EX: ITEM 6 (b)

CREDIT AGREEMENT

among

THE STANDARD REGISTER COMPANY,

as Borrower,

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Banks

and

KEYBANK NATIONAL ASSOCIATION,

Lead Arranger and Administrative Agent

_____________________

dated as of

May 11, 2001

_____________________

TABLE OF CONTENTS

|ARTICLE I.   DEFINITIONS                                                        |    |    |    |    |    |    | 1 
|------------------------------------------------------------------------------- | -- | -- | -- | -- | -- | -- | --
|SECTION 1.1.  Definitions                                                       |    |    |    |    |    |    |   
|SECTION 1.2.  Accounting Terms                                                  |    |    |    |    |    |    |   
|SECTION 1.3.  Terms Generally.                                                  |    |    |    |    |    |    |   
|ARTICLE II. AMOUNT AND TERMS OF CREDIT                                          |    |    |    |    | 17
|SECTION 2.1.  Amount and Nature of Credit.                                      |    |    |    |    |    | 17
|SECTION 2.2.  Conditions To Loans.                                              |    |    |    |    |    |    | 22
|SECTION 2.3.  Payment on Notes, Etc.                                            |    |    |    |    |    |    | 23
|SECTION 2.4.  Prepayment.                                                       |    |    |    |    | 24
|SECTION 2.5.  Facility; Usage and Other Fees.                                   |    |    |    |    |    | 25
|SECTION 2.6.  Reduction of Commitment.                                          |    |    |    | 26
|SECTION 2.7.  Computation of Interest and Fees; Default Rate.                   |    |    |    | 26
|SECTION 2.8.  Mandatory Payment.                                                |    |    |    |    | 27
|SECTION 2.9.  Extension of Commitment.                                          |    |    |    | 27
|ARTICLE III.   ADDITIONAL PROVISIONS RELATING TO LIBOR                          |    |    | 27
|SECTION 3.1.  Reserves or Deposit Requirements, Etc.                            |    |    |    |    | 27
|SECTION 3.2.  Tax Law, Etc.                                                     |    |    |    |    |    |    |   
|SECTION 3.3.  Eurodollar Deposits Unavailable or Interest Rate Unascertainable. | 29
|SECTION 3.4.  Indemnity.                                                        |    |    |    |    |    |    |   
|SECTION 3.5.  Changes In Law Rendering LIBOR Loans Unlawful.                    |    |    | 29
|SECTION 3.6.  Funding.                                                          |    |    |    |    |    |    |   
|SECTION 3.7.  Capital Adequacy.                                                 |    |    |    |    |    |    |   
|SECTION 3.8.  Application of Provisions.                                        |    |    |    |    |    |    | 30
|ARTICLE IV.   CONDITIONS PRECEDENT                                              |    |    |    |    |    | 31
|SECTION 4.1.  Notes.                                                            |    |    |    |    |    |    |   
|SECTION 4.2.  Officer's Certificate, Resolutions, Organizational Documents.     |    | 31
|SECTION 4.3.  Legal Opinion.                                                    |    |    |    |    |    |    |   
|SECTION 4.4.  Good Standing Certificates.                                       |    |    |    | 31
|SECTION 4.5.  Closing And Legal Fees; Agent Fee Letter.                         |    | 31
|SECTION 4.6. Lien Searches.                                                     |    |    |    |    |    |    |   
|SECTION 4.7.  Closing Certificate.                                              |    |    |    | 31
|SECTION 4.8.  Existing Credit Agreement.                                        |    |    |    | 32
|SECTION 4.9.  No Material Adverse Change.                                       |    |    |    |    |    | 32
|SECTION 4.10.  Miscellaneous.                                                   |    |    |    |    |    |    |   
|ARTICLE V.   COVENANTS                                                          |    |    |    |    | 32
|SECTION 5.1.  Insurance.                                                        |    |    |    |    |    |    |   
|SECTION 5.2.  Money Obligations.                                                |    |    |    |    | 32
|SECTION 5.3.  Financial Statements.                                             |    |    |    |    |    |    | 32
|SECTION 5.4.  Financial Records.                                                |    |    |    |    |    |    |   
|SECTION 5.5.  Franchises.                                                       |    |    |    |    |    |    |   
|SECTION 5.6.  ERISA Compliance.                                                 |    |    |    |    | 34
|SECTION 5.7.  Financial Covenants.                                              |    |    |    |    |    |    | 34
|SECTION 5.8.  Borrowing.                                                        |    |    |    |    |    |    | 34
|SECTION 5.9.  Liens.                                                            |    |    |    |    |    | 35
|SECTION 5.10.  Regulations U And X.                                             |    |    |    |    |    |    | 36
|SECTION 5.11.  Consolidation, Merger or Sale of Assets.                         |    |    | 36
|SECTION 5.12.  Acquisitions.                                                    |    |    |    |    |    |    |   
|SECTION 5.14.  Environmental Compliance.                                        |    |    |    |    |    | 37
|SECTION 5.15.  Affiliate Transactions.                                          |    |    |    |    |    |    | 37
|SECTION 5.16.  Use Of Proceeds.                                                 |    |    |    |    |    |    |   
|SECTION 5.17.  Corporate Names.                                                 |    |    |    |    | 38
|SECTION 5.18.  Most Favored Covenant Status.                                    |    |    |    |    |    | 38
|SECTION 5.19.  Pari Passu Ranking.                                              |    |    |    | 38
|ARTICLE VI.  REPRESENTATIONS AND WARRANTIES                                     |    |    |    | 38
|SECTION 6.1.  Corporate Existence; Subsidiaries; Foreign Qualification.         | 38
|SECTION 6.2.  Corporate Authority.                                              |    |    | 38
|SECTION 6.3.  Compliance With Laws.                                             |    |    |    |    |    |    | 39
|SECTION 6.4.  Litigation And Administrative Proceedings.                        |    |    | 39
|SECTION 6.5.  Title To Assets.                                                  |    |    |    |    |    |    |   
|SECTION 6.6.  Liens And Security Interests.                                     |    |    |    |    |    | 39
|SECTION 6.7.  Tax Returns.                                                      |    |    |    | 40
|SECTION 6.8.  Environmental Laws.                                               |    |    |    |    |    |    | 40
|SECTION 6.9.  Continued Business.                                               |    |    |    |    | 40
|SECTION 6.10.  Employee Benefits Plans.                                         |    |    | 40
|SECTION 6.11.  Consents or Approvals.                                           |    |    |    |    |    |    | 41
|SECTION 6.12.  Solvency.                                                        |    |    |    |    |    |    |   
|SECTION 6.13.  Financial Statements.                                            |    |    |    |    |    |    | 41
|SECTION 6.14.  Regulations.                                                     |    |    |    | 42
|SECTION 6.15.  Material Agreements.                                             |    |    |    |    |    |    | 42
|SECTION 6.16.  Intellectual Property.                                           |    |    |    |    |    |    | 42
|SECTION 6.17.  Insurance.                                                       |    |    |    |    |    | 42
|SECTION 6.18.  Accurate And Complete Statements.                                |    |    |    |    | 42
|SECTION 6.19.  Defaults.                                                        |    |    |    |    |    |    |   
|ARTICLE VII.   EVENTS OF DEFAULT                                                |    |    |    |    |    |    | 42
|SECTION 7.1.  Payments.                                                         |    |    |    |    |    |    |   
|SECTION 7.2.  Special Covenants.                                                |    |    |    | 43
|SECTION 7.3.  Other Covenants.                                                  |    |    |    |    |    |    |   
|SECTION 7.4.  Representations And Warranties.                                   |    |    |    |    |    | 43
|SECTION 7.5.  Cross Default.                                                    |    |    |    |    |    |    |   
|SECTION 7.6.  ERISA Default.                                                    |    |    |    |    |    |    |   
|SECTION 7.7.  Change In Control.                                                |    |    |    |    | 43
|SECTION 7.8.  Money Judgment.                                                   |    |    |    |    |    |    |   
|SECTION 7.9.  Validity Of Loan Documents.                                       |    |    |    |    |    | 43
|ARTICLE VIII.   REMEDIES UPON DEFAULT                                           |    |    |    |    |    | 44
|SECTION 8.1.  Optional Defaults.                                                |    |    |    |    |    |    |   
|SECTION 8.2.  Automatic Defaults.                                               |    |    |    |    | 44
|SECTION 8.3.  Offsets.                                                          |    |    |    |    |    |    |   
|SECTION 8.3.  Offsets.                                                          |    |    |    |    |    |    |   
|ARTICLE IX.   THE AGENT                                                         |    |    |    |    |    |    |   
|SECTION 9.1.  Appointment And Authorization.                                    |    |    |    |    |    | 45
|SECTION 9.2.  Note Holders.                                                     |    |    |    |    |    |    |   
|SECTION 9.3. Consultation With Counsel.                                         |    |    |    |    | 46
|SECTION 9.4.  Documents.                                                        |    |    |    |    | 46
|SECTION 9.5.  Agent and Affiliates.                                             |    |    |    |    | 46
|SECTION 9.6. Knowledge of Default.                                              |    |    |    |    |    |    | 46
|SECTION 9.7.  Action by Agent.                                                  |    |    |    |    |    |    |   
|SECTION 9.8.  Notices, Default, Etc.                                            |    |    |    |    |    |    | 46
|SECTION 9.9.  Indemnification of Agent.                                         |    |    |    |    |    |    | 47
|SECTION 9.10.  Successor Agent.                                                 |    |    |    |    |    |    |   
|ARTICLE X.   MISCELLANEOUS                                                      |    |    |    |    | 47
|SECTION 10.1.  Banks' Independent Investigation.                                |    |    |    | 47
|SECTION 10.2.  No Waiver; Cumulative Remedies.                                  |    |    |    |    | 47
|SECTION 10.3.  Amendments; Consents.                                            |    |    |    |    |    |    | 48
|SECTION 10.4.  Notices.                                                         |    |    |    |    |    |    |   
|SECTION 10.5.  Costs, Expenses and Taxes.                                       |    |    |    |    |    | 48
|SECTION 10.6.  Indemnification.                                                 |    |    |    |    |    |    |   
|SECTION 10.7.  Obligations Several; No Fiduciary Obligations.                   |    |    |    | 49
|SECTION 10.8.  Execution In Counterparts.                                       |    |    |    |    | 49
|SECTION 10.9.  Binding Effect; Borrower's Assignment.                           |    |    | 49
|SECTION 10.10.  Bank Assignments/Participations.                                |    |    | 50
|SECTION 10.11.  Designation.                                                    |    |    |    |    |    |    |   
|SECTION 10.12.  Calculations.                                                   |    |    |    |    |    |    |   
|SECTION 10.13.  Severability of Provisions; Captions; Attachments.              |    |    | 53
|SECTION 10.14.  Investment Purpose.                                             |    |    |    |    |    |    | 53
|SECTION 10.15.  Entire Agreement.                                               |    |    |    |    | 53
|SECTION 10.16.  Governing Law; Submission to Jurisdiction.                      |    |    |    | 54
|SECTION 10.17.  Legal Representation Of Parties.                                |    |    | 54
|SECTION 10.18.  Jury Trial Waiver.                                              |    |    |    |    | 55
|EXHIBIT A - Tranche A Note                                                      |    |    |    |    |    |    |   
|EXHIBIT B - Tranche B Note                                                      |    |    |    |    |    |    |   
|EXHIBIT C - Swing Line Note                                                     |    |    |    |    |    |    |   
|EXHIBIT D - Notice of Loan                                                      |    |    |    |    |    |    |   
|EXHIBIT E - Compliance Certificate                                              |    |    |    |    |    | 66
|EXHIBIT F - Request for Conversion                                              |    |    |    |    |    |    | 67
|EXHIBIT G - Request for Extension                                               |    |    |    |    |    | 69
|EXHIBIT H - Form of Assignment and Acceptance Agreement                         |    |    |    | 70

C R E D I T    A G R E E M E N T

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or
otherwise modified, this "Agreement") is made effective as of the 11th day of May, 2001, among
THE STANDARD REGISTER COMPANY, an Ohio corporation, 600 Albany Street, Dayton,
Ohio 45401 ("Borrower"), the banking institutions named in Schedule 1 hereto (collectively,
"Banks", and individually, "Bank") and KEYBANK NATIONAL ASSOCIATION, 127 Public
Square, Cleveland, Ohio 44114-1306, as lead arranger and as administrative agent for the Banks
under this Agreement (in such capacity as administrative agent, "Agent").

WITNESSETH:

WHEREAS, Borrower and the Banks desire to contract for the establishment of credits in the
aggregate principal amounts hereinafter set forth, to be made available to Borrower upon the
terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I.   DEFINITIONS

SECTION 1.1.  Definitions.  As used in this Agreement, the following terms shall have the
following meanings:

"Acquisition" shall mean any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any
Person, or any business or division of any Person, (b) the acquisition of in excess of fifty percent
(50%) of the stock (or other equity interest) of any Person, or (c) the acquisition of another
Person (other than a Company) by a merger or consolidation or any other combination with such
Person.

"Adjusted Leverage Ratio" shall mean, for the most recently completed fiscal quarter of
Borrower, on a Consolidated basis and in accordance with GAAP, the ratio of (a) (i) Total
Indebtedness, minus (ii) the sum of unrestricted cash and Cash Equivalents and Other Short
Term Investments that would appear on the Consolidated balance sheet of Borrower, to (b) (i)
Total Indebtedness, plus (ii) Consolidated Net Worth.

"Advantage" shall mean any payment (whether made voluntarily or involuntarily, by offset of any
deposit or other indebtedness or otherwise) received by any Bank in respect of the Debt, if such
payment results in that Bank having less than its pro rata share of the Debt then outstanding, than
was the case immediately before such payment.

"Affiliate" shall mean any Person, directly or indirectly, controlling, controlled by or under
common control with a Company and "control" (including the correlative meanings, the terms
"controlling", "controlled by" and "under common control with") shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Company, whether through the ownership of voting securities, by contract or otherwise.

"Agent Fee Letter" shall mean the Agent Fee Letter between Borrower and Agent, dated as of the
Closing Date.

"Applicable Facility Fee Rate" shall mean, with respect to the Tranche A Commitment or the
Tranche B Commitment, as the case may be:

(a)for the period from the Closing Date through August 31, 2001, (i) fifteen (15) basis points
with respect to the Tranche A Commitment, and (ii) twelve and one-half (12.50) basis points
with respect to the Tranche B Commitment; and

(b)commencing with the financial statements for the fiscal quarter of Borrower ending June 30,
2001, the number of basis points set forth in the following matrix, based upon the result of the
computation of the Adjusted Leverage Ratio, shall be used to establish the number of basis points
that will go into effect on September 1, 2001 and thereafter:

|Adjusted Leverage Ratio                                          | Applicable Tranche A
Facility Fee Rate | Applicable Tranche B

Facility Fee Rate
|---------------------------------------------------------------- | -------------------------------------- | ---------------------------------------
|Greater than 0.40 to 1.00                                        | 22.50 basis points                     | 20.00 basis points                     
|Greater than 0.30 to 1.00 but less
than or equal to 0.40 to 1.00 | 17.50 basis points                     | 15.00 basis points                     
|Less than or equal to 0.30 to 1.00                               | 15.00 basis points                     | 12.50 basis points                     

Changes to the Applicable Facility Fee Rate shall be effective on the first day of the month
following the date upon which Agent received, or, if earlier, should have received, pursuant to
Section 5.3 (a) and (b) hereof, the financial statements of the Companies.  The above matrix does
not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of the
Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to
Articles VII and VIII hereof.

"Applicable Margin" shall mean, with respect to the Tranche A Commitment, the Tranche B
Commitment or the Swing Line Commitment, as the case may be:

(a)for the period from the Closing Date through August 31, 2001, (i) forty-seven and one-half
(47.50) basis points with respect to LIBOR Loans made pursuant to the Tranche A Commitment,
(ii) fifty (50) basis points with respect to LIBOR Loans made pursuant to the Tranche B
Commitment, and (iii) fifty (50) basis points with respect to Swing Loans; and

(b)commencing with the financial statements for the fiscal quarter of Borrower ending June 30,
2001, the number of basis points set forth in the following matrix, based upon the result of the
computation of the Adjusted Leverage Ratio, shall be used to establish the number of basis points
that will go into effect on September 1, 2001 and thereafter:

|Adjusted Leverage Ratio                                          | Applicable Margin for
LIBOR Loans made
pursuant to the Tranche A
Commitment | Applicable Margin for
LIBOR Loans made
pursuant to the Tranche B
Commitment and Swing
Loans
|---------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------
|Greater than 0.40 to 1.00                                        | 77.50 basis points                                                          | 80.00 basis points                                                                         
|Greater than 0.30 to 1.00 but less
than or equal to 0.40 to 1.00 | 70.00 basis points                                                          | 72.50 basis points                                                                         
|Less than or equal to 0.30 to 1.00                               | 47.50 basis points                                                          | 50.00 basis points                                                                         

Changes to the Applicable Margin shall be effective on the first day of the month following the
date upon which Agent received, or, if earlier, Agent should have received, pursuant to Section
5.3 (a) and (b) hereof, the financial statements of the Companies. The above matrix does not
modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of the Banks to
charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to Articles
VII and VIII hereof.

"Applicable Usage Fee Rate" shall mean, with respect to the Tranche A Commitment and the
Tranche B Commitment:

(a)  for the period from the Closing Date through August 31, 2001, twelve and one-half (12.50)
basis points; and

(b)  commencing with the financial statements for the fiscal quarter of Borrower ending June 30,
2001, the number of basis points set forth in the following matrix, based upon the result of the
computation of the Adjusted Leverage Ratio, shall be used to establish the number of basis points
that will go into effect on September 1, 2001 and thereafter:

|Adjusted Leverage Ratio           | Applicable Usage Fee Rate
|--------------------------------- | -------------------------
|Greater than .40 to 1.00          | 25.00 basis points       
|Less than or equal to .40 to 1.00 | 12.50 basis points       

Changes to the Applicable Usage Fee Rate shall be effective on the first day of the month
following the date upon which Agent received, or, if earlier, Agent should have received,
pursuant to Section 5.3 (a) and (b) hereof, the financial statements of the Companies.  The above
matrix does not modify or waive, in any respect, the rights of the Banks to charge the Default
Rate, or the rights and remedies of Agent and the Banks pursuant to Articles VII and VIII hereof.

"Assignment Agreement" shall mean an Assignment and Acceptance Agreement in the form of
the attached Exhibit H.

"Base Rate" shall mean a rate per annum equal to the greater of (a) the Prime Rate or (b) one-half
of one percent (1/2%) in excess of the Federal Funds Effective Rate.  Any change in the Base
Rate shall be effective immediately from and after such change in the Base Rate.

"Base Rate Loan" shall mean a Loan described in Section 2.1 hereof on which Borrower shall
pay interest at a rate based on the Base Rate.

"Business Day" shall mean a day of the year on which banks are not required or authorized to
close in Cleveland, Ohio, and, if the applicable Business Day relates to any LIBOR Loan, on
which dealings are carried on in the London interbank eurodollar market.

"Cash Equivalents and Other Short Term Investments" shall mean any of the following:

(a)  securities issued or directly and fully guaranteed or insured by the United States of America
or any agency or instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more than one year
from the date of acquisition;

(b)  Dollar denominated time deposits, certificates of deposit and bankers' acceptances of (x) any
Bank or (y) any bank whose short-term commercial paper rating from Standard & Poor's is at
least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any
such bank, an "Approved Bank"), in each case with maturities of not more than one year from the
date of acquisition;

(c)  commercial paper issued by any Bank or Approved Bank or by the parent company of any
Bank or Approved Bank and commercial paper issued by, or guaranteed by, any industrial or
financial company with a short-term commercial paper rating of at least A-1 or the equivalent
thereof by Standard & Poor's or at least P-1 or the equivalent thereof by Moody's, or guaranteed
by any industrial company with a long term unsecured debt rating of at least A or A2, or the
equivalent of each thereof, from Standard & Poor's or Moody's, as the case may be, and in each
case maturing within two hundred seventy (270) days after the date of acquisition;

(d)  investments in money market funds substantially all the assets of which are comprised of
securities of the types described in clauses (a) through (c) above;

(e)  investments in money market funds access to which is provided as part of "sweep" accounts
maintained with a Bank or an Approved Bank;

(f)  investments in highly liquid municipal and other debt securities, "money market" preferred
stocks, and similar securities, in each case having (i) a rating at the time of acquisition of at least
AA by Standard & Poor's (or the equivalent by any other rating organization); and (ii) maturities
of not more than one year from the date of acquisition, or that may, at the option of the holder be
subject to mandatory redemption or mandatory purchase by a remarketing agent at intervals not
exceeding six months in length; and

(g)  investments in money market or similar funds substantially all the assets of which are
comprised of securities of the types described in the preceding clause (f).

"Change in Control" shall mean (a) the acquisition of, or, if earlier, the shareholder or director
approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially or
of record, on or after the Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as then in effect) other than the Current
Holder Group, of shares representing more than fifty percent (50%) of the aggregate ordinary
Voting Power represented by the issued and outstanding capital stock of Borrower; (b) the
occupation of a majority of the seats (other than vacant seats) on the board of directors of
Borrower by persons who were neither (i) nominated by the board of directors of Borrower nor
(ii) appointed by directors so nominated; or (c) the occurrence of a Change in Control, or other
similar provision, under any Material Indebtedness Agreement.

"Closing Date" shall mean the effective date of this Agreement.

"Closing Fee Letter" shall mean the Closing Fee Letter, dated as of the Closing Date, from
Borrower to the Banks.

"Code" shall mean the Internal Revenue Code of 1986, as amended, together with the rules and
regulations promulgated thereunder.

"Commitment" shall mean the obligation hereunder of the Banks to (a) make Tranche A Loans,
during the applicable Commitment Period, pursuant to the Tranche A Commitment, and (b)
make Tranche B Loans, during the applicable Commitment Period, pursuant to the Tranche B
Commitment and to convert Tranche B Loans to a Term Loan, up to, for both (a) and (b), the
Total Commitment Amount.

"Commitment Percentage" shall mean, for each Bank, the percentage set forth opposite such
Bank's name under the column headed "Commitment Percentage" as described in Schedule 1
hereto.

"Commitment Period" shall mean the period from the Closing Date to (a) May 11, 2005, with
respect to the Tranche A Commitment, and (b) May 10, 2002, with respect to the Tranche B
Commitment; or such earlier date on which the Commitment shall have been terminated pursuant
to Article VIII hereof.

"Company" shall mean Borrower or a Subsidiary.

"Companies" shall mean Borrower and all Subsidiaries.

"Compliance Certificate" shall mean a certificate, substantially in the form of the attached
Exhibit E.

"Consideration" shall mean, in connection with an Acquisition, the aggregate consideration paid,
including borrowed funds, cash, the issuance of securities or notes, the assumption or incurring
of liabilities (direct or contingent), the payment of consulting fees or fees for a covenant not to
compete and any other consideration paid for the purchase.

"Consolidated" shall mean the resultant consolidation of the financial statements of Borrower
and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent
with those applied in preparation of the consolidated financial statements referred to in Section
6.13 hereof.

"Consolidated Debt" shall mean, at any time, on a Consolidated basis, all Indebtedness of
Borrower.

"Consolidated EBIT" shall mean, for any period, on a Consolidated basis and in accordance with
GAAP, Consolidated Net Earnings for such period (a) plus the aggregate amounts deducted in
determining such Consolidated Net Earnings in respect of (i) income taxes, (ii) Consolidated
Interest Expense, (iii) amortization or write-off of deferred financing costs, (iv) extraordinary
non-cash losses and charges and other non-recurring non-cash losses and charges (other than the
Restructuring Charges), and (v) the Restructuring Charges, minus (b) gains on sales of assets
(excluding sales in the ordinary course of business) and other extraordinary gains and non-recurring non-cash gains.

"Consolidated Interest Expense" shall mean, for any period, the interest expense of Borrower for
such period, as determined on a Consolidated basis and in accordance with GAAP, including, but
not limited to, the interest expense attributable to the Permitted Receivables Facility and net costs
under Hedge Agreements, but excluding any amortization or deferred financing costs.

"Consolidated Net Earnings" shall mean, for any period, the net income (loss) of Borrower for
such period, as determined on a Consolidated basis and in accordance with GAAP.

"Consolidated Net Worth" shall mean, at any date, the Consolidated stockholders' equity of
Borrower, determined as of such date in accordance with GAAP.

"Controlled Group" shall mean a Company and each Person required to be aggregated with a
Company under Code Sections 414(b), (c), (m) or (o).

"Conversion Date" shall mean the last day of the Commitment Period applicable to the Tranche
B Commitment.

"Credit Exposure" shall mean, at any time, the sum of (a) the Tranche A Exposure, and (b) the
Tranche B Exposure.

"Current Holder Group" shall mean (i) Paul H. Granzow and James L. Sherman, as trustees under
the Last Will and Testament of John Q. Sherman, deceased, and any successor trustees; (ii) The
Fifth Third Bank, as trustee under the Last Will and Testament of William C. Sherman,
deceased, and any successor trustee or trustees; (iii) The Fifth Third Bank, as trustee under the
Agreement with William C. Sherman dated December 29, 1939, as amended, and any successor
trustee or trustees; (iv) those persons who are officers and/or directors of the Borrower at the
Closing Date; (v) the spouses, heirs, legatees, descendants and blood relatives to the third degree
of consanguinity of any person referred to in the preceding clause (iv); (vi) the executors and
administrators of the estate of any person referred to in the preceding clauses (iv) and (v), and
any court appointed guardian of any such person; and (vii) any trust for the benefit of any of the
persons referred to in the preceding clauses (iv) and (v) and any other persons, so long as one or
more of the persons referred to in the preceding clauses (iv) and (v) has the exclusive right (either
acting alone or with the concurrence of any other person) to control the voting and disposition of
securities held by such trust.

"Debt" shall mean, collectively, all Indebtedness incurred by Borrower to Agent and the Banks
pursuant to this Agreement and includes the principal of and interest on all Notes and each
extension, renewal or refinancing thereof in whole or in part, the facility fees, other fees and any
prepayment fees payable hereunder.

"Default" shall mean an event or condition that constitutes, or with the lapse of any applicable
grace period or the giving of notice or both would constitute, an Event of Default and that has not
been waived by the Required Banks in writing.

"Default Rate" shall mean, with respect to any Loan, a rate per annum equal to two percent (2%)
in excess of the rate otherwise applicable thereto, and, with respect to any other amount, if no
rate is specified or available, then two percent (2%) in excess of the Base Rate from time to time
in effect.

"Derived LIBOR Rate" shall mean a rate per annum equal to the sum of the Applicable Margin
(from time to time in effect) plus the LIBOR Rate.

"Derived Swing Loan Rate" shall mean a rate per annum equal to (a) Agent's costs of funds as
quoted to Borrower by Agent and agreed to by Borrower, plus (b) the Applicable Margin (from
time to time in effect).

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

"Environmental Laws" shall mean all provisions of law, statutes, ordinances, rules, regulations,
permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards
promulgated by the government of the United States of America or by any state or municipality
thereof or by any court, agency, instrumentality, regulatory authority or commission of any of the
foregoing concerning health, safety and protection of, or regulation of the discharge of substances
into, the environment.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated pursuant thereto.

"ERISA Event" shall mean (a) the existence of a condition or event with respect to an ERISA
Plan that presents a risk of the imposition of an excise tax or any other liability on a Company or
of the imposition of a Lien on the assets of a Company; (b) the engagement by a Controlled
Group member in a non-exempt "prohibited transaction" (as defined under ERISA Section 406 or
Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to a
Company; (c) the application by a Controlled Group member for a waiver from the minimum
funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member
is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the
occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required
to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a
Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" (as such terms are
defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence or
existence of any event or condition that makes likely the involvement of, a Multiemployer Plan
in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any
related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified
or the failure of any "cash or deferred arrangement" under any such ERISA Plan to meet the
requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a
Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled
Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group
member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j)
the commencement, existence or threatening of a claim, action, suit, audit or investigation with
respect to an ERISA Plan, other than a routine claim for benefits; or (k) any occurrence by or any
expectation of the incurrence by a Controlled Group member of any liability for post-retirement
benefits under any Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code
Section 4980B.

"ERISA Plan" shall mean an "employee benefit plan" (within the meaning of ERISA Section
3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has
liability with respect to or has an obligation to contribute to such plan.

"Eurocurrency Reserve Percentage" shall mean, for any Interest Period in respect of any LIBOR
Loan, as of any date of determination, the aggregate of the then stated maximum reserve
percentages (including any marginal, special, emergency or supplemental reserves), expressed as
a decimal, applicable to such Interest Period (if more than one such percentage is applicable, the
daily average of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) by the Board of Governors of the Federal Reserve System, any
successor thereto, or any other banking authority, domestic or foreign, to which a Bank may be
subject in respect to eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Federal Reserve Board) or in respect of any other category of liabilities
including deposits by reference to which the interest rate on LIBOR Loans is determined or any
category of extension of credit or other assets that include the LIBOR Loans.  For purposes
hereof, such reserve requirements shall include, without limitation, those imposed under
Regulation D of the Federal Reserve Board and the LIBOR Loans shall be deemed to constitute
Eurocurrency Liabilities subject to such reserve requirements without benefit of credits for
proration, exceptions or offsets that may be available from time to time to any Bank under said
Regulation D.

"Event of Default"  shall mean an event or condition that constitutes an event of default as
defined in Article VII hereof.

"Federal Funds Effective Rate" shall mean, for any day, the rate per annum (rounded upward to
the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve
Bank of New York (or any successor) on such day as being the weighted average of the rates on
overnight federal funds transactions arranged by federal funds brokers on the previous trading
day, as computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and announces the
weighted average it refers to as the "Federal Funds Effective Rate" as of the Closing Date.

"Financial Covenant" shall mean any affirmative or negative covenant based upon the financial
performance or financial statements, or applicable to financial transactions of Borrower or of
Borrower and its Subsidiaries, including, but not limited to, any covenant of the type set forth in
Section 5.7 hereof.

"Financial Officer" shall mean any of the following officers: chief executive officer, president,
chief financial officer or treasurer.  Unless otherwise qualified, all references to a Financial
Officer in this Agreement shall refer to a Financial Officer of Borrower.

"GAAP" shall mean generally accepted accounting principles as then in effect, which shall
include the official interpretations thereof by the Financial Accounting Standards Board, applied
on a basis consistent with the past accounting practices and procedures of Borrower, but subject
(to the extent provided therein) to Sections 1.2 and 10.12 hereof.

"Guarantor" shall mean a Person that pledges its credit or property in any manner for the payment
or other performance of the indebtedness, contract or other obligation of another and includes
(without limitation) any guarantor (whether of payment or of collection), surety, co-maker,
endorser or Person that agrees conditionally or otherwise to make any purchase, loan or
investment in order thereby to enable another to prevent or correct a default of any kind.

"Hedge Agreement" shall mean any (a) hedge agreement, interest rate swap, cap, collar or floor
agreement, or other interest rate management device entered into by Borrower with any Person in
connection with any Indebtedness of Borrower, or (b) currency swap agreement, forward
currency purchase agreement or similar agreement or arrangement designed to protect against
fluctuations in currency exchange rates.

"Indebtedness" shall mean, for any Company (excluding in all cases trade payables payable in the
ordinary course of business by such Company), without duplication, (a) all obligations to repay
borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the
deferred purchase price of capital assets, (c) all obligations under conditional sales or other title
retention agreements, (d) all obligations (contingent or otherwise) under any letter of credit,
banker's acceptance, currency swap agreement, interest rate swap, cap, collar or floor agreement
or other interest rate management device, (e) all synthetic leases, (f) all lease obligations that
have been or should be capitalized on the books of such Company in accordance with GAAP, (g)
all obligations of such Company with respect to asset securitization financing programs,
including, but not limited to, all indebtedness under the Permitted Receivables Facility, (h) all
obligations to advance funds to, or to purchase assets, property or services from, any other Person
in order to maintain the financial condition of such Person, and (i) any other transaction
(including forward sale or purchase agreements) having the commercial effect of a borrowing of
money entered into by such Company to finance its operations or capital requirements.

"Interest Adjustment Date" shall mean the last day of each Interest Period.

"Interest Coverage Ratio" shall mean, for the most recently completed four (4) fiscal quarters of
Borrower, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated
EBIT to (b) Consolidated Interest Expense.

"Interest Period" shall mean, with respect to any LIBOR Loan, the period commencing on the
date such LIBOR Loan is made and ending on the last day of such period, as selected by
Borrower pursuant to the provisions hereof, and, thereafter, each subsequent period commencing
on the last day of the immediately preceding Interest Period and ending on the last day of such
period, as selected by Borrower pursuant to the provisions hereof.  The duration of each Interest
Period for any LIBOR Loan shall be one (1) month, two (2) months, three (3) months or six (6)
months, in each case as Borrower may select upon notice, as set forth in Section 2.2 hereof,
provided that (a) if Borrower fails to so select the duration of any Interest Period, Borrower shall
be deemed to have converted such LIBOR Loan to a Base Rate Loan at the end of the then
current Interest Period; and (b) Borrower may not select any Interest Period for a LIBOR Loan
that ends after any date when principal is due on such LIBOR Loan.

"Leverage Ratio" shall mean, for the most recently completed fiscal quarter of Borrower, on a
Consolidated basis and in accordance with GAAP, the ratio of (a) Total Indebtedness to (b) (i)
Total Indebtedness plus (ii) Consolidated Net Worth.

"LIBOR Loan" shall mean a Loan described in Section 2.1 hereof on which Borrower shall pay
interest at a rate based upon the LIBOR Rate.

"LIBOR Rate" shall mean, for any Interest Period with respect to a LIBOR Loan, the quotient
(rounded upwards, if necessary, to the nearest one sixteenth of one percent (1/16th of 1%)) of (a)
the per annum rate of interest, determined by Agent in accordance with its usual procedures
(which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M.
(London time) two (2) Business Days prior to the beginning of such Interest Period pertaining to
such LIBOR Loan, as provided by Dow Jones Markets Service, Bloomberg's or Reuters (or any
other similar company or service that provides rate quotations comparable to those currently
provided by such companies) as the rate in the London interbank market for dollar deposits in
immediately available funds with a maturity comparable to such Interest Period, divided by (b) a
number equal to 1.00 minus the Eurocurrency Reserve Percentage.  In the event that such rate
quotation is not available for any reason, then the rate (for purposes of clause (a) hereof) shall be
the rate, determined by Agent as of approximately 11:00 A.M. (London time) two (2) Business
Days prior to the beginning of such Interest Period pertaining to such LIBOR Loan, to be the
average (rounded upwards, if necessary, to the nearest one sixteenth of one percent (1/16th of
1%)) of the per annum rates at which dollar deposits in immediately available funds in an amount
comparable to such LIBOR Loan and with a maturity comparable to such Interest Period are
offered to the prime banks by leading banks in the London interbank market.  The LIBOR Rate
shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency
Reserve Percentage.

"Lien" shall mean any mortgage, security interest, lien (statutory or other), charge, encumbrance
on, pledge or deposit of, or conditional sale, leasing, sale with a right of redemption or other title
retention agreement and any capitalized lease with respect to any property (real or personal) or
asset.

"Loan" shall mean a Tranche A Loan, a Tranche B Loan, the Term Loan or a Swing Loan.

"Loan Documents" shall mean, collectively, this Agreement, each Note, the Agent Fee Letter, the
Closing Fee Letter and any other documents relating to any of the foregoing, as any of the
foregoing may from time to time be amended, restated or otherwise modified or replaced.

"Material Adverse Effect" shall mean a material adverse effect on (a) the business, operations,
property, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as
a whole, or (b) the validity or enforceability of this Agreement or any of the other Loan
Documents or the rights and remedies of Agent or the Banks hereunder or thereunder.

"Material Indebtedness Agreement" shall mean any debt instrument, lease (capital, operating or
otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any
Indebtedness of any Company in excess of the aggregate amount of Fifty Million Dollars
($50,000,000).

"Material Subsidiary" shall mean, at any time, any Subsidiary of Borrower (a) that has assets at
such time comprising five percent (5%) or more of the Consolidated assets of the Companies, or
(b) whose operations in the current fiscal year are expected to, or whose operations in the most
recent fiscal year did (or would have if such Subsidiary had been a Subsidiary for such entire
fiscal year), represent five percent (5%) or more of the Consolidated earnings before interest,
taxes, depreciation and amortization of the Companies for such fiscal year.

"Maximum Amount" shall mean, for each Bank, the amount set forth opposite such Bank's name
under the column headed "Maximum Amount" as listed on Schedule 1 hereto.

"Maximum Tranche A Amount" shall mean One Hundred Seventy Million Dollars
($170,000,000), as such amount may be reduced pursuant to Section 2.6 hereof.

"Maximum Tranche B Amount" shall mean Eight-Five Million Dollars ($85,000,000), as such
amount may be reduced pursuant to Section 2.6 hereof.

"Moody's" shall mean Moody's Investors Service, Inc., or any successor to such company.

"Multiemployer Plan" shall mean a Pension Plan that is subject to the requirements of Subtitle E
of Title IV of ERISA.

"Note" shall mean any Tranche A Note, any Tranche B Note, the Swing Line Note or any other
note delivered pursuant to this Agreement.

"Notice of Loan" shall mean a Notice of Loan in the form of the attached Exhibit D.

"Obligor" shall mean (a) a Person whose credit or any of whose property is pledged to the
payment of the Debt and includes, without limitation, any Guarantor, and (b) any signatory to a
Related Writing.

"Organizational Documents" shall mean, with respect to any Person (other than an individual),
such Person's Articles (Certificate) of Incorporation, or equivalent formation documents, and
Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the
foregoing.

"PBGC" shall mean the Pension Benefit Guaranty Corporation, or its successor.

"Pension Plan" shall mean an ERISA Plan that is a "pension plan" (within the meaning of ERISA
Section 3(2)).

"Permitted Liens" shall mean any of the following: (a) Liens for taxes not yet delinquent or Liens
for taxes being contested in good faith and by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP; (b) Liens (other than any Lien
imposed by ERISA) incurred or deposits made in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other types of social security; and
mechanic's Liens, carrier's Liens, and other Liens to secure the performance of tenders, statutory
obligations, contract bids, government contracts, performance and return-of-money bonds and
other similar obligations, incurred in the ordinary course of business (exclusive of obligations in
respect of the payment for borrowed money), whether pursuant to statutory requirements,
common law or consensual arrangements; provided such Liens do not in the aggregate materially
detract from the value of the property or assets subject thereto or materially impair the use
thereof in the operation of the business of any Company; (c) Liens, if any, created by this
Agreement or the other Loan Documents; (d) Liens arising from judgments, decrees or
attachments in circumstances not constituting an Event of Default under section 7.8 hereof; (e)
Leases or subleases granted to others not interfering in any material respect with the business of
Borrower or any of its Subsidiaries and any interest or title of a lessor under any lease not in
violation of this Agreement; (f) easements, rights-of-way, zoning or deed restrictions, minor
encroachments, defects or irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the ordinary conduct of the business of the Companies;
and (g) Liens on the Receivables Related Assets in connection with the Permitted Receivables
Facility securing the obligations under the Permitted Receivables Facility.

"Permitted Receivables Facility" shall mean an accounts receivable facility whereby the
Companies sell or transfer the Receivables Related Assets of the Companies to the Receivables
Subsidiary which in turn transfers to a buyer, purchaser or lender undivided fractional interests in
the Receivables Related Assets, so long as (a) no portion of the Indebtedness or any other
obligation  (contingent or otherwise) under such Permitted Receivables Facility is guaranteed by
any Company, (b) there is no recourse or obligation to any Company (other than the Receivables
Subsidiary) whatsoever other than pursuant to customary representations, warranties, covenants
and indemnities entered into in the ordinary course of business in connection with such Permitted
Receivables Subsidiary, and (c) no Company (other than the Receivables Subsidiary) provides,
either directly or indirectly, any other credit support of any kind in connection with such
Permitted Receivables Facility other than as set forth in subpart (b) of this definition.

"Person" shall mean any individual, sole proprietorship, partnership, joint venture,
unincorporated organization, corporation, limited liability company, institution, trust, estate,
government or other agency or political subdivision thereof or any other entity.

"Prime Rate" shall mean the interest rate established from time to time by Agent as Agent's prime
rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest
interest rate charged by Agent for commercial or other extensions of credit. Each change in the
Prime Rate shall be effective immediately from and after such change.

"Receivables Related Assets" shall mean accounts receivable, instruments, chattel paper,
obligations, general intangibles and other similar assets, in each case relating to receivables
subject to the Permitted Receivables Facility, including interests in merchandise or goods, the
sale or lease of which gave rise to such receivables, related contractual rights, guaranties,
insurance proceeds, collections and proceeds of all of the foregoing.

"Receivables Subsidiary" shall mean a Wholly-Owned Subsidiary of Borrower that is established
as a "bankruptcy remote" Subsidiary for the sole purpose of acquiring accounts receivable under
the Permitted Receivables Facility and that shall not engage in any activities other than in
connection with the Permitted Receivables Facility.

"Related Writing" shall mean each Loan Document and any other assignment, mortgage, security
agreement, guaranty agreement, subordination agreement, financial statement, audit report or
other writing furnished by Borrower, any Subsidiary or any Obligor, or any of their respective
officers, to Agent or the Banks pursuant to or otherwise in connection with this Agreement.

"Reportable Event" shall mean a reportable event as that term is defined in Title IV of ERISA,
except actions of general applicability by the Secretary of Labor under Section 110 of such Act.

"Request for Conversion" shall mean a Request for Conversion in the form of the attached
Exhibit F.

"Request for Extension" shall mean a Request for Extension substantially in the form of the
attached Exhibit G.

"Required Banks" shall mean the holders of greater than fifty percent (50%) of the Total
Commitment Amount, or, if there is any borrowing hereunder, the holders of greater than fifty
percent (50%) of the aggregate amount outstanding under the Notes (other than the Swing Line
Note).

"Restructuring Charges" shall mean the nonrecurring charges and losses taken by Borrower,
including, but not limited to, the charges taken in accordance with GAAP in connection with
Borrower's restructuring, during the fiscal quarter of Borrower ending March 31, 2001 and the
other restructuring related charges to be taken by Borrower during the fiscal year ending
December 31, 2001; provided, however, that (a) the aggregate amount of all such charges shall
not exceed One Hundred Twenty Million Dollars ($120,000,000) and (b) the cash portion of all
such charges shall not exceed the amount of  Seventy Million Dollars ($70,000,000).

"SEC" shall mean the United States Securities and Exchange Commission, or any governmental
body or agency succeeding to any of its principal functions.

"Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., or any successor to such company.

"Subsidiary" of Borrower or any of its Subsidiaries shall mean (a) a corporation more than fifty
percent (50%) of the Voting Power of which is owned, directly or indirectly, by Borrower or by
one or more other subsidiaries of Borrower or by Borrower and one or more subsidiaries of
Borrower, (b) a partnership or limited liability company of which Borrower, one or more other
subsidiaries of Borrower or Borrower and one or more subsidiaries of Borrower, directly or
indirectly, is a general partner or managing member, as the case may be, or otherwise has the
power to direct the policies, management and affairs thereof, or (c) any other Person (other than a
corporation) in which Borrower, one or more other subsidiaries of Borrower or Borrower and one
or more subsidiaries of Borrower, directly or indirectly, has at least a majority interest in the
Voting Power or the power to direct the policies, management and affairs thereof.

"Swing Line" shall mean the credit facility established by Agent for Borrower in accordance with
subpart 2 of Section 2.1A hereof and subpart 2 of Section 2.1B hereof.

"Swing Line Commitment" shall mean the commitment of Agent to make Swing Loans to
Borrower up to the maximum aggregate amount at any time outstanding of Fifty Million Dollars
($50,000,000) in accordance with the terms and conditions of the Swing Line.

"Swing Line Exposure" shall mean, at any time, the sum of (a) the Tranche A Swing Line
Exposure, and (b) the Tranche B Swing Line Exposure.

"Swing Line Note" shall mean the Swing Line Note executed and delivered pursuant to subpart 2
of Section 2.1A hereof.

"Swing Loan" shall mean a Loan granted to Borrower by Agent under the Swing Line.

"Swing Loan Maturity Date" shall mean, (a) with respect to any Swing Loan made under subpart
2 of Section 2.1A hereof, the earlier of (i) thirty (30) days after the date such Swing Loan is
made, or (ii) the last day of the Commitment Period applicable to the Tranche A Commitment,
and (b) with respect to any Swing Loan made under subpart 2 of Section 2.1B hereof, the earlier
of (i) thirty (30) days after the date such Swing Loan is made, or (ii) the last day of the
Commitment Period applicable to the Tranche B Commitment.

"Term Loan" shall mean the term loan to which the Tranche B Loans have been converted on the
Conversion Date pursuant to Section 2.1B hereof.

"Term Loan Maturity Date" shall mean May 10, 2003.

"Total Commitment Amount" shall mean the principal amount of Two Hundred Fifty-Five
Million Dollars ($255,000,000), or such lesser amount as shall be determined pursuant to Section
2.6 hereof.

"Total Indebtedness" shall mean, at any time, on a Consolidated basis and in accordance with
GAAP, all Indebtedness of Borrower.

"Tranche A Commitment" shall mean the obligation hereunder, during the applicable
Commitment Period, of (a) each Bank to participate in the making of Tranche A Loans up to the
aggregate  amount set forth opposite such Bank's name under the column headed "Tranche A
Commitment Amount" as set forth on Schedule 1 hereto (or such lesser amount as shall be
determined pursuant to Section 2.6 hereof), and (b) Agent to make Swing Loans under subpart 2
of Section 2.1A hereof pursuant to the Swing Line Commitment.

"Tranche A Exposure" shall mean, at any time, the sum of (a) the aggregate principal amount of
all Tranche A Loans outstanding, and (b) the Tranche A Swing Line Exposure.

"Tranche A Loan" shall mean a Loan granted to Borrower by the Banks in accordance with
Section 2.1A hereof.

"Tranche A Note" shall mean a Tranche A Note executed and delivered pursuant to Section 2.1A
hereof.

"Tranche A Swing Line Exposure" shall mean, at any time, the aggregate principal amount of
Swing Loans outstanding under subpart 2 of Section 2.1A hereof.

"Tranche B Commitment" shall mean the obligation hereunder, during the applicable
Commitment Period, of (a) each Bank to participate in the making of Tranche B Loans up to the
aggregate  amount set forth opposite such Bank's name under the column headed "Tranche B
Commitment Amount" as set forth on Schedule 1 hereto (or such lesser amount as shall be
determined pursuant to Section 2.6 hereof), and (b) Agent to make Swing Loans under subpart 2
of Section 2.1B hereof pursuant to the Swing Line Commitment.

"Tranche B Exposure" shall mean, at any time, the sum of (a) the aggregate principal amount of
all Tranche B Loans outstanding, and (b) the Tranche B Swing Line Exposure.

"Tranche B Loan" shall mean a Loan granted to Borrower by the Banks in accordance with
subpart 1 of Section 2.1B hereof.

"Tranche B Note" shall mean a Tranche B Note executed and delivered pursuant to Section 2.1B
hereof.

"Tranche B Swing Line Exposure" shall mean, at any time, the aggregate principal amount of
Swing Loans outstanding under subpart 2 of Section 2.1B hereof.

"Usage Fee" shall have the meaning given to such term in Section 2.5(c) hereof.

"Voting Power" shall mean, with respect to any Person, the exclusive ability to control, through
the ownership of shares of capital stock, partnership interests, membership interests or otherwise,
the election of members of the board of directors or other similar governing body of such Person,
and the holding of a designated percentage of Voting Power of a Person means the ownership of
shares of capital stock, partnership interests, membership interests or other interests of such
Person sufficient to control exclusively the election of that percentage of the members of the
board of directors or similar governing body of such Person.

"Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within the meaning of ERISA
Section 3 (l).

SECTION 1.2.  Accounting Terms.  Any accounting term not specifically defined in this Article I
shall have the meaning ascribed thereto by GAAP; provided, however, that if Borrower notifies
Agent that Borrower requests an amendment to any provision of Article V hereof to eliminate the
effect of any change in GAAP occurring after the Closing Date or in the application thereof to
such provision (or if Agent notifies Borrower that the Required Banks request an amendment to
any such provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision shall have
been amended in accordance with the requirements of this Agreement.

SECTION 1.3.  Terms Generally.  The foregoing definitions shall be applicable to the singular
and plurals of the foregoing defined terms.

ARTICLE II. AMOUNT AND TERMS OF CREDIT

SECTION 2.1. Amount and Nature of Credit. Subject to the terms and conditions of this
Agreement, each Bank shall participate, to the extent hereinafter provided, in making Loans to
Borrower in such aggregate amount as Borrower shall request pursuant to the Commitment;
provided, however, that in no event shall the aggregate principal amount of all Loans outstanding
under this Agreement be in excess of the Total Commitment Amount.

Each Bank, for itself and not one for any other, agrees to participate in Loans made hereunder
during the Commitment Period on such basis that immediately after the completion of any
borrowing by Borrower, (a) the aggregate principal amount then outstanding on the Notes (other
than the Swing Line Note) issued to such Bank shall not be in excess of the Maximum Amount
for such Bank, and (b) the aggregate principal amount outstanding on the Notes (other than the
Swing Line Note) issued to such Bank shall represent that percentage of the aggregate principal
amount then outstanding on all Notes (including the Notes held by such Bank) that is such Bank's
Commitment Percentage.

Each borrowing (other than Swing Loans) from the Banks hereunder shall be made pro rata
according to the respective Commitment Percentages of the Banks. The Loans may be made as
Tranche A Loans, Swing Loans and Tranche B Loans, and Tranche B Loans may be converted to
a Term Loan as follows:

A.  Tranche A Commitment.

1.  Tranche A Loans.

Subject to the terms and conditions of this Agreement, during the applicable Commitment
Period, the Banks shall make a Tranche A Loan or Tranche A Loans to Borrower in such amount
or amounts as Borrower may from time to time request, but not exceeding in aggregate principal
amount at any time outstanding hereunder the Maximum Tranche A Amount, when such Tranche
A Loans are combined with the Tranche A Swing Line Exposure.  Borrower shall have the
option, subject to the terms and conditions set forth herein, to borrow Tranche A Loans, maturing
on the last day of the applicable Commitment Period, by means of any combination of (a) Base
Rate Loans, or (b) LIBOR Loans.

Borrower shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from
time to time from the date thereof until paid at the Base Rate from time to time in effect.  Interest
on such Base Rate Loans shall be payable, commencing June 30, 2001, and on the last day of
each succeeding September, December, March and June thereafter and at the maturity thereof.

Borrower shall pay interest on the unpaid principal amount of each LIBOR Loan outstanding
from time to time, fixed in advance on the first day of the Interest Period applicable thereto
through the last day of the Interest Period applicable thereto (but subject to changes in the
Applicable Margin), at the Derived LIBOR Rate.  Interest on such LIBOR Loans shall be payable
on each Interest Adjustment Date (provided that, if an Interest Period exceeds three (3) months,
the interest must be paid every three (3) months, commencing three (3) months from the
beginning of such Interest Period).

At the request of Borrower to Agent, subject to the notice and other provisions of Section 2.2
hereof, the Banks shall convert Base Rate Loans to LIBOR Loans at any time and shall convert
LIBOR Loans to Base Rate Loans on any Interest Adjustment Date.

The obligation of Borrower to repay the Base Rate Loans and LIBOR Loans made by each Bank
pursuant to this Section 2.1A and to pay interest thereon shall be evidenced by a Tranche A Note
of Borrower in the form of Exhibit A hereto, payable to the order of such Bank in the principal
amount of its Tranche A Commitment, or, if less, the aggregate unpaid principal amount of
Tranche A Loans made hereunder by such Bank. Subject to the provisions of this Agreement,
Borrower shall be entitled under this subpart 1 of Section 2.1A to borrow funds, repay the same
in whole or in part and re-borrow hereunder at any time and from time to time during the
applicable Commitment Period.

2.  Swing Loans under Tranche A Commitment.

Subject to the terms and conditions of this Agreement, during the Commitment Period applicable
to the Tranche A Commitment, Agent shall make a Swing Loan or Swing Loans to Borrower in
such amount or amounts as Borrower may from time to time request; provided that Borrower
shall not request any Swing Loan hereunder if, after giving effect thereto, either (a) the Tranche
A Exposure would exceed the Maximum Tranche A Amount, or (b) the Swing Line Exposure
would exceed the Swing Line Commitment.  Each Swing Loan shall be due and payable on the
Swing Loan Maturity Date applicable thereto.

Borrower shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a
participation in such Swing Loan), on the unpaid principal amount of each Swing Loan
outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate
applicable to such Swing Loan.  Interest on each Swing Loan shall be payable on the Swing Loan
Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1)
day.

The obligation of Borrower to repay the Swing Loans and to pay interest thereon shall be
evidenced by a Swing Line Note of Borrower substantially in the form of Exhibit C hereto, and
payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less,
the aggregate unpaid principal amount of Swing Loans made hereunder by Agent.  Subject to the
provisions of this Agreement, Borrower shall be entitled under this subpart 2 of Section 2.1A to
borrow funds, repay the same in whole or in part and reborrow hereunder at any time and from
time to time during the Commitment Period applicable to the Tranche A Commitment.

If Agent so elects, by giving notice to Borrower and the Banks, Borrower agrees that Agent shall
have the right, in its sole discretion, to require that any Swing Loan made pursuant to this subpart
2 of Section 2.1A be refinanced as a Tranche A Loan.  Such Tranche A Loan shall be a Base
Rate Loan unless and until converted by Borrower to a LIBOR Loan pursuant to subpart 1 of this
Section 2.1A and Section 2.2 hereof.  Upon receipt of such notice by Borrower, Borrower shall
be deemed, on such day, to have requested a Tranche A Loan in the principal amount of the
Swing Loan in accordance with subpart 1 of this Section 2.1A and Section 2.2 hereof.  Each
Bank agrees to make a Tranche A Loan on the date of such notice, subject to no conditions
precedent whatsoever.  Each Bank acknowledges and agrees that such Bank's obligation to make
a Tranche A Loan pursuant to subpart 1 of this Section 2.1A when required by this subpart 2 of
Section 2.1A is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, the occurrence and continuance of a Default or Event
of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such
Tranche A Loan shall be made without any offset, abatement, recoupment, counterclaim,
withholding or reduction whatsoever and whether or not such Bank's Tranche A Commitment
shall have been reduced or terminated.  Borrower irrevocably authorizes and instructs Agent to
apply the proceeds of any borrowing pursuant to this paragraph to repay in full such Swing Loan.

If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to, convert
any Swing Loan to a Tranche A Loan pursuant to the preceding paragraph, then on any day that a
Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the
right to request that each Bank purchase a participation in such Swing Loan, and Agent shall
promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing).  Upon such
notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank
hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in
an amount equal to such Bank's Commitment Percentage of the aggregate principal amount of
such Swing Loan.  In consideration and in furtherance of the foregoing, each Bank hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent,
for its sole account, such Bank's ratable share of such Swing Loan (determined in accordance
with such Bank's Commitment Percentage).  Each Bank acknowledges and agrees that its
obligation to acquire participations in Swing Loans pursuant to this subpart 2 of Section 2.1A is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including,
without limitation, the occurrence and continuance of a Default or an Event of  Default, and that
each such payment shall be made without any offset, abatement, recoupment, counterclaim,
withholding or reduction whatsoever and whether or not such Bank's Tranche A Commitment
shall have been reduced or terminated.  Each Bank shall comply with its obligation under this
subpart 2 of Section 2.1A by wire transfer of immediately available funds, in the same manner as
provided in Section 2.2 hereof with respect to Tranche A Loans to be made by such Bank.

B.  Tranche B Commitment.

1.  Tranche B Loans.

Subject to the terms and conditions of this Agreement, during the applicable Commitment
Period, the Banks shall make a Tranche B Loan or Tranche B Loans to Borrower in such amount
or amounts as Borrower may from time to time request, but not exceeding in aggregate principal
amount at any time outstanding hereunder the Maximum Tranche B Amount, when such Tranche
B Loans are combined with the Tranche B Swing Line Exposure.  Borrower shall have the
option, subject to the terms and conditions set forth herein, to borrow Tranche B Loans, maturing
on the last day of the applicable Commitment Period, by means of any combination of (a) Base
Rate Loans or (b) LIBOR Loans.

Borrower shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from
time to time from the date thereof until paid at the Base Rate from time to time in effect.  Interest
on such Base Rate Loans shall be payable, commencing June 30, 2001, and on the last day of
each succeeding September, December, March and June thereafter and at the maturity thereof.

Borrower shall pay interest on the unpaid principal amount of each LIBOR Loan outstanding
from time to time, fixed in advance on the first day of the Interest Period applicable thereto
through the last day of the Interest Period applicable thereto (but subject to changes in the
Applicable Margin), at the Derived LIBOR Rate.  Interest on such LIBOR Loans shall be payable
on each Interest Adjustment Date (provided that, if an Interest Period exceeds three (3) months,
the interest must be paid every three (3) months, commencing three (3) months from the
beginning of such Interest Period).

At the request of Borrower to Agent, subject to the notice and other provisions of Section 2.2
hereof, the Banks shall convert Base Rate Loans to LIBOR Loans at any time and shall convert
LIBOR Loans to Base Rate Loans on any Interest Adjustment Date.

The obligation of Borrower to repay the Base Rate Loans and LIBOR Loans made by each Bank
pursuant to this Section 2.1B and to pay interest thereon shall be evidenced by a Tranche B Note
of Borrower in the form of Exhibit B hereto, payable to the order of such Bank in the principal
amount of its Tranche B Commitment, or, if less, the aggregate unpaid principal amount of
Tranche B Loans made hereunder by such Bank. Subject to the provisions of this Agreement,
Borrower shall be entitled under this Section 2.1B to borrow funds, repay the same in whole or in
part and re-borrow hereunder at any time and from time to time during the applicable
Commitment Period.

2.  Swing Loans under Tranche B Commitment.

Subject to the terms and conditions of this Agreement, during the Commitment Period applicable
to the Tranche B Commitment, Agent shall make a Swing Loan or Swing Loans to Borrower in
such amount or amounts as Borrower may from time to time request; provided that Borrower
shall not request any Swing Loan hereunder if, after giving effect thereto, either (a) the Tranche
B Exposure would exceed the Maximum Tranche B Amount, or (b) the Swing Line Exposure
would exceed the Swing Line Commitment.

Each Swing Loan made under this subpart 2 of Section 2.1B shall be payable in accordance with
the terms applicable to Swing Loans under subpart 2 of Section 2.1A and shall be evidenced by
the Swing Line Note.  Agent shall have the same rights to require participation from the Banks
with respect to Swing Loans made pursuant to this subpart 2 of Section 2.1B as are applicable to
Swing Loans under subpart 2 of Section 2.1A hereof.

If Agent so elects, by giving notice to Borrower and the Banks, Borrower agrees that Agent shall
have the right, in its sole discretion, to require that any Swing Loan made pursuant to this subpart
2 of Section 2.1B be refinanced as a Tranche B Loan.  Such Tranche B Loan shall be a Base Rate
Loan unless and until converted by Borrower to a LIBOR Loan pursuant to subpart 1 of this
Section 2.1B and Section 2.2 hereof.  Upon receipt of such notice by Borrower, Borrower shall
be deemed, on such day, to have requested a Tranche B Loan in the principal amount of the
Swing Loan in accordance with subpart 1 of this Section 2.1B and Section 2.2 hereof.  Each
Bank agrees to make a Tranche B Loan on the date of such notice, subject to no conditions
precedent whatsoever.  Each Bank acknowledges and agrees that such Bank's obligation to make
a Tranche B Loan pursuant to subpart 1 of this Section 2.1B when required by this subpart 2 of
Section 2.1B is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, the occurrence and continuance of a Default or Event
of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such
Tranche B Loan shall be made without any offset, abatement, recoupment, counterclaim,
withholding or reduction whatsoever and whether or not such Bank's Tranche B Commitment
shall have been reduced or terminated.  Borrower irrevocably authorizes and instructs Agent to
apply the proceeds of any borrowing pursuant to this paragraph to repay in full such Swing Loan.

3.  Conversion of Tranche B Loans.

At the request of Borrower, by the delivery to Agent and the Banks at least three (3) days prior to
the Conversion Date of a Request for Conversion, and provided that no Default or Event of
Default shall exist hereunder, all Tranche B Loans outstanding on the Conversion Date shall be
converted into a Term Loan in the aggregate principal amount of such Tranche B Loans.  On and
after the Conversion Date, Tranche B Loans shall no longer be available hereunder and the
Tranche B Commitment shall be automatically terminated.  The Term Loan shall be payable in
full on the Term Loan Maturity Date.  The obligation of Borrower to pay the Term Loan shall be
evidenced by the Tranche B Notes.

Borrower shall notify Agent, prior to the Conversion Date (in accordance with the notice
provisions of Section 2.2 hereof), whether the Term Loan will be a Base Rate Loan or a LIBOR
Loan.  The Term Loan may be a mixture of a Base Rate Loan and LIBOR Loans.  The Banks, at
the request of Borrower to Agent, subject to the applicable notice and other provisions of Section
2.2 hereof, shall convert a Base Rate Loan to a LIBOR Loan at any time and shall convert a
LIBOR Loan to a Base Rate Loan on any Interest Adjustment Date.

With respect to any portion of the Term Loan that is a Base Rate Loan, Borrower shall pay
interest on the unpaid principal amount thereof outstanding from time to time from the date
thereof until paid, commencing on the last day of the calendar quarter in which the Conversion
Date occurred, and on the last day of each succeeding calendar quarter thereafter and at the
maturity thereof, at the Base Rate from time to time in effect.

With respect to any portion of the Term Loan that is a LIBOR Loan, Borrower shall pay interest
on the unpaid principal amount of each LIBOR Loan outstanding from time to time, fixed in
advance on the first day of the Interest Period applicable thereto through the last day of the
Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the
Derived LIBOR Rate.  Interest on such LIBOR Loan shall be payable on each Interest
Adjustment Date (provided that, if an Interest Period exceeds three (3) months, the interest must
be paid every three (3) months, commencing three (3) months from the beginning of such Interest
Period).

SECTION 2.2. Conditions To Loans.  The obligation of the Banks to make, continue or convert
any Loan, and of Agent to make any Swing Loan, is conditioned, in the case of each borrowing,
conversion or continuation hereunder, upon:

(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;

(b)  with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be
received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion,
and, with respect to LIBOR Loans, by 11:00 A.M. (Cleveland, Ohio time) three (3) Business
Days prior to the proposed date of borrowing, conversion or continuation.  Agent shall notify
each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt
of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is
received.  On the date such Loan is to be made, each Bank shall provide Agent, not later than
3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available
funds, required of it.  If Agent elects to advance the proceeds of such Loan prior to receiving
funds from such Bank, Agent shall have the right, upon prior notice to Borrower, to debit any
account of Borrower or otherwise receive from Borrower, on demand, such amount, in the event
that such Bank fails to reimburse Agent in accordance with this subsection.  Agent shall also
have the right to receive interest from such Bank at the Federal Funds Effective Rate in the event
that such Bank shall fail to provide its portion of the Loan on the date requested and Agent elects
to provide such funds;

(c)  with respect to Swing Loans, receipt by Agent of a Notice of Loan, such notice to be received
by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing;

(d)  Borrower's request for (i) a Base Rate Loan shall be in an amount of not less than Five
Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000); (ii)
a LIBOR Loan shall be in an amount of not less than Five Million Dollars ($5,000,000),
increased by increments of One Million Dollars ($1,000,000); and (iii) a Swing Loan shall be in
an amount not less than One Million Dollars ($1,000,000);

(e)  the fact that no Default or Event of Default shall then exist or immediately after the making,
conversion or continuation of the Loan would exist; and

(f)  the fact that each of the representations and warranties contained in Article VI hereof shall be
true and correct in all material respects with the same force and effect as if made on and as of the
date of the making, conversion, or continuation of such Loan, except to the extent that any
thereof expressly relate to an earlier specified date, in which case such representations and
warranties shall have been true and correct in all material respects as of the date when made.

Each request by Borrower for the making, conversion or continuation of a Loan hereunder shall
be deemed to be a representation and warranty by Borrower as of the date of such request as to
the facts specified in (e) and (f) above.

Each request for a LIBOR Loan shall be irrevocable and binding on Borrower and Borrower shall
indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a
result of any failure by Borrower to consummate such transaction including, without limitation,
any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan.  A
certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be
conclusive and binding for all purposes, absent manifest error.

SECTION 2.3. Payment on Notes, Etc.

(a)  Payments.  All payments described in this Agreement shall be remitted to Agent at its main
office for the account of the Banks not later than 11:00 A.M. (Cleveland, Ohio time) on the due
date thereof in immediately available funds without setoff, counterclaim or other deduction.  Any
such payments received by Agent after 11:00 A.M. (Cleveland, Ohio time) shall be deemed to
have been made and received on the next following Business Day.

(b)  Payments Net of Taxes.  All payments under this Agreement or any other Loan Document by
Borrower or any other Obligor shall be made absolutely net of, without deduction or offset for,
and altogether free and clear of, any and all present and future taxes, levies, deductions, charges
and withholdings and all liabilities with respect thereto, under the laws of the United States of
America or any foreign jurisdiction (or any state or political subdivision thereof), excluding
income and franchise taxes imposed on any Bank (and withholding relating thereto) under the
laws of the United States of America or any foreign jurisdiction (or any state or political
subdivision thereof).  If Borrower or other Obligor is compelled by law to deduct any such taxes
or levies (other than such excluded taxes) or to make any such other deductions, charges or
withholdings, then Borrower or such Obligor, as the case may be, shall pay such additional
amounts as may be necessary in order that the net payments after such deduction, and after giving
effect to any United States or foreign jurisdiction (or any state or political subdivision thereof)
income taxes required to be paid by the Banks in respect of such additional amounts, shall equal
the amount of interest provided in Section 2.1 hereof for each Loan plus any principal then due.

(c)  Payments to Banks.  Upon Agent's receipt of payments hereunder, Agent shall immediately
distribute to each Bank its ratable share, if any, of the amount of principal, interest, and facility
and other fees received by it for the account of such Bank.  Payments received by Agent shall be
delivered to the Banks in immediately available funds.  Each Bank shall record any principal,
interest or other payment, the principal amounts of Base Rate Loans and LIBOR Loans, all
prepayments and the applicable dates, including Interest Periods, with respect to the Loans made,
and payments received by such Bank, by such method as such Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract from the
obligations of Borrower under the Notes.  The aggregate unpaid amount of Loans, types of
Loans, Interest Periods and similar information with respect to such Loans set forth on the
records of Agent shall be rebuttably presumptive evidence with respect to such information,
including the amounts of principal and interest owing and unpaid on each Note.

(d)  Timing of Payments.  Whenever any payment to be made hereunder, including, without
limitation, any payment to be made on any Note, shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day and such
extension of time shall in each case be included in the computation of the interest payable on
such Note; provided, however, that, with respect to any LIBOR Loan, if the next succeeding
Business Day falls in the succeeding calendar month, such payment shall be made on the
preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

SECTION 2.4.  Prepayment.

(a)  Right to Prepay.

(i)  Borrower shall have the right, at any time or from time to time, to prepay, on a pro rata basis
for all of the Banks, all or any part of the principal amount of the Tranche A Notes or Tranche B
Notes then outstanding, as designated by Borrower, plus interest accrued on the amount so
prepaid to the date of such prepayment; and

(ii)  Borrower shall have the right, at any time or from time to time, to prepay, for the benefit of
Agent (and any Bank that has purchased a participation in such Swing Loan), all or any part of
the principal amount of the Swing Loans then outstanding, as designated by Borrower, plus
interest accrued on the amount so prepaid to the date of such prepayment.

(b)  Prepayment Fees.

(i)  Prepayments of Base Rate Loans shall be without any premium or penalty;

(ii)  In any case of prepayment of a LIBOR Loan, Borrower agrees that if the reinvestment rate,
as quoted by the money desk of Agent (the "Reinvestment Rate"), shall be lower than the LIBOR
Rate applicable to the LIBOR Loan that is intended to be prepaid (hereinafter, "Last LIBOR"),
then Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of
each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate
(the "Prepayment Rate") which shall be equal to the difference between the Last LIBOR and the
Reinvestment Rate, times (B) the prepayment principal amount of the LIBOR Loan that is to be
prepaid, times (C) (1) the number of days remaining in the Interest Period of the LIBOR Loan
that is to be prepaid divided by (2) three hundred sixty (360).  In addition, Borrower shall
immediately pay directly to Agent, for the account of the Banks, the amount of any additional
costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent
or the Banks in connection with the prepayment, upon Borrower's receipt of a written statement
from Agent; and

(iii)  In the case of prepayment of a Swing Loan, Borrower agrees to pay to Agent, on demand,
for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation,
any loss incurred in obtaining, liquidating or employing deposits.

(c)  Notice of Prepayment.  Borrower shall give Agent written notice of prepayment of any Base
Rate Loan by not later than 11:00 A.M. (Cleveland, Ohio time) one (1) Business Day prior to the
Business Day on which such prepayment is to be made and written notice of the prepayment of
any LIBOR Loan not later than 1:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior
to the Business Day on which such prepayment is to be made.

(d)  Minimum Amount.  Each prepayment of a LIBOR Loan by Borrower shall be in the
aggregate principal amount of not less than Five Million Dollars ($5,000,000), except in the case
of a mandatory prepayment in connection with Section 2.8(a) hereof or Article III hereof.

SECTION 2.5. Facility; Usage and Other Fees.

(a)  Borrower shall pay to Agent, for the ratable account of the Banks, as a consideration for the
Tranche A Commitment hereunder, a facility fee from the Closing Date to and including the last
day of the applicable Commitment Period, payable quarterly, at a rate per annum equal to (i) the
Applicable Facility Fee Rate in effect on the date that such facility fee is due, times (ii) the
highest Maximum Tranche A Amount during such quarter. The facility fee with respect to the
Tranche A Commitment shall be payable in arrears, on June 30, 2001 and on the last day of each
succeeding September, December, March and June thereafter, and on the last day of the
applicable Commitment Period.

(b)  Borrower shall pay to Agent, for the ratable account of the Banks, as a consideration for the
Tranche B Commitment hereunder, a facility fee from the Closing Date to and including the last
day of the applicable Commitment Period, payable quarterly, at a rate per annum equal to (i) the
Applicable Facility Fee Rate in effect on the date that such facility fee is due, times (ii) the
highest Maximum Tranche B Amount during such quarter. The facility fee with respect to the
Tranche B Commitment shall be payable in arrears, on June 30, 2001 and on the last day of each
succeeding September, December, March and June thereafter, and on the last day of the
applicable Commitment Period.

(c)  Borrower shall pay to Agent, for the ratable benefit of the Banks, a usage fee (the "Usage
Fee"), for each day on which the Credit Exposure exceeds an amount equal to one-fourth (1/4th)
of the Total Commitment Amount in effect on such day, at a rate per annum equal to (i) the
Applicable Usage Fee Rate in effect on such day, times (ii) the Credit Exposure on such day.
The Usage Fee shall be payable quarterly in arrears, commencing on June 30, 2001, and on the
last day of each succeeding September, December, March and June thereafter, and on the last day
of the Commitment Period applicable to the Tranche A Commitment.

(d)  Borrower shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter.

SECTION 2.6. Reduction of Commitment.

(a)  Borrower may at any time or from time to time permanently reduce in whole or ratably in
part the Tranche A Commitment to an amount not less than the then existing Tranche A
Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction,
provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of
not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars
($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such
Bank's proportionate share thereof.  After each such reduction, the facility fees payable hereunder
shall be calculated upon the Tranche A Commitment as so reduced.  If Borrower reduces in
whole the Tranche A Commitment, on the effective date of such reduction (Borrower having
prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A
Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid),
all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall
redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A
Commitment shall be effective during the remainder of the applicable Commitment Period.

(b)  Borrower may at any time or from time to time permanently reduce in whole or ratably in
part the Tranche B Commitment to an amount not less than the then existing Tranche B
Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction,
provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of
not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars
($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such
Bank's proportionate share thereof.  After each such reduction, the facility fees payable hereunder
shall be calculated upon the Tranche B Commitment as so reduced.  If Borrower reduces in
whole the Tranche B Commitment, on the effective date of such reduction (Borrower having
prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B
Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid;
and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes
shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes
to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the
remainder of the applicable Commitment Period.

SECTION 2.7. Computation of Interest and Fees; Default Rate. With the exception of Base Rate
Loans, interest on Loans and facility and other fees and charges hereunder shall be computed on
the basis of a year having three hundred sixty (360) days and calculated for the actual number of
days elapsed.  With respect to Base Rate Loans, interest shall be computed on the basis of a year
having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may
be, and calculated for the actual number of days elapsed.   Anything herein to the contrary
notwithstanding, if an Event of Default shall occur hereunder, at the option of Agent or the
Required Banks, the principal of each Note and the unpaid interest thereon shall bear interest,
until paid, at the Default Rate. In no event shall the rate of interest hereunder exceed the
maximum rate allowable by law.

SECTION 2.8. Mandatory Payment.

(a)  If, at any time, the Credit Exposure shall exceed the Total Commitment Amount, Borrower
shall, as promptly as practicable, but in no event later than the next Business Day, prepay an
aggregate principal amount of Loans sufficient to bring the aggregate outstanding principal
amount of all such Loans within the Total Commitment Amount.

(b)  If, at any time, the Tranche A Exposure shall exceed the Maximum Tranche A Amount,
Borrower shall, as promptly as practicable, but in no event later than the next Business Day,
prepay an aggregate principal amount of Tranche A Loans sufficient to bring the aggregate
outstanding principal amount of all such Tranche A Loans within the Maximum Tranche A
Amount.

(c)  If, at any time, the Tranche B Exposure shall exceed the Maximum Tranche B Amount,
Borrower shall, as promptly as practicable, but in no event later than the next Business Day,
prepay an aggregate principal amount of the Tranche B Loans sufficient to bring the aggregate
outstanding principal amount of all such Tranche B Loans within the Maximum Tranche B
Amount.

(d)  Any prepayment of a LIBOR Loan pursuant to this Section 2.8 shall be subject to the
prepayment fees set forth in Section 2.4 hereof and, if applicable, Article III hereof.

SECTION 2.9.  Extension of Commitment.  Contemporaneously with the delivery of the
financial statements required pursuant to Section 5.3(b) hereof (commencing with the financial
statements for Borrower's fiscal year ending December 31, 2001), Borrower may deliver a
Request for Extension, requesting that the Banks extend the maturity of either the Tranche A
Commitment or the Tranche B Commitment, or both, for an additional year.  Each such
extension shall require the unanimous written consent of all of the Banks and shall be upon such
terms and conditions as may be agreed to by Agent, Borrower and the Banks.  Borrower shall pay
any attorneys' fees or other expenses of Agent in connection with the documentation of any such
extension, as well as such other fees as may be agreed upon between Borrower and Agent.

ARTICLE III.   ADDITIONAL PROVISIONS RELATING TO LIBOR

LOANS; INCREASED CAPITAL; TAXES.

SECTION 3.1. Reserves or Deposit Requirements, Etc.  If, at any time, any law, treaty or
regulation (including, without limitation, Regulation D of the Board of Governors of the Federal
Reserve System) or the interpretation thereof by any governmental authority charged with the
administration thereof or any central bank or other fiscal, monetary or other authority shall
impose (whether or not having the force of law), modify or deem applicable any reserve or
special deposit requirement (other than reserves included in the Eurocurency Reserve Percentage,
the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against
assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result
of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such
Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal
or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such
Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with
respect to such LIBOR Loan, as additional consideration hereunder, additional amounts
sufficient to fully compensate and indemnify such Bank for such increased cost or reduced
amount, assuming (which assumption such Bank need not corroborate) such additional cost or
reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or
reduced amount as a result of any event mentioned in this Section 3.1, setting forth the
calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the
absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding
any other provision of this Agreement, after any such demand for compensation by any Bank,
Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent,
may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan
regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to
the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly
as practicable (with a copy thereof delivered to Agent) of the existence of any event that will
likely require the payment by Borrower of any such additional amount under this Section.

SECTION 3.2. Tax Law, Etc.  In the event that by reason of any law, regulation or requirement
or in the interpretation thereof by an official authority, or the imposition of any requirement of
any central bank whether or not having the force of law, any Bank shall, with respect to this
Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost,
charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed
upon the total net income of such Bank) and if any such measures or any other similar measure
shall result in an increase in the cost to such Bank of making or maintaining any LIBOR Loan or
in a reduction in the amount of principal, interest or commitment fee receivable by such Bank in
respect thereof, then such Bank shall promptly notify Borrower stating the reasons therefor.
Borrower shall thereafter pay to such Bank, upon demand from time to time on Interest
Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, such
additional amounts as shall fully compensate such Bank for such increased cost or reduced
amount. A certificate as to any such increased cost or reduced amount, setting forth the
calculations therefor, shall be submitted by such Bank to Borrower and shall, in the absence of
manifest error, be conclusive and binding as to the amount thereof.

If any Bank receives such additional consideration from Borrower pursuant to this Section 3.2,
such Bank shall use reasonable efforts to obtain the benefits of any refund, deduction or credit for
any taxes or other amounts on account of which such additional consideration has been paid and
shall reimburse Borrower to the extent, but only to the extent, that such Bank shall receive a
refund of such taxes or other amounts together with any interest thereon or an effective net
reduction in taxes or other governmental charges (including any taxes imposed on or measured
by the total net income of such Bank) of the United States or any state or subdivision thereof by
virtue of any such deduction or credit, after first giving effect to all other deductions and credits
otherwise available to such Bank. If, at the time any audit of such Bank's income tax return is
completed, such Bank determines, based on such audit, that it was not entitled to the full amount
of any refund reimbursed to Borrower as aforesaid or that its net income taxes are not reduced by
a credit or deduction for the full amount of taxes reimbursed to Borrower as aforesaid, Borrower,
upon demand of such Bank, shall promptly pay to such Bank the amount so refunded to which
such Bank was not so entitled, or the amount by which the net income taxes of such Bank were
not so reduced, as the case may be.

Notwithstanding any other provision of this Agreement, after any such demand for compensation
by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank
through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a
Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or
conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof.

SECTION 3.3. Eurodollar Deposits Unavailable or Interest Rate Unascertainable.  In respect of
any LIBOR Loan, in the event that Agent shall have determined that dollar deposits of the
relevant amount for the relevant Interest Period for such LIBOR Loan are not available to Agent
in the applicable eurodollar market, or that, by reason of circumstances affecting such market,
adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate
applicable to such Interest Period, as the case may be, Agent shall promptly give notice of such
determination to Borrower and (a) any notice of a new LIBOR Loan (or conversion of an existing
Base Rate Loan to a LIBOR Loan) previously given by Borrower and not yet borrowed (or
converted, as the case may be) shall be deemed a notice to make a Base Rate Loan, and
(b) Borrower shall be obligated either to prepay, or to convert to a Base Rate Loan, any
outstanding LIBOR Loan on the last day of the then current Interest Period with respect thereto.

SECTION 3.4. Indemnity.  Without prejudice to any other provisions of this Article III, Borrower
hereby agrees to indemnify each Bank against any loss or expense that such Bank may sustain or
incur as a consequence of any default by Borrower in payment when due of any amount
hereunder in respect of any LIBOR Loan, including, but not limited to, any loss of profit,
premium or penalty incurred by such Bank in respect of funds borrowed by it for the purpose of
making or maintaining such LIBOR Loan, as determined by such Bank in the exercise of its sole
but reasonable discretion. A certificate as to any such loss or expense shall be promptly
submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive
and binding as to the amount thereof.

SECTION 3.5. Changes In Law Rendering LIBOR Loans Unlawful.  If, at any time, any new
law, treaty or regulation, or any change in any existing law, treaty or regulation, or any
interpretation thereof by any governmental or other regulatory authority charged with the
administration thereof, shall make it unlawful for any Bank to fund any LIBOR Loan that it is
committed to make hereunder with moneys obtained in the eurodollar market, the commitment of
such Bank to fund such LIBOR Loan shall, upon the happening of such event, forthwith be
suspended for the duration of such illegality, and such Bank shall by written notice to Borrower
and Agent declare that its commitment with respect to such LIBOR Loan has been so suspended
and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall
similarly notify Borrower and Agent. If any such change shall make it unlawful for any Bank to
continue in effect the funding in the applicable eurodollar market of any LIBOR Loan previously
made by it hereunder, such Bank shall, upon the happening of such event, notify Borrower,
Agent and the other Banks thereof in writing, stating the reasons therefor, and Borrower shall, on
the earlier of (a) the last day of the then current Interest Period or (b) if required by such law,
regulation or interpretation, on such date as shall be specified in such notice, either convert such
LIBOR Loan to a Base Rate Loan or prepay such LIBOR Loan to the Banks in full. Any such
prepayment or conversion shall be subject to the prepayment fees described in Section 2.4 hereof.

SECTION 3.6. Funding.  Each Bank may, but shall not be required to, make LIBOR Loans
hereunder with funds obtained outside the United States.

SECTION 3.7. Capital Adequacy.  If any Bank shall have determined, after the Closing Date,
that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy,
or any change therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its lending office) with any request or
directive regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of reducing the rate of
return on such Bank's capital (or the capital of its holding company) as a consequence of its
obligations hereunder to a level below that which such Bank (or its holding company) could have
achieved but for such adoption, change or compliance (taking into consideration such Bank's
policies or the policies of its holding company with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within fifteen (15) days after
demand by such Bank (with a copy to Agent), Borrower shall pay to such Bank such additional
amount or amounts as shall compensate such Bank (or its holding company) for such reduction.
Each Bank shall designate a different lending office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under
this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods. Failure on the part of any Bank to demand
compensation for any reduction in return on capital with respect to any period shall not constitute
a waiver of such Bank's rights to demand compensation for any reduction in return on capital in
such period or in any other period. The protection of this Section shall be available to each Bank
regardless of any possible contention of the invalidity or inapplicability of the law, regulation or
other condition that shall have been imposed.

SECTION 3.8.Application of Provisions.  Notwithstanding anything in this Agreement to the
contrary, (i) no Bank shall be entitled to compensation or payment or reimbursement of other
amounts under Sections 3.1, 3.2, 3.3 or 3.5 hereof for any amounts incurred or accruing more
than ninety (90) days prior to the giving of notice to Borrower of additional costs or other
amounts of the nature described in Sections 3.1, 3.2, 3.3 or 3.5 hereof, and (ii) no Bank shall
demand compensation for any reduction referred to in Sections 3.1, 3.2, 3.3 or 3.5 hereof if it
shall not at the time be the general policy or practice of such Bank to demand such compensation,
payment or reimbursement in similar circumstances under comparable provisions of other credit
agreements.

ARTICLE IV.   CONDITIONS PRECEDENT

The obligation of the Banks to make the first Loan, and of Agent to make the first Swing Loan, is
subject to Borrower satisfying each of the following conditions:

SECTION 4.1. Notes.  Borrower shall have executed and delivered to each Bank its Tranche A
Note and its Tranche B Note and shall have executed and delivered to Agent the Swing Line
Note.

SECTION 4.2. Officer's Certificate, Resolutions, Organizational Documents.  Borrower shall
have delivered to each Bank an officer's certificate certifying the names of the officers of
Borrower authorized to sign the Loan Documents, together with the true signatures of such
officers and certified copies of (a) the resolutions of the board of directors of Borrower
evidencing approval of the execution and delivery of the Loan Documents and the execution of
other Related Writings to which Borrower is a party, and (b) the Organizational Documents of
Borrower.

SECTION 4.3. Legal Opinion.  Borrower shall have delivered to Agent and the Banks an opinion
of counsel for Borrower, in form and substance satisfactory to Agent and the Required Banks.

SECTION 4.4. Good Standing Certificates.  Borrower shall have delivered to Agent a good
standing certificate for Borrower, issued on or about the Closing Date by the Secretary of State of
Ohio.

SECTION 4.5. Closing And Legal Fees; Agent Fee Letter.  Borrower shall have (a) executed and
delivered to Agent, the Agent Fee Letter and paid to Agent, for its sole benefit, the fees set forth
therein, (b) executed and delivered to Agent, for the benefit of the Banks, the Closing Fee Letter
and paid to each of the Banks the fees set forth therein, and (c) paid all legal fees and expenses of
Agent in connection with the preparation and negotiation of the Loan Documents.

SECTION 4.6. Lien Searches. With respect to the property owned or leased by Borrower,
Borrower shall have caused to be delivered to Agent the results of U.C.C. lien searches,
satisfactory to Agent and the Banks, from the Secretary of State of Ohio.

SECTION 4.7. Closing Certificate.  Borrower shall have delivered to Agent and the Banks an
officer's certificate certifying that, as of the Closing Date, (a) all conditions precedent set forth in
this Article IV have been satisfied, (b) no Default or Event of Default exists nor immediately
after the making of the first Loan will exist, and (c) each of the representations and warranties
contained in Article VI hereof are true and correct as of the Closing Date.

SECTION 4.8. Existing Credit Agreement.  Borrower shall have terminated the Credit
Agreement among Borrower, the lenders party thereto and KeyBank National Association, as
administrative agent, dated as of December 15, 1997, as amended, which termination shall be
deemed to have occurred upon payment in full of all of the Indebtedness outstanding thereunder
and termination of the commitments established therein.

SECTION 4.9. No Material Adverse Change.  No material adverse change, in the opinion of
Agent, shall have occurred in the financial condition, operations or prospects of the Companies
since December 31, 2000.

SECTION 4.10.  Miscellaneous.  Borrower shall have provided to Agent and the Banks such
other items and shall have satisfied such other conditions as may be reasonably required by
Agent or the Banks.

ARTICLE V.   COVENANTS

Borrower agrees that, so long as the Commitment remains in effect and thereafter until all of the
Debt shall have been paid in full, Borrower shall perform and observe, and shall cause each other
Company to perform and observe, each of the following provisions:

SECTION 5.1. Insurance.  Each Company shall (a) maintain insurance to such extent and against
such hazards and liabilities (taking into account deductible and provisions for self insurance) as
is commonly maintained by Persons similarly situated; and (b) within ten (10) days of Agent's
written request, furnish to Agent such information about such Company's insurance as Agent
may from time to time reasonably request, which information shall be prepared in form and detail
satisfactory to Agent and certified by a Financial Officer of such Company.

SECTION 5.2. Money Obligations.  Each Company shall pay in full (a) prior in each case to the
date when penalties would attach, all taxes, assessments and governmental charges and levies
(except only those so long as and to the extent that the same shall be contested in good faith by
appropriate and timely proceedings and for which adequate reserves have been established in
accordance with GAAP) for which it may be or become liable or to which any or all of its
properties may be or become subject; (b) all of its wage obligations to its employees in
compliance with the Fair Labor Standards Act (29 U.S.C. 206-207) or any comparable
provisions, except where the failure to do so would not have a Material Adverse Effect; and
(c) all of its other obligations calling for the payment of money (except only those so long as and
to the extent that the same shall be contested in good faith and for which adequate reserves have
been established in accordance with GAAP) before such payment becomes overdue and the
failure to pay (i) would constitute a Default or Event of Default hereunder or (ii) have a Material
Adverse Effect.

SECTION 5.3. Financial Statements. Borrower shall furnish to each Bank:

(a)  within forty-five (45) days after the end of each of the first three (3) quarter-annual periods of
each fiscal year of Borrower, balance sheets of Borrower as of the end of such period and
statements of income (loss), stockholders' equity and cash flow for the quarter and fiscal year to
date periods, all prepared on a Consolidated and consolidating basis, in accordance with GAAP,
and in form and detail satisfactory to the Banks and certified by a Financial Officer of Borrower;

(b)  within ninety (90) days after the end of each fiscal year of Borrower, an annual audit report
of Borrower for that year prepared on a Consolidated and consolidating basis, in accordance with
GAAP, and in form and detail satisfactory to Agent and certified by Battelle & Battelle LLP, or
another independent public accountant satisfactory to Agent, which report shall include balance
sheets and statements of income (loss), stockholders' equity and cash-flow for that period,
together with a certificate by the accountant setting forth the Defaults and Events of Default
coming to its attention during the course of its audit or, if none, a statement to that effect;

(c)  concurrently with the delivery of the financial statements in (a) and (b) above, a Compliance
Certificate;

(d)  as soon as available, copies of all notices, reports, definitive proxy or other statements and
other documents sent by Borrower to its shareholders, to the holders of any of its debentures or
bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or
sent by Borrower (in final form) to any securities exchange or over the counter authority or
system, or to the SEC or any similar federal agency having regulatory jurisdiction over the
issuance of Borrower's securities; and

(e)  within ten (10) days of the written request of Agent or any Bank, such other information
about the financial condition, properties and operations of any Company as Agent or such Bank
may from time to time reasonably request, which information shall be submitted in form and
detail satisfactory to Agent and certified by a Financial Officer of the Company or Companies in
question.

SECTION 5.4. Financial Records.  Each Company shall at all times maintain true and complete
records and books of account, including, without limiting the generality of the foregoing,
appropriate reserves for possible losses and liabilities, all in accordance with GAAP, and at all
reasonable times (during normal business hours and upon notice to such Company) permit Agent
or any Bank, or any representative of Agent or any Bank, to examine that Company's books and
records and to make excerpts therefrom and transcripts thereof.

SECTION 5.5. Franchises. Each Company shall preserve and maintain at all times its existence,
rights and franchises; provided, however, that nothing in this Section 5.5 shall be deemed to
prohibit (a) any transaction permitted by Section 5.11 hereof; (b) the termination of existence of
any Subsidiary if Borrower determines that such termination is in the best interest of the
Companies and such termination is not adverse in any material respect to the Banks; or (c) the
loss of any rights, authorities or franchises if the loss thereof, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

SECTION 5.6. ERISA Compliance.  Borrower shall furnish to the Banks (a) as soon as possible
and in any event within thirty (30) days after any Company knows or has reason to know that any
Reportable Event with respect to any ERISA Plan has occurred, a statement of the Financial
Officer of such Company, setting forth details as to such Reportable Event and the action that
such Company proposes to take with respect thereto, together with a copy of the notice of such
Reportable Event given to the PBGC if a copy of such notice is available to such Company, and
(b) promptly after receipt thereof a copy of any notice such Company, or any member of the
Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to
any ERISA Plan administered by such Company; provided, that this latter clause shall not apply
to notices of general application promulgated by the PBGC or the Internal Revenue Service.
Borrower shall promptly notify the Banks of any material taxes assessed, proposed to be assessed
or that Borrower has reason to believe may be assessed against a Company by the Internal
Revenue Service with respect to any ERISA Plan. As used in this Section "material" means the
measure of a matter of significance that shall be determined as being an amount equal to five
percent (5%) of the Consolidated Net Worth of Borrower.  As soon as practicable, and in any
event within twenty (20) days, after any Company becomes aware that an ERISA Event has
occurred, such Company shall provide Bank with notice of such ERISA Event with a certificate
by a Financial Officer of such Company setting forth the details of the event and the action such
Company or another Controlled Group member proposes to take with respect thereto.  Borrower
shall, at the request of Agent, deliver or cause to be delivered to Agent true and correct copies of
any documents relating to the ERISA Plan of any Company.

SECTION 5.7. Financial Covenants.

(a)  Leverage Ratio.  Borrower shall not suffer or permit at any time the Leverage Ratio to exceed
0.50 to 1.00.

(b)  Interest Coverage Ratio.  Borrower shall not suffer or permit at any time the Interest
Coverage Ratio to be less than 3.00 to 1.00.

SECTION 5.8.  Borrowing.  No Company shall create, incur or have outstanding any obligation
for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply
to:

(a)  the Loans or any other Indebtedness under this Agreement;

(b)  the Indebtedness existing as of the Closing Date as set forth in Schedule 5.8 hereto (and any
extension, renewal or refinancing thereof so long as the principal amount thereof does not
increase after the Closing Date or a reduction of more than 10% in the remaining weighted
average life to maturity thereof (computed in accordance with standard financial practice));

(c)  (i) capital leases of any Company for the lease of fixed assets, and (ii) additional
Indebtedness of the Subsidiaries to any Person (other than another Company) so long as the
aggregate principal amount of all such Indebtedness, for all Companies,  outstanding at any time
pursuant to this subpart (c) does not exceed an amount equal to twenty percent (20%) of
Consolidated Net Worth, based upon the financial statements of Borrower for the most recently
completed fiscal quarter;

(d)  loans by a Company (other than the Receivables Subsidiary) to another Company (other than
the Receivables Subsidiary);

(e)  Indebtedness under any Hedge Agreement;

(f)  (i) Indebtedness of the Receivables Subsidiary in connection with the Permitted Receivables
Facility so long as the funded amount, together with any other Indebtedness thereunder, does not
exceed One Hundred Million Dollars ($100,000,000) at any time, and (ii) Indebtedness in the
form of unpaid purchase price for Receivables Related Assets owing from the Receivables
Subsidiary to Borrower;

(g)  additional unsecured Indebtedness of Borrower, to the extent not otherwise permitted
pursuant to subparts (a) through (f) hereof, so long as (i) both prior to the incurrence of any such
Indebtedness and after giving effect thereto, Borrower shall be in compliance with Section 5.7(a)
hereof, and (ii) no Event of Default shall exist or immediately thereafter shall begin to exist.

SECTION 5.9.  Liens.  No Company shall create, assume or suffer to exist any Lien upon any of
its property or assets, whether now owned or hereafter acquired; provided that this Section shall
not apply to the following:

(a)  Permitted Liens;

(b)  the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto; or

(c)  Liens that:

(i)  are placed upon equipment or machinery or improvements to real property (including the
associated real property) used in the ordinary course of business of any Company at the time of
(or within one hundred eighty days (180) days after) the acquisition of such equipment or
machinery or the completion of such improvements by such Company to secure Indebtedness
incurred to pay or finance all or a portion of the purchase price or other cost thereof, provided
that the Lien encumbering the equipment or machinery so acquired or the real property so
improved does not encumber any other asset of such Company or any other Company; or

(ii)  are existing on property or other assets at the time acquired by a Company or on assets of a
Person at the time such Person first becomes a Subsidiary of Borrower; provided that any such
Liens were not created at the time of or in contemplation of the acquisition of such assets or
Person by any Company; in the case of any such acquisition of a Person, any such Lien attaches
only to the property and assets of such Person; and  in the case of any such acquisition of
property or assets by any Company, any such Lien attaches only to the property and assets so
acquired and not to any other property or assets of such Company or any other Company;
provided that the Indebtedness secured by any such Lien pursuant to this subpart (c) does not
exceed one hundred percent (100%) of the fair market value of the property and assets to which
such Lien attaches, determined at the time of the acquisition or improvement of such property or
asset or the time at which such Person becomes a Subsidiary of the Borrower (except in the
circumstances described in clause (ii) above to the extent such Liens constituted customary
purchase money Liens at the time of incurrence and were entered into in the ordinary course of
business), and the Indebtedness secured thereby is permitted pursuant to Section 5.8(c) hereof.

SECTION 5.10.  Regulations U And X.  No Company shall take any action that would result in
any non-compliance of the Loans with Regulations U and X, or any other applicable regulation,
of the Board of Governors of the Federal Reserve System.

SECTION 5.11.  Consolidation, Merger or Sale of Assets.  No Company shall wind up, liquidate
or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell, transfer or
otherwise dispose of all or substantially all of the property or assets of such Company (in one
transaction or a series of related transactions), or agree to do any of the foregoing at any future
time, except that, if no Default or Event of Default shall then exist or immediately thereafter shall
begin to exist:

(a)  Borrower may consolidate or merge with any other corporation (other than the Receivables
Subsidiary), or sell, transfer or otherwise dispose of all or substantially all of property and assets
of the Companies to any Person (other than the Receivables Subsidiary), if (i) the surviving,
continuing or resulting corporation of such merger or consolidation (if other than Borrower) or
the acquiring Person unconditionally assumes the obligations of the Borrower under the Loan
Documents pursuant to an assumption agreement in form and substance reasonably satisfactory
to the Required Banks, and (ii) no Change in Control would result therefrom;

(b)  any Subsidiary (other than the Receivables Subsidiary) may merge, consolidate or
amalgamate with or into Borrower (so long as Borrower shall be the surviving Person), another
Subsidiary or any other Person, and any Subsidiary may sell, transfer or otherwise dispose of all
or substantially all of its property and assets, so long as (i) such transaction would not represent
the sale, transfer or other disposition (including by merger of a Subsidiary) of all or substantially
all of the property and assets of the Companies, and (ii) a Change in Control would not occur;
and

(c)  Borrower may liquidate or dissolve any Subsidiary.

SECTION 5.12.  Acquisitions.  Borrower shall not effect, or permit any Subsidiary to effect, an
Acquisition, except that any Company (other than the Receivables Subsidiary) may effect an
Acquisition so long as (a) Borrower shall be the surviving entity if such Acquisition is a merger
or consolidation with Borrower; (b) the business to be acquired shall be similar to the lines of
business of the Companies; (c) the Board of Directors (or equivalent governing body) and the
management of the Person to be acquired shall have approved such Acquisition; (d) the
Companies shall be in full compliance with the Loan Documents both prior to and subsequent to
the transaction; and (e) if the aggregate Consideration paid in connection with such Acquisition
is in excess of Twenty-Five Million Dollars ($25,000,000), Borrower shall have provided to
Agent and the Banks, at least twenty (20) days prior to the date on which such Acquisition is to
be finalized, historical financial statements of the target entity and a pro forma financial
statement of the Companies accompanied by a certificate of a Financial Officer of Borrower
showing pro forma compliance with Section 5.7 hereof, both before and after the proposed
Acquisition.

SECTION 5.13.  Notice.  Borrower shall cause a Financial Officer of Borrower to promptly
notify Agent and the Banks whenever any Default or Event of Default may occur hereunder or
any representation or warranty made in Article VI hereof or elsewhere in this Agreement or in
any Related Writing may for any reason cease in any material respect to be true and complete.

SECTION 5.14.  Environmental Compliance.  Each Company shall comply in all respects with
any and all Environmental Laws including, without limitation, all Environmental Laws in
jurisdictions in which any Company owns or operates a facility or site, arranges for disposal or
treatment of hazardous substances, solid waste or other wastes, accepts for transport any
hazardous substances, solid waste or other wastes or holds any interest in real property or
otherwise. Borrower shall furnish to the Banks, promptly after receipt thereof, a copy of any
notice any Company may receive from any governmental authority, private Person or otherwise
that any material litigation or proceeding pertaining to any environmental, health or safety matter
has been filed or is threatened against such Company, any real property in which such Company
holds any interest or any past or present operation of such Company. No Company shall allow
the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real
property in which any Company holds any interest or performs any of its operations, in violation
of any Environmental Law.  As used in this Section, "litigation or proceeding" means any
demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry
whether brought by any governmental authority, private Person or otherwise. Borrower shall
defend, indemnify and hold Agent and the Banks harmless against all costs, expenses, claims,
damages, penalties and liabilities of every kind or nature whatsoever (including attorneys' fees)
arising out of or resulting from the noncompliance of any Company with any Environmental
Law.  Such indemnification shall survive any termination of this Agreement.

SECTION 5.15.  Affiliate Transactions.  No Company shall, or shall permit any Subsidiary to,
directly or indirectly, enter into or permit to exist any transaction (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any service) with any
Affiliate (other than another Company) on terms that are less favorable to such Company or such
Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with
a non-Affiliate; provided, however, that the foregoing shall not prohibit (a) sales of goods to an
Affiliate for use or distribution outside the United States that in the good faith judgment of
Borrower complies with any applicable legal requirements of the Code, or (b) agreements and
transactions with, and payments to officers, directors and shareholders that, are either entered
into in the ordinary course of business and not prohibited by any of the provisions of this
Agreement, or entered into outside the ordinary course of business, and are approved by the
directors or shareholders of Borrower, and not prohibited by any of the provisions of this
Agreement.

SECTION 5.16.  Use Of Proceeds.  Borrower's use of the proceeds of the Loans shall be solely
for working capital and other general corporate purposes of Borrower and its Subsidiaries;
provided, however, that no proceeds of any Loans shall be used by Borrower, directly or
indirectly, to finance any Acquisition that is actively opposed by the Board of Directors (or
similar governing body) of the Person or Persons to be acquired in such transaction, unless all of
the Banks consent in advance in writing to such use of the proceeds of the Loans.

SECTION 5.17.  Corporate Names.  Borrower shall not change its corporate name, unless
Borrower shall provide Agent with at least thirty (30) days prior written notice thereof.

SECTION 5.18.  Most Favored Covenant Status.  In the event that Borrower shall enter into any
Material Indebtedness Agreement wherein the Financial Covenants contained therein are more
restrictive than the Financial Covenants set forth herein, then Borrower shall be bound hereunder
by such Financial Covenants with the same force and effect as if such Financial Covenants were
written herein.

SECTION 5.19.  Pari Passu Ranking.  The Debt shall, and Borrower shall take all necessary
action to ensure that the Debt shall, at all times rank at least pari passu in right of payment with
all other senior unsecured Indebtedness of Borrower.

ARTICLE VI.  REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that the statements set forth in this Article VI are true, correct
and complete.

SECTION 6.1. Corporate Existence; Subsidiaries; Foreign Qualification.  Each Company is a
corporation or other entity duly organized, validly existing, and in good standing under the laws
of its state of incorporation or formation and is duly qualified and authorized to do business and
is in good standing as a foreign corporation or other entity in the jurisdictions where the character
of its property or its business activities makes such qualification necessary, except where the
failure to so qualify will not cause or result in a Material Adverse Effect.  Schedule 6.1 hereto
sets forth each Subsidiary of Borrower, its state of incorporation or formation, the location of its
chief executive offices and its principal place of business.  Except as set forth on Schedule 6.1,
Borrower owns all of the capital stock of each of its Subsidiaries.

SECTION 6.2. Corporate Authority.  Borrower has the right and power and is duly authorized
and empowered to enter into, execute and deliver the Loan Documents to which it is a party and
to perform and observe the provisions of the Loan Documents.  The Loan Documents to which
Borrower is a party have been duly authorized and approved by Borrower's Board of Directors
and are the valid and binding obligations of Borrower, enforceable against Borrower in
accordance with their respective terms.  The execution, delivery and performance of the Loan
Documents will not conflict with nor result in any breach in any of the provisions of, or
constitute a default under, or result in the creation of any Lien (other than Liens permitted under
Section 5.9 hereof) upon any assets or property of any Company under the provisions of, such
Company's Organizational Documents or any agreement.

SECTION 6.3. Compliance With Laws.  Each Company:

(a)  holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other
approvals from federal, state, local, and foreign governmental and regulatory bodies necessary for
the conduct of its business and is in compliance with all applicable laws relating thereto, except
where the failure to do so would not have a Material Adverse Effect;

(b)  is in compliance with all federal, state, local, or foreign applicable statutes, rules, regulations,
and orders including, without limitation, those relating to environmental protection, occupational
safety and health, and equal employment practices, except where the failure to do so would not
have a Material Adverse Effect; and

(c)  is not in violation of or in default under any agreement to which it is a party or by which its
assets are subject or bound, except to the extent that any such violation would not have a
Material Adverse Effect.

SECTION 6.4. Litigation And Administrative Proceedings.  There are (a) no lawsuits, actions,
investigations, or other proceedings pending or threatened against any Company, or in respect of
which any Company may have any liability, in any court or before any governmental authority,
arbitration board, or other tribunal, which, if determined adversely, would have a Material
Adverse Effect, (b) no orders, writs, injunctions, judgments, or decrees of any court or
government agency or instrumentality to which any Company is a party or by which the property
or assets of any Company are bound, which, if violated, would have a Material Adverse Effect,
and (c) no grievances, disputes, or controversies outstanding with any union or other organization
of the employees of any Company, or threats of work stoppage, strike, or pending demands for
collective bargaining, which, if determined adversely, would have a Material Adverse Effect.

SECTION 6.5. Title To Assets.  Each Company has good title to and ownership of all property it
purports to own, which property is free and clear of all Liens, except those permitted under
Section 5.9 hereof.

SECTION 6.6. Liens And Security Interests.  On and after the Closing Date, except for Liens
permitted pursuant to Section 5.9 hereof, (a) there is no financing statement outstanding covering
any personal property of any Company, other than a financing statement in favor of Agent, for
the benefit of the Banks, if any; (b) there is no mortgage outstanding covering any real property
of any Company, other than a mortgage in favor of Agent, for the benefit of the Banks, if any;
and (c) no real or personal property of any Company is subject to any security interest or Lien of
any kind other than any security interest or Lien that may be granted to Agent, for the benefit of
the Banks.  No Company has entered into any contract or agreement that exists on or after the
Closing Date that would prohibit Agent or the Banks from acquiring a security interest, mortgage
or other Lien on, or a collateral assignment of, any of the property or assets of any Company.

SECTION 6.7. Tax Returns.  All federal, state and local tax returns and other reports required by
law to be filed in respect of the income, business, properties and employees of each Company
have been filed except for any amendments to any such returns which may be required to be filed
and the failure to file the same has been deferred for valid business reasons and will not result in
material penalties or additions to taxes and all taxes, assessments, fees and other governmental
charges that are due and payable have been paid, except as otherwise permitted herein or the
failure to do so does not and will not cause or result in a Material Adverse Effect.  The provision
for taxes on the books of each Company is adequate for all years not closed by applicable statutes
and for the current fiscal year.

SECTION 6.8. Environmental Laws.  Each Company is in compliance with any and all
Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in
which any Company owns or operates, or has owned or operated, a facility or site, arranges or
has arranged for disposal or treatment of hazardous substances, solid waste or other wastes,
accepts or has accepted for transport any hazardous substances, solid waste or other wastes or
holds or has held any interest in real property or otherwise, except where the failure to so comply
would not have a Material Adverse Effect. No litigation or proceeding arising under, relating to
or in connection with any Environmental Law is pending or, to the best knowledge of each
Company, threatened, against any Company, any real property in which any Company holds or
has held an interest or any past or present operation of any Company, which, if determined
adversely, would have a Material Adverse Effect.  No release, threatened release or disposal of
hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that
are currently being cleaned up in accordance with Environmental Laws), on, under or to any real
property in which any Company holds any interest or performs any of its operations, in violation
of any Environmental Law. As used in this Section, "litigation or proceeding" means any
demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry
whether brought by any governmental authority, private Person or otherwise.

SECTION 6.9. Continued Business.  There exists no actual, pending, or, to Borrower's
knowledge, any threatened termination, cancellation or limitation of, or any modification or
change in the business relationship of any Company and any customer or supplier, or any group
of customers or suppliers, whose purchases or supplies, individually or in the aggregate, are
material to the business of any Company, and there exists no present condition or state of facts or
circumstances that would materially affect adversely any Company in any respect or prevent a
Company from conducting such business or the transactions contemplated by this Agreement in
substantially the same manner in which it was previously conducted, in each case that would
have a Material Adverse Effect.

SECTION 6.10.  Employee Benefits Plans.  No ERISA Event has occurred or is expected to
occur with respect to an ERISA Plan.  Full payment has been made of all amounts which a
Controlled Group member is required, under applicable law or under the governing documents,
to have been paid as a contribution to or a benefit under each ERISA Plan.  The liability of each
Controlled Group member with respect to each ERISA Plan has been fully funded based upon
reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved
for on its financial statements.  No changes have occurred or are expected to occur that would
cause a material increase in the cost of providing benefits under the ERISA Plan.  With respect to
each ERISA Plan that is intended to be qualified under Code Section 401(a):  (a) the ERISA Plan
and any associated trust operationally comply with the applicable requirements of Code Section
401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such
requirements as currently in effect, other than those requirements for which a retroactive
amendment can be made within the "remedial amendment period" available under Code Section
401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which
taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable
determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies
under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if
applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code
Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described
"remedial amendment period" has not yet expired, (d) the ERISA Plan currently satisfies the
requirements of Code Section 410(b), without regard to any retroactive amendment that may be
made within the above-described "remedial amendment period", and (e) no contribution made to
the ERISA Plan is subject to an excise tax under Code Section 4972.  With respect to any
Pension Plan, the "accumulated benefit obligation" of Controlled Group members with respect to
the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87,
"Employers' Accounting for Pensions") does not exceed the fair market value of Pension Plan
assets.  The aggregate potential amount of liability that would result if all Controlled Group
members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the
meaning of ERISA Section 4203) would not exceed Five Million Dollars ($5,000,000).

SECTION 6.11.  Consents or Approvals.  No consent, approval or authorization of, or filing,
registration or qualification with, any governmental authority or any other Person is required to
be obtained or completed by Borrower in connection with the execution, delivery or performance
of any of the Loan Documents, that has not already been obtained or completed.

SECTION 6.12.  Solvency.  Borrower has received consideration that is the reasonable
equivalent value of the obligations and liabilities that Borrower has incurred to the Banks.
Borrower is not insolvent as defined in any applicable state or federal statute, nor will Borrower
be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the
Banks. Borrower is not engaged or about to engage in any business or transaction for which the
assets retained by it are or will be an unreasonably small amount of capital, taking into
consideration the obligations to Agent and the Banks incurred hereunder. Borrower does not
intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they
mature.

SECTION 6.13.  Financial Statements.  The Consolidated financial statements of Borrower for
the fiscal year ended December 31, 2000, furnished to Agent and the Banks, are true and
complete, have been prepared in accordance with GAAP, and fairly present the financial
condition of the Companies as of the date of such financial statements and the results of their
operations for the period then ending.  Since the dates of such statements, there has been no
material adverse change in any Company's financial condition, properties or business nor any
change in any Company's accounting procedures.

SECTION 6.14.  Regulations.  Borrower is not engaged principally or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying any
"margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System of the United States of America). Neither the granting of any Loan (or any
conversion thereof) nor the use of the proceeds of any Loan will violate, or be inconsistent with,
the provisions of Regulation U or X or any other Regulation of such Board of Governors.

SECTION 6.15.  Material Agreements.  Except as disclosed on Schedule 6.15 hereto, no
Company is a party to any debt instrument or lease (capital, operating or otherwise) that, if
violated, breached, or terminated for any reason, would have or would be reasonably expected to
have a Material Adverse Effect.

SECTION 6.16.  Intellectual Property.  Except where the failure to do so would not have or result
in a Material Adverse Effect, each Company owns, possesses, or has the right to use all of the
patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with
respect to the foregoing necessary for the conduct of its business without any known conflict with
the rights of others.

SECTION 6.17.  Insurance.  Each Company maintains with financially sound and reputable
insurers insurance with coverage and limits as required by law and as is customary with persons
engaged in the same businesses as the Companies.

SECTION 6.18.  Accurate And Complete Statements.  Neither the Loan Documents nor any
written statement made by any Company in connection with any of the Loan Documents contains
any untrue statement of a material fact or omits a material fact necessary to make the statements
contained therein or in the Loan Documents not misleading.  After due inquiry by Borrower,
there is no known fact that any Company has not disclosed to Agent and the Banks that has or
would have a Material Adverse Effect.

SECTION 6.19.  Defaults.  No Default or Event of Default exists hereunder, nor will any begin
to exist immediately after the execution and delivery hereof.

ARTICLE VII.   EVENTS OF DEFAULT

Each of the following shall constitute an Event of Default hereunder:

SECTION 7.1. Payments.  If (a) the interest on any Note or any facility or other fee or other
amount payable hereunder shall not be paid in full punctually when due and payable or within
five (5) Business Days thereafter, or (b) the principal of any Note shall not be paid in full
punctually when due and payable.

SECTION 7.2. Special Covenants.  If any Company or Obligor shall fail or omit to perform and
observe Sections 5.7, 5.8, 5.9, 5.11, 5.16 or 5.19 hereof.

SECTION 7.3. Other Covenants.  If  any Company or Obligor shall fail or omit to perform and
observe any agreement or other provision (other than those referred to in Sections 7.1 or 7.2
hereof) contained or referred to in this Agreement or any Related Writing that is on such
Company's or Obligor's part, as the case may be, to be complied with, and that Default shall not
have been fully corrected within thirty (30) days after the giving of written notice thereof to
Borrower by Agent or any Bank that the specified Default is to be remedied.

SECTION 7.4. Representations And Warranties.  If any representation, warranty or statement
made in or pursuant to this Agreement or any Related Writing or any other material information
furnished by any Company or any Obligor to the Banks or any thereof or any other holder of any
Note, shall be false or erroneous.

SECTION 7.5. Cross Default.  If any Company shall default in the payment of principal or
interest due and owing upon any other obligation for borrowed money in excess of the aggregate,
for all such obligations for all such Companies, of Twenty-Five Million Dollars ($25,000,000)
beyond any period of grace provided with respect thereto or in the performance or observance of
any other agreement, term or condition contained in any agreement under which such obligation
is created, if the effect of such default is to allow the acceleration of the maturity of such
Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its
stated maturity.

SECTION 7.6. ERISA Default.  The occurrence of one or more ERISA Events that (a) the
Required Banks determine could have a Material Adverse Effect, or (b) results in a Lien on any
of the assets of any Company.

SECTION 7.7. Change In Control.  If any Change in Control shall occur.

SECTION 7.8. Money Judgment.  A final judgment or order for the payment of money shall be
rendered against any Company by a court of competent jurisdiction, that remains unpaid or
unstayed and undischarged for a period (during which execution shall not be effectively stayed)
of thirty (30) days after the date on which the right to appeal has expired, provided that the
aggregate of all such judgments for all such Companies and Obligors shall exceed Twenty-Five
Million Dollars ($25,000,000).

SECTION 7.9.  Validity Of Loan Documents.  (a) Any material provision, in the sole opinion of
Agent, of any Loan Document shall at any time for any reason cease to be valid and binding and
enforceable against Borrower; (b) the validity, binding effect or enforceability of any Loan
Document against Borrower shall be contested by any Company or any other Obligor; (c)
Borrower shall deny that it has any or further liability or obligation thereunder; or (d) any Loan
Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative
or in any way cease to give or provide to Agent and the Banks the benefits purported to be
created thereby.

SECTION 7.10.  Solvency.  If Borrower or any Material Subsidiary shall (a) except as permitted
pursuant to Section 5.11 hereof, discontinue business, (b) generally not pay its debts as such
debts become due, (c) make a general assignment for the benefit of creditors, (d) apply for or
consent to the appointment of a receiver, a custodian, a trustee, an interim trustee or liquidator of
all or a substantial part of its assets, (e) be adjudicated a debtor or have entered against it an order
for relief under Title 11 of the United States Code, as the same may be amended from time to
time, (f) file a voluntary petition in bankruptcy, or have an involuntary proceeding filed against it
and the same shall continue undismissed for a period of sixty (60) days from commencement of
such proceeding or case, or file a petition or an answer seeking reorganization or an arrangement
with creditors or seeking to take advantage of any other law (whether federal or state) relating to
relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a
petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding
(whether federal or state) relating to relief of debtors, (g) suffer or permit to continue unstayed
and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves a petition seeking its reorganization or appoints a receiver,
custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (h) take,
or omit to take, any action in order thereby to effect any of the foregoing.

ARTICLE VIII.   REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or elsewhere,

SECTION 8.1. Optional Defaults.  If any Event of Default referred to in Section 7.1, 7.2., 7.3,
7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 hereof shall occur, Agent may, with the consent of the Required
Banks, and shall, at the request of the Required Banks, give written notice to Borrower, to:

(a)  terminate the Commitment and the credits hereby established, if not previously terminated,
and, immediately upon such election, the obligations of the Banks, and each thereof, to make any
further Loan and the obligation of Agent to make any Swing Loan hereunder immediately shall
be terminated, and/or

(b)  accelerate the maturity of all of the Debt (if the Debt is not already due and payable),
whereupon all of the Debt shall become and thereafter be immediately due and payable in full
without any presentment or demand and without any further or other notice of any kind, all of
which are hereby waived by Borrower.

SECTION 8.2.  Automatic Defaults.  If any Event of Default referred to in Section 7.10 hereof
shall occur:

(a)  all of the Commitment and the credits hereby established shall automatically and
immediately terminate, if not previously terminated, and no Bank thereafter shall be under any
obligation to grant any further Loan, nor shall Agent be obligated to make any Swing Loan
hereunder, and

(b)  the principal of and interest then outstanding on all of the Notes, and all of the other Debt,
shall thereupon become and thereafter be immediately due and payable in full (if the Debt is not
already due and payable), all without any presentment, demand or notice of any kind, which are
hereby waived by Borrower.

SECTION 8.3. Offsets.  If there shall occur or exist any Event of Default referred to in Section
7.10 hereof or if the maturity of the Notes is accelerated pursuant to Section 8.1 or 8.2 hereof,
each Bank shall have the right at any time to set off against, and to appropriate and apply toward
the payment of, any and all Debt then owing by Borrower to that Bank (including, without
limitation, any participation purchased or to be purchased pursuant to subpart 2 of Section 2.1A
or 2.1B, or Section 8.4 hereof), whether or not the same shall then have matured, any and all
deposit balances and all other indebtedness then held or owing by that Bank to or for the credit or
account of Borrower, all without notice to or demand upon Borrower or any other Person, all
such notices and demands being hereby expressly waived by Borrower.

SECTION 8.4.  Equalization Provision.  Each Bank agrees with the other Banks that if it, at any
time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt
(except as to Swing Loans and except under Article III hereof), it shall purchase from the other
Banks, for cash and at par, such additional participation in the Debt as shall be necessary to
nullify the Advantage. If any such Advantage resulting in the purchase of an additional
participation as aforesaid shall be recovered in whole or in part from the Bank receiving the
Advantage, each such purchase shall be rescinded, and the purchase price restored (but without
interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to
the Person recovering the Advantage from such Bank) ratably to the extent of the recovery.  Each
Bank further agrees with the other Banks that if it at any time shall receive any payment for or on
behalf of Borrower on any indebtedness owing by Borrower to that Bank by reason of offset of
any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by
Borrower to that Bank (including, without limitation, any participation purchased or to be
purchased pursuant to this Section or any other Section of this Agreement).  Borrower agrees that
any Bank so purchasing a participation from the other Banks or any thereof pursuant to this
Section may exercise all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank was a direct creditor of Borrower in the amount of such
participation.

ARTICLE IX.   THE AGENT

The Banks authorize KeyBank National Association and KeyBank National Association hereby
agrees to act as agent for the Banks in respect of this Agreement upon the terms and conditions
set forth elsewhere in this Agreement, and upon the following terms and conditions:

SECTION 9.1. Appointment And Authorization.  Each Bank hereby irrevocably appoints and
authorizes Agent to take such action as agent on its behalf and to exercise such powers hereunder
as are delegated to Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. Neither Agent nor any of its affiliates, directors, officers, attorneys or
employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful misconduct.

SECTION 9.2. Note Holders.  Agent may treat the payee of any Note as the holder thereof until
written notice of transfer shall have been filed with it, signed by such payee and in form
satisfactory to Agent.

SECTION 9.3. Consultation With Counsel.  Agent may consult with legal counsel selected by it
and shall not be liable for any action taken or suffered in good faith by it in accordance with the
opinion of such counsel.

SECTION 9.4. Documents.  Agent shall not be under any duty to examine into or pass upon the
validity, effectiveness, genuineness or value of any Loan Documents or any other Related
Writing furnished pursuant hereto or in connection herewith or the value of any collateral
obtained hereunder, and Agent shall be entitled to assume that the same are valid, effective and
genuine and what they purport to be.

SECTION 9.5. Agent and Affiliates.  With respect to the Loans, Agent shall have the same rights
and powers hereunder as any other Bank and may exercise the same as though it were not Agent,
and Agent and its affiliates may accept deposits from, lend money to and generally engage in any
kind of business with any Company or any affiliate thereof.

SECTION 9.6. Knowledge of Default.  It is expressly understood and agreed that Agent shall be
entitled to assume that no Default or Event of Default has occurred, unless Agent has been
notified by a Bank in writing that such Bank believes that a Default or Event of Default has
occurred and is continuing and specifying the nature thereof or has been notified by Borrower
pursuant to Section 5.13 hereof.

SECTION 9.7. Action by Agent.  Subject to the other terms and conditions hereof, so long as
Agent shall be entitled, pursuant to Section 9.6 hereof, to assume that no Default or Event of
Default shall have occurred and be continuing, Agent shall be entitled to use its discretion with
respect to exercising or refraining from exercising any rights that may be vested in it by, or with
respect to taking or refraining from taking any action or actions that it may be able to take under
or in respect of, this Agreement. Agent shall incur no liability under or in respect of this
Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed
by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to
anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that
may seem to it to be necessary or desirable in the premises.

SECTION 9.8. Notices, Default, Etc.  In the event that Agent shall have acquired actual
knowledge of any Default or Event of Default, Agent shall promptly notify the Banks and shall
take such action and assert such rights under this Agreement as the Required Banks shall direct
and Agent shall promptly inform the other Banks in writing of the action taken. Subject to the
other terms and conditions hereof, Agent may take such action and assert such rights as it deems
to be advisable, in its discretion, for the protection of the interests of the holders of the Notes.

SECTION 9.9. Indemnification of Agent.  The Banks agree to indemnify Agent (to the extent not
reimbursed by Borrower) ratably, according to their respective Commitment Percentages, from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by or asserted against Agent in its capacity as agent in any way relating to or arising out
of this Agreement or any Loan Document or any action taken or omitted by Agent with respect to
this Agreement or any Loan Document, provided that no Bank shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
(including attorneys' fees) or disbursements resulting from Agent's gross negligence, willful
misconduct or from any action taken or omitted by Agent in any capacity other than as agent
under this Agreement.

SECTION 9.10.  Successor Agent.  Agent may resign as agent hereunder by giving not fewer
than thirty (30) days prior written notice to Borrower and the Banks.  If Agent shall resign under
this Agreement, then either (a) the Required Banks shall appoint from among the Banks a
successor agent for the Banks (with the consent of Borrower so long as an Event of Default has
not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent
shall not be so appointed and approved within the thirty (30) day period following Agent's notice
to the Banks of its resignation, then Agent shall appoint a successor agent that shall serve as
agent until such time as the Required Banks appoint a successor agent.  Upon its appointment,
such successor agent shall succeed to the rights, powers and duties as agent, and the term
"Agent" shall mean such successor effective upon its appointment, and the former agent's rights,
powers and duties as agent shall be terminated without any other or further act or deed on the part
of such former agent or any of the parties to this Agreement.

ARTICLE X.   MISCELLANEOUS

SECTION 10.1.  Banks' Independent Investigation.  Each Bank, by its signature to this
Agreement, acknowledges and agrees that Agent has made no representation or warranty, express
or implied, with respect to the creditworthiness, financial condition, or any other condition of any
Company or with respect to the statements contained in any information memorandum furnished
in connection herewith or in any other oral or written communication between Agent and such
Bank. Each Bank represents that it has made and shall continue to make its own independent
investigation of the creditworthiness, financial condition and affairs of the Companies in
connection with the extension of credit hereunder, and agrees that Agent has no duty or
responsibility, either initially or on a continuing basis, to provide any Bank with any credit or
other information with respect thereto (other than such notices as may be expressly required to be
given by Agent to the Banks hereunder), whether coming into its possession before the granting
of the first Loans hereunder or at any time or times thereafter.

SECTION 10.2.  No Waiver; Cumulative Remedies.  No omission or course of dealing on the
part of Agent, any Bank or the holder of any Note in exercising any right, power or remedy
hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the
Loan Documents. The remedies herein provided are cumulative and in addition to any other
rights, powers or privileges held by operation of law, by contract or otherwise.

SECTION 10.3.  Amendments; Consents.  No amendment, modification, termination, or waiver
of any provision of any Loan Document nor consent to any variance therefrom, shall be effective
unless the same shall be in writing and signed by the Required Banks and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given.  Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be
required with respect to (a) any increase in the Commitment hereunder, (b) the extension of
maturity of the Notes, the payment date of interest or principal thereunder, or the payment of
facility or other fees or amounts payable hereunder, or any change in the method for computing
such interest or fees, (c) any reduction in the rate of interest on the Notes, or in any amount of
principal or interest due on any Note, or the payment of facility or other fees hereunder or any
change in the manner of pro rata application of any payments made by Borrower to the Banks
hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required
Banks definition in this Agreement, (e) the release of any Guarantor of the Debt, if any, or (f) any
amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified
by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or
other holder of a Note shall be bound by any amendment, waiver or consent obtained as
authorized by this Section, regardless of its failure to agree thereto.  In addition, Section 10.11
hereof may not be amended without the prior written consent of any Designating Bank, as
defined in Section 10.11 hereof, affected thereby.

SECTION 10.4.  Notices.  All notices, requests, demands and other communications provided for
hereunder shall be in writing and, if to Borrower, mailed or delivered to it, addressed to it at the
address specified on the signature pages of this Agreement, if to a Bank, mailed or delivered to it,
addressed to the address of such Bank specified on the signature pages of this Agreement, or, as
to each party, at such other address as shall be designated by such party in a written notice to
each of the other parties.  All notices, statements, requests, demands and other communications
provided for hereunder shall be given by overnight delivery or first class mail with postage
prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with
telephonic confirmation of receipt, except that all notices hereunder shall not be effective until
received.

SECTION 10.5.  Costs, Expenses and Taxes.  Borrower agrees to pay on demand all costs and
expenses of Agent, including, but not limited to, (a) syndication, administration, travel and
out-of-pocket expenses, including but not limited to attorneys' fees and expenses, of Agent in
connection with the preparation, negotiation and closing of the Loan Documents and the
administration of the Loan Documents, the collection and disbursement of all funds hereunder
and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses
of Agent in connection with the administration of the Loan Documents and the other instruments
and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses
of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may
be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand
all costs and expenses of Agent and the Banks, including reasonable attorneys' fees, in
connection with the restructuring or enforcement of the Debt, this Agreement or any Related
Writing.  In addition, Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution and delivery of the Loan Documents,
and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and
each Bank harmless from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes or fees.

SECTION 10.6.  Indemnification.  Borrower agrees to defend, indemnify and hold harmless
Agent and the Banks (and their respective affiliates, officers, directors, attorneys, agents and
employees) from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements of any kind
or nature whatsoever that may be imposed on, incurred by or asserted against Agent or any Bank
in connection with any investigative, administrative or judicial proceeding (whether or not such
Bank or Agent shall be designated a party thereto) or any other claim by any Person relating to or
arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any
of the Debt, or any activities of any Company or any Obligor or any of their respective Affiliates;
provided that no Bank nor Agent shall have the right to be indemnified under this Section for its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction.
All obligations provided for in this Section 10.6 shall survive any termination of this Agreement.

SECTION 10.7.  Obligations Several; No Fiduciary Obligations.  The obligations of the Banks
hereunder are several and not joint. Nothing contained in this Agreement and no action taken by
Agent or the Banks pursuant hereto shall be deemed to constitute the Banks a partnership,
association, joint venture or other entity. No default by any Bank hereunder shall excuse the other
Banks from any obligation under this Agreement; but no Bank shall have or acquire any
additional obligation of any kind by reason of such default. The relationship among Borrower
and the Banks with respect to the Loan Documents and the Related Writings is and shall be
solely that of debtor and creditors, respectively, and neither Agent nor any Bank shall have any
fiduciary obligation toward Borrower with respect to any such documents or the transactions
contemplated thereby.

SECTION 10.8.  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 and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

SECTION 10.9.  Binding Effect; Borrower's Assignment.  This Agreement shall become
effective when it shall have been executed by Borrower, Agent and by each Bank and thereafter
shall be binding upon and inure to the benefit of Borrower, Agent and each of the Banks and
their respective successors and assigns, except that Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of Agent and all of the
Banks.

SECTION 10.10.  Bank Assignments/Participations.

A.  Assignments of Commitments.  Each Bank shall have the right at any time or times to assign
to another financial institution, without recourse, all or a percentage of all of the following:
(a) that Bank's Commitment, (b) all Loans made by that Bank, (c) that Bank's Notes, and (d) that
Bank's interest in any participation purchased pursuant to subpart 2 of Section 2.1A or 2.1B or
Section 8.4 hereof; provided, however, in each such case, that the assignor and the assignee shall
have complied with the following requirements:

(i)  Prior Consent.  No assignment may be consummated pursuant to this Section 10.10 without
the prior written consent of Borrower and Agent (other than an assignment by any Bank to any
affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by
a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower
and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall
not be required if, at the time of the proposed assignment, any Default or Event of Default shall
then exist.  Anything herein to the contrary notwithstanding, any Bank may at any time make a
collateral assignment of all or any portion of its rights under the Loan Documents to a Federal
Reserve Bank, and no such assignment shall release such assigning Bank from its obligations
hereunder;

(ii)  Minimum Amount.  Each such assignment shall be in a minimum amount of the lesser of
Ten Million Dollars ($10,000,000) of the assignor's Commitment and interest herein or the entire
amount of the assignor's Commitment and interest herein;

(iii)  Assignment Fee; Assignment Agreement.  Unless the assignment shall be to an affiliate of
the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes,
either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee
of Three Thousand Five Hundred Dollars ($3,500).  Unless the assignment shall be due to merger
of the assignor or a collateral assignment for regulatory purposes, the assignor shall (A) cause the
assignee to execute and deliver to Borrower and Agent an Assignment Agreement, and (B)
execute and deliver, or cause the assignee to execute and deliver, as the case may be, to Agent
such additional amendments, assurances and other writings as Agent may reasonably require; and

(iv)  Non-U.S. Assignee.  If the assignment is to be made to an assignee which is organized under
the laws of any jurisdiction other than the United States or any state thereof, the assignor Bank
shall cause such assignee, at least five (5) Business Days prior to the effective date of such
assignment, (A) to represent to the assignor Bank (for the benefit of the assignor Bank, Agent
and Borrower) that under applicable law and treaties no taxes will be required to be withheld by
Agent, Borrower or the assignor with respect to any payments to be made to such assignee in
respect of the Loans hereunder, (B) to furnish to the assignor (and, in the case of any assignee
registered in the Register (as defined below), Agent and Borrower) either (1) U.S. Internal
Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (2) United
States Internal Revenue Service Form W-8 or W-9, as applicable (wherein such assignee claims
entitlement to complete exemption from U.S. federal withholding tax on all interest payments
hereunder), and (C) to agree (for the benefit of the assignor, Agent and Borrower) to provide the
assignor Bank (and, in the case of any assignee registered in the Register, Agent and Borrower) a
new Form W-8ECI or Form W-8BEN or Form W-8 or W-9, as applicable, upon the expiration or
obsolescence of any previously delivered form and comparable statements in accordance with
applicable U.S. laws and regulations and amendments duly executed and completed by such
assignee, and to comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.

Upon satisfaction of the requirements specified in clauses (i) through (iv) above, Borrower shall
execute and deliver (A) to Agent, the assignor and the assignee, any consent or release (of all or a
portion of the obligations of the assignor) required to be delivered by Borrower in connection
with the Assignment Agreement, and (B) to the assignee, an appropriate Note or Notes.  After
delivery of the new Note or Notes, the assignor's Note or Notes being replaced shall be returned
to Borrower marked "replaced".

Upon satisfaction of the requirements of set forth in (i) through (iv), and any other condition
contained in this Section 10.10A, (A) the assignee shall become and thereafter be deemed to be a
"Bank" for the purposes of this Agreement, (B) in the event that the assignor's entire interest has
been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a
"Bank" and (C) the signature pages hereto and Schedule 1 hereto shall be automatically amended,
without further action, to reflect the result of any such assignment.

Agent shall maintain at its address referred to in Section 10.4 hereof a copy of each Assignment
Agreement delivered to it and a register (the "Register") for the recordation of the names and
addresses of the Banks and the Commitment of, and principal amount of the Loans owing to,
each Bank from time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrower, Agent and the Banks may treat each financial institution whose
name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this
Agreement. The Register shall be available for inspection by Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior notice.

B.  Sale of Participations.  Each Bank shall have the right at any time or times, without the
consent of Agent or Borrower, to sell one or more participations or sub-participations to a
financial institution, as the case may be, in all or any part of (a) that Bank's Commitment, (b) that
Bank's Commitment Percentage, (c) any Loan made by that Bank, (d) any Note delivered to that
Bank pursuant to this Agreement, and (e) that Bank's interest in any participation, if any,
purchased pursuant to subpart 2 of Section 2.1A or 2.1B or Section 8.4, hereof or this Section
10.10B.

The provisions of Article III and Section 10.6 shall inure to the benefit of each purchaser of a
participation or sub-participation and Agent shall continue to distribute payments pursuant to this
Agreement as if no participation has been sold.

If any Bank shall sell any participation or sub-participation, that Bank shall, as between itself and
the purchaser, retain all of its rights (including, without limitation, rights to enforce against
Borrower the Loan Documents and the Related Writings) and duties pursuant to the Loan
Documents and the Related Writings, including, without limitation, that Bank's right to approve
any waiver, consent or amendment pursuant to Section 10.3, except if and to the extent that any
such waiver, consent or amendment would:

(i)  reduce any fee or commission allocated to the participation or sub-participation, as the case
may be,

(ii)  reduce the amount of any principal payment on any Loan allocated to the participation or
sub-participation, as the case may be, or reduce the principal amount of any Loan so allocated or
the rate of interest payable thereon, or

(iii)  extend the time for payment of any amount allocated to the participation or sub-participation, as the case may be.

No participation or sub-participation shall operate as a delegation of any duty of the seller
thereof.  Under no circumstance shall any participation or sub-participation be deemed a novation
in respect of all or any part of the seller's obligations pursuant to this Agreement.

SECTION 10.11.  Designation.

(a)  Notwithstanding anything in this Agreement to the contrary, any Bank (a "Designating
Bank") may grant to one or more special purpose funding vehicles (each an "SPV"), identified in
writing from time to time by such Designating Bank to Agent and Borrower, the option to
provide to Borrower all or any part of any Loan that such Designating Bank would otherwise be
obligated to make to Borrower pursuant to this Agreement; provided that (i) nothing in this
Section shall constitute a commitment by any SPV to make any Loan, and (ii) if an SPV
designated by a Designating Bank to make Loans elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, such Designating Bank shall still be obligated to
make such Loan pursuant to the terms hereof.  The making of a Loan by an SPV hereunder shall
reduce the availability under the Commitment of the Designating Bank to the same extent, and as
if, such Loan were made by such Designating Bank.

(b)  As to any Loans or portion thereof made by an SPV, each such SPV shall have all of the
rights that a Bank making such Loans or portion thereof would have under this Agreement;
provided, however, that each SPV shall have granted its Designating Bank an irrevocable power
of attorney to deliver and receive all communications and notices under this Agreement and any
other Loan Document and to exercise, in its reasonable discretion, on behalf of such SPV, all of
such SPV's voting rights under this Agreement.  No additional Note shall be required to evidence
the Loans or portion thereof made by an SPV and the Designating Bank shall be deemed to hold
its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV.
In addition, any payments for the account of any SPV shall be paid to its respective Designating
Bank as agent for such SPV.

(c)  Agent, Borrower and the Banks agree that no SPV shall be liable for an indemnity or
payment under this Agreement for which a Bank would otherwise be liable and the Designating
Bank shall remain liable for its Commitment Percentage of such indemnity or payment to the
extent such Designating Bank would otherwise be liable.  In furtherance of the foregoing, Agent,
Borrower and each of the Banks hereby agree (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the payment in full of all
of the outstanding commercial paper or other senior indebtedness of any SPV, none of Agent,
Borrower or any Bank shall institute against, or join any other Person in instituting against, such
SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under
the laws of the United States or any State thereof.

(d)  In addition, notwithstanding anything to the contrary contained in this Section 10.11, or
otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee
therefor, assign (or grant a participation in) all or a portion of its interest in any Loans to its
Designating Bank or to any financial institution providing liquidity and/or credit support to or for
the account of such SPV to support the funding or maintenance of Loans, and (ii) disclose on a
confidential basis any non-public information relating to the Loans made by such SPV to any
rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity
enhancements to such SPV.  This Section 10.11 may not be amended without the prior written
consent of any Designating Bank affected thereby.

SECTION 10.12.  Calculations.  The financial statements to be furnished to Agent and the Banks
under this Agreement shall be made and prepared in accordance with GAAP consistently applied
throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed
in writing by Borrower to Agent and the Banks); provided, that if at any time the computations
determining  compliance with Section 5.7 hereof utilize accounting principles different than
those utilized in the financial statements furnished to the Banks, such computations shall set forth
in reasonable detail a description of the differences and the effect upon such computations.

SECTION 10.13.  Severability of Provisions; Captions; Attachments.  Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such provision in any
other jurisdiction. The several captions to Sections and subsections herein are inserted for
convenience only and shall be ignored in interpreting the provisions of this Agreement.  Each
schedule or exhibit attached to this Agreement shall be incorporated herein an shall be deemed to
be a part hereof.

SECTION 10.14.  Investment Purpose.  Each of the Banks represents and warrants to Borrower
that it is entering into this Agreement with the present intention of acquiring any Note issued
pursuant hereto for investment purposes only and not for the purpose of distribution or resale, it
being understood, however, that each Bank shall at all times retain full control over the
disposition of its assets.

SECTION 10.15.  Entire Agreement.  This Agreement, any Note and any other Loan Document
or other agreement, document or instrument attached hereto or executed on or as of the Closing
Date integrate all the terms and conditions mentioned herein or incidental hereto and supersede
all oral representations and negotiations and prior writings with respect to the subject matter
hereof.

SECTION 10.16.  Governing Law; Submission to Jurisdiction.  This Agreement, each of the
Notes and any Related Writing shall be governed by and construed in accordance with the laws
of the State of Ohio and the respective rights and obligations of Borrower and the Banks shall be
governed by Ohio law, without regard to principles of conflict of laws.  Borrower hereby
irrevocably submits to the non-exclusive jurisdiction of any Ohio state or federal court sitting in
Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the
Debt or any Related Writing, and Borrower hereby irrevocably agrees that all claims in respect of
such action or proceeding may be heard and determined in such Ohio state or federal court.
Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent
permitted by law, any objection it may now or hereafter have to the laying of venue in any action
or proceeding in any such court as well as any right it may now or hereafter have to remove such
action or proceeding, once commenced, to another court on the grounds of FORUM NON
CONVENIENS or otherwise.  Borrower agrees that a final, nonappealable 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.

SECTION 10.17.  Legal Representation Of Parties.  The Loan Documents were negotiated by the
parties with the benefit of legal representation and any rule of construction or interpretation
otherwise requiring this Agreement or any other Loan Document to be construed or interpreted
against any party shall not apply to any construction or interpretation hereof or thereof.

[Remainder of page left intentionally blank]

SECTION 10.18.  JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE
BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG
BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO.

|Address: | 600 Albany Street

Dayton, Ohio  45401

Attention: _______________                                       | THE STANDARD REGISTER COMPANY                                                                                   
|-------- | -------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:________________________________

Name:______________________________

Title:_______________________________ 
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | Key Center

127 Public Square

Cleveland, Ohio  44114-1306

Attention: Large Corporate

Banking Division |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | THE BANK OF NEW YORK                                                                                            
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | BANK ONE, MICHIGAN                                                                                              
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | THE FIFTH THIRD BANK                                                                                            
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | FIRSTAR BANK, N.A.                                                                                              
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | HARRIS TRUST AND SAVINGS BANK                                                                                   
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | THE CHASE MANHATTAN BANK                                                                                        
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | NATIONAL CITY BANK                                                                                              
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | BANK OF AMERICA, N.A.                                                                                           
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 
|        
|Address: | _________________________

_________________________

_________________________                          | STANDARD FEDERAL BANK                                                                                           
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          | By:_________________________________

Name:______________________________

Title:_______________________________
|         |                                                                                                          |                                                                                                                 
|         |                                                                                                          |                                                                                                                 

SCHEDULE      1

Banks and Commitments

|Banking Institution           | Commitment
Percentage | Tranche A

Commitment Amount | Tranche B

Commitment Amount | Maximum Amount
|----------------------------- | --------------------- | ---------------------------- | ---------------------------- | --------------
|KeyBank National Association  | 23.529412%            | $40,000,000.00               | $20,000,000.00               | $60,000,000.00
|The Chase Manhattan Bank      | 11.764706%            | $20,000,000.00               | $10,000,000.00               | $30,000,000.00
|National City Bank            | 11.764706%            | $20,000,000.00               | $10,000,000.00               | $30,000,000.00
|The Fifth Third Bank          | 9.803922%             | $16,666,666.67               | $8,333,333.33                | $25,000,000.00
|The Bank of New York          | 7.843137%             | $13,333,333.33               | $6,666,666.67                | $20,000,000.00
|Bank One, Michigan            | 7.843137%             | $13,333,333.33               | $6,666,666.67                | $20,000,000.00
|Firstar Bank, N.A.            | 7.843137%             | $13,333,333.33               | $6,666,666.67                | $20,000,000.00
|Harris Trust and Savings Bank | 7.843137%             | $13,333,333.33               | $6,666,666.67                | $20,000,000.00
|Bank of America, N.A.         | 7.843137%             | $13,333,333.34               | $6,666,666.66                | $20,000,000.00
|Standard Federal Bank         | 3.921569%             | $6,666,666.67                | $3,333,333.33                | $10,000,000.00
|                              | 100.00%               | $170,000,000.00              | $85,000,000.00               |               
|Total Commitment Amount:      |                       |                              |                              | $255,000,000  

EXHIBIT A

TRANCHE A NOTE

|$ |  |  |  |  |  |  |  |  |  | Cleveland, Ohio

May 11, 2001
|- |  |  |  |  |  |  |  |  |  | -----------------------------
|  |  |  |  |  |  |  |  |  | 

FOR VALUE RECEIVED, the undersigned, THE STANDARD REGISTER COMPANY, an
Ohio corporation, ("Borrower") promises to pay on the last day of the applicable Commitment
Period, as defined in the Credit Agreement (as hereinafter defined), to the order of _________
("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127 Public
Square, Cleveland, Ohio 44114-1306 the principal sum of

|____________ | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | DOLLARS
|------------ | --------------------------------------------------------------------------------------------------- | -------

or the aggregate unpaid principal amount of all Tranche A Loans, as defined in the Credit
Agreement, made by Bank to Borrower pursuant to Section 2.1A of the Credit Agreement,
whichever is less, in lawful money of the United States of America.  As used herein, "Credit
Agreement" means the Credit Agreement dated as of May 11, 2001, among Borrower, the banks
named therein and KeyBank National Association, as Agent, as the same may from time to time
be amended, restated or otherwise modified.  Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

Borrower also promises to pay interest on the unpaid principal amount of each Tranche A Loan
from time to time outstanding, from the date of such Tranche A Loan until the payment in full
thereof, at the rates per annum that shall be determined in accordance with the provisions of
Section 2.1A of the Credit Agreement.  Such interest shall be payable on each date provided for
in such Section 2.1A; provided, however, that interest on any principal portion that is not paid
when due shall be payable on demand.

The portions of the principal sum hereof from time to time representing Base Rate Loans and
LIBOR Loans, and payments of principal of any thereof, shall be shown on the records of Bank
by such method as Bank may generally employ; provided, however, that failure to make any such
entry shall in no way detract from Borrower's obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time
or by operation of any provision for acceleration of maturity contained in the Credit Agreement,
the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum equal to the Default Rate. All payments of principal of and interest on this Note shall be
made in immediately available funds.



This Note is one of the Tranche A Notes referred to in the Credit Agreement. Reference is made
to the Credit Agreement for a description of the right of the undersigned to anticipate payments
hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and
other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment,
demand, protest and notice of any kind.

JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT
AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO.

| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                                
| |  |  |  |  |  | ---------------------------------------------------------------------------------------------
|
| |  |  |  |  |  | By:__________________________

Name:________________________

Title:_________________________
| |  |  |  |  | 
| |  |  |  |  | 

EXHIBIT B

TRANCHE B NOTE

|$______________ |  |  |  |  |  |  |  | Cleveland, Ohio
|--------------- |  |  |  |  |  |  |  | ---------------
|                |  |  |  |  |  |  |  |                

FOR VALUE RECEIVED, the undersigned, THE STANDARD REGISTER COMPANY, an
Ohio corporation, ("Borrower") promises to pay on the last day of the applicable Commitment
Period, as defined in the Credit Agreement (as hereinafter defined), to the order of _________
("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127 Public
Square, Cleveland, Ohio 44114-1306 the principal sum of

|____________ | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | DOLLARS
|------------ | ------------------------------------------------------------------------------------------------- | -------

or the aggregate unpaid principal amount of all Tranche B Loans, as defined in the Credit
Agreement, made by Bank to Borrower pursuant to Section 2.1B of the Credit Agreement,
whichever is less, in lawful money of the United States of America, or, with respect to Tranche B
Loans that have been converted to a Term Loan, as defined in the Credit Agreement, payable in
accordance with the terms of Section 2.1B of the Credit Agreement.  As used herein, "Credit
Agreement" means the Credit Agreement dated as of May 11, 2001, among Borrower, the banks
named therein and KeyBank National Association, as Agent, as the same may from time to time
be amended, restated or otherwise modified.  Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

Borrower also promises to pay interest on the unpaid principal amount of each Tranche B Loan
from time to time outstanding, from the date of such Tranche B Loan until the payment in full
thereof, at the rates per annum that shall be determined in accordance with the provisions of
Section 2.1B of the Credit Agreement.  Such interest shall be payable on each date provided for
in such Section 2.1B; provided, however, that interest on any principal portion that is not paid
when due shall be payable on demand.

The portions of the principal sum hereof from time to time representing Base Rate Loans and
LIBOR Loans, and payments of principal of any thereof, shall be shown on the records of Bank
by such method as Bank may generally employ; provided, however, that failure to make any such
entry shall in no way detract from Borrower's obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time
or by operation of any provision for acceleration of maturity contained in the Credit Agreement,
the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum equal to the Default Rate. All payments of principal of and interest on this Note shall be
made in immediately available funds.



This Note is one of the Tranche B Notes referred to in the Credit Agreement. Reference is made
to the Credit Agreement for a description of the right of the undersigned to anticipate payments
hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and
other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment,
demand, protest and notice of any kind.

JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT
AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO.

| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                                
| |  |  |  |  |  | ---------------------------------------------------------------------------------------------
|
| |  |  |  |  |  | By:__________________________

Name:________________________

Title:_________________________
| |  |  |  |  | 
| |  |  |  |  | 

EXHIBIT C

SWING LINE NOTE

|$50,000,000 |  |  |  |  |  |  |  |  | Cleveland, Ohio
|----------- |  |  |  |  |  |  |  |  | ---------------
|            |  |  |  |  |  |  |  |  |                

FOR VALUE RECEIVED, the undersigned, THE STANDARD REGISTER COMPANY, an
Ohio corporation ("Borrower"), promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION,
Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of

|FIFTY MILLION | . . . .  . . . .  . . . .  . . . .  . . . .  . . . .  . . . .  . . . . | AND 00/100 DOLLARS
|------------- | ---------------------------------------------------------------------- | ------------------

or, if less, the aggregate unpaid principal amount of all Swing Loans, as defined in the Credit
Agreement (as hereinafter defined) made by Bank to Borrower pursuant to subpart 2 of Section
2.1A and subpart 2 of Section 2.1B of the Credit Agreement, in lawful money of the United
States of America on the earlier of the last day of the applicable Commitment Period, as defined
in the Credit Agreement, or, with respect to each Swing Loan, the Swing Loan Maturity Date
applicable thereto. As used herein, "Credit Agreement" means the Credit Agreement dated as of
May 11, 2001, among Borrower, the banks named therein and KeyBank National Association, as
Agent, as the same may from time to time be amended, restated or otherwise modified.
Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

Borrower also promises to pay interest on the unpaid principal amount of each Swing Loan from
time to time outstanding, from the date of such Swing Loan until the payment in full thereof, at
the rates per annum which shall be determined in accordance with the provisions of subpart 2 of
Section 2.1A of the Credit Agreement.  Such interest shall be payable on each date provided for
in such subpart 2 of such Section 2.1A; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.

The principal sum hereof from time to time and the payments of principal and interest thereon of
either hereof, shall be shown on the records of Bank by such method as Bank may generally
employ; provided, however, that failure to make any such entry shall in no way detract from
Borrower's obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time
or by operation of any provision for acceleration of maturity contained in the Credit Agreement,
the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum equal to the Default Rate. All payments of principal of and interest on this Note shall be
made in immediately available funds.

This Note is the Swing Line Note referred to in the Credit Agreement.  Reference is made to the
Credit Agreement for a description of the right of the undersigned to anticipate payments hereof,
the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms
and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment,
demand, protest and notice of any kind.

JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT
AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                                
| |  |  |  |  |  | ---------------------------------------------------------------------------------------------
|
| |  |  |  |  |  | By:__________________________

Name:________________________

Title:_________________________
| |  |  |  |  | 
| |  |  |  |  | 

EXHIBIT D

NOTICE OF LOAN

[Date]_________________, 20____

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44114-0616

Attention:

Ladies and Gentlemen:

The undersigned, THE STANDARD REGISTER COMPANY, refers to the Credit Agreement,
dated as of May 11, 2001 ("Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, the Banks, as defined in the Credit Agreement, and
KeyBank National Association, as Agent, and hereby gives you notice, pursuant to Section 2.2 of
the Credit Agreement that the undersigned hereby requests a Loan under the Credit Agreement,
and in connection therewith sets forth below the information relating to the Loan (the "Proposed
Loan") as required by Section 2.2 of the Credit Agreement:

(a)  The Business Day of the Proposed Loan is __________, 20__.

(b)  The amount of the Proposed Loan is $_______________.

(c)  The Proposed Loan is to be a Base Rate Loan ____ /LIBOR Loan ___/

Swing Loan_____.  (Check one.)

(d)  If the Proposed Loan is a LIBOR Loan, the Interest Period requested is

one month ___, two months ___, three months ___, six months ____.

(Check one.)

(e)  If the Proposed Loan is a Swing Loan, such Swing Loan is

pursuant to the Tranche A Commitment _____

/Tranche B Commitment _____.  (Check one.)

The undersigned hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Loan:

(i)  the representations and warranties contained in each Loan Document are correct, before and
after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though
made on and as of such date;

(ii)  no event has occurred and is continuing, or would result from such Proposed Loan, or the
application of proceeds therefrom, that constitutes a Default or Event of Default; and

(iii)  the conditions set forth in Section 2.2 and Article IV of the Credit Agreement have been
satisfied.

| |  |  |  |  |  | Very truly yours,                                                                               
| |  |  |  |  |  | ------------------------------------------------------------------------------------------------
| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                                   
|
| |  |  |  |  |  | By:___________________________

Name:_________________________

Title:__________________________
| |  |  |  |  | 
| |  |  |  |  | 

EXHIBIT E

COMPLIANCE CERTIFICATE

For Fiscal Quarter ended ____________________

THE UNDERSIGNED HEREBY CERTIFY THAT:

(1)  We are the duly elected President and Chief Financial Officer of THE STANDARD
REGISTER COMPANY, an Ohio corporation ("Borrower");

(2)  We are familiar with the terms of that certain Credit Agreement, dated as of May 11, 2001,
among the undersigned, the Banks, as defined in the Credit Agreement, and KeyBank National
Association, as Agent (as the same may from time to time be amended, restated or otherwise
modified, the "Credit Agreement", the terms defined therein being used herein as therein
defined), and the terms of the other Loan Documents, and we have made, or have caused to be
made under our supervision, a review in reasonable detail of the transactions and condition of
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements;

(3)  The review described in paragraph (2) above did not disclose, and we have no knowledge of,
the existence of any condition or event that constitutes or constituted a Default or Event of
Default, at the end of the accounting period covered by the attached financial statements or as of
the date of this Certificate;

(4)  The representations and warranties made by Borrower contained in each Loan Document are
true and correct as though made on and as of the date hereof; and

(5)  Set forth on Attachment I hereto are calculations of the financial covenants set forth in
Section 5.7 of the Credit Agreement, which calculations show compliance with the terms thereof,
and the Adjusted Leverage Ratio.

IN WITNESS WHEREOF, we have signed this certificate the ___ day of _________, 20___.

| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                                   
| |  |  |  |  |  | ------------------------------------------------------------------------------------------------
| |  |  |  |  |  | By:___________________________

Name:_________________________

Title:__________________________
| |  |  |  |  | 
| |  |  |  |  | 
| |  |  |  |  |  | and___________________________

Name:_________________________

Title:__________________________
| |  |  |  |  | 
| |  |  |  |  | 
|
|

EXHIBIT F

REQUEST FOR CONVERSION

[Date]__________________, _____

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44114

Attention: _______________

Ladies and Gentlemen:

The undersigned, THE STANDARD REGISTER COMPANY, an Ohio corporation, refers to the
Credit Agreement, dated as of May 11, 2001 (as the same may from time to time be amended,
restated or otherwise modified, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, the Banks, as defined in the Credit
Agreement, and KeyBank National Association, as Agent, and hereby gives Agent and the Banks
notice, pursuant to Section 2.1B of the Credit Agreement that the undersigned hereby requests
the conversion of the outstanding Tranche B Loans into a Term Loan (the "Conversion") under
the Credit Agreement, and in connection with the Conversion, sets forth below the information
relating to the Conversion as required by Section 2.1B of the Credit Agreement.  The
undersigned hereby requests the Banks to:

(a)  Convert the current outstanding Tranche B Loans in the aggregate principal amount of
$____________, to a Term Loan in a principal amount equal to the outstanding aggregate
principal balance of such Tranche B Loans.

(b)  The Term Loan is to be a Base Rate Loan ($_________) and/or LIBOR Loan
($__________).

(c)  If the Term Loan is a LIBOR Loan, the Interest Period requested is one month ___, two
months ___, three months ___, six months ___ (Check one.)

The undersigned hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Conversion:

(i)  the representations and warranties contained in each Loan Document are correct, before and
after giving effect to the Conversion and the application of the proceeds therefrom, as though
made on and as of such date;

(ii)  no event has occurred or would result from such Conversion, or the application of proceeds
therefrom, which constitutes a Default or Event of Default; and

(iii)  the conditions set forth in Section 2.2 and Article IV of the Credit Agreement have been
satisfied.

| |  |  |  |  |  | Very truly yours,                                                                               
| |  |  |  |  |  | ------------------------------------------------------------------------------------------------
| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                                   
|
| |  |  |  |  |  | By:___________________________

Name:_________________________

Title:__________________________
| |  |  |  |  | 
| |  |  |  |  | 

EXHIBIT G

REQUEST FOR EXTENSION

[Date]_______________________, _____

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44114

Attention: __________________

Ladies and Gentlemen:

The undersigned, THE STANDARD REGISTER COMPANY, refers to the Credit Agreement,
dated as of May 11, 2001 ("Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, the Banks, as defined in the Credit Agreement, and
KeyBank National Association, as Agent, and hereby gives you notice, pursuant to Section 2.9 of
the Credit Agreement that the undersigned hereby requests an extension as set forth below (the
"Extension") under the Credit Agreement, and, in connection with the Extension, sets forth
below the information relating to the Extension as required by Section 2.9 of the Credit
Agreement.  The undersigned hereby requests Bank to:

(a)____ Extend the Commitment Period applicable to the Tranche A Commitment

from _______ to ________.

(b)____ Extend the Commitment Period applicable to the Tranche B Commitment

from _______ to ________.

The undersigned hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Extension: (i) the representations and warranties contained in each
Loan Document are correct, before and after giving effect to the Extension and the application of
the proceeds therefrom, as though made on and as of such date; (ii) no event has occurred and is
continuing, or would result from such Extension, or the application of proceeds therefrom, which
constitutes a Default or Event of Default; and (iii) the conditions set forth in Section 2.2 and
Article IV of the Credit Agreement have been satisfied.

| |  |  |  |  |  | Very truly yours,                                                                 
| |  |  |  |  |  | ----------------------------------------------------------------------------------
| |  |  |  |  |  | THE STANDARD REGISTER COMPANY                                                     
|
| |  |  |  |  |  | By:______________________

Name:____________________

Title: _____________________
| |  |  |  |  | 
| |  |  |  |  | 

EXHIBIT H

FORM OF

ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Assignment and Acceptance Agreement (this "Assignment Agreement") between
______________________ (the "Assignor") and ______________________ (the "Assignee") is
dated as of ________, 20_.  The parties hereto agree as follows:

1.  Preliminary Statement.  Assignor is a party to a Credit Agreement, dated as of May 11, 2001
(which, as it may from time to time be amended, restated or otherwise modified is herein called
the "Credit Agreement"), among THE STANDARD REGISTER COMPANY, an Ohio
corporation ("Borrower"), the banking institutions named on Schedule 1 thereto (collectively,
"Banks" and, individually, "Bank"), and KEYBANK NATIONAL ASSOCIATION, as agent for
the Banks ("Agent").  Capitalized terms used herein and not otherwise defined herein shall have
the meanings attributed to them in the Credit Agreement.

2.  Assignment and Assumption.  Assignor hereby sells and assigns to Assignee, and Assignee
hereby purchases and assumes from Assignor, an interest in and to Assignor's rights and
obligations under the Credit Agreement, effective as of the Assignment Effective Date (as
hereinafter defined), equal to the percentage interest specified on Annex 1 hereto (hereinafter,
"Assignee's Percentage") of Assignor's right, title and interest in and to (a) the Commitment of
Assignor as set forth on Annex 1 (hereinafter, "Assigned Amount"), (b) any Loan made by
Assignor which is outstanding on the Assignment Effective Date, (c) any Note delivered to
Assignor pursuant to the Credit Agreement, and (d) the Credit Agreement and the other Related
Writings.  After giving effect to such sale and assignment and on and after the Assignment
Effective Date, Assignee shall be deemed to have a "Commitment Percentage" under the Credit
Agreement equal to the Commitment Percentage set forth in subparts I.C on Annex 1 hereto.

3.  Assignment Effective Date.  The Assignment Effective Date (the "Assignment Effective
Date") shall be two (2) Business Days (or such other time agreed to by Agent) after the following
conditions precedent have been satisfied:

(a)  receipt by Agent of  this Assignment Agreement, including Annex 1 hereto, properly
executed by Assignor and Assignee and accepted and consented to by Agent and, if necessary
pursuant to the provisions of Section 10.10(A)(i) of the Credit Agreement, by Borrower;

(b)  receipt by Agent from Assignor of a fee of Three Thousand Five Hundred Dollars ($3,500),
in accordance with Section 10.10A of the Credit Agreement;

(c) receipt by Agent from Assignee of an administrative questionnaire, or other similar
document, which shall include (i) the address for notices under the Credit Agreement, (ii) the
address of its Lending Office, (iii) wire transfer instructions for delivery of funds by Agent,
(iv) and such other information as Agent shall request; and

(d)  receipt by Agent from Assignor or Assignee of any other information required pursuant to
Section 10.10 of the Credit Agreement or otherwise necessary to complete the transaction
contemplated hereby.

4.  Payment Obligations.  In consideration for the sale and assignment of Loans hereunder,
Assignee shall pay Assignor, on the Assignment Effective Date, an amount in Dollars equal to
Assignee's Percentage.  Any interest, fees and other payments accrued prior to the Assignment
Effective Date with respect to the Assigned Amount shall be for the account of Assignor.  Any
interest, fees and other payments accrued on and after the Assignment Effective Date with
respect to the Assigned Amount shall be for the account of Assignee.  Each of Assignor and
Assignee agrees that it will hold in trust for the other part any interest, fees or other amounts
which it may receive to which the other party is entitled pursuant to the preceding sentence and to
pay the other party any such amounts which it may receive promptly upon receipt thereof.

5.  Credit Determination; Limitations on Assignor's Liability.  Assignee represents and warrants
to Assignor, Borrower, Agent and the other Banks (a) that it is capable of making and has made
and shall continue to make its own credit determinations and analysis based upon such
information as Assignee deemed sufficient to enter into the transaction contemplated hereby and
not based on any statements or representations by Assignor, (b) Assignee confirms that it meets
the requirements to be an assignee as set forth in Section 10.10 of the Credit Agreement;
(c) Assignee confirms that it is able to fund the Loans as required by the Credit Agreement;
(d) Assignee agrees that it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement and the Related Writings are required to be
performed by it as a Bank thereunder; and (e) Assignee represents that it has reviewed each of the
Loan Documents.  It is understood and agreed that the assignment and assumption hereunder are
made without recourse to Assignor and that Assignor makes no representation or warranty of any
kind to Assignee and shall not be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of the Credit Agreement or any Related
Writings, (ii) any representation, warranty or statement made in or in connection with the Credit
Agreement or any of the Related Writings, (iii) the financial condition or creditworthiness of
Borrower or any Guarantor of Payment, (iv) the performance of or compliance with any of the
terms or provisions of the Credit Agreement or any of the Related Writings, (v) inspecting any of
the property, books or records of Borrower, or (vi) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or purporting to secure the
Loans.  Neither Assignor nor any of its officers, directors, employees, agents or attorneys shall be
liable for any mistake, error of judgment, or action taken or omitted to be taken in connection
with the Loans, the Credit Agreement or the Related Writings, except for its or their own bad
faith or willful misconduct.  Assignee appoints Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms
thereof.

6.  Indemnity.  Assignee agrees to indemnify and hold Assignor harmless against any and all
losses, cost and expenses (including, without limitation, attorneys' fees) and liabilities incurred
by Assignor in connection with or arising in any manner from Assignee's performance or non-performance of obligations assumed under this Assignment Agreement.

7.  Subsequent Assignments.  After the Assignment Effective Date, Assignee shall have the right
pursuant to Section 10.10 of the Credit Agreement to assign the rights which are assigned to
Assignee hereunder, provided that (a) any such subsequent assignment does not violate any of the
terms and conditions of the Credit Agreement, any of the Related Writings, or any law, rule,
regulation, order, writ, judgment, injunction or decree and that any consent required under the
terms of the Credit Agreement or any of the Related Writings has been obtained, (b) the assignee
under such assignment from Assignee shall agree to assume all of Assignee's obligations
hereunder in a manner satisfactory to Assignor and (c) Assignee is not thereby released from any
of its obligations to Assignor hereunder.

8.  Reductions of Aggregate Amount of Commitments.  If any reduction in the Total
Commitment Amount occurs between the date of this Assignment Agreement and the
Assignment Effective Date, the percentage of the Total Commitment Amount assigned to
Assignee shall remain the percentage specified in Section 1 hereof and the dollar amount of the
Commitment of Assignee shall be recalculated based on the reduced Total Commitment Amount.

9.  Acceptance of Agent; Notice by Assignor.  This Assignment Agreement is conditioned upon
the acceptance and consent of Agent and, if necessary pursuant to Section 10.10A of the Credit
Agreement, upon the acceptance and consent of Borrower; provided, that the execution of this
Assignment Agreement by Agent and, if necessary, by Borrower is evidence of such acceptance
and consent.

10.  Entire Agreement.  This Assignment Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and understandings
between the parties hereto relating to the subject matter hereof.

11.  Governing Law.  This Assignment Agreement shall be governed by the internal law, and not
the law of conflicts, of the State of Ohio.

12.  Notices.  Notices shall be given under this Assignment Agreement in the manner set forth in
the Credit Agreement.  For the purpose hereof, the addresses of the parties hereto (until notice of
a change is delivered) shall be the address set forth under each party's name on the signature
pages hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their
duly authorized officers as of the date first above written.

|         |                                                                                                                      |  |                                                                                                            |  |  |  | ASSIGNOR:
|-------- | -------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  |  |  | ---------
|        
|Address: | _____________________

_____________________

Attn:_________________

Phone: _______________

Fax:__________________ |  | ________________________________                                                                          
|         |                                                                                                                      |  |                                                                                                            |  |  | 
|         |                                                                                                                      |  | By:______________________________

Name: ____________________________

Title:_____________________________
|         |                                                                                                                      | 
|         |                                                                                                                      | 
|         |                                                                                                                      |  |                                                                                                            |  |  |  | ASSIGNEE:
|Address: | _____________________

_____________________

Attn:_________________

Phone: _______________

Fax:__________________ |  | ________________________________                                                                          
|         |                                                                                                                      |  |                                                                                                           
|         |                                                                                                                      |  | By:______________________________

Name: ____________________________

Title:_____________________________
|         |                                                                                                                      | 
|         |                                                                                                                      | 

Accepted and Consented to this ___ day

of ___, 20_:

KEYBANK NATIONAL ASSOCIATION,

as Agent

By:________________________________

Name:______________________________

Title:_______________________________

Accepted and Consented to this ___ day

of _______, 20__:

THE STANDARD REGISTER COMPANY

By:_________________________________

Name:______________________________

Title:_______________________________

ANNEX 1

TO

ASSIGNMENT AND ACCEPTANCE AGREEMENT

On and after ___________, 20__ (the "Assignment Effective Date"), the Commitment of
Assignee, and, if this is less than an assignment of all of Assignor's interest, Assignor, shall be as
follows:



|I.  | ASSIGNEE'S COMMITMENT   
|--- | ------------------------
|    | A.	Assignee's Percentage
|    | B.                      
|    | C.                      
|    |                         
|II. | ASSIGNOR'S COMMITMENT   
|    | A.                      
|    |                         
|    | B.                      
|    |