $80,000,000
                 September 2002                   $82,000,000
                 October 2002                     $83,000,000
                 November 2002                    $84,000,000

     provided, that the permitted amount of Capital Expenditures shall be
     adjusted in connection with the sale or other disposition of any Principal
     Business Unit by deducting from such amount the


<PAGE>


                                      57

     cumulative amount attributable to such Principal Business Unit on Schedule
     6.02(p) under the heading "Adjustment Grid" for each month in which such
     amount is determined.

          (q) Payment Restrictions Affecting Subsidiaries. Directly or
     indirectly, enter into or suffer to exist, or permit any of its
     Subsidiaries to enter into or suffer to exist, any agreement or
     arrangement limiting the ability of any of its Subsidiaries to declare or
     pay dividends or other distributions in respect of its Equity Interests or
     repay or prepay any Debt owed to, make Loans or advances to, or otherwise
     transfer assets to or invest in, USI or any Subsidiary of USI (whether
     through a covenant restricting dividends, Loans, asset transfers or
     investments, a financial covenant or otherwise), except (i) the
     Transaction Documents, (ii) any agreement, instrument or arrangement
     evidencing Surviving Debt, (iii) any agreement or arrangement in effect at
     the time such Subsidiary becomes a Subsidiary of USI, so long as such
     agreement was not entered into solely in contemplation of such Person
     becoming a Subsidiary of USI, (iv) any agreement or arrangement applicable
     to any Foreign Subsidiary and consisting of customary covenants contained
     in agreements under which Debt may be incurred and (v) any agreement or
     arrangement governing the terms of any proposed Asset Disposition
     permitted under Section 6.02(e)(iv), so long as the restrictions contained
     therein are applicable solely in respect of Subsidiaries party to such
     Asset Disposition and solely until such Asset Disposition is consummated.

          (r) Rexair Restrictions. Notwithstanding anything to the contrary
     contained in this Section 6.02 until a Rexair Event has occurred, no
     Rexair Obligor shall be permitted to, or permit any of its Subsidiaries
     to, (i) incur any Debt in favor of any other Loan Party, (ii) merge into
     or consolidate with any other Loan Party, (iii) make any Investment in any
     other Loan Party or (iv) make any payment or other distribution to any
     other Loan Party in respect of Equity Interests of such Rexair Obligor
     held by such Loan Party.

     SECTION 6.03 Reporting Requirements. Until the Debt Termination Date, USI
will furnish to the Debt Coordinator and the Banks:

          (a) Default Notice. As soon as possible and in any event within two
     days after the occurrence of each Default or any event, development or
     occurrence reasonably likely to have a Material Adverse Effect continuing
     on the date of such statement, a statement of the Chief Financial Officer
     of USI setting forth details of such Default and the action that USI has
     taken and proposes to take with respect thereto.

          (b) Annual Financials. As soon as available and in any event within
     90 days after the end of each Fiscal Year, a copy of the annual audit
     report for such year for USI and its Subsidiaries, including therein
     Consolidated and consolidating balance sheets of USI and its Subsidiaries
     as of the end of such Fiscal Year and Consolidated and consolidating
     statements of income and a Consolidated statement of cash flows of USI and
     its Subsidiaries for such Fiscal Year, in each case accompanied by an
     opinion acceptable to the Steering Committee Majority of Ernst & Young LLP
     or other independent public accountants of recognized standing acceptable
     to the Steering Committee Majority, together with (i) a certificate of
     such accounting firm to the Banks stating that in the course of the
     regular audit of the business of USI and its Subsidiaries, which audit was
     conducted by such accounting firm in accordance with generally accepted
     auditing standards, such accounting firm has obtained no knowledge that a
     Default has occurred and is continuing, or if, in the opinion of such
     accounting firm, a Default has occurred and is continuing, a statement as
     to the nature thereof, (ii) a schedule in form satisfactory to the Debt
     Coordinator of the computations used by such accountants in determining,
     as of the end of such Fiscal Year, compliance with the covenants contained
     in Section 6.04, provided that in the event


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                                      58

     of any change in generally accepted accounting principles used in the
     preparation of such financial statements, USI shall also provide, if
     necessary for the determination of compliance with Section 6.04, a
     statement of reconciliation conforming such financial statements to GAAP
     and (iii) a certificate of the Chief Financial Officer of USI stating that
     no Default has occurred and is continuing or, if a Default has occurred
     and is continuing, a statement as to the nature thereof and the action
     that USI has taken and proposes to take with respect thereto.

          (c) Quarterly Financials. As soon as available and in any event
     within 45 days after the end of each of the first three quarters of each
     Fiscal Year, Consolidated and consolidating balance sheets of USI and its
     Subsidiaries as of the end of such quarter and Consolidated and
     consolidating statements of income and a Consolidated statement of cash
     flows of USI and its Subsidiaries for the period commencing at the end of
     the previous fiscal quarter and ending with the end of such fiscal quarter
     and Consolidated and consolidating statements of income and a Consolidated
     statement of cash flows of USI and its Subsidiaries for the period
     commencing at the end of the previous Fiscal Year and ending with the end
     of such quarter, setting forth in each case in comparative form the
     corresponding figures for the corresponding date or period of the
     preceding Fiscal Year, all in reasonable detail and duly certified
     (subject to normal year-end audit adjustments) by the Chief Financial
     Officer of USI as having been prepared in accordance with GAAP, together
     with (i) a certificate of said officer stating that no Default has
     occurred and is continuing or, if a Default has occurred and is
     continuing, a statement as to the nature thereof and the action that USI
     has taken and proposes to take with respect thereto and (ii) a schedule in
     form satisfactory to the Debt Coordinator of the computations used by USI
     in determining compliance with the covenants contained in Section 6.04,
     provided that in the event of any change in generally accepted accounting
     principles used in the preparation of such financial statements, USI shall
     also provide, if necessary for the determination of compliance with
     Section 6.04, a statement of reconciliation conforming such financial
     statements to GAAP.

          (d) Monthly Financials. As soon as available and in any event within
     21 days after each monthly reporting period, a Consolidated balance sheet,
     Consolidated income statement and Consolidated cash flow statement for USI
     and its Subsidiaries as well as consolidating balance sheets, income
     statements and cash flows, each prepared in accordance with GAAP for the
     month and year-to-date periods then ended, including by each Principal
     Business Unit. All such financial statements shall include comparisons to
     both budget as well as to prior year (except that no comparison will be
     required for the financial statements for August 2001, October 2001,
     November 2001, January 2002, February 2002 and April 2002), with
     management discussion provided for significant deviations from budget and
     prior year, significant operating trends, working capital analysis
     including days' sales outstanding, accounts receivable aging, potential
     problem accounts receivable and potential inventory obsolescence issues,
     and certified (in form and substance reasonably acceptable to the Debt
     Coordinator) by the chief financial officer, treasurer or chief accounting
     officer of USI, which information shall be in addition to, and not in
     limitation of, any other information or reporting requirements contained
     in this Agreement, the Credit Agreements and any other Transaction
     Document.

          (e) 13-Week Cash Flow Reports. (i) Commencing as soon as practicable,
     but in no event later than August 22, 2001, USI and its Subsidiaries shall
     provide to the Debt Coordinator, the Financial Advisor and each Bank on
     the same Business Day of each week (which shall not be later than the
     third Business Day following the Friday of the report week then ended), a
     weekly statement of consolidated and consolidating cash flows for the
     immediately preceding week and as projected for the 13 weeks then
     commencing, substantially in the form of Exhibit G hereto, and applying
     procedures consistent with those agreed to among USI and the Financial
     Advisor (each, a "Weekly Cash Flow Report"). Explanation of significant
     changes from the amounts forecasted


<PAGE>


                                      59

     the previous week (including a comparison of the actual results to the
     forecasted amounts for the previous week) shall be provided.

          (f) Annual Forecasts. As soon as available and in any event no later
     than 15 days before the end of each Fiscal Year, Consolidated and
     consolidating forecasts for USI and its Subsidiaries prepared by
     management of USI, in form satisfactory to the Debt Coordinator, of
     balance sheets, income statements and cash flow statements on a monthly
     basis for the Fiscal Year following such Fiscal Year and on an annual
     basis for each Fiscal Year thereafter until the Maturity Date.

          (g) Asset Disposition Monitoring; Asset Dispositions. (i)(A) Meet
     with each of the Debt Coordinator, the Financial Advisor and each Steering
     Committee Member on a monthly basis, and with the Financial Advisor and
     counsel to the Debt Coordinator upon reasonable request, to provide them,
     on a confidential basis, with a status report on USI's ongoing Asset
     Disposition Program and (B) make available members of its senior
     management to meet with the Debt Coordinator, the Financial Advisor and
     each Steering Committee Member, at such times and at such places
     (including by telephone conference call) as the Debt Coordinator may
     reasonably request, to discuss in reasonable detail the status of such
     Asset Disposition Program and (ii) in connection with any proposed Asset
     Disposition permitted under Section 6.02(e)(iv) or under Section 9.02(v)
     of the Rexair Credit Agreement, as amended by the Rexair Amendment, with
     respect to USI and each Loan Party party to such Asset Disposition,
     provide prompt delivery of certified copies of each of the principal
     transaction documents executed in connection with such Asset Disposition
     to each of the Debt Coordinator and its counsel, the Financial Advisor and
     each Steering Committee Member.

          (h) Litigation. Promptly after the commencement thereof, notice of
     all actions, suits, investigations, litigation and proceedings before any
     Governmental Authority affecting any Loan Party or any of its Subsidiaries
     of the type described in Section 5.01(f).

          (i) Securities Reports. Promptly after the sending or filing thereof,
     copies of all proxy statements, financial statements and reports that any
     Loan Party or any of its Subsidiaries sends to its stockholders, and
     copies of all regular, periodic and special reports, and all registration
     statements, that any Loan Party or any of its Subsidiaries files with the
     Securities and Exchange Commission or any Governmental Authority that may
     be substituted therefor, or with any national securities exchange.

          (j) Creditor Reports. Promptly after the furnishing thereof, copies
     of any statement or report furnished to any holder of Debt securities of
     any Loan Party or of any of its Subsidiaries pursuant to the terms of any
     indenture, loan or credit or similar agreement and not otherwise required
     to be furnished to the Banks pursuant to any other clause of this Section
     6.03.

          (k) Agreement Notices. Promptly upon receipt thereof, copies of all
     notices, requests and other documents received by any Loan Party or any of
     its Subsidiaries under or pursuant to any Transaction Document or
     instrument, indenture, loan or credit or similar agreement regarding or
     related to any breach or default by any party thereto or any other event
     that could materially impair the value of the interests or the rights of
     any Loan Party or otherwise have a Material Adverse Effect and copies of
     any amendment, modification or waiver of any provision of any Transaction
     Document or instrument, indenture, loan or credit or similar agreement
     and, from time to time upon request by the Debt Coordinator, such
     information and reports regarding the Note Documents and such instruments,
     indentures and loan and credit and similar agreements as the Debt
     Coordinator may reasonably request.


<PAGE>


                                      60

          (l) Revenue Agent Reports. Within 10 days after receipt, copies of
     all Revenue Agent Reports (Internal Revenue Service Form 886), or other
     written proposals of the Internal Revenue Service, that propose, determine
     or otherwise set forth positive adjustments to the Federal income tax
     liability of the affiliated group (within the meaning of Section
     1504(a)(1) of the Code) of which USI is a member aggregating $5,000,000 or
     more.

          (m) Tax Certificates. Promptly, and in any event within five Business
     Days after the due date (with extensions) for filing the final Federal
     income tax return in respect of each taxable year, a certificate (a "Tax
     Certificate"), signed by the President or the Chief Financial Officer of
     USI, stating that USI has paid to the Internal Revenue Service or other
     taxing authority, the full amount that such affiliated group is required
     to pay in respect of Federal income tax for such year and that USI and its
     Subsidiaries have received any amounts payable to them, and have not paid
     amounts in respect of Taxes (Federal, state, local or foreign) in excess
     of the amount they are required to pay, in respect of such taxable year.

          (n) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in
     any event within 10 days after any Loan Party or any ERISA Affiliate knows
     or has reason to know that any ERISA Event has occurred, a statement of
     the Chief Financial Officer of USI describing such ERISA Event and the
     action, if any, that such Loan Party or such ERISA Affiliate has taken and
     proposes to take with respect thereto and (B) on the date any records,
     documents or other information must be furnished to the PBGC with respect
     to any Plan pursuant to Section 4010 of ERISA, a copy of such records,
     documents and information.

          (ii) Plan Terminations. Promptly and in any event within two Business
     Days after receipt thereof by any Loan Party or any ERISA Affiliate,
     copies of each notice from the PBGC stating its intention to terminate any
     Plan or to have a trustee appointed to administer any Plan.

          (iii) Plan Annual Reports. Promptly and in any event within 30 days
     after the filing thereof with the Internal Revenue Service, copies of each
     Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
     with respect to each Plan.

          (iv) Multiemployer Plan Notices. Promptly and in any event within
     five Business Days after receipt thereof by any Loan Party or any ERISA
     Affiliate from the sponsor of a Multiemployer Plan, copies of each notice
     concerning (A) the imposition of Withdrawal Liability by any such
     Multiemployer Plan, (B) the reorganization or termination, within the
     meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the
     amount of liability incurred, or that may be incurred, by such Loan Party
     or any ERISA Affiliate in connection with any event described in clause
     (A) or (B).

          (o) Environmental Conditions. Promptly after the assertion or
     occurrence thereof, notice of any Environmental Action against or of any
     noncompliance by any Loan Party or any of its Subsidiaries with any
     Environmental Law or Environmental Permit that could (i) reasonably be
     expected to have a Material Adverse Effect or (ii) cause any property
     described in the Mortgages to be subject to any restrictions on ownership,
     occupancy, use or transferability under any Environmental Law.

          (p) Real Property. As soon as available and in any event within 30
     days after the end of each Fiscal Year, a report supplementing Schedules
     5.01(r) and 5.01(s) hereto, including an identification of all owned and
     leased real property disposed of by USI or any of its Subsidiaries during
     such Fiscal Year, a list and description (including the street address,
     county or other relevant jurisdiction, state, record owner, book value
     thereof and, in the case of leases of property,


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                                      61

     lessor, lessee, expiration date and annual rental cost thereof) of all
     real property acquired or leased during such Fiscal Year and a description
     of such other changes in the information included in such Schedules as may
     be necessary for such Schedules to be accurate and complete.

          (q) Insurance. As soon as available and in any event within 30 days
     after the end of each Fiscal Year, a report summarizing the insurance
     coverage (specifying type, amount and carrier) in effect for each Loan
     Party and its Subsidiaries and containing such additional information as
     the Debt Coordinator, or any Bank through the Debt Coordinator, may
     reasonably specify.

          (r) Other Information. Such other information respecting the
     business, condition (financial or otherwise), operations, performance,
     properties or prospects of any Loan Party or any of its Subsidiaries as
     the Debt Coordinator, or any Bank through the Debt Coordinator, may from
     time to time reasonably request.

     SECTION 6.04 Financial Covenants. Until the Debt Termination Date, USI
will:

          (a) Minimum EBITDA. Maintain at all times cumulative EBITDA of not
     less than the cumulative amount set forth below for each fiscal month of
     USI:

                     Fiscal Month         Minimum Cumulative EBITDA
                     ------------         -------------------------
                 August 2001                      $10,000,000
                 September 2001                   $30,000,000
                 October 2001                     $40,000,000
                 November 2001                    $50,000,000
                 December 2001                    $55,000,000
                 January 2002                     $65,000,000
                 February 2002                    $80,000,000
                 March 2002                      $105,000,000
                 April 2002                      $125,000,000
                 May 2002                        $145,000,000
                 June 2002                       $175,000,000
                 July 2002                       $195,000,000
                 August 2002                     $220,000,000
                 September 2002                  $255,000,000
                 October 2002                    $265,000,000
                 November 2002                   $275,000,000

     provided, that minimum EBITDA shall be adjusted in connection with the
     sale or other disposition of any Principal Business Unit by deducting from
     such amount the cumulative amount attributable to such Principal Business
     Unit on Schedule 6.04(a) under the heading "Adjustment Grid" commencing in
     the month in which such Principal Business Unit is sold.

          (b) Minimum Liquidity. Maintain at all times Liquidity of no less
     than $25 million.

          (c) Rexair Financial Covenants. Each Rexair Obligor shall comply with
     the financial covenants contained in Section 9 to the Rexair Credit
     Agreement, as amended on the terms set forth on Schedule III to this
     Agreement.


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                                      62

                                  ARTICLE VII

                               EVENTS OF DEFAULT

     SECTION 7.01 Events of Default. If any of the following events ("Events of
Default") shall occur under any Credit Document and be continuing:

          (a) any Loan Party shall fail to pay (i) any amounts of principal or
     of reimbursement of drawings under any Letter of Credit or any amount
     under any bankers acceptance, in any case, payable hereunder or under any
     Credit Document when due and payable or (ii) any other amount payable
     hereunder or under any Credit Document, within one Business Day in the
     case of all other amounts; or

          (b) any representation or warranty made by any Loan Party (or any of
     its officers) under or in connection with any Transaction Document shall
     prove to have been incorrect in any material respect when made or deemed
     to have been made; or

          (c) any Loan Party shall fail to perform or observe any term,
     covenant or agreement contained in Section 3.01, 3.05, 4.03, 6.01(e) (with
     respect to corporate existence of USI only), 6.01(f), 6.02, 6.03 or 6.04;
     or

          (d) any Loan Party shall fail to perform or observe any other term,
     covenant or agreement contained in any Credit Document (to the extent not
     superseded and replaced pursuant to Article II hereof) on its part to be
     performed or observed if such failure shall remain unremedied for 15
     Business Days (i) after written notice thereof shall have been given to
     such Loan Party by the Debt Coordinator or (ii) if earlier, after any
     Authorized Officer of such Loan Party obtains knowledge thereof; or

          (e) (i) any Loan Party or any Material Subsidiary shall fail to pay
     any principal of, premium or interest on, or any other amount payable in
     respect of any Debt that is outstanding in a principal or reimbursement
     amount of at least $5,000,000 in the aggregate; in any case either
     individually or in the aggregate of such Loan Party or any Material
     Subsidiary, when the same becomes due and payable whether by scheduled
     maturity, required prepayment, acceleration, demand or otherwise, and such
     failure shall continue after the applicable grace period, if any,
     specified in the agreement or instrument relating to such Debt; or (ii)
     any other event shall occur or condition shall exist under any agreement
     or instrument relating to any such Debt as specified in clause (i) and
     shall continue after the applicable grace period, if any, specified in
     such agreement or instrument, if the effect of such event or condition is
     to accelerate, or to permit the acceleration of, the maturity of such Debt
     as specified in clause (i) or otherwise to cause, or to permit the holder
     thereof to cause, such Debt as specified in clause (i) to mature; or any
     such Debt as specified in clause (i) shall be declared to be due and
     payable or is then required to be prepaid or redeemed (other than by a
     regularly scheduled required prepayment or redemption), purchased or
     defeased, or an offer to prepay, redeem, purchase or defease such Debt as
     specified in clause (i) shall be then required to be made, in each case
     prior to the stated maturity thereof; or

          (f) any Loan Party or any Material Subsidiary shall generally not pay
     its debts as such debts become due, or shall admit in writing its
     inability to pay its debts generally, or shall make a general assignment
     for the benefit of creditors; or any proceeding shall be instituted by or
     against any Loan Party or any Material Subsidiary seeking to adjudicate it
     a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or
     composition of it or its debts under any law relating to bankruptcy,
     insolvency or reorganization


<PAGE>


                                      63

     or relief of debtors, or seeking the entry of an order for relief or the
     appointment of a receiver, trustee, or other similar official for it or
     for any substantial part of its property and, in the case of any such
     proceeding instituted against it (but not instituted by it) that is being
     diligently contested by it in good faith, either such proceeding shall
     remain undismissed or unstayed for a period of 45 days or any of the
     actions sought in such proceeding (including, without limitation, the
     entry of an order for relief against, or the appointment of a receiver,
     trustee, custodian or other similar official for, it or any substantial
     part of its property) shall occur; or any Loan Party or any Material
     Subsidiary shall take any corporate action to authorize any of the actions
     set forth above in this subsection (f); or

          (g) any judgment or order for the payment of money in excess of
     $10,000,000 shall be rendered against any Loan Party or any Material
     Subsidiary and either (i) enforcement proceedings shall have been
     commenced by any creditor upon such judgment or order or (ii) there shall
     be any period of 15 consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise, shall
     not be in effect, provided, however, that any judgment or order shall not
     give rise to an Event of Default if and for so long as (A) the amount of
     such judgment or order which remains unsatisfied is covered by a valid and
     binding insurance policy issued by an insurer rated at least "A" by A.M.
     Best and covering full payment thereof and (B) such insurer has been
     notified, and has not disputed the claim made for payment, of the amount
     of such judgment or order; or

          (h) any non-monetary judgment or order shall be rendered against any
     Loan Party or any Material Subsidiary that could be reasonably likely to
     have a Material Adverse Effect, and there shall be any period of 15
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     or

          (i) any provision of any Transaction Document, after delivery thereof
     pursuant to Section 4.01 or 6.01(j), shall for any reason cease to be
     valid and binding on or enforceable against any Loan Party party thereto,
     or any such Loan Party shall so state in writing; or

          (j) any Collateral Document after delivery thereof pursuant to
     Section 4.01 or 6.01(j) shall for any reason (other than pursuant to the
     terms thereof or solely as a result of failure by either Collateral
     Trustee to possess any such Collateral) cease to create a valid and
     perfected first priority lien on and security interest in any material
     portion of the Collateral purported to be covered thereby; or

          (k) any ERISA Event shall have occurred with respect to a Plan and
     the sum (determined as of the date of occurrence of such ERISA Event) of
     the Insufficiency of such Plan and the Insufficiency of any and all other
     Plans with respect to which an ERISA Event shall have occurred and then
     exist (or the liability of the Loan Parties and the ERISA Affiliates
     related to such ERISA Event) exceeds $10,000,000; or

          (l) any Loan Party or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that it has incurred Withdrawal
     Liability to such Multiemployer Plan in an amount that, when aggregated
     with all other amounts required to be paid to Multiemployer Plans by the
     Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined
     as of the date of such notification), exceeds $10,000,000 or requires
     payments exceeding $5,000,000 per annum;

          (m) any Loan Party or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
     reorganization or is being terminated,



<PAGE>


                                      64

     within the meaning of Title IV of ERISA, and as a result of such
     reorganization or termination the aggregate annual contributions of the
     Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are
     then in reorganization or being terminated have been or will be increased
     over the amounts contributed to such Multiemployer Plans for the plan
     years of such Multiemployer Plans immediately preceding the plan year in
     which such reorganization or termination occurs by an amount exceeding
     $10,000,000; or

          (n) a Change of Control shall occur;

then, and in any such event, the Debt Coordinator (i) shall at the request, or
may with the consent, of the Majority Banks, by notice to the Loan Parties,
declare all commitments and Obligations of each Bank hereunder and under the
Bank Facilities to make Loans, issue Letters of Credit or bankers' acceptances
or make other credit extensions (other than reimbursements to other Banks in
respect of Loans and drawn Letters of Credit and bankers' acceptances) to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Majority Banks, (A) by notice to the
Loan Parties, declare all Loans, all interest thereon and all other amounts
payable under the Bank Facilities and the Credit Documents to be forthwith due
and payable, whereupon the Loans, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by all
of the Loan Parties, (B) by notice to each party required under the terms of
any agreement in support of which a Letter of Credit or bankers' acceptance is
issued, request that all Obligations under such agreement be declared to be due
and payable and (C) by notice to each applicable Letter of Credit and bankers'
acceptance issuing bank, direct such issuing bank to deliver a "default
termination notice" (or similar notice) to the beneficiary of each Letter of
Credit or bankers' acceptance issued by it, and such issuing bank shall deliver
such default termination notices (or similar notices); provided that in the
event of an actual or deemed entry of an order for relief with respect to any
Loan Party under the Federal Bankruptcy Code (a "Bankruptcy Event"), (x) the
commitments of each Bank and the obligation of each Bank to make Loans, issue
Letter of Credit, bankers' acceptance or other credit extensions under the Bank
Facilities (other than reimbursements to other Banks in respect of drawn
Letters of Credit and bankers' acceptances) shall automatically be terminated
and (y) all Loans under all Bank Facilities, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by all Loan Parties.

                                 ARTICLE VIII

                       GUARANTIES, COLLATERAL AND CLAIMS

     SECTION 8.01 Guaranties and Liens. Each Loan Party hereby agrees and
covenants that, at all times, all Bank Facilities shall be entitled to the
benefits of and shall benefit equally from each USI Bank Debt Guaranty and the
Collateral, that the Rexair Banks shall be entitled to the benefits of and
shall benefit equally from each Rexair Bank Debt Guaranty and the Rexair
Collateral, and the Banks shall have a Lien on the Rexair Collateral second
only to the Rexair Collateral Lien.

     SECTION 8.02 Subrogation and Waiver. (a) Each Loan Party that is a
guarantor under any USI Bank Debt Guaranty (including any Non-Shared Guaranty)
or any Rexair Bank Debt Guaranty (a "Guarantor") or a grantor or pledgor with
respect to any of the Collateral (a "Collateral Grantor") hereby
unconditionally and irrevocably agrees not to exercise any rights that it may
now have or hereafter acquire, as such Guarantor or Collateral Grantor, against
any other Loan Party or any other insider Guarantor or Collateral Grantor that
have arisen or may arise from the existence, payment, performance or
enforcement of such Loan Party's Obligations, as a Guarantor or Collateral
Grantor of the Obligations, under or in respect of any Bank Facility or Credit
Document, including, without limitation, any right of


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                                      65

subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of any secured or guaranteed
creditor against any other Loan Party or any other insider Guarantor or
Collateral Grantor or any collateral securing any of the guaranteed or secured
Obligations, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right
to take or receive from any other Loan Party or any other insider Guarantor or
Collateral Grantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim,
remedy or right, unless and until all of the Bank Exposure shall have been paid
in full in cash, and all Commitments in respect thereof shall have expired or
been terminated, and all Letter of Credit and Secured Hedge Agreements shall
have expired or been terminated ("Final Payment").

     (b) If any amount shall be paid to any Loan Party in violation of Section
8.02(a) at any time prior to the Final Payment, then such amount shall be
received and held in trust for the benefit of the Banks, shall be segregated
from other property and funds of the Loan Parties, and shall forthwith be paid
or delivered to the Debt Coordinator in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the
guaranteed or secured Obligations and all other amounts payable under the
Credit Documents, whether matured or unmatured, in accordance with the terms of
the Credit Agreement and such Loan Documents, or to be held as collateral for
any such Obligations or other amounts payable under the Credit Agreement or
other Loan Documents thereafter arising.

     (c) If any Loan Party, as a Guarantor or Collateral Grantor (and not as an
Obligor), makes directly or indirectly any payment to any Bank of all or any
part of any guaranteed or secured Obligations, and the Final Payment shall have
occurred, then such Loan Party shall be expressly subrogated to the rights of
the payee Bank under the applicable Credit Documents and such Bank will, at
such Loan Party's request and expense, execute and deliver to such Loan Party
appropriate documents, without recourse and without representation or warranty,
necessary to evidence such subrogation, transfer or assignment to such Loan
Party of an interest in the guaranteed or secured Obligations resulting from
such payment made by such Loan Party as Guarantor or Collateral Grantor,
pursuant to the Credit Agreement or other Loan Document.

     (d) Each such Loan Party further agrees that its obligations, as a
Guarantor or Collateral Grantor, under the Credit Documents and this Section
8.01 are without claim, offset, counterclaim or defense of any kind and such
obligations remain continuing obligations of such Loan Party until paid in
full, including any attorney's fees and costs incurred by the Agent and in
connection with the enforcement of any the Credit Documents and other
Transaction Documents.

     SECTION 8.03 Release of Claims. As of the date hereof, each of the
undersigned Loan Parties hereby acknowledges and agrees, for itself and for
each of its Subsidiaries, that it does not have any defenses, counterclaims,
offsets, cross-complaints, claims or demands of any kind or nature whatsoever
that can be asserted to reduce or eliminate all or any part of the obligation
of any Loan Party to pay any amounts owed in respect of any Bank Exposure under
this Agreement or any other Amendment Document, Credit Document or Transaction
Document or otherwise, or to seek affirmative relief or damages of any kind or
nature from any of the following (each a "Bank Party"): the Debt Coordinator,
the Agents, arrangers, book managers or syndication agents under any of the
Bank Facilities, the Collateral Trustees, the Rexair Collateral Agent, and the
Banks (including in their capacities as Issuers of Letters of Credit). Each of
the undersigned Loan Parties, for itself and for each of its Subsidiaries,
hereby voluntarily and knowingly releases and forever discharges each Bank
Party and each of its Affiliates, officers, employees, agents, representatives,
successors and assigns (each, a "Bank Related Person"), from all possible
claims, actions, demands, causes of action, damages, costs, or expenses, and
liabilities whatsoever, known or unknown, anticipated or unanticipated,
suspected or unsuspected, fixed, contingent, or conditional, at law or in
equity, originating in whole or in part on or before the date hereof,


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                                      66

which each or any Loan Party may now or hereafter have against any Bank Party
or Bank Related Person, if any, and irrespective of whether any such claims
arise out of contract, tort, violation of law or regulations, or otherwise,
including, without limitation, the exercise of any rights and remedies under
this Agreement or any other Amendment Document, Credit Document or Transaction
Document, or the negotiation and execution of this Agreement or any such other
document.

     SECTION 8.04 Additional Guarantees and Collateral. Each Loan Party hereby
agrees to provide, and to cause its respective Subsidiaries to provide, such
additional guarantees and/or collateral (to the extent the granting thereof
would not violate any existing contractual obligation or applicable law) as may
from time to time be requested in accordance with Section 6.01(j) and (k).

     SECTION 8.05 Cash Collateral. Any cash or Permitted Cash Equivalents
applied as a Letter of Credit Collateralization, an Unfunded Commitment
Reduction or a Permanent Reduction of the Notes, shall at all times be
deposited in segregated controlled accounts, including, in the case amounts to
be applied to the Permanent Reduction of the Notes, a Notes Escrow Account, in
each case, maintained at the Debt Coordinator subject to the Senior Debt Lien
and the control of the Collateral Trustees pursuant to a control agreement
acceptable to the Collateral Trustees and the Debt Coordinator (each a "Cash
Collateral Account"), provided that the rights of all other Senior Debt shall
be subordinated to the prior rights of the holders of such Senior Debt for
whose benefit such deposit was made. In the absence of a default, utilization
of any interest and other earnings on such Cash Collateral Accounts, and
utilization of cash and Cash Equivalents on deposit in any such Cash Collateral
Account containing only amounts applied to Unfunded Commitment Reductions,
shall be governed by Section 3.04(b).

     SECTION 8.06 Release of Lien in Connection with Asset Dispositions. In the
absence of a Default (other than a Default that is fully cured by the relevant
disposition and application of proceeds thereof), upon the application of the
Rexair Proceeds, the Shared Collateral Proceeds and the Non-Shared Proceeds of
any permitted Asset Disposition that are subject to the Rexair Debt Lien, the
Shared Collateral Lien and/or the Non-Shared Lien to the Permanent Reduction of
Senior Debt Exposure as provided herein, the Steering Committee Majority shall
direct the Collateral Trustees and, as applicable, the Rexair Collateral Agent
to release the assets so disposed (but, not the proceeds thereof) from the
Rexair Debt Lien, the Shared Collateral Lien and/or the Non-Shared Lien as
applicable, and, if such Asset Disposition consists of the sale of the capital
stock, or all or substantially all of the assets, of a Guarantor, such
Guarantor shall automatically be released from the Guaranties; provided that
(a)(i) at least 10 Business Days prior to the closing of such Asset
Disposition, each of the Banks are provided with a certificate (the "Initial
Certificate") of the Chief Financial Officer of USI, stating the asset or
assets to be sold, the general structure of the transaction (i.e., equity,
assets or a combination of both), the full consideration for the Asset
Disposition proposed to be paid, as of the date of such certification, the
known or estimated amounts and purposes of any then contemplated escrows, and
the estimated transaction costs of the disposition, and (ii) on or before the
date of the closing of the Asset Disposition, each of the Banks are provided
with a further certificate of the Secretary, President or other executive
officer of USI, (A) describing any material modification of the transaction,
(B) stating the actual consideration and transaction costs paid or to be paid,
and the amounts and purposes of any escrows and retained indemnification
obligations, and (C) certifying (1) that the board of directors of USI (or the
independent finance committee thereof) and, if applicable, the board of any
other selling Affiliate, has determined the amount of such consideration, which
shall not be more than 5% less than as described in the Initial Certificate, to
be fair market value, and the transaction costs and any escrows and retained
indemnification obligations to be reasonable and (2) no Default exists other
than a Default that will be fully cured by the relevant Asset Disposition and
application of Net Cash Proceeds thereof; and, provided, further that the
Steering Committee Majority shall not be obligated to, and shall not, authorize
the release of the Senior Debt Lien or the Rexair Debt Lien on any such asset
and such Guarantor shall not be released from the Guaranties, (x) if a Default
has occurred and is continuing or would occur as a result of


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                                      67

the Asset Disposition, other than a Default that shall be and is fully cured by
the Asset Disposition and the application of the Net Cash Proceeds thereof, or
(y) if the Asset Disposition is anticipated to yield Net Cash Proceeds in
excess of $150,000,000 and the Majority Banks shall have instructed the
Steering Committee in writing, no later than 5 Business Days prior to the date
for the closing of such Asset Disposition as stated in the Initial Certificate,
not to release the Lien because they have determined that the requirements for
such release as set forth in this Section 8.06 have not been satisfied or that
a Default has occurred and is continuing or would occur as a result of the
Asset Disposition, other than a Default that shall be and is fully cured by the
Asset Disposition and the application of the Net Cash Proceeds thereof, and (b)
in addition, in the case of any and all assets subject to the Rexair Debt Lien,
unless prior to or simultaneously with such disposition all Bank Exposure under
the Rexair Credit Agreement is repaid and on all commitments thereunder
terminated, the consent of each Rexair Bank.

                                  ARTICLE IX

                    DEBT COORDINATOR AND STEERING COMMITTEE

     SECTION 9.01 Appointments and Authorizations. (a) Each of the Banks hereby
irrevocably appoints Bank of America, N.A., as "Debt Coordinator", and hereby
further irrevocably appoints and constitutes the "Steering Committee", to be
comprised at any time of the Debt Coordinator and the four other
(non-Defaulted) Banks (together with the Debt Coordinator, the "Steering
Committee Members") from time to time willing to serve on such committee that
hold the largest Pro Rata Shares of the Total Principal Exposure of all Banks
under all Bank Facilities taken as a whole, provided that, if at any time any
of the otherwise qualifying Banks is unwilling to serve on, or resigns from,
the Steering Committee, the Bank holding the next largest Pro Rata Share will
be invited to join and, if willing to serve, is hereby so appointed as a
Steering Committee Member, so that, at all times, the Steering Committee shall
be comprised of the five Banks with the largest Pro Rata Shares willing to
serve. The term "Steering Committee Majority" means the Debt Coordinator and
any two other Steering Committee Members, except that in the case of
determinations relating to Section 6.02(e)(iv) the term shall also mean any
four members of the Steering Committee.

     (b) The Debt Coordinator, is hereby authorized and empowered (i) to
exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Transaction Document, together with
such powers as are reasonably incidental thereto, and (ii) without limiting the
generality of the foregoing, to exercise all of the rights and powers of the
Agents existing prior to the Effective Date under the Credit Documents,
including all such rights and powers under any and all Credit Documents and
other Transaction Documents, including, without limitation, the rights and
powers of any such Agent in its capacity as Required Representative or
otherwise under the USI Collateral Trust Agreement and other Collateral
Documents, subject, in the case of clauses (i) and (ii) above, to the further
consent of any or all of the Banks as may be required by the other provisions
of this Agreement. The Steering Committee and each Steering Committee Member is
hereby authorized and empowered to exercise such powers, together with such
powers as are reasonably incidental thereto.

     (c) In the exercise of such rights and powers, each of the Debt
Coordinator and the other Steering Committee Members shall be entitled to all
rights, privileges, indemnities, limitations on liability, exculpatory
provisions, releases, notice or lack of notice requirements, rights to rely and
other provisions protective of the Agents, or any of them in any capacity,
under each of the Credit Agreements and all other Credit Documents, Amendment
Documents and other Transaction Documents, including, without limitation, those
set forth in this Article, Article XI of the USI Credit Agreement, Section 12
of the Rexair Credit Agreement, Article VII of the USI Collateral Trust
Agreement, Section 16 of the USI Pledge and Security Agreement, Section 11 of
the Rexair Pledge Agreement, and Article VIII of the Rexair Security Agreement,
in each case as if set forth and restated in its entirety herein and as if


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                                      68

applicable to any actions (or inactions) hereby authorized under or in respect
of any or all of the Credit Documents, Amendment Documents or other Transaction
Documents.

     (d) Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Transaction Document, neither the Debt
Coordinator nor any Steering Committee Member, in its capacity as Debt
Coordinator or Steering Committee Member, shall have any duties, obligations or
responsibilities, except those expressly set forth herein, nor shall the Debt
Coordinator, the Steering Committee or any Steering Committee Member have or be
deemed to have any fiduciary relationship of any kind with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Documents or
Transaction Document, or otherwise exist, against the Debt Coordinator or the
Steering Committee.

     SECTION 9.02 Delegation of Duties. Each of the Debt Coordinator and the
Steering Committee may execute any of its duties under this Agreement or any
other Credit Document or Transaction Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Neither the Debt Coordinator nor the
Steering Committee shall be responsible for the negligence or misconduct of any
agent or attorney-in-fact that it selects with reasonable care.

     SECTION 9.03 Liability. None of the Debt Coordinator, any Steering
Committee Member, their Affiliates or any of their officers, directors,
employees, agents or attorneys-in-fact (collectively, the "Steering Committee
Related Persons") 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
Transaction Document (except for their own gross negligence or willful
misconduct), or (b) be responsible in any manner to any of the Banks for any
recital, statement, representation or warranty made by the Loan Parties or any
Subsidiary or Affiliate thereof, or any officer thereof, contained in this
Agreement or in any other Transaction Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Debt Coordinator or Steering Committee Member under or in connection with, this
Agreement or any other Transaction Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
Transaction Document, or for any failure of any of the Loan Parties or any
other party to any Transaction Document or Credit Document to perform its
obligations hereunder or thereunder. No Steering Committee Related Person shall
be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Transaction Document, or to inspect the
properties, books or records of any of the Loan Parties.

     SECTION 9.04 Reliance. The Banks agree that the Debt Coordinator and each
Steering Committee Member shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, e-mail or other electronic
transmission, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Debt Coordinator),
independent accountants and other experts selected by the Debt Coordinator or
the Steering Committee, as the case may be. The Banks agree that the Debt
Coordinator and the Steering Committee Majority shall be fully justified in
failing or refusing to take any action under this Agreement or any other
Transaction Document unless it shall first receive such advice or concurrence
of such Banks as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Banks 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 Debt Coordinator and each Steering Committee Member shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Transaction Document in accordance with a request
or consent of the Majority Banks or, as may be required by other provisions of
this Agreement,


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                                      69

certain or all of the Banks, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all of the Banks.

     SECTION 9.05 Notice of Default. Neither the Debt Coordinator nor any
Steering Committee Member shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, except with respect to defaults
in the payment of principal, interest and fees required to be paid to the Debt
Coordinator for the account of the Banks unless the Debt Coordinator shall have
received written notice from a Bank or the Loan Parties referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Debt Coordinator
receives such a notice, the Debt Coordinator shall give notice thereof to the
Banks. The Debt Coordinator shall take such action with respect to such Default
or Event of Default as shall be requested by or with the consent of the
Majority Banks in accordance with Article X; provided, however, that unless and
until the Debt Coordinator shall have received any such request or consent, the
Debt Coordinator may (but shall not be obligated to) take such action (other
than any action under Article 7), or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem (in its sole
discretion) advisable or in the best interest of the Banks.

     SECTION 9.06 Credit Decision. Each Bank expressly acknowledges that none
of the Steering Committee Related Persons has made any representation or
warranty to it and that no act by the Debt Coordinator, the Steering Committee
or any Steering Committee Member hereinafter taken, including any review of the
affairs of the Loan Parties, shall be deemed to constitute any representation
or warranty by the Debt Coordinator, the Steering Committee or any Steering
Committee Member to any Bank. Each Bank represents to the Debt Coordinator, the
Steering Committee and each Steering Committee Member that it has,
independently and without reliance upon the Debt Coordinator, the Steering
Committee or any Steering Committee Member, 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 all applicable
bank regulatory laws relating to the transactions contemplated thereby, and
made its own decision to enter into this Agreement and extend credit to the
Loan Parties hereunder. Each Bank also represents that it will, independently
and without reliance upon the Debt Coordinator, the Steering Committee or any
Steering Committee Member 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 Transaction 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 Loan
Parties. Except for notices, reports and other documents expressly herein
required to be furnished to the Banks by the Debt Coordinator or the Steering
Committee, neither the Debt Coordinator, nor the Steering Committee, nor any
Steering Committee Member shall have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of the
Loan Parties which may come into the possession of any of the Steering
Committee Related Persons.

     SECTION 9.07 Indemnification. Whether or not the transactions contemplated
hereby shall be consummated, the Banks shall indemnify, upon demand, each of
the Steering Committee Related Persons (to the extent not reimbursed by or on
behalf of the Loan Parties and without limiting the obligation of the Loan
Parties to do so), ratably from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements of any kind whatsoever which may at any time
(including at any time following the expiration of the Independent L/Cs and the
repayment of the Loans and the termination or resignation of the Debt
Coordinator) be imposed on, incurred by or asserted against any such Person in
any way relating to or arising out of this Agreement, any other Transaction
Document or any document contemplated by or referred to herein or


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                                      70

therein or the transactions contemplated hereby or thereby or any action taken
or omitted by any such Person under or in connection with any of the foregoing;
provided, however, that no Bank shall be liable for the payment to any of the
Steering Committee Related Persons of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Bank shall reimburse the Debt Coordinator, the Steering Committee and each
Steering Committee Member, as the case may be, upon demand for its ratable
share of any costs or out-of-pocket expenses (including attorney's fees)
incurred by the Debt Coordinator, the Steering Committee or such Steering
Committee Member in connection with the 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 Transaction Document, or any document contemplated by or
referred to herein to the extent that such Debt Coordinator, the Steering
Committee or Steering Committee Member is not reimbursed for such expenses by
or on behalf of the Loan Parties. Without limiting the generality of the
foregoing, if the Internal Revenue Service or any other governmental authority
of the United States or other jurisdiction asserts a claim that the Debt
Coordinator did not properly withhold tax from amounts paid to or for the
account of any Bank (because the appropriate form was not delivered, was not
properly executed, or because such Bank failed to notify the Debt Coordinator
of a change in circumstances which rendered the exemption from, or reduction
of, withholding tax ineffective, or for any other reason), such Bank shall
indemnify the Debt Coordinator fully for all amounts paid as a result thereof,
directly or indirectly, by the Debt Coordinator as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Debt Coordinator under this Section 9.07, together
with all costs and expenses (including attorney's fees). The obligation of the
Banks in this Section 9.07 shall survive the payment of all Obligations
hereunder.

     SECTION 9.08 Debt Coordinator and Steering Committee Members, in their
Individual Capacities. Bank of America and its Affiliates, and each other
Steering Committee Member 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 or other
business with the Loan Parties as though Bank of America or such other Steering
Committee Member were not the Debt Coordinator or a Steering Committee Member
hereunder and without notice to or consent of the Banks. With respect to its
Loans, participations in Letters of Credit and issuances of Independent L/Cs,
the Bank of America and any other Steering Committee Member shall have the same
rights and powers under this Agreement and the other Transaction Documents as
any other Bank and may exercise the same as though it were not the Debt
Coordinator or a Steering Committee Member, and the terms "Bank" and "Banks"
shall include Bank of America and each other Steering Committee Member in its
individual capacity.

     SECTION 9.09 Successor Debt Coordinator or Steering Committee Member. (a)
The Debt Coordinator or any other Steering Committee Member may resign as Debt
Coordinator and/or Steering Committee Member, as applicable, upon 30 days'
notice to the Banks and the Loan Parties, and any Steering Committee Member
whose Pro Rata Share no longer qualifies it to sit on the Steering Committee
shall, upon losing such qualification, be deemed removed from the Steering
Committee.

     (b) If a Steering Committee Member (including the Debt Coordinator)
resigns from the Steering Committee or is deemed removed pursuant to the clause
(a), the position shall be offered to the Bank holding the next largest Pro
Rata Share of Bank Exposure willing to serve and, upon acceptance by such Bank,
such Bank shall thenceforth and without further action required be and be
deemed the duly authorized and empowered replacement Steering Committee Member
in place of the resigning or disqualified member, entitled to all of the
rights, privileges and protections afforded a Steering Committee Member
hereunder, effective upon the effectiveness of such resignation or
disqualification.


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                                      71

     (c) If the Debt Coordinator should resign, the Steering Committee (or any
three (3) members thereof) shall appoint a successor Debt Coordinator, subject
to the approval of the Majority Banks if no Event of Default has occurred and
is continuing, such approval not to be unreasonably withheld or delayed. If no
successor agent is appointed prior to the effective date of the resignation of
the Debt Coordinator, the Debt Coordinator may appoint, after consulting with
the Steering Committee and subject to the approval of the Majority Banks if no
Event of Default has occurred and is continuing, such approval not to be
unreasonably withheld or delayed, a successor agent from among the Banks or any
Affiliate. Any successor Debt Coordinator appointed under this Section 9.09
shall be a commercial bank organized under the laws of the United States or any
State thereof, and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of, and shall be entitled to all of the rights, privileges and
protections afforded, of the retiring Debt Coordinator and the term "Debt
Coordinator" shall mean such successor agent and the retiring Debt
Coordinator's appointment, powers and duties as Debt Coordinator shall be
terminated. After any retiring Debt Coordinator's resignation hereunder as Debt
Coordinator, the provisions of this Article IX shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Debt Coordinator
under this Agreement. If no successor agent has accepted appointment as Debt
Coordinator by the date which is 30 days following a retiring Debt
Coordinator's notice of resignation, the retiring Debt Coordinator's
resignation shall nevertheless thereupon become effective and the Steering
Committee (or any three members thereof) shall perform all of the duties of the
Debt Coordinator hereunder until such time, if any, as a successor Debt
Coordinator is appointed as provided for above.

     SECTION 9.10 Arrangers, Syndication Agents and Others. None of the
Arrangers under either of the 5-Year Credit Agreement or the 364-Day Credit
Agreement, nor the Joint Lead Arrangers, Joint Book Manager or Syndication
Agent under the Rexair Credit Agreement, nor any Person at any time functioning
in a like capacity under any of the Bank Facilities, shall, in such capacity,
have any duties or responsibilities, or shall incur any obligations or
liabilities, under this Agreement. Each Bank acknowledges that it has not
relied, and will not rely, on any such Person in deciding to enter into this
Agreement.

                                   ARTICLE X

                           INTERCREDITOR ARRANGEMENTS

     SECTION 10.01 Voting and Consents. (a) Amendments and Waivers, Generally.
Except as otherwise specifically provided in this Section 10.01 or elsewhere in
this Agreement, any amendment or waiver of any of the provisions hereof must be
in writing and signed or consented to by the Majority Banks (and in the case of
an amendment, USI) and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given, it being
understood and agreed that, except as otherwise expressly provided in this
Section 10.01, any amendment or waiver subject to any of the provisions of this
Section 10.01 may only be effected pursuant to the provisions of this Section
10.01 in lieu of any amendment provisions specified in any applicable Bank
Facility and, if so effected, shall be deemed approved for and shall be binding
upon all Banks and Bank Facilities. On all matters requiring the vote or
consent of the Banks, all Banks shall vote as a single class with each Bank's
vote being equal at any time to its Pro Rata Share of the Total Principal
Exposure of all Banks under all Bank Facilities taken as a whole, the holders
of a majority of such Total Principal Exposure of all Banks shall constitute
the "Majority Banks", and the actions of the Majority Banks shall be binding on
each of the Banks.

     (b) Actions Requiring all Banks. Without the written consent or approval
of each Bank, (and in the case of an amendment, USI) no amendment or waiver of
any provision of this Agreement or of


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                                      72

any Amendment Document, or of any Credit Document or other Transaction Document
may do any of the following:

          (i) reduce, other than on a Pro Rata basis in accordance with the
     provisions of this Agreement, the commitments of any Banks under any of
     the Bank Facilities (except in the case of any application of Rexair
     Proceeds, which amounts shall be applied Pro Rata solely among the Rexair
     Banks),

          (ii) amend or waive the provisions of this Article X, or

          (iii) change any matters expressly delegated to the Debt Coordinator
     and/or the Steering Committee pursuant to Article IX or any other
     provision of this Agreement, and with respect to such matters, the actions
     and decisions of the Debt Coordinator and the Steering Committee Majority
     shall be binding on each of the Banks.

     (c) Certain Rexair Related Matters. So long as any Rexair Bank Exposure
remains outstanding, or any commitments with respect thereto have not been
terminated, no amendment, waiver or consent shall, unless in writing and signed
by:

          (i) except as provided in Section 8.06(b), all of the Rexair Banks
     (other than any such Bank that is, at such time, a Defaulting Bank), to
     permit or consent to (A) the release of all or substantially all of the
     Rexair Debt Collateral from the Rexair Debt Lien, or (B) the release of
     all or substantially all of the aggregate value of the benefits
     collectively available to the Rexair Banks under any of the Rexair Bank
     Debt Guaranties,

          (ii) the Rexair Banks holding the majority of the Total Principal
     Exposure under the Rexair Facility (the "Rexair Bank Majority") (not
     including any Defaulting Bank at such time), to permit or consent to (A)
     except as provided in Section 8.06(b), any release of assets consisting of
     less than all or substantially all of the Rexair Collateral from the
     Rexair Debt Lien, (B) any transfers of assets (other than Excepted Assets)
     to any other Person (other than to any Loan Party that is not a Rexair
     Obligor) or (C) any amendment or waiver of any provision of Section
     6.01(r),

          (iii) the Rexair Banks holding two-thirds of the Total Principal
     Exposure under the Rexair Facility, to permit or consent to any transfers
     of assets (other than Excepted Assets) from any of the Rexair Obligors to
     any Loan Party that is not a Rexair Obligor, or

          (iv) the USI Banks holding two-thirds of the Total Principal Exposure
     under the USI Bank Facilities, to permit or consent to any Investment in,
     or asset transfer from any Loan Party that is not a Rexair Obligor to, any
     of the Rexair Obligors.

     (d) Matters Requiring Consent of Each Affected Bank. No amendment, waiver
or consent shall, unless in writing and signed by each affected Bank (other
than any Bank that is, at such time, a Defaulting Bank) (and in the case of an
amendment, USI), do any of the following at any time:

          (i) release or agree to release all or substantially all of the
     Collateral in any transaction or series of related transactions,

          (ii) release or agree to release all or substantially all of the
     aggregate value of the benefits collectively available to the Banks under
     any of the USI Bank Debt Guaranties,

          (iii) increase the commitments of such Bank under any Bank Facility,


<PAGE>


                                      73

          (iv) limit the liability of any Loan Party under any of the Credit
     Documents,

          (v) reduce, other than on a Pro Rata basis and in accordance with the
     terms hereof, the commitments of the Banks, obligors or other credit
     extension providers under any of the Bank Facilities or the principal (or,
     in the case of letters of credit and acceptances, stated amount and face
     amount, respectively) of, or interest on, or any fees or other amounts
     payable with respect to any Credit Extension under any Bank Facility,

          (vi) postpone any date fixed for any payment or permanent reduction
     of principal (or, in the case of Letters of Credit and bankers'
     acceptances, stated amount and face amount, respectively or Letter of
     Credit Collateralization) of, or interest on, or any fees or other amounts
     payable with respect to any Credit Extension under any Bank Facility or
     postpone any date for any Permanent Reduction required hereunder, or

          (vii) during the continuance of any Default under Section 7.01 with
     respect to any amount owing to such Bank, waive as to a requested Credit
     Extension from such Bank, the condition precedent in Section 4.02(b).

     (e) Amendments and Consents Requiring Consent of Specific Banks. No
amendment, waiver or consent shall, unless in writing and signed by the
Majority Banks (not to include any Bank that is, at such time, a Defaulting
Bank) (and in the case of an amendment, USI) and:

          (i) the Debt Coordinator, modify any provision of Article IX
     applicable to the Debt Coordinator or any of the Agents, or any other
     provision of any Credit Document, Amendment Document or other Transaction
     Document applicable to the Debt Coordinator or any of the Agents,

          (ii) the Issuing Bank under any Bank Facility, modify any provision
     of such Bank Facility applicable to such Issuing Bank,

          (iii) the Swingline Bank under any Bank Facility, modify any
     provision of such Bank Facility applicable to such Swingline Bank,

          (iv) the Collateral Trustees, modify any provision of the USI
     Collateral Documents applicable to the Collateral Trustees, or

          (v) the Rexair Collateral Agent, modify any provision of the Rexair
     Collateral Documents applicable to the Rexair Collateral Agent.

     (f) Notices. Each Bank agrees that it will (or will instruct its
representative or agent under each Bank Facility to which it is a party, as
applicable, to) provide notice to the Debt Coordinator of any proposed
amendment or waiver under any such Bank Facility. If the Debt Coordinator makes
a determination that any of the elements of the type specified in any of the
foregoing clauses (a) through (e) are present in such proposed amendment or
waiver, it will deliver such proposed amendment or waiver to all of the Banks
entitled to vote on or give its consent to such matter.

     SECTION 10.02 Defaults; Standstill. (a) If a default or event of default
shall occur under any Bank Facility (a "Defaulted Bank Facility"), (i) each
Bank party thereto agrees that it will (or will instruct its representative or
agent under such Defaulted Bank Facility to which it is a party, as applicable,
to) promptly notify the Debt Coordinator, and the Debt Coordinator will
promptly notify all Banks under all of the Bank Facilities, the Collateral
Trustees and the Rexair Collateral Agent and (ii)


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                                      74

from the Effective Date until the earlier of (1) the Maturity Date and (2) a
Bankruptcy Event, (A) each Bank, upon the occurrence and during the continuance
of an Event of Default under any Bank Facility to which it is a party, agrees
that it will refrain from exercising any right, remedy or power available to it
(including, without limitation, rights of set-off (whether or not a default or
event of default shall have occurred) or acceleration and the right to reduce
or terminate commitments), and (B) each Bank agrees that it will refrain from
directing any of the Agents, the Collateral Trustees, the Rexair Collateral
Agent, the Debt Coordinator or any other Person from taking any such action
(including making claims under any guaranty) under such Defaulted Bank Facility
or any applicable Credit Documents or applicable law related thereto, in either
case, unless authorized to do so by the Majority Banks, acting through the Debt
Coordinator. EACH OF THE BANKS ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO
ANY COLLATERAL, IT SHALL HAVE NO RIGHT TO INDIVIDUALLY DIRECT THE COLLATERAL
TRUSTEES, THE REXAIR COLLATERAL AGENT, THE DEBT COORDINATOR, ANY OF THE AGENTS,
THE STEERING COMMITTEE OR ANY OTHER PERSON TO TAKE OR REFRAIN FROM TAKING ANY
ACTION HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY BANK
FACILITY OR UNDER APPLICABLE LAW, AND THAT ALL RIGHTS WITH RESPECT TO THE
COLLATERAL SHALL BE VESTED SOLELY IN THE BANKS ACTING THROUGH THE COLLATERAL
TRUSTEES OR THE REXAIR BANKS ACTING THROUGH THE REXAIR COLLATERAL AGENT (IN
EACH CASE, AS INSTRUCTED BY THE DEBT COORDINATOR) AND OTHERWISE IN ACCORDANCE
WITH THIS AGREEMENT.

     (b) In case the Debt Coordinator, the Collateral Trustee or the Rexair
Collateral Agent shall have proceeded to enforce any right, remedy or power
under this Agreement or the other Transaction Documents and the proceeding for
the enforcement thereof shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Debt Coordinator, the
Collateral Trustee or the Rexair Collateral Agent, then and in every such case
each Bank shall, subject to any effect of or determination in such proceeding,
severally and respectively be restored to their former positions and rights
hereunder and under the other Transaction Documents with respect to the
Collateral and in all other respects.

     SECTION 10.03 Other Actions. At the Loan Parties' cost, each Bank will
make, execute, endorse, acknowledge, file and/or deliver to the Collateral
Trustees and/or the Rexair Collateral Agent from time to time such powers of
attorney (in form satisfactory to such Bank), documents, and other assurances
or instruments and take such further steps relating to the Collateral as the
Debt Coordinator may reasonably require to preserve or protect the security
interests in the Collateral granted pursuant to the Transaction Documents.

     SECTION 10.04 Sharing of Non-Ratable Proceeds. If, upon or after (i) the
occurrence of a Bankruptcy Event or the Maturity Date, or (ii) any acceleration
of Bank Debt, any Bank shall have obtained, whether through payments,
prepayments, application of setoff, loss of Letter of Credit Collateralization
by any Independent L/C Issuer or any Issuing Bank or otherwise (other than
payments of amounts described in Sections 3.05(b)(ii), 3.05(c)(ii), 3.06 and
3.07(b) above, "Rexair Proceeds"), payment in respect of its Total Principal
Exposure, in excess of its Pro Rata Share (in the determination of the Debt
Coordinator), such Bank shall forthwith purchase from the other Banks such
interests or participating interests in the Obligations due and payable or
owing to them, as the case may be, as shall be necessary to cause such
purchasing Bank to share the excess payment Pro Rata with each of them;
provided that if all or any portion of such excess payment is thereafter
recovered from such purchasing Bank, such purchase from each other Bank shall
be rescinded and such other Bank shall repay to the purchasing Bank the
purchase price to the extent of such Bank's Pro Rata Share of such recovery.
The Loan Parties agree that any Bank so purchasing an interest or participating
interest from another Bank pursuant to this Section 10.04 may, to the fullest
extent permitted by law, exercise all its rights of


<PAGE>


                                      75

payment (including, without limitation, the right of setoff) with respect to
such interest or participating interest, as the case may be, as fully as if
such Bank were the direct creditor of the respective Loan Parties in the amount
of such interest or participating interest, as the case may be. The receipt by
any Rexair Bank of any payments referred to in Sections 3.05(b)(ii),
3.05(c)(ii), 3.06 and 3.07(b) and shall be subject to ratable sharing
provisions of Section 13.06 of the Rexair Credit Agreement.

                                  ARTICLE XI

                                 MISCELLANEOUS

     SECTION 11.01 Notices, Etc. All notices, requests and other communications
provided for hereunder shall be in writing (which term includes facsimile) and
shall be effective (A) when delivered to such party at its address set forth in
the signature block of such party on the signature page hereto (or such other
address as shall be designated by such party in a written notice to USI and the
Debt Coordinator), (B) when transmitted to such party by facsimile addressed to
it at its facsimile number set forth in the signature block of such party on
the signature page hereto (or such other address as shall be designated by such
party in a written notice to USI and the Debt Coordinator), and confirmation of
receipt is received, and (C) 72 hours after being sent to such party by
certified or registered United States mail, addressed to it at its address set
forth in the signature block of such party on the signature page hereto (or
such other address as shall be designated by such party in a written notice to
USI and the Debt Coordinator), with first class or airmail postage prepaid,
provided that any notice of or request for any borrowing, Letter of Credit or
other extension of credit, any notice of default or request for a waiver or
amendment of any provision of any Transaction Document, and any notice of
payment of any Obligation under any Bank Facility, shall not be effective until
received by the Debt Coordinator.

     SECTION 11.02 No Waiver; Remedies. No failure on the part of the Debt
Coordinator, the Rexair Collateral Agent or the Collateral Trustees to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

     SECTION 11.03 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Manual delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

     SECTION 11.04 Binding Effect; Novation. (a) This Agreement shall become
effective when it shall have been executed by the Loan Parties, the Agents, the
Debt Coordinator, the Collateral Trustee, the Rexair Collateral Agent, and the
Banks and thereafter shall be binding upon and inure to their benefit and that
of their respective successors and assigns, except that no Loan Party shall
have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Debt Coordinator.

     (b) To the extent that any of the Bank Facilities contains any provision
that requires the consent of any Loan Party to permit a Bank party to such Bank
Facility to assign all of any part of its rights and obligations under or in
respect of such Bank Facility to any assignee, such requirement shall terminate
upon the occurrence and during the continuance of a Default. Except as provided
in the preceding sentence, all provisions in each Bank Facility with respect to
the assignment of the rights and obligations of any Bank thereunder shall
continue to be in effect.


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                                      76

     SECTION 11.05 Jurisdiction; Process Agent; Judgment Currency; Etc. (a)
Each of the parties hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any of the other Transaction
Documents to which it is a party, or for recognition or enforcement of any
judgment (other than, in any case, with respect to any foreclosure or other
enforcement action with respect to or in any way related to the Collateral
which is reasonably determined by the Debt Coordinator to be advisable to be
brought in a court of local jurisdiction), and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York
State court or, to the extent permitted by law, in such Federal court (or, in
such local court, as aforesaid). Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

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

     (c) If for the purpose of obtaining judgment in any court it is necessary
to convert a sum due hereunder to any party hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent permitted by
law, that the rate of exchange used shall be that at which in accordance with
normal banking procedures such party could purchase the first currency with
such other currency in New York City on the day which is at least two Business
Days prior to the day on which final judgment is rendered.

     (d) To the fullest extent permitted by law, the obligation of any party in
respect of any sum payable hereunder by it to any other party hereunder shall,
notwithstanding any judgment in a currency (the "Judgment Currency") other than
Dollars (the "Agreement Currency"), be discharged only to the extent that on
the Business Day following receipt by such other party of any sum adjudged to
be so due in the Judgment Currency such other party may, in accordance with
normal banking procedures, purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency which could have been so
purchased is less than the sum originally due to such other party in the
Agreement Currency, such first party agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such other party against such
loss, and, if the amount of the Agreement Currency which could have been so
purchased exceeds the sum originally due to such other party, such other party
agrees to remit to such first party such excess.

     (e) To the extent that any of the parties hereto has or hereafter may
acquire any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from jurisdiction of any court or from set-off or any legal process
(whether service or notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution or judgment or otherwise) with respect to
itself or any of its property, each of the parties hereto hereby irrevocably
waives and agrees not to plead or claim such immunity in respect of its
obligations under this Agreement and the other Transaction Documents. Each of
the parties hereto agrees that the waivers set forth above shall have the
fullest extent permitted under the Foreign Sovereign Immunities Act of the
United States of America and are intended to be irrevocable and not subject to
withdrawal for purposes of such act.


<PAGE>


                                      77

     SECTION 11.06 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

     SECTION 11.07 Conflict with Other Agreements. In the event of any conflict
between this Agreement (or any portion thereof) and any Collateral Document now
existing or hereafter entered into, the terms of this Agreement shall prevail.

     SECTION 11.08 Costs and Expenses. (a) The Loan Parties agree to pay on
demand (i) all reasonable costs and expenses of the Debt Coordinator, each of
the Agents, the Steering Committee, the Rexair Collateral Agent, the Collateral
Trustees and each Bank in connection with the preparation, execution, and
delivery of this Agreement (including, without limitation, (A) all due
diligence, collateral review, syndication, transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of counsel
for the Debt Coordinator and each Steering Committee Member, including all
local counsel and foreign jurisdiction counsel, with respect to advising the
Debt Coordinator, the Agents, the Steering Committee, the Rexair Collateral
Agent and the Collateral Trustees as to their rights and responsibilities, and
the rights and responsibilities of the Banks, or the perfection, protection or
preservation of rights or interests, under the Transaction Documents, with
respect to negotiations with any Loan Party or with other creditors of any Loan
Party or any of their Subsidiaries with respect to waivers or extensions of
waivers of Defaults or any events or circumstances that may give rise to a
Default and with respect to contingency planning for a possible bankruptcy,
insolvency or other similar proceeding involving creditors' rights generally
and any proceeding ancillary thereto, and a potential DIP financing proposal by
some of the Banks, and (ii) all reasonable costs and expenses of the Debt
Coordinator, each Agent, each Steering Committee Member, the Collateral
Trustees, the Rexair Collateral Agent and each of the Banks in connection with
the enforcement of the Transaction Documents, including, in any action, suit or
litigation, or any bankruptcy, insolvency or other similar proceeding affecting
creditors' rights generally (including, without limitation, the reasonable fees
and expenses of counsel for the Debt Coordinator, the Agents, each Steering
Committee Member, the Rexair Collateral Agent, the Collateral Trustees and each
of the Banks with respect thereto).

     (b) The Loan Parties agree to indemnify and hold harmless the Debt
Coordinator, the Steering Committee, each Agent and each Bank and each of their
Affiliates and their respective officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) this Agreement and the other Transaction Documents, or
any of the transactions contemplated hereby or thereby, except to the extent
such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct. In the
case of an investigation, litigation or other proceeding to which the indemnity
in this Section 11.08(b) applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by any Loan Party,
its directors, shareholders or creditors or an Indemnified Party or any
Indemnified Party is otherwise a party thereto and whether or not the
Transactions contemplated by the Transaction Documents are consummated. Each of
the Loan Parties also agrees not to assert any claim against any Indemnified
Party, or any of their respective officers, directors, employees, attorneys and
agents, on any theory of liability for special, indirect, consequential or
punitive damages arising out of or otherwise relating to the Transaction
Documents or any of the transactions contemplated thereunder or hereunder.


<PAGE>


                                      78

     (c) If any Loan Party fails to pay when due any costs, expenses or other
amounts payable by it under any Transaction Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Debt Coordinator or any Bank, in its
sole discretion (and subject to reimbursement, in case of payment by the Debt
Coordinator, under Section 9.07).

     (d) Without prejudice to the survival of any other agreement of any Loan
Party hereunder or under any other Transaction Document, the agreements and
obligations of the Loan Parties contained in this Section 11.08 shall survive
the payment in full of all amounts payable hereunder, under the Bank Facilities
and under any of the other Transaction Documents.

     SECTION 11.09 Register. The Debt Coordinator shall maintain at its address
referred to in the signature pages hereof register for the recordation of the
names and addresses of the Banks and the commitments of the Banks and other
financial institutions under each Bank Facility from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Loan Parties, the Debt
Coordinator, the Agents and the Banks shall treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Loan Parties,
the Agents, the Debt Coordinator or any Bank at any reasonable time and from
time to time upon reasonable prior notice.

     SECTION 11.10 Waiver of Jury Trial. Each of the parties hereto irrevocably
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to
this Agreement or any of the Transaction Documents or the actions of the Debt
Coordinator, any of the Agents, the Steering Committee, the Rexair Collateral
Agent, the Collateral Trustees or any Bank in the negotiation, administration,
performance or enforcement hereof or thereof.



              [The rest of this page is intentionally left blank.]


<PAGE>


                                      S-1

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

Contact Information for Notices                    Signatures
-------------------------------                    ----------
101 Wood Avenue South                   As Obligors and Loan Parties:
Iselin, NJ  08830
Attn:  Bruce Clithero, Treasurer        U.S. INDUSTRIES, INC.
Phone:  (732) 767-2262                  USI AMERICAN HOLDINGS, INC.
Fax:  (732) 767-2202                    USI ATLANTIC CORP.
                                        USI GLOBAL CORP.
With a copy to:                         REXAIR, INC.
Steven C. Barre, Vice President and     REXAIR HOLDINGS, INC.
General Counsel
Phone:  (732) 767-2234                  As Loan Parties:
Fax:  (732) 767-2208
                                        AMES TRUE TEMPER PROPERTIES, INC.
                                        AMES TRUE TEMPER, INC.
                                        ARCHITECTURAL AREA LIGHTING, INC.
                                        ARROW CONSOLIDATED CORPORATION
                                        ASTERIA COMPANY
                                        BATHCRAFT INC.
                                        BAYLIS BROTHERS, INC.
                                        BRUCKNER MANUFACTURING CORP.
                                        CARLSBAD CORP.
                                        COLUMBIA LIGHTING, INC.
                                        COLUMBIA LIGHTING-LCA, INC.
                                        COLUMBIA LIGHTING MFG., CO.
                                        COLUMBIA LIGHTING PROPERTIES, INC.
                                        COLUMBIA MATERIALS, LLC
                                        COMPAX CORP.
                                        DUAL-LITE INC.
                                        DUAL-LITE MANUFACTURING, INC.
                                        ELJER INDUSTRIES, INC.
                                        ELJER PLUMBINGWARE, INC.
                                        ENVIRONMENTAL ENERGY COMPANY
                                        EZ HOLDINGS, INC.
                                        GARY CONCRETE PRODUCTS, INC.
                                        GATSBY SPAS, INC.
                                        HL CAPITAL CORP.
                                        IXL MANUFACTURING COMPANY, INC.
                                        JACUZZI INC.
                                        JACUZZI WHIRLPOOL BATH, INC.
                                        JUSI HOLDINGS, INC.
                                        KIM LIGHTING INC.
                                        KLI, INC.
                                        LCA GROUP INC.
                                        LCA (NS) INC.
                                        LIGHTING CORPORATION OF AMERICA, INC.
                                        LOKELANI DEVELOPMENT CORPORATION


<PAGE>


                                      S-2

Contact Information for Notices                    Signatures
-------------------------------                    ----------
                                        LUXOR INDUSTRIES, INC.
                                        MAILI KAI LAND DEVELOPMENT CORPORATION
                                        MOBILITE INC.
                                        NEPCO OF AUSTRALIA, INC.
                                        NEPCO OF CANADA, INC.
                                        NEPCO OF FORD HEIGHTS, INC.
                                        NEPCO OF FULTON, INC.
                                        NEPCO OF PAKISTAN, INC.
                                        NISSEN UNIVERSAL HOLDINGS INC.
                                        OUTDOOR PRODUCTS LLC
                                        PH PROPERTY DEVELOPMENT COMPANY
                                        PRESCOLITE LITE CONTROLS, INC.
                                        PRESCOLITE, INC.
                                        PROGRESS LIGHTING, INC.
                                        PROGRESSIVE LIGHTING, INC. (NC)
                                        PROGRESSIVE LIGHTING, INC. (SC)
                                        PROGRESS LIGHTING PROPERTIES, INC.
                                        REDMONT, INC.
                                        SANITARY-DASH MANUFACTURING CO., INC.
                                        SELKIRK CANADA U.S.A., INC.
                                        SELKIRK EUROPE U.S.A., INC.
                                        SELKIRK, INC.
                                        SPAULDING LIGHTING, INC.
                                        STRATEGIC CAPITAL MANAGEMENT, INC.
                                        STREAMWOOD CORPORATION
                                        SUNDANCE SPAS, INC.
                                        TA LIQUIDATION CORP.
                                        TRIMFOOT CO.
                                        TT LIQUIDATION CORP.
                                        UGE LIQUIDATION INC.
                                        UNITED STATES BRASS CORP.
                                        USI CAPITAL, INC.
                                        USI FUNDING, INC.
                                        USI PROPERTIES, INC.
                                        USI REALTY CORP.
                                        ZURCO, INC.
                                        ZURNACQ OF CALIFORNIA, INC.
                                        ZURN (CAYMAN ISLANDS), INC.
                                        ZURN CONSTRUCTORS, INC.
                                        ZURN DEVCO, INC.
                                        ZURN EPC SERVICES, INC.
                                        ZURN GOLF HOLDING CORPORATION
                                        ZURN INDUSTRIES, INC.

                                        By: /s/
                                           ------------------------------------
                                        Name:  Steven C. Barre
                                        Title: Vice President


<PAGE>


Contact Information for Notices                    Signatures
-------------------------------                    ----------
Bank of America, N.A.                   BANK OF AMERICA, N.A., as Debt
335 Madison Avenue                      Coordinator, USI Agent, Rexair Agent.
Fifth Floor                             Rexair Collateral Agent, USI Bank,
New York, NY  10017                     Rexair Bank and Independent L/C Issuer
Credit Contact:
Justin Hirsch                           By: /s/
Phone:  (212) 503-7128                     ------------------------------------
Fax:  (212) 503-7080                       Title: Managing Director


      The Collateral Trustees
      -----------------------

Contact Information for Notices                    Signatures
-------------------------------                    ----------
Wilmington Trust Company                WILMINGTON TRUST COMPANY, not in its
Rodney Square North                     individual capacity but solely as
1100 North Market St.                   Collateral Trustee (solely with respect
Wilmington, DE  19890                   to Section 10.01(e))
Attn:  Corporate Trust Division
                                        By: /s/
                                           ------------------------------------
                                           Title:

David A. Vanaskey                       DAVID A. VANASKEY, not in his individual
Rodney Square North                     capacity but solely as Collateral
1100 North Market St.                   Trustee (solely with respect to Section
Wilmington, DE  19890                   10.01(e))

                                        Signed: /s/
                                               --------------------------------


           The Banks
           ---------

Contact Information for Notices                    Signatures
-------------------------------                    ----------
ABN AMRO Bank N.V.                      ABN AMRO BANK, N.V., as USI Bank
55 E. 52nd Street
New York, NY  10055                     By: /s/
Attn:  Neil Bivona                         ------------------------------------
Tel:  (212) 891-0629                       Name:
Fax:  (212) 891-0650                       Title:


<PAGE>


                                      S-4


Contact Information for Notices                    Signatures
-------------------------------                    ----------
Banca Nazionale del Lavoro S.P.A.,      BANCA NAZIONALE DEL LAVORO S.P.A.,
New York Branch                         NEW YORK BRANCH, as USI Bank
25 West 54th Street
New York, NY  10019                     By: /s/
Attn:  Giulio Giovine/Miguel Medida        ------------------------------------
Tel:  (212) 581-0710                       Name:
Attn:  Lillian Francavilla                 Title:
Tel:  (212) 581-0710


Bankers Trust Company                   BANKERS TRUST COMPANY, as USI Bank
Deutsche Bank
130 Liberty Street, MS 2276             By: /s/
New York, NY 10006                         ------------------------------------
Fax:  (212) 250-7218                       Name:
Attn:  Diane Rolfe                         Title:
Phone:  (212) 250-1661


The Bank of New York                    THE BANK OF NEW YORK, as USI Bank and
One Wall Street, 2nd Floor              Rexair Bank
New York, NY  10286
Credit Contact                          By: /s/
David C. Judge                             ------------------------------------
Phone:  (212) 635-6861                     Name:
Fax:  (212) 635-7290                       Title:


The Bank of Nova Scotia                 THE BANK OF NOVA SCOTIA, as USI Bank
One Liberty Plaza, 26th Floor           and Rexair Bank
New York, NY  10006
Credit Contact                          By: /s/
Frans Braniotis                            ------------------------------------
Phone:  (212) 225-5256                     Name:
Fax:  (212) 225-5090                       Title:


<PAGE>


                                      S-5

Contact Information for Notices                    Signatures
-------------------------------                    ----------
Bank Of Tokyo-Mitsubishi Trust Company  BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
1251 Avenue of the Americas             as USI Bank
12th Floor
New York, NY  10020-1104                By: /s/
Fax:  (212) 782-6445                       ------------------------------------
Attn:  Ric Key                             Name:
Tel:  (212) 782-4359                       Title:
Attn:  Jeff Stanton
Tel:  (212) 782-4307


BankOne, N.A. (Main Office Chicago)     BANK ONE, N.A. (MAIN OFFICE CHICAGO),
One Bank One Plaza                      Rexair Bank
Chicago, IL  60670
Fax:  (312) 732-1775                    By: /s/
Attn:  Diane Stark                         ------------------------------------
Phone:  (312) 732-8251                     Name:
                                           Title:


Banque Paribas                          BANQUE PARIBAS, as USI Bank
787 Seventh Avenue
New York, NY  10019                     By: /s/
Fax:  (212) 841-2363                       ------------------------------------
Attn:  John McCormick                      Name:
Tel:  (212) 841-2382                       Title:


The Chase Manhattan Bank                THE CHASE MANHATTAN BANK, as USI Bank
270 Park Avenue, 9th Floor
New York, NY  10017                     By: /s/
Fax:  (212) 270-1403                       ------------------------------------
Attn:  Michael Lancia                      Name:
Tel:  (212) 270-2468                       Title:


CIBC, Inc.                              CIBC, INC., as USI Bank
World Markets Corp.
7th Floor                               By: /s/
425 Lexington Avenue                       ------------------------------------
New York, NY  10017                        Name:
Fax:  (212) 856-3761                       Title:
Attn:  Carol Kizza
Tel:  (212) 856-3693


<PAGE>


                                      S-6

Contact Information for Notices                    Signatures
-------------------------------                    ----------
Citibank, N.A.                          CITIBANK, N.A., as USI Bank
399 Park Avenue, 8th Floor
New York, NY  10043                     By: /s/
Fax:  (212) 793-0642                       ------------------------------------
Attn:  Anthony Murphy                      Name:
Tel:  (212) 559-9595                       Title:


Comerica Bank                           COMERICA BANK, as Rexair Bank
Middle Market Banking III - Metro E
P.O. Box 75000, MC 3244                 By: /s/
Detroit, MI  48226                         ------------------------------------
Fax:  (313) 222-9011                       Name:
Attn:  Hope McInerney                      Title:
Phone:  (313) 222-8515


Credit Lyonnais New York Branch         CREDIT LYONNAIS NEW YORK BRANCH,
1301 Avenue of the Americas             as USI Bank
18th Floor
New York, NY  10019                     By: /s/
Fax:  (212) 261-3259                       ------------------------------------
Attn:  Alan Sidrane                        Name:
Tel:  (212) 261-7875                       Title:

Credit Suisse First Boston              CREDIT SUISSE FIRST BOSTON, as Rexair
Eleven Madison Avenue                   Bank
New York, NY  10010
Fax:  (212) 325-8017                    By: /s/
Attn:  Richard Gallant                     ------------------------------------
Tel:  (212) 325-3433                       Name:
                                           Title:


The Dai-Ichi Kangyo Bank, Ltd.          THE DAI-ICHI KANGYO BANK, LTD., as USI
One World Trade Center                  Bank
Suite 4911
New York, NY  10048                     By: /s/
Fax:  (212) 466-3348                       ------------------------------------
Attn:  Matthew Murphy                      Name:
Tel:  (212) 432-6626                       Title:


<PAGE>


                                      S-7

Contact Information for Notices                    Signatures
-------------------------------                    ----------
DG Bank Deutsche Genossenschaftsbank    DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG,
AG                                      as Rexair Bank
609 Fifth Avenue, 8th Avenue
New York, NY  10017                     By: /s/
Credit Contact                             ------------------------------------
Rick Wilbert                               Name:
Phone:  (212) 745-1526                     Title:
Fax:  (212) 745-1556

                                        By: /s/
                                           ------------------------------------
                                           Name:
                                           Title:


Deutsche Bank                           DEUTSCHE BANK AG/NEW YORK, as USI Bank
130 Liberty Street, MS 2276             and as Rexair Bank
New York, NY  10006
Fax: (212) 250-7218                     By: /s/
Attn:  Diane Rolfe                         ------------------------------------
Phone:  (212) 250-1661                     Name:
                                           Title:


                                        By: /s/
                                           ------------------------------------
                                           Name:
                                           Title:


Firstar Bank, N.A.                      FIRSTAR BANK, N.A., as USI Bank

                                        By: /s/
                                           ------------------------------------
                                           Name:
                                           Title:


Fleet National Bank                     FLEET NATIONAL BANK, as USI Bank
100 Federal Street
Boston, MA  02110                       By: /s/
Fax:  (617) 434-4877                       ------------------------------------
Attn:  Brian P. Valenti                    Name:
Tel:  (617) 434-0811                       Title:


<PAGE>


                                      S-8

Contact Information for Notices                    Signatures
-------------------------------                    ----------
The Fuji Bank Limited                   THE FUJI BANK LIMITED, as USI Bank
Two World Trade Center                  and Rexair Bank
79th Floor
New York, NY  10048                     By: /s/
Fax:  (212) 912-0516                       ------------------------------------
Attn:  Chigusa Tada                        Name:
Phone:  (212) 898-2067                     Title:


General Electric Capital Commercial     GENERAL ELECTRIC CAPITAL CORP.,
Finance                                 as USI Bank
60 Long Ridge Rd.
Stamford, CT  06927                     By: /s/
Fax:  (203) 316-7978                       ------------------------------------
Attn:  Michael E. Coseglia                 Name:
Tel:  (203) 316-7724                       Title:


HSBC Bank USA                           HSBC BANK USA, as USI Bank and
8 East 40th Street / 03                 Independent L/C Issuer
New York, NY  10016
Fax:  (212) 525-1330                    By: /s/
Attn:  John P. Northington                 ------------------------------------
Tel:  (212) 525-2518                       Name:
                                           Title:


The Industrial Bank Of Japan, Limited,  THE INDUSTRIAL BANK OF JAPAN, LIMITED,
New York Branch                         NEW YORK BRANCH, as USI Bank
1251 Avenue of the Americas
31st Floor                              By: /s/
New York, NY  10020                        ------------------------------------
Fax:  (212) 282-4488                       Name:
Attn:  Yumiko Kojima                       Title:
Tel:  (212) 282-3328


Mellon Bank, N.A.                       MELLON BANK, N.A., as USI Bank and
One Mellon Bank Center                  Rexair Bank
1735 Market Street
P.O. Box 7899                           By: /s/
Philadelphia, PA  19101                    ------------------------------------
Fax:  (215) 553-4560                       Name:
Attn:  Green E. Dim                        Title:
Phone:  (215) 553-4828


<PAGE>


                                      S-9

Contact Information for Notices                    Signatures
-------------------------------                    ----------
Michigan National Bank                  MICHIGAN NATIONAL BANK, as Rexair Bank
2600 West Big Beaver Road
Troy, MI  48084                         By: /s/
Fax:  (248) 473-4345                       ------------------------------------
Attn:  Annette Gordon                      Name:
Phone:  (248) 473-4337                     Title:


PNC Bank, National Association          PNC BANK, N.A., as USI Bank
Two Tower Center, 22nd Floor
East Brunswick, NJ  08816               By: /s/
Fax:  (732) 220-3499                       ------------------------------------
Attn:  Ellen Briggs                        Name:
Tel:  (732) 220-3648                       Title:


Royal Bank of Canada                    ROYAL BANK OF CANADA, as USI Bank
1 Liberty Plaza, 3rd Floor
New York, NY  10006                     By: /s/
Fax:  (212) 809-7148                       ------------------------------------
Attn:  N.G. Miller                         Name:
Tel:  (212) 428-6363                       Title:


The Royal Bank of Scotland PLC          THE ROYAL BANK OF SCOTLAND PLC,
101 Park Avenue                         as USI Bank
10th Floor
New York, NY  10178                     By: /s/
Fax:  (212) 401-3456                       ------------------------------------
Attn:  Alan Peploe                         Name:
Tel:  (212) 401-3742                       Title:


The Sanwa Bank, Limited, New York       THE SANWA BANK, LIMITED, NEW YORK
Branch                                  BRANCH, as USI Bank
55 East 52nd Street
Park Avenue Plaza                       By: /s/
New York, NY  10055                        ------------------------------------
Fax:  (212) 754-1304                       Name:
Attn:  Jean-Michel Fatovic, VP             Title:
Tel:  (212) 339-6397


<PAGE>


                                     S-10

Contact Information for Notices                    Signatures
-------------------------------                    ----------
Societe Generale                        SOCIETE GENERALE, as USI Bank
1221 Avenue of the Americas
New York, NY  10020                     By: /s/
Fax:  (212) 278-7463                       ------------------------------------
Attn:  Antoine Brousta                     Name:
Tel:  (212) 278-6930                       Title:


STB Delaware Funding Trust I            STB DELAWARE FUNDING TRUST I, as USI
527 Madison Ave.                        Bank
New York, NY  10022
Fax:  (212) 418-4848                    By: /s/
Attn:  Tim Ng                              ------------------------------------
Tel:  (212) 326-0751                       Name:
                                           Title:


Sumitomo Mitsui Banking Corporation     THE SUMITOMO BANK, LIMITED, NEW YORK
277 Park Avenue                         BRANCH, as USI Bank
New York, NY  10172
Fax:  (212) 224-5188                    By: /s/
Attn:  Ed McColly                          ------------------------------------
Tel:  (212) 224-4139                       Name:
                                           Title:


Toronto-Dominion (New York), Inc.       TORONTO-DOMINION (NEW YORK), INC.,
909 Fannin, Suite 1700                  as USI Bank
Houston, Texas  77010
Fax:  (713) 951-9921                    By: /s/
Attn:  Carol Brandt                        ------------------------------------
Tel:  (713) 653-8204                       Name:
                                           Title:


<PAGE>


_________________________________       _______________________________________
_________________________________                     [Name of Bank]
_________________________________
Fax:  ______________                    By: /s/
Attn:  _________________________           ------------------------------------
Tel:  ______________                       Name:
                                           Title: