Exhibit 10.(a)

                                                             [EXECUTION VERSION]

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                                CREDIT AGREEMENT

                                  by and among

                                TECHNITROL, INC.,
                            PULSE ENGINEERING, INC.,
                                AMI DODUCO, INC,
                            as US Facility Borrowers,

                            AMI DODUCO HOLDING GMBH,
                                AMI DODUCO GMBH,
                             AMI DODUCO ESPANA S.L.,
                             AMI DODUCO ITALIA SRL,
                           AMI DODUCO (FRANCE) S.A.S.,
                             AMI DODUCO (UK) LIMITED
                         as Offshore Facility Borrowers,

                             BANK OF AMERICA, N.A.,
                             as Agent and as Lender,

                         PNC BANK, NATIONAL ASSOCIATION
                       as Syndication Agent and as Lender,

                              FLEET NATIONAL BANK,
                      as Documentation Agent and as Lender,


                                       and

                   THE LENDERS PARTY HERETO FROM TIME TO TIME

                                  June 20, 2001

                         BANC OF AMERICA SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Manager

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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                              Definitions and Terms

1.01     Definitions ..........................................................2
1.02     Rules of Interpretation..............................................26

                                   ARTICLE II
                                 The US Facility

2.01     Advances    .........................................................28
2.02     Payment of Interest..................................................30
2.03     Payment of Principal.................................................31
2.04     Manner of Payment....................................................31
2.05     Evidence of Indebtedness.............................................32
2.06     Pro Rata Payments....................................................32
2.07     Reductions ......................................................... 32
2.08     Conversions and Elections of Subsequent Interest Periods.............33
2.09     Facility Fee.........................................................33
2.10     Deficiency Advances; Failure to Purchase Participations..............34
2.11     Use of Proceeds......................................................34

                                   ARTICLE III
                          US Facility Letters of Credit

3.01     Letters of Credit....................................................37
3.02     Reimbursement and Participations.....................................38
3.03     Governmental Action..................................................41
3.04     Letter of Credit Facility Fees.......................................42
3.05     Letter of Credit Fronting and Administrative Fees....................42

                                   ARTICLE IV
                                 The UK Facility

4.01     Advances.............................................................43
4.02     Payment of Interest..................................................45
4.03     Payment of Principal.................................................46
4.04     Manner of Payment....................................................46
4.06     Evidence of Indebtedness.............................................48
4.07     Reductions ......................................................... 48
4.08     Conversions and Elections of Subsequent Interest Periods.............49
4.09     Use of Proceeds......................................................49
4.10     Offshore Facility Borrower Liability.................................49
4.11     Offshore Facility Participation Fee..................................49

                                    ARTICLE V
                            Changes in Circumstances

5.01     Increased Cost and Reduced Return....................................51
5.02     Limitation on Types of Loans.........................................52
5.03     Illegality ..........................................................53

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5.04     Treatment of Affected Loans..........................................53
5.05     Compensation.........................................................54
5.06     Taxes................................................................54
5.07     Replacement Lender...................................................56
5.08     Funding..............................................................57
5.10     Request For Compensation, etc........................................57

                                   ARTICLE VI
                   Conditions to Closing and to Making Loans,

6.01     Conditions of Closing................................................58
6.02     Conditions of Loans, Letters of Credit...............................60

                                   ARTICLE VII
                         Representations and Warranties

7.01.     Incorporation, Good Standing, and Due Qualification.................62
7.02.     Corporate Power and Authority.......................................62
7.03.     Legally Enforceable Agreement.......................................62
7.04.     Financial Statements; Adverse Changes...............................62
7.05.     Labor Disputes and Acts of God......................................63
7.06.     Other Agreements....................................................63
7.07.     Litigation .........................................................64
7.08.     No Defaults on Outstanding Judgments or Orders......................64
7.09.     Ownership and Liens.................................................64
7.10.     Subsidiaries and Ownership of Stock.................................64
7.11.     ERISA ..............................................................64
7.12.     Operation of Business...............................................65
7.13.     Taxes ..............................................................65
7.14.     Debt................................................................65
7.15.     Environmental Matters...............................................65
7.16.     Other Laws 65
7.17.     No Untrue Statement.................................................66
7.18.     Margin Stock........................................................66
7.19.     Regulated Company...................................................66

                                  ARTICLE VIII
                              Affirmative Covenants

8.01.     Maintenance of Existence............................................67
8.02.     Maintenance of Records..............................................67
8.03.     Maintenance of Properties...........................................67
8.04.     Conduct of Business; Permits and Approvals; Compliance with Laws....67
8.05.     Maintenance of Insurance............................................67
8.06.     Payment of Debt; Payment of Taxes; Etc..............................67
8.07.     Right of Inspection.................................................68
8.08.     Reporting Requirements..............................................68
8.09.     Right of Inspection.................................................70

                                   ARTICLE IX
                               Negative Covenants

9.01.     Liens ..............................................................71
9.02.     Debt ...............................................................72
9.03.     Mergers, Etc........................................................72
9.04.     Leases..............................................................73
9.05.     Sale and Leaseback..................................................73

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9.06.     Dividends and Distributions.........................................73
9.07.     Sale of Assets......................................................73
9.08.     Investments.........................................................73
9.09.     Guaranties, Etc.....................................................74
9.10.     Transactions With Affiliates........................................74
9.11.     Stock of Subsidiary, Etc............................................74
9.12.     Hazardous Materials; Indemnification................................74
9.13.     Acquisitions........................................................75
9.14.     Additional Subsidiaries.............................................75
9.15      Financial Covenants.................................................75

                                    ARTICLE X
                       Events of Default and Acceleration

10.01     Events of Default...................................................77
10.02     Agent to Act........................................................79
10.03     Cumulative Rights...................................................79
10.04     No Waiver  .........................................................80
10.05     Allocation of Proceeds..............................................80
10.06     Judgment Currency...................................................80
10.07     Funding and Payment of Participations; Conversion to US Dollars.....81

                                   ARTICLE XI
                                   The Agents

11.01     Appointment, Powers, and Immunities.................................84
11.02     Reliance by Agents..................................................85
11.03     Defaults ...........................................................85
11.04     Rights as Lender....................................................85
11.05     Indemnification.....................................................86
11.06     Non-Reliance on Agent and Other Lenders.............................86
11.07     Resignation of an Agent.............................................86
11.09     Agent Notices.......................................................87
11.10     Syndication and Documentation Agents................................87

                                   ARTICLE XII
                                  Miscellaneous

12.01     Assignments and Participations......................................88
12.02     Notices.............................................................90
12.03     Right of Set-off; Adjustments.......................................91
12.04     Survival............................................................92
12.05     Expenses............................................................92
12.06     Amendments and Waivers..............................................92
12.07     Counterparts........................................................93
12.08     Termination.........................................................93
12.09     Usury Savings Clause................................................94
12.10     Indemnification; Limitation of Liability............................94
12.11     Agreement Controls..................................................95
12.12     Severability........................................................95
12.13     Entire Agreement....................................................95
12.14     Governing Law; Waiver of Jury Trial.................................96
12.15     Special Funding Option..............................................97
12.16     Additional Borrowers................................................98

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EXHIBIT A Lenders' Commitments and Applicable Commitment Percentages.........A-1
EXHIBIT B Form of Assignment and Acceptance..................................B-1
EXHIBIT C Notice of Appointment (or Revocation) of Authorized Representative.C-1
EXHIBIT D-1 Borrowing Notice (U.S. Facility Loans).........................D-1-1
EXHIBIT D-2 Borrowing Notice (UK Facility Loans)...........................D-2-1
EXHIBIT E Form of Guaranty Agreement.........................................E-1
EXHIBIT F Form of Opinion of Counsel for Borrowers and Guarantor.............F-1
EXHIBIT G Form of Joinder Agreement..........................................G-1
EXHIBIT H Form of Offshore Facility Lender Agreement.........................H-1
EXHIBIT I Form of Application and Agreement for Letters of Credit............I-1


Schedule 1.1        Applicable Country Commitments...........................S-1
Schedule 1.2        Funding Offices..........................................S-2
Schedule 1.3        Existing Letters of Credit...............................S-4
Schedule 7.04       Financial Statements.....................................S-5
Schedule 7.05       Labor Disputes and Acts of God...........................S-6
Schedule 7.07       Litigation...............................................S-7
Schedule 7.09       Ownership and Liens......................................S-8
Schedule 7.10       Subsidiaries of Technitrol...............................S-9
Schedule 7.11       ERISA...................................................S-10
Schedule 7.14       Indebtedness............................................S-11
Schedule 7.15       Environmental Matters...................................S-12
Schedule 9.04       Leases..................................................S-13
Schedule 9.09       Guaranties..............................................S-14


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                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of June 20, 2001 (this "Agreement"), is
made and effective by and among TECHNITROL , INC., a Pennsylvania corporation
(the "Parent"); PULSE ENGINEERING INC., a Delaware corporation, and AMI DODUCO,
INC., a Pennsylvania corporation (each, including the Parent, individually, a
"US Facility Borrower" and, collectively the "US Facility Borrowers"); AMI
DODUCO HOLDING GMBH, a company organized under the laws of Germany, AMI DODUCO
GMBH, a company organized under the laws of Germany, AMI DODUCO ESPANA S.L., a
company organized under the laws of Spain, AMI DODUCO ITALIA SRL, a company
organized under the laws of Italy, AMI DODUCO (FRANCE) S.A.S., a company
organized under the Republic of France, and AMI DODUCO (UK) LIMITED, a company
organized under the laws of England (each individually, an "Offshore Facility
Borrower" and, collectively the "Offshore Facility Borrowers" and together with
the US Facility Borrowers and each other Person joining this Agreement as a
Borrower from time to time pursuant Section 12.16 hereof, the "Borrowers"); BANK
OF AMERICA, N.A., and each other lender which may hereafter execute and deliver
an instrument of assignment with respect to the US Facility under this Agreement
pursuant to Section 12.01 (hereinafter such lenders may be referred to
individually as a "US Facility Lender" or collectively as the "US Facility
Lenders"); BANK OF AMERICA, N.A., as lender under the Offshore Facility
(hereinafter an "Offshore Facility Lender"); BANK OF AMERICA, N.A., in its
capacity as agent for the Lenders (the "Agent"); PNC BANK, NATIONAL ASSOCIATION,
as Syndication Agent and as Lender, and FLEET NATIONAL BANK, as Documentation
Agent and as Lender.

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

         WHEREAS, the Lenders are willing to make available to the Borrowers a
revolving credit facility of up to $225,000,000 and the Offshore Facility Lender
is willing to make available a multicurrency revolving subfacility of up to the
US Dollar Equivalent Amount of $100,000,000, in each case subject to the terms
and conditions set forth herein;

         NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree
as follows:


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                                    ARTICLE I

                              Definitions and Terms

         1.01 Definitions. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

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

         "Advance" means a US Facility Advance or an Offshore Facility Advance,
as the case may be.

         "Affected Loans" shall have the meaning therefor set forth in Section
5.04.

         "Affected Type" shall have the meaning therefor set forth in Section
5.04.

         "Affiliate" means any Person, other than the Parent or any Subsidiary,
(i) which directly or indirectly through one or more intermediaries controls, or
is controlled by, or is under common control with, the Parent; or (ii) which
beneficially owns or holds 10% or more of any class of the outstanding Voting
Stock of the Parent; or (iii) 10% or more of any class of the outstanding Voting
Stock (or in the case of a Person which is not a corporation, 10% or more of the
equity or other ownership interest) of which is beneficially owned or held by
the Parent. The term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of Voting Stock, by contract or otherwise.

         "Aggregate Credit Exposure" the aggregate amount of Credit Exposure of
all Lenders.

         "Applicable Borrowers" means (i) with respect to all matters involving
the US Facility, the US Facility Borrowers, and (ii) with respect to all matters
involving the Offshore Facility, the Offshore Facility Borrowers.

         "Applicable Commitment Percentage" means, for each Lender, with respect
to the Obligations hereunder, a fraction (expressed as a percentage), the
numerator of which shall be the amount of such Lender's Commitment and the
denominator of which shall be the Total Commitment, each as of the date of
determination, which Applicable Commitment Percentage for each Lender as of the
Closing Date is as set forth in Exhibit A attached hereto and incorporated
herein by reference; provided that the Applicable Commitment Percentages of each

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Lender shall be increased or decreased to reflect any assignments to or by such
Lender effected in accordance with Section 12.01 hereof.

         "Applicable Country" means, with respect to any Offshore Facility Loan,
any of England, Germany, France, Spain or Italy, being the country where the
Offshore Facility Borrower requesting such Offshore Facility Loan is located and
where an Applicable Offshore Facility Lender has agreed to make Offshore
Facility Loans available pursuant to an Offshore Facility Lender Agreement.

         "Applicable Country Commitment" means the commitment of any Offshore
Facility Lender to make available the US Dollar Equivalent Amount of Offshore
Facility Loans available in an Applicable Country as set forth in Schedule 1.1
on the Closing Date and as adjusted from time to time in accordance with any
Offshore Facility Lender Agreement or pursuant to Section 4.07(b) hereto;
provided that the aggregate amount of Applicable Country Commitments for all
Offshore Facility Lenders shall at all times equal the Offshore Facility
Commitment.

         "Applicable Currency" means (i) with respect to the US Facility, US
Dollars and (ii) with respect to the Offshore Facility, British Pounds Sterling
or euro.

         "Applicable Lenders" means (i) with respect to all matters involving
the US Facility, the US Facility Lenders, and (ii) with respect to all matters
involving the Offshore Facility, the Offshore Facility Lenders.

         "Applicable Lending Office" means, for each Lender and for each Type
and Applicable Currency of Loan, the "Lending Office" of such Lender (or of an
affiliate of such Lender) designated for such Type and Applicable Currency of a
Loan on the signature pages hereof or in an Assignment and Acceptance, or such
other office of such Lender (or an affiliate of such Lender) as such Lender may
from time to time specify to the Agent and the Applicable Borrowers by written
notice in accordance with the terms hereof as the office by which its Loans of
such Type and Applicable Currency are to be made and maintained.

        "Applicable Margin" means for purposes of calculating (i) the applicable
interest margin for the Interest Period for any Fixed Rate Loan, (ii) the
applicable rate for the issuance of Standby Letters of Credit and (iii) the
applicable rate of the Facility Fee for any date for purposes of Section 2.09
hereof, that percent per annum set forth as the Applicable Margin in the Pricing
Grid.

         "Applicable Market" means with respect to Loans made in an Applicable
Country, the market for determining rates of interest for the Applicable
Currency in such country by first class banks comparable to the London interbank
market.

         "Applicable Offshore Facility Lender" means the Offshore Facility
Lender making or having made an Advance of an Offshore Facility Loan in an
Applicable Country to an Offshore Facility Borrower.

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         "Applicable Rate" means the applicable interest rate for any Fixed Rate
Loan or US Facility Base Rate Loan available in a specific Facility as selected
by the Applicable Borrower or otherwise applicable hereunder.

         "Applicable Reference Rate" means

                  (i) for any Eurodollar Rate Loan made under the US Facility
         for any Interest Period therefor, the rate per annum determined by the
         Agent to appear on Telerate Page 3750 or other appropriate Telerate
         Page (or any successor page) as the London interbank offered rate for
         deposits in the Applicable Currency at approximately 11:00 A.M.
         (London, England time) two (2) Business Days prior to the first day of
         such Interest Period for a term comparable to such Interest Period. If
         for any reason such rate is not available, the term "Applicable
         Reference Rate" shall mean, for any Eurodollar Rate Loan for any
         Interest Period therefor, the rate per annum determined by the Agent to
         appear on Reuters Screen LIBO Page as the London interbank offered rate
         for deposits in the Applicable Currency at approximately 11:00 A.M.
         (London, England time) two (2) Business Days prior to the first day of
         such Interest Period for a term comparable to such Interest Period;
         provided, however, if more than one rate is specified on Reuters Screen
         LIBO Page, the applicable rate shall be the arithmetic mean of all such
         rates; and

                  (ii) for any Offshore Rate Loan made in British Pounds
         Sterling under the Offshore Facility for any Interest Period therefor,
         the rate per annum equal to the sum of (a) LIBOR plus (b) the Offshore
         Facility Mandatory Cost, in each case on the first day of such Interest
         Period for a term comparable to such Interest Period; and

                  (iii) for any Offshore Rate Loan made in euro under the
         Offshore Facility for any Interest Period therefor, the rate per annum
         equal to LIBOR as of two (2) Business Days prior to the first day of
         such Interest Period for a term comparable to such Interest Period;

         "Applicable Reserve Requirement" means, at any time, for any Eurodollar
Rate Loan the maximum rate at which reserves (including, without limitation, any
marginal, special, supplemental or emergency reserves) are required to be
maintained with respect thereto under regulations issued from time to time by
the Board or other applicable banking regulator by the member banks of the
Federal Reserve System against, "Eurocurrency liabilities" (as such term is
defined in Regulation D). Without limiting the effect of the foregoing, the
Applicable Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (i) any category of liabilities
which includes deposits by reference to which the applicable Eurodollar Rate or
any other interest rate of a Loan is to be determined, or (ii) any category of
extensions of credit or other assets which include Eurodollar Rate Loans. An
Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and
as such shall be deemed subject to reserve requirements. The rate of interest on
Eurodollar Rate Loans shall be adjusted automatically on and as of the effective
date of any change in the Applicable Reserve Requirement.

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<PAGE>

         "Applications and Agreements for Letters of Credit" means,
collectively, the Applications and Agreements for Letters of Credit in the form
attached hereto as Exhibit I, or similar documentation, executed by the
Borrowers from time to time and delivered to the Issuing Bank to support the
issuance of Letters of Credit.

         "Applicant" means with respect to any Letter of Credit or Reimbursement
Obligation associated therewith, the Parent and each Borrower requesting such
Letter of Credit.

         "Assignment and Acceptance" shall mean an Assignment and Acceptance
substantially in the form of Exhibit B (with blanks appropriately filled in)
delivered to the Agent in connection with an assignment of a Lender's interest
in a specific Facility under this Agreement pursuant to Section 12.01.

         "Authorized Representative" means in the case of each of the Borrowers,
any of Thomas J. Considine, Jr., Ann Marie Janus, Michael McGrath, Drew A.
Moyer, or Albert Thorp, III or any other person expressly designated by the
Board of Directors (or the appropriate committee thereof) of the Parent as an
Authorized Representative for purposes of this Agreement, as set forth from time
to time in a certificate in the form attached hereto as Exhibit C.

         "Bank of America" means Bank of America, N.A., a national banking
association.

         "Board" means the Board of Governors of the Federal Reserve System (or
any successor body).

         "Borrowing Notice" means the request of the Authorized Representative
of a Borrower to obtain an Advance or to elect a subsequent Interest Period for
or Convert a Loan or Loans of any Type hereunder, as the obtaining of such
Advance, such election or Conversion of such Loan or Loans shall be otherwise
permitted herein. Any Borrowing Notice shall be binding on and irrevocable by a
Borrower and shall be in writing and signed by the Authorized Representative of
such Borrower in the form attached hereto as Exhibit D-1 for US Facility Loans,
and Exhibit D-2 for Offshore Facility Loans, as the case may be.

         "British Pounds Sterling" and "(pound)" means the lawful currency of
the United Kingdom of Great Britain and Northern Ireland.

         "Business Day" means (i) with respect to all notices, determinations,
fundings and payments in connection with US Facility Loans or US Letters of
Credit, or with respect to all notices, determinations, fundings and payments
involving the Agent, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the States of New York or North Carolina or is a
day on which banking institutions located in either such state are authorized or
required by law or other governmental action to close, (ii) with respect to all
notices, determinations, fundings and payments in connection with Offshore
Facility Loans, any day on which banking institutions located in England are
generally open for business, and which is a day on which dealings in the
Applicable Currency are carried on, and with respect to notices, determinations,
fundings and payments in or pertaining to euro, any day on which TARGET


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(Trans-European Automated Real-time gross settlement Express Transfer system) or
any successor thereto is scheduled to be open for business, and (iii) with
respect to all notices, determinations, fundings and payments in connection with
any Eurodollar Rate Loan or Offshore Rate Loan, any day that is a Business Day
described above for the applicable Facility and that is also a day for trading
by and between banks in the Applicable Currency in the applicable interbank
Eurodollar Rate market or Offshore Rate market, as applicable.

         "Capital Leases" means all leases which have been or should be
capitalized in accordance with GAAP as in effect from time to time.

         "Change of Control" means, at any time any "person" or "group" (each as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) either (A) becomes
the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of Voting Stock of the Parent (or securities convertible into or
exchangeable for such Voting Stock) representing 30% or more of the combined
voting power of all Voting Stock of the Parent (on a fully diluted basis) or (B)
otherwise has the ability, directly or indirectly, to elect a majority of the
board of directors of the Parent.

         "Closing Date" means the date as of which this Agreement is executed by
the Borrowers, the Lenders and the Agent and on which the conditions set forth
in Section 6.01 hereof have been satisfied.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.

         "Commitment" means, with respect to any Lender, the obligation of such
Lender to incur Credit Exposure as an Applicable Lender or Participant in the
Offshore Facility, as applicable, up to an aggregate principal amount at any
time outstanding equal to the product of such Lender's Applicable Commitment
Percentage multiplied by the Total Commitment, as the same may be increased or
decreased from time to time pursuant to this Agreement.

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


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<PAGE>

transaction costs for the services and expenses of attorneys, accountants and
other consultants incurred in effecting such transaction, and other similar
transaction costs so incurred. For purposes of determining the Consideration for
any transaction, (A) the capital stock of the Parent shall be valued (I) at the
last price reported on the New York Stock Exchange (or other national securities
exchange upon which the capital stock of the Parent is traded), and (II) with
respect to any shares of capital stock of any Subsidiary, as determined by the
Board of Directors of the Borrower, and (C) with respect to any Acquisition
accomplished pursuant to the exercise of options or warrants or the conversion
of securities, the Consideration shall include both the cost of acquiring such
option, warrant or convertible security as well as the cost of exercise or
conversion.

         "Consolidated Subsidiary" means any Subsidiary required under GAAP to
be included in the consolidated financial statements of the Parent.

         "Continue", "Continuation", "Continuance" and "Continued" shall refer
to the continuation pursuant to Sections 2.08, or 4.08, hereof of a Fixed Rate
Loan from one Interest Period to the next Interest Period.

         "Convert", "Conversion" and "Converted" shall refer to a conversion
pursuant to Sections 2.08, 4.08, or Article V of one Type of Loan into another
Type of Loan.

         "Credit Exposure" means, with respect to any Lender, the aggregate
principal amount of all outstanding Loans, Letters of Credit and Reimbursement
Obligations under such Facility owing to or issued by such Lender, to the extent
no other Lender has funded or is liable for a Participation in such Loans,
Letters of Credit or Reimbursement Obligations, plus all Participations funded
and paid for by such Lender in all other Loans, Letters of Credit and
Reimbursement Obligations.

         "Current Maturities" means, at any date, such portion of any Debt which
is outstanding on such date which, under the provisions thereof, matures on
demand or within one year from such date, and may not, directly or indirectly,
be renewed, extended or refunded so as to be outstanding more than one year
after such date.

         "Debt" means for any Loan Party (i) any (a) Indebtedness for Money
Borrowed, or (b) indebtedness or liability for the deferred purchase price of
property or services (including trade obligations other than those incurred in
the ordinary course of business and in accordance with customary terms); (ii)
obligations as lessee under Capital Leases; (iii) obligations under letters of
credit issued for the account of any Person; (iv) all obligations arising under
acceptance facilities; (v) all guaranties, endorsements (other than for
collection or deposit in the ordinary course of business), and other contingent
obligations to purchase any credit obligation, to provide funds for payment, to
supply funds to invest in any Person, or otherwise to assure a creditor of
another Person against loss; (vi) obligations of any other Person secured by any
Lien on property owned by any Loan Party, whether or not the obligations of such
Person have been assumed by such Loan Party; provided that the amount of any
Debt under clause (v) or (vi) shall be the full amount of the liability of the
Person primarily obligated (but without duplication with respect to the amounts
outstanding under the instrument guaranteed) and any Debt described in clause

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(v) or (vi) shall not include any guaranty, endorsement or other contingent or
credit obligation of obligations of any Subsidiary.

         "Debt Ratio" means the ratio determined on a consolidated basis of
Total Funded Debt to EBITDA.

         "Debt Offering" means the incurrence of any Indebtedness for Money
Borrowed permitted hereunder in connection with a public offering or private
placement of debt securities of the Parent or any Subsidiary (other than debt
securities issued to the Parent) or otherwise.

         "Default" means any event or condition which, with the giving or
receipt of notice or lapse of time or both, would constitute an Event of Default
hereunder.

         "Default Rate" means (i) with respect to each Eurodollar Rate Loan and
each Offshore Rate Loan, until the end of the Interest Period applicable
thereto, a rate of two percent (2%) above the Eurodollar Rate or Offshore Rate
applicable to such Loan, and thereafter at a rate of interest per annum which
shall be two percent (2%) above (A) in the case of US Facility Loans, the US
Facility Base Rate, and (B) in the case of Offshore Facility Loans, the Offshore
Facility Base Rate determined; and (ii) with respect to each US Facility Base
Rate Loan and Reimbursement Obligation, at a rate of interest per annum which
shall be two percent (2%) above the US Facility Base Rate.

         "Domestic Subsidiary" means each Subsidiary (other than Pulse
Philippines Inc.) which is organized and existing under the laws of the United
States of America, any state or territory thereof or the District of Columbia.

         "EBITDA" for any Person as of any date means an amount, determined on a
consolidated basis, equal to the sum of (i) the net income of such Person from
continuing operations for the immediately preceding twelve (12) calendar months,
plus (ii) Interest Expense to the extent deducted in determining net income for
such period, plus (iii) the provision for domestic and foreign taxes for such
period based on income or profits to the extent such income or profits were
included in computing net income for such period, plus (iv) depreciation
deducted in determining net income for such period, plus (v) amortization
deducted in determining net income for such period, provided, however, that all
such amounts shall be determined in accordance with GAAP, and there shall be
excluded from the foregoing computation (A) all non-cash income, gains and
losses to the extent included in net income for such period (e.g. writing off of
in process research and development) and (B) all gains or losses from the sales
of assets not sold in the ordinary course of business to the extent included in
net income for such period.

         "Eligible Assignee" with respect to a specific Facility means (i) a
Lender currently in such Facility; (ii) any other Lender, or an affiliate of any
Lender, which, through its Applicable Lending Office, is capable of lending the
Applicable Currency to the Applicable Borrowers without the imposition of any
withholding or similar taxes; and (iii) any other Person which has and maintains
an Investment Grade Rating and which, through its Applicable Lending Office, is
capable of lending the Applicable Currency to the Applicable Borrowers without
the imposition of any withholding or similar taxes and which is approved by the
Agent, and, unless an Event of Default has occurred and is continuing at the


                                       8
<PAGE>

time any assignment is effected in accordance with Section 12.01, the Parent,
such approval not to be unreasonably withheld or delayed by the Parent or the
Agent, and such approval to be deemed given by the Parent if no objection is
received by the assigning Lender, the Agent, or the Issuing Bank from the Parent
within two (2) Business Days after written notice of such proposed assignment
has been provided by the assigning Lender to the Parent; provided, however, that
neither the Parent nor an affiliate of the Parent shall qualify as an Eligible
Assignee; provided further, however, that the Parent may withhold approval
hereunder in its sole discretion if such assignment would give rise to the
payment of any additional costs under Article V.

         "Employee Benefit Plan" means (i) any employee benefit plan, including
any Pension Plan, within the meaning of Section 3(3) of ERISA which (A) is
maintained for employees of the Parent or any of its ERISA Affiliates, (B) is
assumed by the Parent or any of its ERISA Affiliates, in connection with any
acquisition of another Person or (C) has at any time been maintained for the
employees of the Parent, or any current or former ERISA Affiliate, or (ii) any
plan, arrangement, understanding or scheme maintained by the Parent or any ERISA
Affiliate that provides retirement, deferred compensation, employee or retiree
medical or life insurance, severance benefits or any other benefit covering any
employee or former employee and which is administered under any Foreign Benefit
Law or regulated by any Governmental Authority other than the United States of
America.

         "EMU Legislation" means (a) a Treaty on European Union (the Treaty of
Rome of March 25, 1957, as amended by the Single European Act 1986 and the
Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came
into force on November 1, 1993)), and (b) legislative measures of the European
Council (including without limitation European Council regulations) for the
introduction of, changeover to or operation of the euro, in each case as amended
or supplemented from time to time.

         "Environmental Laws" means, collectively, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation
and Recovery Act, the Toxic Substances Control Act, as amended, the Clean Air
Act, as amended, the Clean Water Act, as amended, any other "Superfund" or
"Superlien" law or any other federal or applicable state, local or foreign
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute and all rules and
regulations promulgated thereunder.

         "ERISA Affiliate", as applied to the Parent, means any Person or trade
or business which is a member of a group which is under common control with the
Parent, who, together with the Parent, is treated as a single employer within
the meaning of Section 414(b), (c), (m) or (o) of the Code.


                                       9
<PAGE>

         "euro" means the single official non-legacy currency denominated as the
euro and constituting legal tender for the payment of public and private debts
in the Participating Member States.

         "Eurodollar Rate" means, for the Interest Period for any Eurodollar
Rate Loan, the rate of interest per annum determined pursuant to the following
formula:

       Eurodollar =     Applicable Reference Rate                + Applicable
                    --------------------------------------------
            Rate    1 - Applicable Reserve Requirement               Margin

         "Eurodollar Rate Loan" means a US Facility Loan for which the rate of
interest is determined by reference to the Eurodollar Rate.

         "Event of Default" means any of the occurrences set forth as such in
Section 10.01 hereof and the expiration of any applicable notice or cure period.

         "Excelsus Acquisition" means the acquisition by Pulse Engineering, Inc.
of all of the Capital Stock of Excelsus Technologies, Inc. for Consideration not
in excess of $90,000,000, plus or minus post-closing adjustments in accordance
with the Agreement and Plan of Merger dated as of May 23, 2001 among Pulse
Engineering, Inc., Pulse Acquisition Corporation, Excelsus Technologies, Inc.
and certain individuals and an entity named as Principals thereunder, and
excluding consolidated liabilities of Excelsus Technologies, Inc. and items
described in subsection (vii) of the definition of "Consideration."

         "Existing Credit Agreement" means that certain Credit Agreement dated
as of November 13, 1998, as amended, by and among the Parent, certain
Subsidiaries, First Union National Bank, as Agent, the Bank as a lender, and
other banks party thereto from time to time.

         "Existing Letters of Credit" means the letters of credit described on
Schedule 1.3.

         "Facility or Facilities" means any of the US Facility and or the
Offshore Facility, as the context may require.

         "Facility Fee" means that fee set forth in Sections 2.09.

        "Facility Guaranty" means each Guaranty Agreement between one or more
Guarantors and the Agent (whether now existing or hereafter delivered in
accordance with Section 8.09 hereof) for the benefit of the Agent and the
Lenders, substantially in the form of Exhibit E attached hereto and incorporated
herein by reference, delivered as of the Closing Date and otherwise pursuant to
Section 8.09, as the same may be amended, modified or supplemented.

         "Facility Participation Amount" means, with respect to a Lender, that
amount of Participations of such Lender as defined in Section 4.01(b)(v).

                                       10
<PAGE>

         "Facility Participation Payment Date" shall have the meaning therefor
set forth in Section 10.07.

         "Facility Repayment Date" means such date as all of the following shall
have occurred: (a) the Borrowers shall have permanently terminated the Facility
by payment in full of all Outstandings together with all accrued and unpaid
interest thereon, (b) all Commitments shall have terminated or expired and (c)
the Borrowers shall have fully, finally and irrevocably paid and satisfied in
full all Obligations (other than Obligations consisting of continuing
indemnities and other contingent Obligations of the Borrowers or the Guarantors
that may be owing to the Lenders pursuant to the Loan Documents and expressly
survive termination of this Agreement).

         "Facility Termination Date" means the earliest to occur of (i) the
Stated Maturity Date, or (ii) the date of termination of the Lenders'
obligations pursuant to Section 10.01 upon the occurrence of an Event of
Default, or (iii) such date as the Borrowers may voluntarily permanently
terminate all the Facilities by termination of all Commitments and payment in
full of all Obligations in accordance with subsection (c) of the definition of
Facility Repayment Date.

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

         "Fiscal Year" means the 12-month period of the Parent commencing on the
day after the last Friday of December each year and ending on the last Friday of
December of the next calendar year.

         "Fixed Rate Loan" means any or all, as the context may require, of
Eurodollar Rate Loans and Offshore Rate Loans.

         "Foreign Benefit Law" means any applicable statute, law, ordinance,
code, rule, regulation, order or decree of any foreign nation or any province,
state, territory, protectorate or other political subdivision thereof
regulating, relating to, or imposing liability or standards of conduct
concerning any pension, retirement, health care, death, disability or other
employee benefit plan.

         "Foreign Subsidiary" means any Subsidiary which is not a Domestic
Subsidiary.

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


                                       11
<PAGE>

         "Funding Office" means (a) with respect to Offshore Letters of Credit,
each branch or affiliate of the Issuing Bank issuing an Offshore Letter of
Credit and (b) with respect to Offshore Facility Loans, each branch of an
Offshore Facility Lender, or its affiliates, providing Offshore Facility Loans
in an Applicable Country, each of which are identified on Schedule 1.1 hereto,
as updated pursuant to any Offshore Facility Lender Agreement.

         "Further Taxes" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(excluding income taxes and franchise taxes), and all liabilities with respect
thereto, imposed by any jurisdiction on account of amounts payable or paid
pursuant to Section 5.06.

         "GAAP" means those generally accepted principles of accounting set
forth in pronouncements of the Financial Accounting Standards Board, the
Accounting Principles Board or the American Institute of Certified Public
Accountants or which have other substantial authoritative support and are
applicable in the circumstances as of the date of a report, as such principles
are from time to time supplemented and amended, subject to compliance at all
times with Section 1.02 hereof.

         "Governmental Authority" means any federal, state, municipal, national
or other governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign
entity or government.

        "Guarantors" means, collectively, (i) each Material Domestic Subsidiary
existing on the Closing Date and (iii) any other Person who shall become a
Material Domestic Subsidiary after the Closing Date and shall execute and
deliver to the Agent a Facility Guaranty as provided in Section 8.09 hereof;

         "Hazardous Material" means and includes any hazardous, toxic or
dangerous waste, substance or material, the generation, handling, storage,
disposal, treatment or emission of which is subject to any Environmental Law in
effect on any date.

         "Indebtedness for Money Borrowed" means, for any Person, (i) all
indebtedness, obligations and liabilities of such Person for money borrowed
which are evidenced by bonds, debentures, notes or other similar instruments and
(ii) all Capital Leases which have been capitalized in accordance with GAAP ;
provided, however, the term "Indebtedness for Money Borrowed" shall specifically
exclude payroll indebtedness and trade indebtedness incurred in the ordinary
course of business (including trade indebtedness through financial
intermediaries) provided such trade indebtedness has a maturity of less than one
year.

         "Interest Expense" for any period means any interest expense accrued
for such period with respect to the Total Funded Debt as determined in
accordance with GAAP .


                                       12
<PAGE>

         "Interest Period" for each Fixed Rate Loan means a period commencing on
the date such Fixed Rate Loan is made, Continued or Converted and each
subsequent period commencing on the last day of the immediately preceding
Interest Period for such Fixed Rate Loan and ending, at the Applicable
Borrower's option, for any Fixed Rate Loan, on the date one, two, three or six
months thereafter on the corresponding day of the month as notified to the Agent
in compliance with the provisions of such Facility as set forth in Articles II
and IV, respectively, by an Authorized Representative of such Borrower prior to
the beginning of such Interest Period; provided, that,

                  (i) if the Authorized Representative of such Borrower fails to
         notify the Agent of the length of an Interest Period in compliance with
         the provisions of such Facility as set forth in Article II and Article
         IV, respectively, the Fixed Rate Loan for which such Interest Period
         was to be determined shall be deemed to be (A) in the case of a US
         Facility Loan, a US Facility Base Rate Loan or (B) in the case of a
         Offshore Facility Loan, an Offshore Facility Loan with an Interest
         Period of one month, in each case as of the first day thereof;

                  (ii) if an Interest Period would end on a day which is not a
         Business Day, such Interest Period shall be extended to the next
         Business Day (unless such extension would cause the applicable Interest
         Period to end in the succeeding calendar month, in which case such
         Interest Period shall end on the next preceding Business Day);

                  (iii) there shall not be more than (A) fifteen (15) Interest
         Periods in effect on any day in respect of US Facility Loans and (B)
         fifteen (15) Interest Periods in effect on any day in respect of
         Offshore Facility Loans;

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

                  (v)  no Interest Period shall extend past the Facility
         Termination Date.

         "Investment Grade Rating" means a rating of BBB or higher from S&P and
a rating of Baa2 or higher from Moody's.

         "Issuing Bank" means Bank of America as issuer of Letters of Credit
under Article III and any successor thereto.

         "Joinder Agreement" has the meaning given to such term in Section 12.16
hereof.

         "Lenders" shall have the meaning therefor set forth in the introduction
hereto.

         "Letter of Credit" means (a) a standby or commercial letter of credit
issued by the Issuing Bank pursuant to Article III hereof for the account of any


                                       13
<PAGE>

Applicant in favor of a Person advancing credit or securing an obligation on
behalf of such Applicant and (b) an Existing Letter of Credit.

         "Letter of Credit Commitment" means, with respect to each Lender, the
obligation of such Lender to acquire Participations in respect of Letters of
Credit and Reimbursement Obligations up to an aggregate amount at any one time
outstanding equal to such Lender's Applicable Commitment Percentage of the Total
Letter of Credit Commitment as the same may be increased or decreased from time
to time pursuant to this Agreement.

         "Letter of Credit Currency" means each Applicable Currency and any
other freely available currency notified to the Agent and Issuing Bank upon not
less than ten (10) Business Days' prior written notice that in the opinion of
the Required Lenders, in their reasonable discretion, is at such time freely
traded in the offshore interbank foreign exchange markets and is freely
transferable and convertible into US Dollars in the United States currency
market.

         "Letter of Credit Facility" means the facility described in Article III
hereof providing for the issuance by the Issuing Bank for the account of the
Applicants of Letters of Credit in an aggregate stated amount at any time
outstanding not exceeding the Total Letter of Credit Commitment minus
outstanding Reimbursement Obligations arising from Letters of Credit.

         "Letter of Credit Outstandings" means, as of any date of determination,
the aggregate US Dollar Equivalent Amount available to be drawn under all
Offshore Letters of Credit, plus the aggregate amount available to be drawn
under all US Letters of Credit, plus the amount of all Reimbursement Obligations
then outstanding.

         "LIBOR" means, for any date of determination with respect to any
Interest Period for an Offshore Rate Loan made under the Offshore Facility, (i)
the rate per annum equal to the rate determined by the Agent to be the offered
rate which appears on the page of the Telerate Screen which displays an average
British Bankers Association Interest Settlement Rate (such page currently being
page number 3740 or 3750) for deposits (for delivery on the first day of such
period) with a term equivalent to such period in the Applicable Currency,
determined as of approximately 11:00 A.M. (London, England time) on such date of
determination, or (ii) in the event the rate referenced in the preceding clause
(i) does not appear on such page or service or if such page or service shall
cease to be available, the rate per annum equal to the rate determined by the
Agent to be the offered rate on such other page or other service which displays
an average British Bankers Association Interest Settlement Rate for deposits
(for delivery on the first day of such period) with a term equivalent to such
period in the Applicable Currency, determined as of approximately 11:00 A.M.
(London, England time) on such date of determination, or (iii) in the event the
rates referenced in the preceding clauses (i) and (ii) are not available, the
rate per annum equal to the offered quotation rate to first class banks in the
London interbank market by Bank of America, N.A. for deposits (for delivery on
the first day of the relevant period) in the Applicable Currency of amounts in
Same Day Funds comparable to the principal amount of the Offshore Facility Loan
of the Agent for which LIBOR is then being determined with maturities comparable
to such period as of approximately 11:00 A.M. (London, England time) on such
date of determination.

                                       14
<PAGE>

         "Lien" means any interest in property securing any obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the lien or security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease,
consignment or bailment for security purposes.

         "Loan" or "Loans" means any of the Fixed Rate Loans or US Facility Base
Rate Loans, as the context may require.

         "Loan Documents" means this Agreement, the Notes, the Guaranty and all
other instruments and documents heretofore or hereafter executed or delivered to
and in favor of any Lenders or the Agent or the Issuing Bank in connection with
the Loans made, and Letters of Credit issued, under this Agreement, as the same
may be amended, modified or supplemented from time to time.

         "Loan Party" means each Borrower and each Guarantor.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, operations, or condition (financial or otherwise) of the Parent and
its Subsidiaries taken as a whole or (ii) the ability of the Parent or the Loan
Parties taken as a whole to perform their obligations and pay all amounts due
hereunder or (iii) the ability of the Agent or any Lender to enforce their
rights under the Loan Documents taken as a whole or to collect any of the
Obligations then due and payable.

        "Material Domestic Subsidiary" means each Material Subsidiary which is a
Domestic Subsidiary; provided, however, that any Material Domestic Subsidiary
hereunder shall cease to be a Material Domestic Subsidiary and shall be released
from its obligation to provide a Facility Guaranty if it or substantially all of
its assets are sold or conveyed in a transaction otherwise permitted under this
Agreement and the approval of the Required Lenders is obtained.

        "Material Subsidiary" means any Domestic Subsidiary of the Parent which
has Net Worth (calculated as of the most recent fiscal period with respect to
which the Agent shall have received financial statements required to be
delivered pursuant to Sections 8.08(a) or (b)) equal to or greater than
$5,000,000, exclusive of the value of any Subsidiaries owned by such Subsidiary,
and any Foreign Subsidiary of the Parent which has Net Worth (calculated as
above) equal to or greater than the US Dollar Equivalent Amount of $5,000,000,
exclusive of the value of any Subsidiaries owned by such Subsidiary.

         "Moody's" means Moody's Investors Services, Inc.

         "Multiemployer Plan" means an employee pension benefit plan covered by
Title IV of ERISA and in respect of which the Parent or any ERISA Affiliate is
an "employer" as described in Section 4001(b) of ERISA, which is also a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

                                       15
<PAGE>

         "Net Worth" means, with respect to the Parent or any Subsidiary as of
any date on which the amount thereof is to be determined, shareholders' equity
of the Parent or such Subsidiary determined in accordance with GAAP.

         "Notes" means, collectively, any promissory notes that may be issued by
an Applicable Borrower and delivered to an Applicable Lender in a Facility at
the request of such Lender.

         "Obligations" means the obligations, liabilities and indebtedness of
the Borrowers with respect to (i) the principal and interest on the Loans as
evidenced by the Notes or on the records of the Agent, (ii) the Reimbursement
Obligations and (iii) the payment and performance of all other fees,
indemnities, expenses, obligations, liabilities and debt of the Borrowers to the
Lenders or the Agent or the Issuing Bank, under this Agreement, under any one or
more of the other Loan Documents or with respect to the Loans.

         "Offshore Currency" means (a) with respect to any Offshore Facility
Loan, any Applicable Currency other than US Dollars and (b) with respect to any
Offshore Letter of Credit, any Letter of Credit Currency other than US Dollars.

         "Offshore Facility" means the facilities described in Article IV hereof
providing for Loans to the Offshore Facility Borrowers by the Offshore Facility
Lenders in the aggregate principal amount of the Offshore Facility Commitment.

         "Offshore Facility Advance" means a borrowing under the Offshore
Facility consisting of the aggregate principal amount of an Offshore Rate Loan.

         "Offshore Facility Alternative Rate" means such rate of interest per
annum determined by the Applicable Offshore Facility Lender and the applicable
Offshore Facility Borrower in an Applicable Country as an alternative basis for
determining the rates of interest from time to time (i) applicable to Loans
under the Offshore Facility in the Applicable Country and/or (ii) upon which
Loans may be maintained under the Offshore Facility, in each case pursuant to
Section 5.02 or Section 5.04, which rate of interest shall be determined within
thirty (30) days of notification to the Offshore Facility Borrowers in
accordance with the provisions of Section 5.02 or Section 5.04, as applicable.
If no such alternative basis is agreed upon by the Applicable Offshore Facility
Lender and the Offshore Facility Borrowers, the Agent shall certify a reasonable
alternative basis for maintaining Loans under the Offshore Facility that
reflects the Applicable Offshore Facility Lender's cost of funds (a "substitute
basis"), which substitute basis may (without limitation) include alternative
Interest Periods, alternative currencies or alternative rates of interest but
shall include the cost of funds including the Offshore Facility Mandatory Cost,
if any, to the Applicable Offshore Facility Lender and the Applicable Margin.

         "Offshore Facility Alternative Rate Loan" means a Offshore Facility
Loan for which the rate of interest is determined by reference to the Offshore
Facility Alternative Rate, solely for purposes of Article V.

         "Offshore Facility Borrowers" shall have the meaning therefor set forth
in the first paragraph of this Agreement.

                                       16
<PAGE>

         "Offshore Facility Commitment" means the Offshore Facility Lenders'
commitment to provide Offshore Facility Loans in an aggregate amount equal to
the U.S. Dollar Equivalent Amount of $100,000,000.

         "Offshore Facility Lenders" means Bank of America, and each other
Lender from time to time approved by the Parent and the Agent and delivering to
the Agent a complete and fully executed Offshore Facility Lender Agreement, all
as providers of Offshore Facility Loans.

         "Offshore Facility Lender Agreement" means an Offshore Facility Lender
Agreement in the form of Exhibit H hereto.

         "Offshore Facility Loan" means any borrowing pursuant to a Offshore
Facility Advance under the Offshore Facility in accordance with the terms of
Section 4.01.

         "Offshore Facility Mandatory Cost" means a rate per annum determined by
the Applicable Offshore Facility Lender calculated in accordance with the
following formula:

                                                        BY + S(Y-Z) + (F x 0.01)
                                                        ------------------------
         Offshore Facility Mandatory Cost per annum  =            100 - (B+S)

         where on the day of application of the formula:

         B = The percentage of the Applicable Offshore Facility Lender's
Eligible Liabilities (in excess of any stated minimum) by reference to which the
Bank of England and/or the Financial Services Authority requires the Applicable
Offshore Facility Lender to hold on a non-interest bearing deposit account in
accordance with its cash ratio requirements;

         Y = The percentage rate per annum at which sterling deposits are
offered by the Applicable Offshore Facility Lender to leading banks in the
London interbank market at or about 11:00 A.M. (London, England time) on that
day for the relevant period;

         F = The rate of charge payable by the Applicable Offshore Facility
Lender to the Financial Services Authority under paragraph 2.02 or 2.03 (as
appropriate) of the Fees Regulations (but where for this purpose the figure at
paragraph 2.02b or 2.03b shall be deemed to be zero) and expressed in British
Pounds Sterling per (pound)1,000,000 of the Fee Base of Applicable Offshore
Facility Lender;

         S = The percentage of the Applicable Offshore Facility Lender's
Eligible Liabilities which the Bank of England (or other relevant United Kingdom
governmental authority or agency) requires the Applicable Offshore Facility
Lender to place as a Special Deposit; and

         Z = The interest rate per annum payable by the Bank of England to the
UK Reference Bank on Special Deposits.


                                       17
<PAGE>
                  (a)      For the purposes of this definition:

                           (i) "Eligible Liabilities" and "Special Deposits"
                  shall have the meanings given to them at the time of
                  application of the above formula under or pursuant to the Bank
                  of England Act 1998 or by the Bank of England (as
                  appropriate);

                           (ii)     "Fee Base" has the meaning given to it in
                  the Fees Regulations;

                           (iii)    "Fees  Regulations" means any regulations
                  governing the payment of fees for banking supervision;

         (b) In the application of the above formula, B, Y, S, and Z are
included in the formula as figures and not as percentages, e.g. if B = 0.5% and
Y = 15%, BY is calculated as 0.5 x 15 and not as 0.5% x 15%. A negative result
obtained from subtracting Z from Y is to be treated as zero.

         (c)      (i)      The above formula is applied on the first day of each
relevant period comprised in the relevant Interest Period.

                  (ii) Each rate calculated in accordance with the above formula
         is, if necessary, rounded upward to four decimal places.

         (d) The Applicable Offshore Facility Lender may, from time to time,
after consultation with the Parent and the Lenders, determine and notify the
Parent and the Lenders any amendments or variations which are required to be
made to the formula set out above in order to comply with any requirements from
time to time imposed by any applicable regulatory authority in relation to
Offshore Facility Advances denominated in British Pounds Sterling (including,
without limitation, any requirements relating to British Pounds Sterling primary
liquidity) and any such determination shall, in the absence of manifest error,
be conclusive and binding on all the Borrowers, the Lenders, the Agent and the
Parent.

         "Offshore Facility Outstandings" means, at any date of determination,
the aggregate US Dollar Equivalent amount of (i) the principal amount of all
Offshore Facility Loans outstanding plus (ii) the undrawn face amount of all
Offshore Facility Letters of Credit and (iii) all Reimbursement Obligations
resulting from Offshore Letters of Credit.

         "Offshore Letter of Credit" means a Letter of Credit, which shall
always be a standby letter of credit, denominated in an Offshore Currency.

         "Offshore Rate" means, for the Interest Period for any Offshore Rate
Loan, the rate of interest per annum determined pursuant to the following
formula:

         Offshore Rate  =  Applicable Reference Rate  +  Applicable Margin

                                       18
<PAGE>

         "Offshore Rate Loan" means an Offshore Facility Loan for which the rate
of interest is determined by reference to the Offshore Rate.

         "Operating Documents" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the bylaws, operating agreement, partnership agreement, limited partnership
agreement or other applicable documents relating to the operation, governance or
management of such entity.

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

         "Organizational Documents" means with respect to any corporation,
limited liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the articles of incorporation, certificate of incorporation, articles of
organization, certificate of limited partnership or other applicable
organizational or charter documents relating to the creation of such entity.

         "Other Taxes" means any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

         "Parent" has the meaning given to such term in the first paragraph of
this Agreement.

         "Participating Member State" means each country which from time to time
becomes a Participating Member State as described in EMU Legislation.

         "Participation" means (a) with respect to the Letter of Credit
Facility, the extension of credit represented by the participation of each
Lender (other than the Issuing Bank) in the liability of the Issuing Bank in
respect of each Letter of Credit issued by, and each Reimbursement Obligation
owing to, the Issuing Bank, and (b) with respect to the Offshore Facility, the
extension of credit represented by the participation of each Lender (other than
the Applicable Offshore Facility Lender) in the liability of the Applicable
Offshore Facility Lender in respect of Offshore Loans made by, and each
Reimbursement Obligation owing to, the Applicable Offshore Facility Lender, and
in any case in accordance with the terms of Sections 2.01(b)(vi), 3.02(c), and
10.07, as applicable, and "Participate" and "Participant" shall have correlative
meanings.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
thereto.

         "Pension Plan" means any employee pension benefit plan within the
meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is


                                       19
<PAGE>

subject to the provisions of Title IV of ERISA or Section 412 of the Code and
which (i) is maintained for employees of the Parent or any of its ERISA
Affiliates or is assumed by the Parent or any of its ERISA Affiliates in
connection with any acquisition or (ii) has at any time been maintained for the
employees of the Parent or any current or former ERISA Affiliate.

         "Permitted Acquisition" means the Excelsus Acquisition and any other
Acquisition in connection with which each of the following is true: (a) the
Person to be (or whose assets are to be) acquired does not oppose such
Acquisition and the line or lines of business of the Person to be acquired are,
in the reasonable judgment of the Parent, substantially similar to, or ancillary
or complementary to, one or more line or lines of business conducted by the
Parent or any of its Subsidiaries, (b) no Default or Event of Default is in
existence at the time of the consummation of such Acquisition or would exist
after giving effect thereto, and the Parent shall deliver to the Agent a
certificate signed by its chief executive officer, its chief financial officer
or its treasurer stating that such condition precedent has been fulfilled; (c)
the Parent shall deliver to the Agent such updated Schedules to this Agreement
as may be required to make such schedules accurate in light of such Acquisition,
(d) the Person acquired shall be or become a Consolidated Subsidiary, or be
merged into the Parent or Consolidated Subsidiary, immediately upon consummation
of the Acquisition (or if assets are being acquired, the acquiror shall be the
Parent or a Consolidated Subsidiary), (e) after giving effect to such
Acquisition, other than Acquisitions approved under subsection (g) hereof, the
aggregate Consideration paid in connection with all Acquisitions during the
trailing twelve month period prior to the date of such Acquisition shall not
exceed $120,000,000, (f) if the Consideration to be paid in such Acquisition is
in excess of $20,000,000, the Parent shall deliver to the Agent a certificate
signed by its chief executive officer, its chief financial officer, or its
treasurer, which contain projections of the Person being acquired and the
Parent, as though such Acquisition had occurred, certifying as to such officer's
good faith belief that the financial covenants contained in Section 9.15 hereof
will continue to be met for the first four (4) full fiscal quarters following
the consummation of such Acquisition, to which shall be attached computations as
to such financial covenants, and (g) if the Consideration to be paid in such
Acquisition is in excess of $50,000,000, the Required Lenders shall have
consented in writing to the consummation of such Acquisition.

         "Person" means an individual, limited liability company, partnership,
corporation, trust, unincorporated organization, association, joint venture or
other entity or a government or agency or political subdivision thereof.


                                       20
<PAGE>

         "Pricing Grid" means:

                                   Applicable Margin     Applicable Margin
                                         for            for Fixed Rate Loans
     Tier   Debt Ratio              Facility Fee       and Letter of Credit Fees
     ----   ----------              ------------       -------------------------

     I      Less than or equal         .275%                     .850%
            to 1.00 to 1.00

     II     Less than or equal         .300%                     .950%
            to 1.50 to 1.00 but
            greater than 1.00 to
            1.00

     III    Less than or equal         .350%                    1.025%
            to 2.00 to 1.00 but
            greater than 1.50 to
            1.00

     IV     Less than or equal         .375%                    1.250%
            to 2.50 to 1.00 but
            greater than 2.00 to
            1.00

     V      Greater than 2.50 to       .450%                    1.425%
            1.00

                 The Applicable Margin and the Facility Fee shall be established
         based upon the Debt Ratio at the end of each fiscal quarter of the
         Borrower (each, a "Determination Date"). Any change in the Applicable
         Margin or the Facility Fee following each Determination Date shall be
         determined based upon the computations set forth in the certificate
         furnished to the Agent pursuant to Section 8.08(d), subject to review
         and approval of such computations by the Agent, and shall be effective
         commencing on the fifth Business Day following the date such
         certificate is received until the fifth Business Day following the date
         on which a new certificate is delivered or is required to be delivered,
         whichever shall first occur. From the Closing Date to the fifth
         Business Day following the date the certificate referred to in the
         preceding sentence for the fiscal period ended as at the first
         Determination Date is delivered or is required to be delivered
         (whichever shall first occur), the Applicable Margin and the Facility
         Fee shall be Tier I. Notwithstanding the provisions of the two
         preceding sentences, if the Borrower shall fail to deliver any such
         certificate within the time period required by Section 8.08(d), then
         the Applicable Margin and Facility Fee shall remain at the Tier
         indicated by the most recently delivered certificate until such new
         certificate is delivered and if the Applicable Margin and the Facility
         Fee would have been set at a higher Tier during the period of
         non-delivery of the certificate, the Parent shall pay to the Agent all
         amounts which have accrued hereunder had such certificate been
         delivered on time.

                                       21
<PAGE>

         "Principal Office" means the principal office of the Agent located at
101 North Tryon Street, 15th Floor, NC1-001-15-14, Charlotte, NC 28255 or such
other office and address within the United States as the Agent may from time to
time designate.

         "Prohibited Transaction" means a transaction in connection with which
the Parent or any of its ERISA Affiliates could be subject to a material civil
penalty imposed pursuant to Section 502(I) of ERISA or a material tax penalty
imposed pursuant to Section 4975 of the Code.

         "Register" shall have the meaning therefor set forth in Section
12.01(b).

         "Regulation D" means Regulation D of the Board as the same may be
amended or supplemented from time to time.

         "Regulatory Change" means any change effective after the Closing Date
in United States federal or state laws or regulations (including Regulation D
and capital adequacy regulations), English laws or regulations, or other foreign
laws or regulations or the adoption or making after such date of any
interpretations, directives or requests applying to a class of banks, which
includes any of the Lenders, under any United States federal or state, English,
or other foreign laws or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof or compliance by any Lender with any request or
directive regarding capital adequacy, whether or not having the force of law,
whether or not failure to comply therewith would be unlawful and whether or not
published or proposed prior to the Closing Date.

         "Reimbursement Obligation" means at any time, as applicable, the
obligation of the Borrowers with respect to any Letter of Credit to reimburse
the Issuing Bank and the Lenders to the extent of their respective
Participations (including by the receipt by the Issuing Bank of proceeds of
Loans pursuant to Section 2.01(b)(vi)) for amounts theretofore paid by the
Issuing Bank pursuant to a drawing under such Letter of Credit.

         "Reportable Event" means a reportable event described in Section 4043
of ERISA and the regulations thereunder for which the notice requirement has not
been waived by applicable regulation.

         "Required Lenders" means, as of any date, (i) at all times other than
following the occurrence and during the continuation of an Event of Default,
Lenders on such date, having Commitments under the Facilities aggregating more
than 50% of the Total Commitment on such date, and (ii) at all times following
the occurrence and during the continuation of an Event of Default, Lenders on
such date, without distinction or preference as between any of the Facilities,
having Credit Exposures aggregating more than 50% of the Aggregate Credit
Exposure on such date.

         "Restricted Lender" shall have the meaning therefor set forth in
Section 5.07.

                                       22
<PAGE>

         "Same Day Funds" means (i) with respect to disbursements and payments
in US Dollars, immediately available funds, and (ii) with respect to
disbursements and payments in an Offshore Currency, same day or other funds as
may be determined by the Agent to be customary in the Applicable Country for the
settlement of international banking transactions in such Offshore Currency.

         "S&P" means Standard & Poor's Rating Group, a division of McGraw-Hill
Companies, Inc.

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

                  (i)   the fair value of its assets (both at fair valuation and
         at present fair saleable value on an orderly basis) is in excess of the
         total amount of its liabilities, including, without limitation,
         contingent obligations; and

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

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

         "Spot Rate of Exchange" means in determining the US Dollar Equivalent
Amount of a specified amount of any Applicable Currency or Letter of Credit
Currency as of any date, the spot rate of exchange determined by the Agent in
accordance with its usual procedures for the purchase by the Agent of US Dollars
with such Applicable Currency or Letter of Credit Currency at approximately
11:00 A.M. (Charlotte, North Carolina time) with respect to any Letter of Credit
Currency, and 11:00 A.M. (London, England time) with respect to any Applicable
Currency, on the Business Day that is two (2) Business Days prior to such date.

         "Stated Maturity Date" means the third anniversary of the Closing Date.

         "Subsidiary" means any Person in which more than 50% of its outstanding
voting stock or rights or more than 50% of all voting equity interest is owned
directly or indirectly by the Parent.

         "Substitute Base Rate Loans" shall have the meaning therefor set forth
in Section 5.04.

         "Taxes" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, respectively, franchise taxes and other taxes imposed on or measured by
its income by the jurisdiction (or any political subdivision thereof) under the
laws which such Lender or the Agent, as the case may be, is organized or
maintains an office.

         "Tech Singapore" means Technitrol Singapore Holdings Pte. Ltd.

                                       23
<PAGE>

         "Termination Event" means: (i) a Reportable Event; or (ii) the
withdrawal of the Parent or any ERISA Affiliate from a Pension Plan during a
plan year in which it was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA which
could result in any liability of the Parent or any ERSIA Affiliate to the PBGC;
or (iii) the termination of a Pension Plan, the filing of a notice of intent to
terminate a Pension Plan or the treatment of a Pension Plan amendment as a
termination under Section 4041 of ERISA; or (iv) the institution of proceedings
to terminate a Pension Plan by the PBGC; or (v) any other event or condition
which would constitute grounds under Section 4042(a) of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan;
or (vi) the partial or complete withdrawal of the Parent or any ERISA Affiliate
from a Multiemployer Plan; or (vii) the imposition of a Lien pursuant to Section
412 of the Code or Section 302 of ERISA which would result in the imposition of
liability under Section 4021 of ERISA; or (viii) any event or condition which
results in the reorganization or insolvency of a Multiemployer Plan under
Section 4241 or Section 4245 of ERISA, respectively; or (ix) any event or
condition which results in the termination of a Multiemployer Plan under Section
4041A of ERISA or the institution by the PBGC of proceedings to terminate a
Multiemployer Plan under Section 4042 of ERISA; or (x) any event or condition
with respect to any Employee Benefit Plan which is regulated by any Foreign
Benefit Law that results in such Employee Benefit Plan's termination or the
revocation of the Employee Benefit Plan's authority to operate under the
applicable Foreign Benefit Law.

         "Total Commitment" means an amount equal to US $225,000,000 inclusive
of the Letter of Credit Commitment and the Offshore Facility Commitment, as
reduced from time to time in accordance with Section 2.07.

         "Total Funded Debt" means all current outstandings under demand and
overdraft facilities, plus the current portion of long term debt and Capital
Leases plus all Debt that has a final maturity more than one year after the date
of issuance thereof (or which is convertible, renewable or extendable into an
obligation with such final maturity) including all final and serial maturities,
prepayments and sinking fund payments required to be made within one year of the
date of calculation (notwithstanding the fact that any portion thereof may also
be included in current liabilities under GAAP) calculated in accordance with
GAAP.

         "Total Letter of Credit Commitment" means the US Dollar Equivalent
Amount of US $10,000,000.

         "Total Liabilities" means all obligations and indebtedness required by
GAAP,, to be included on a balance sheet as liabilities.

         "Total Outstandings" means, collectively, the US Facility Outstandings
and the Offshore Facility Outstandings, and individually any of the foregoing as
the context may require.

         "Type" means any type of Loan (i.e., a US Facility Base Rate Loan,
Eurodollar Rate Loan, Offshore Rate Loan) or any type of Letter of Credit issued
hereunder.

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

                                       24
<PAGE>

         "US Dollar Equivalent Amount" means, (a) the amount denominated in US
Dollars and (b) with respect to a specified amount of any Applicable Currency or
Letter of Credit Currency other than US Dollars, the amount of US Dollars into
which such amount of such other Applicable Currency or Letter of Credit Currency
would be converted, based on the applicable Spot Rate of Exchange.

         "US Dollars" or "US $" means dollars constituting legal tender for the
payment of public and private debts in the United States of America.

         "US Facility" means the facility described in Article II hereof
providing for Loans to the US Facility Borrowers by the Lenders and for the
issuance of US Letters of Credit on behalf of the US Facility Borrowers by the
Issuing Bank.

         "US Facility Advance" means a borrowing under the US Facility
consisting of the aggregate principal amount of a US Facility Base Rate Loan or
Eurodollar Rate Loan, as the case may be.

         "US Facility Base Rate" means, for any day, the rate per annum equal to
the higher of (i) the Federal Funds Effective Rate for such day plus one-half of
one percent (.5%) and (ii) the US Prime Rate for such day. Any change in the US
Facility Base Rate resulting from a change in the US Prime Rate or the Federal
Funds Effective Rate shall become effective on the effective date of such change
in the US Prime Rate or the Federal Funds Effective Rate.

         "US Facility Base Rate Loan" means a US Facility Loan for which the
rate of interest is determined by reference to the US Facility Base Rate and
includes without limitation all US Facility Base Rate Refunding Loans.

         "US Facility Base Rate Refunding Loan" means a US Facility Base Rate
Loan made pursuant to Section 2.01(b)(vi) hereof to satisfy Reimbursement
Obligations arising from a drawing under a US Letter of Credit.

         "US Facility Borrowers" shall have the meaning therefor set forth in
the first paragraph of this Agreement.

         "US Facility Lenders" shall have the meaning therefor set forth in the
first paragraph of this Agreement.

         "US Facility Loans" means any borrowing pursuant to a US Facility
Advance under the US Facility in accordance with the terms of Section 2.01
hereof.

         "US Facility Outstandings" means, at any date of determination, the
aggregate amount of all US Facility Loans plus all outstanding US Letters of
Credit plus all Reimbursement Obligations resulting from US Letters of Credit.

         "US Letter of Credit" means a Letter of Credit denominated in US
Dollars.


                                       25
<PAGE>

         "US Prime Rate" means the per annum rate of interest established from
time to time by the Agent as its prime rate, which rate may not be lowest rate
charged by the Agent to its customers.

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

         1.02     Rules of Interpretation.

         (a) Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Parent notifies the Agent that
the Parent requests an amendment to Section 9.15 or any defined term used
therein to eliminate the effect of any change (a "Change in GAAP") occurring
after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Agent notifies the Parent within sixty (60) days of
the effective date of any Change in GAAP that the Required Lenders request an
amendment to Section 9.15 or any defined term used therein for such purpose),
then the Parent and the Agent shall negotiate in good faith to agree to amend
such Section and defined terms to eliminate the effect of such Change in GAAP,
provided further, however, that until such amendment is agreed to, or if no such
agreement is reached, such Section and defined terms shall be interpreted on the
basis of GAAP as in effect and applied immediately before such Change in GAAP.


         (b) The headings, subheadings and table of contents used herein or in
any other Loan Document are solely for convenience of reference and shall not
constitute a part of any such document or affect the meaning, construction or
effect of any provision thereof.

         (c) Except as otherwise expressly provided, references herein to
articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
schedules are references to articles, sections, paragraphs, clauses, annexes,
appendices, exhibits and schedules in or to this Agreement.

         (d) All definitions set forth herein or in any other Loan Document
shall apply to the singular as well as the plural form of such defined term, and
all references to the masculine gender shall include reference to the feminine
or neuter gender, and vice versa, as the context may require.

         (e) When used herein or in any other Loan Document, words such as
"hereunder", "hereto", "hereof" and "herein" and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of the applicable document and not to any particular article, section,
subsection, paragraph or clause thereof.

                                       26
<PAGE>

         (f) References to "including" means including without limiting the
generality of any description preceding such term.

         (g) Any reference to an officer of any Borrower or any other Person by
reference to the title of such officer shall be deemed to refer to each other
officer of such Person, however titled, exercising the same or substantially
similar functions.

         (h) All references to any agreement or document as amended, modified or
supplemented, or words of similar effect, shall mean such document or agreement,
as the case may be, as amended, modified or supplemented from time to time only
as and to the extent permitted therein and in the Loan Documents.

         (i) "Wholly owned" with reference to a Subsidiary without regard to
director's qualifying shares and other shares in de minimus amounts required to
be held by other Persons under applicable law.





                                       27


<PAGE>


                                   ARTICLE II

                                 The US Facility

         2.01     Advances.

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each Lender severally agrees to make US Facility Advances in US Dollars to any
US Facility Borrower from time to time from the Closing Date until the Facility
Termination Date, on a pro rata basis as to the total borrowing requested by
such US Facility Borrower on any day determined by such Lender's Applicable
Commitment Percentage, up to but not exceeding the Commitment of such Lender;
provided, however, that the Lenders will not be required and shall have no
obligation to make any US Facility Advance (i) so long as a Default or an Event
of Default has occurred and is continuing or (ii) if the Lenders have
accelerated the maturity of the Obligations as a result of an Event of Default;
provided further, however, that immediately after giving effect to each such US
Facility Advance, the Total Outstandings shall not exceed the Total Commitment.
Within such limits, the US Facility Borrowers may borrow, repay and reborrow US
Facility Loans hereunder, on a Business Day, from the Closing Date until, but
(as to borrowings and reborrowings) not including, the Facility Termination
Date; provided, however, that (A) no Eurodollar Rate Loan shall be made which
has an Interest Period that extends beyond the Stated Termination Date and (B)
each Eurodollar Rate Loan may be repaid only on the last day of the Interest
Period with respect thereto, unless such prepayment is accompanied by the
additional payment, if any, due under Section 5.05. The US Facility Borrowers
agree that if at any time the US Facility Outstandings shall exceed the Total
Commitment, the US Facility Borrowers shall immediately repay a principal amount
of the outstanding US Facility Loans or Offshore Facility Loans such that, as a
result of such reduction, the Total Commitment shall equal or exceed the Total
Outstandings.

         (b)      Amounts, Advances and Rate Selection.

                  (i) The principal amount outstanding on any US Facility Loan
         shall be recorded in the Agent's records in US Dollars, based on the
         amount of any US Facility Advance as reduced from time to time by the
         amount of any principal payments with respect to such US Facility Loan.
         In the event a US Facility Loan is Continued or Converted pursuant to
         Section 2.08, such election shall be treated as a US Facility Advance
         for purposes of this Section 2.01. There shall be no more than fifteen
         (15) Eurodollar Rate Loans outstanding at any one time under the US
         Facility.

                  (ii) Other than US Facility Base Rate Refunding Loans, each US
         Facility Loan and each Continuation and Conversion under Section 2.08
         shall be (A) in the case of Eurodollar Rate Loans, in an amount not
         less than US $1,000,000 and if greater in integral multiples of US
         $500,000, and (B) in the case of US Facility Base Rate Loans in an
         amount not less than US $1,000,000, and, if greater, an integral
         multiple of US $500,000.


                                       28
<PAGE>

                  (iii) For each US Facility Advance (other than US Facility
         Base Rate Refunding Loans) an Authorized Representative shall give the
         Agent (A) at least three (3) Business Days' irrevocable telefacsimile
         notice prior to 11:00 A.M. (New York, New York time) of each Eurodollar
         Rate Loan representing a borrowing or Continuation or Conversion
         hereunder and (B) irrevocable telefacsimile notice of each US Facility
         Base Rate Loan representing a borrowing or Continuation or Conversion
         hereunder prior to 11:00 A.M. (New York, New York time) on the day of
         such proposed US Facility Base Rate Loan. Each such notice shall be in
         the form of a Borrowing Notice in the form attached hereto as Exhibit
         D-1, which shall be effective upon receipt by the Agent, and shall
         specify the Type of Loan, amount of the US Facility Advance to be made,
         the date of borrowing and the Interest Period (if a Eurodollar Rate
         Loan) to be used in the computation of interest. Neither the Agent nor
         any Lender shall incur any liability to any US Facility Borrower in
         acting upon any notice referred to above which the Agent believes in
         good faith to have been given by an Authorized Representative of any US
         Facility Borrower or for otherwise acting in good faith, and upon
         funding of US Facility Loans by any Lender in accordance with this
         Agreement pursuant to any such notice, the US Facility Borrowers shall
         have effected US Facility Loans hereunder. A Borrowing Notice for a
         Eurodollar Rate Loan shall be irrevocable, and the US Facility Borrower
         shall be bound to make a borrowing in accordance therewith, unless such
         US Facility Borrower pays to the Lenders such amounts as may be due
         under Section 5.05 for failure of a borrowing of a Eurodollar Rate Loan
         to occur on the date specified therefor in the related Borrowing
         Notice. The duration of the initial Interest Period for each US
         Facility Loan shall be as specified in the initial Borrowing Notice.
         The US Facility Borrowers shall have the option to elect the duration
         of any subsequent Interest Periods and to Continue or Convert the US
         Facility Loans in accordance with Section 2.08. If the Agent does not
         receive a notice of election of the duration of an Interest Period or
         of the Conversion of a Loan by the time prescribed hereby and by
         Section 2.08, the US Facility Borrowers shall be deemed to have elected
         to Convert such Loan to or Continue such Loan as a US Facility Base
         Rate Loan until the US Facility Borrowers notify the Agent in
         accordance with Section 2.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         US Facility Loans, together with the amount of each Lender's portion of
         an Advance requested thereunder and the applicable interest rate, shall
         be provided by the Agent to each Lender by telefacsimile with
         reasonable promptness, but (provided the Agent shall have received such
         notice by 11:00 A.M. (New York, New York time), not later than 12:00
         noon (New York, New York time) on the same day as the Agent's receipt
         of such notice from the US Facility Borrowers.

                  (v) Each Lender shall, pursuant to the terms and subject to
         the conditions of this Agreement, not later than 1:00 P.M. (New York,
         New York time) on the date specified for such US Facility Advance, make
         the amount of the US Facility Advance or Advances to be made by it on
         such day available to the applicable US Facility Borrower by depositing
         or transferring the proceeds thereof in US Dollars and in Same Day
         Funds to the Agent at its Principal Office. The amount so received by
         the Agent shall, subject to the terms of this Agreement, be made
         available to the applicable US Facility Borrower by deposit of the
         proceeds to an account of such US Facility Borrower maintained at the

                                       29
<PAGE>

         Principal Office or otherwise as shall be directed in the applicable
         Borrowing Notice.

                  (vi) Notwithstanding the foregoing, if a drawing is made under
         any Letter of Credit, such drawing is honored by the Issuing Bank, and
         neither Applicant shall immediately fully reimburse the Issuing Bank on
         the same Business Day in respect of such drawing from other funds
         available to the Applicants, (A) provided that the conditions to making
         a US Facility Loan as herein provided shall then be satisfied, the US
         Dollar Equivalent Amount of the Reimbursement Obligation arising from
         such drawing shall be paid to the Issuing Bank by the Agent without the
         requirement of notice to or from either Applicant from immediately
         available funds which shall be advanced as a US Facility Base Rate
         Refunding Loan in US Dollars to the Agent at its Principal Office by
         each Lender in a US Dollar Equivalent Amount equal to such Lender's
         Applicable Commitment Percentage of such Reimbursement Obligation, and
         (B) if the conditions to making a US Facility Loan as herein provided
         shall not then be satisfied, each of the Lenders shall fund by payment
         to the Agent (for the benefit of the Issuing Bank) at its Principal
         Office in immediately available funds in US Dollars the purchase from
         the Issuing Bank of its respective Participation in the related
         Reimbursement Obligation based on its respective Applicable Commitment
         Percentage of the Total Letter of Credit Commitment. If a drawing is
         presented under any Letter of Credit in accordance with the terms
         thereof and neither Applicant shall immediately reimburse the Issuing
         Bank in respect thereof on the same Business Day, then notice of such
         drawing or payment shall be provided promptly by the Issuing Bank to
         the Agent and the Agent shall provide notice to each Lender by
         telephone or telefacsimile transmission. If notice to the Lenders of a
         drawing under any Letter of Credit is given by the Agent at or before
         12:00 noon (New York, New York time) on any Business Day, each Lender
         shall either make a US Facility Base Rate Refunding Loan or fund the
         purchase of its Participation as specified above in the US Dollar
         Equivalent Amount of such Lender's Applicable Commitment Percentage of
         such drawing or payment and shall pay such amount to the Agent for the
         account of the Issuing Bank at the Principal Office in US Dollars and
         in immediately available funds before 4:00 P.M. (New York, New York
         time) on the same Business Day. If such notice to the Lenders is given
         by the Agent after 12:00 noon (New York, New York time) on any Business
         Day, each Lender shall either make such US Facility Base Rate Refunding
         Loan or fund such purchase before 12:00 noon (New York, New York time)
         on the next following Business Day.

         2.02     Payment of Interest.

         (a) The US Facility Borrowers shall pay interest to the Agent for the
account of each Lender on the outstanding and unpaid principal amount of each US
Facility Loan made by such Lender for the period commencing on the date of such
US Facility Loan until such Loan shall be paid, Continued or Converted, as the
case may be, at the then applicable US Facility Base Rate for US Facility Base
Rate Loans or applicable Eurodollar Rate for Eurodollar Rate Loans, such
payments to be made in US Dollars; provided, however, that if any Event of
Default shall have occurred and be continuing, all amounts outstanding hereunder
shall bear interest thereafter at the Default Rate.

                                       30
<PAGE>

         (b) Interest on each US Facility Loan shall be computed on the basis of
a year of 360 days and calculated for the actual number of days elapsed.
Interest on each US Facility Loan shall be paid (i) quarterly in arrears on the
last Business Day of every third month, commencing June 30, 2001, for each US
Facility Base Rate Loan, (ii) on the last day of the applicable Interest Period
for each Eurodollar Rate Loan and, if the Interest Period extends for more than
three months, also at intervals of three months after the first day of the
Interest Period and (iii) upon payment in full of the principal amount of each
such Loan. Interest on amounts not paid when due shall be payable on demand.

         2.03 Payment of Principal. The principal amount of each US Facility
Loan shall be due and payable to the Agent for the benefit of each Lender in
full on the Facility Repayment Date. The principal amount of any US Facility
Base Rate Loan may be prepaid in whole or in part at any time. The principal
amount of any Eurodollar Rate Loan may be prepaid only at the end of the
applicable Interest Period unless the US Facility Borrowers shall pay to the
Agent for the account of the Lenders the additional amount, if any, required
under Section 5.05. All prepayments of US Facility Loans made by the US Facility
Borrower shall be in the amount of (i) US $1,000,000, or (ii) such greater
amount which is an integral multiple of US $500,000, or (iii) the amount equal
to all US Facility Outstandings, or (iv) such other amount as necessary to
comply with Section 2.01(a) or 2.07.

         2.04     Manner of Payment.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of US Facility Loans, and any other amount required
to be paid to the Lenders or the Issuing Bank with respect to the US Facility
Loans, US Letters of Credit or Reimbursement Obligations, shall be made to the
Agent at its Principal Office, for the account of each Lender's or the Issuing
Bank's Applicable Lending Office, respectively. Each such payment shall be made
in US Dollars and in Same Day Funds before 12:00 noon (New York, New York time)
on the date such payment is due. The Agent may, but shall not be obligated to,
debit the amount of any such payment which is not made by such time to any
ordinary deposit account, if any, of any US Facility Borrower with the Agent.
The US Facility Borrowers shall give the Agent prior telephonic notice of any
payment of principal, such notice to be given by not later than 11:00 A.M. (New
York, New York time), on the date of such payment.

         (b) The Agent shall deem any payment by or on behalf of the US Facility
Borrowers hereunder that is not made both (i) in US Dollars and in Same Day
Funds and (ii) prior to 12:00 noon (New York, New York time) to be a
non-conforming payment. Any such payment shall not be deemed to be received by
the Agent until the later of (x) the time such funds become available funds and
(y) the next Business Day. The Agent shall give prompt telephonic notice to the
applicable Authorized Representative and each of the Lenders (confirmed in
writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of Section 10.01(a) and 10.01(b). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding Business Day) at the Default Rate or the maximum

                                       31
<PAGE>

rate permitted by applicable law, whichever is lower, from the date such amount
was due and payable until the date such amount is paid in full.

         (c) In the event that any payment hereunder or under the US Facility
Loans becomes due and payable on a day other than a Business Day, then such due
date shall be extended to the next succeeding Business Day unless otherwise
provided under clause (ii) of the definition of "Interest Period"; provided that
interest shall continue to accrue during the period of any such extension.

         2.05     Notes; Evidence of Indebtedness.

         (a) US Facility Loans made by each US Facility Lender shall be
evidenced by a revolving Note payable to the order of such US Facility Lender in
the respective amount of its Applicable Commitment Percentage of the Total
Credit Commitment, which Note shall be dated the Closing Date or a later date
pursuant to an Assignment and Acceptance and shall be duly completed, executed
and delivered by the US Facility Borrowers.

         (b) Each US Facility Borrower hereby authorizes each US Facility Lender
and the Agent to record, from time to time, in its records, (a) the date and
amount of each US Facility Loan, the interest rates payable by the US Facility
Borrowers in respect of each US Facility Loan and any Interest Period applicable
thereto, (b) the dates and amounts of all payments received by such Lender on
account of principal, interest and fees, and (c) the amount of all US Facility
Loans which remain payable by the US Facility Borrowers to such Lender. All
amounts and other information so recorded shall be prima facie evidence thereof.
The failure to record, or any error in recording, any such amount or other
information shall not limit or impair the obligations of the US Facility
Borrowers hereunder or under any Loan Document.

         2.06 Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the US Facility Loans and
Reimbursement Obligations as to which the Lenders have funded their respective
Participations which remain outstanding shall be made to the Agent for the
account of the Lenders pro rata based on their Applicable Commitment Percentages
for the US Facility, (b) all payments to be made by any US Facility Borrower for
the account of each of the Lenders on account of principal, interest and fees
shall be made without diminution, set-off, recoupment, counterclaim or
deduction, and (c) the Agent will promptly distribute payments received to the
Lenders and to the Issuing Bank, as applicable. Notwithstanding the foregoing,
in the event any Lender shall not be able to make an Eurodollar Rate Loan under
the circumstances provided in Section 5.01 or 5.03, interest shall be allocated
to such Lender according to the interest rate payable to such Lender as set
forth in Section 5.04.

         2.07 Reductions. The US Facility Borrowers shall, by notice from an
Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the Agent, effective upon receipt, to reduce
the Total Commitment without premium or penalty. The Agent shall give each
Lender, within one (1) Business Day, telefacsimile notice, or telephonic notice
(confirmed in writing), of such reduction. Each such reduction shall be in the
aggregate amount of US $5,000,000 or such greater amount which is in an integral
multiple of US $1,000,000, or the entire remaining Total Commitment, and shall

                                       32
<PAGE>

permanently reduce the Total Commitment. No such reduction shall result in the
payment of any Eurodollar Rate Loan other than on the last day of the Interest
Period of such Loan unless such prepayment is accompanied by amounts due, if
any, under Section 5.05. Each such reduction of the Total Commitment shall be
accompanied by payment of the principal amount of US Facility Loans or Offshore
Facility Loans to the extent that the Total Outstandings exceed the Total
Commitment, after giving effect to such reduction, together with accrued and
unpaid interest on the amounts prepaid.

         2.08 Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth below and in Article V hereof, the US Facility
Borrower may:

         (a) upon notice to the Agent on or before 11:00 A.M. (New York, New
York time) on any Business Day, Convert all or a part of Eurodollar Rate Loans
to US Facility Base Rate Loans under the US Facility on the last day of the
Interest Period for such Eurodollar Rate Loans; and

         (b) provided that no Default or Event of Default shall have occurred
and be continuing, upon three (3) Business Days' notice to the Agent on or
before 11:00 A.M. (New York, New York time):

                  (i) elect a subsequent Interest Period for all or a portion of
         Eurodollar Rate Loans under the US Facility to begin on the last day of
         the then current Interest Period for such Eurodollar Rate Loans; and

                  (ii) Convert US Facility Base Rate Loans to Eurodollar Rate
         Loans under the US Facility on any Business Day.

         Notice of any such Continuations or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such Continuation or Conversion and the Interest Period to be applicable to
the US Facility Loan as Continued or Converted. Each Continuation and Conversion
pursuant to this Section 2.08 shall be subject to the limitations on Eurodollar
Rate Loans set forth in the definition of "Interest Period" herein and in
Sections 2.01 and 2.03 and Article VI hereof. All such Continuations or
Conversions of US Facility Loans shall be effected pro rata based on the
Applicable Commitment Percentages of the US Facility Lenders for the US
Facility.

         2.09 Facility Fee. For the period beginning on the Closing Date and
ending on the Facility Termination Date, the Parent agrees to pay to the Agent,
and the Agent shall then pay to each US Facility Lender at its office in the
United States so designated thereby based on such US Facility Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total Commitment. Such payments of Facility
Fees provided for in this Section 2.09 shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December
beginning on the first such date to occur after the Closing Date to and on the
Facility Termination Date. Notwithstanding the foregoing, so long as any US
Facility Lender fails to make available any portion of its Commitment when
properly requested by the Borrowers, such US Facility Lender shall not be
entitled to receive payment of, nor shall the Parent be obligated to pay, its
pro rata share of such Facility Fee until such US Facility Lender shall make


                                       33
<PAGE>

available such portion. Such Facility Fee shall be calculated on the basis of a
year of 360 days for the actual number of days elapsed.

         2.10 Deficiency Advances; Failure to Purchase Participations. No US
Facility Lender shall be responsible for any default of any other US Facility
Lender in respect to such other US Facility Lender's obligation to make any US
Facility Loan hereunder or to fund its purchase of any Participation hereunder.
Without limiting the generality of the foregoing, in the event any US Facility
Lender shall fail to advance funds to any US Facility Borrower as herein
provided, the Agent may in its discretion, but shall not be obligated to, make a
US Facility Advance hereunder as a US Facility Lender of all or any portion of
such amount or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such deficiency advance in
the same manner and at the same interest rate or rates to which such other US
Facility Lender would have been entitled had it made such advance hereunder;
provided that, upon payment to the Agent from such other US Facility Lender of
the entire outstanding amount of each such deficiency advance, together with
accrued and unpaid interest thereon, from the most recent date or dates interest
was paid to the Agent by such US Facility Borrower on each US Facility Loan
comprising the deficiency advance, at the interest rate per annum for overnight
borrowing by the Agent from the Federal Reserve Bank, then such payment shall be
credited against the applicable US Facility Loan of the Agent in full payment of
such deficiency advance and such US Facility Borrower shall be deemed to have
borrowed the amount of such deficiency advance from such other US Facility
Lender as of the most recent date or dates, as the case may be, upon which any
payments of interest were made by such US Facility Borrower thereon. In the
event any US Facility Lender shall fail to fund its purchase of a Participation
under a Letter of Credit after notice from the Agent, such US Facility Lender
shall pay to the Issuing Bank such amount on demand, together with interest at
the Federal Funds Effective Rate on the amount so due from the date of such
notice to the date such purchase price is received by the Issuing Bank.

         2.11 Use of Proceeds. The proceeds of the US Facility Loans made
pursuant to the US Facility hereunder shall be used by the US Facility Borrowers
to finance capital expenditures and Permitted Acquisitions and for other working
capital and other lawful corporate purposes of the Parent and its Subsidiaries.

         2.12 US Facility Borrower Joint and Several Liability; Guaranty
Provisions.

         (a) Notwithstanding any other provision of this Agreement, each US
Facility Borrower shall be jointly and severally liable as primary obligor and
not merely as surety for repayment of all Obligations arising under the Loan
Documents. Such joint and several liability shall apply to each US Facility
Borrower regardless of whether (i) any US Facility Loan was only requested by or
made to another US Facility Borrower or the proceeds of any US Facility Loan
were used only by another US Facility Borrower, (ii) any interest rate election
was made only by another US Facility Borrower, or (iii) any indemnification
obligation or any other obligation arose only as a result of the actions of
another US Facility Borrower; provided the liability of each of the US Facility
Borrowers under this Agreement, the Notes and the other Loan Documents shall be
limited to the maximum amount of the Obligations for which such other US
Facility Borrower may be liable without violating any applicable fraudulent
conveyance, fraudulent transfer or comparable laws. Each US Facility Borrower
shall retain any right of contribution arising under applicable law against the
other US Facility Borrowers as the result of the satisfaction of any
Obligations; provided, no US Facility Borrower shall assert such right of


                                       34
<PAGE>
contribution against any other US Facility Borrower until the Obligations shall
have been paid in full.

         (b) Without limiting the foregoing provisions of Section 2.12(a), each
of the US Facility Borrowers hereby irrevocably, absolutely and unconditionally
guarantees the full and punctual payment or performance when due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise, of all Obligations of each other US Facility Borrower, whether owing
to the Agent or any Lender. This guarantee constitutes a guaranty of payment and
not of collection. The liability of each of the US Facility Borrowers under the
immediately preceding two sentences shall be limited to the maximum amount for
which such other US Facility Borrower may be liable without violating any
applicable fraudulent conveyance, fraudulent transfer or comparable laws.

         (c) It is the intention of the parties that with respect to each US
Facility Borrower its obligations hereunder and under the other Loan Documents
shall be absolute, unconditional and irrevocable irrespective of:

                  (i)        any lack of validity, legality or enforceability of
         this Agreement, any Note or any other Loan Document as to any other
         US Facility Borrower;

                  (ii)       the failure of the Agent or any Lender

                                    (A) to enforce any right or remedy against
                             any other US Facility Borrower or any other Person
                             under the provisions of this Agreement, any Note,
                             any other Loan Document or otherwise, or

                                    (B) to exercise any right or remedy against
                             any guarantor of, or collateral securing, any
                             Obligations;

                  (iii)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Obligations, or any
         other extension, compromise or renewal of any Obligations;

                  (iv) any reduction, limitation, impairment or termination of
         any Obligations with respect to any other US Facility Borrower or any
         other Person for any reason including any claim of waiver, release,
         surrender, alteration or compromise, and shall not be subject to (and
         each US Facility Borrower hereby waives any right to or claim of) any
         defense or setoff, counterclaim, recoupment or termination whatsoever
         by reason of the invalidity, illegality, nongenuineness, irregularity,
         compromise or unenforceability of, or any other event or occurrence
         affecting, any Obligations with respect to any other US Facility
         Borrower;

                                       35
<PAGE>

                  (v) any addition, exchange, release, surrender, impairment or
         nonperfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any guaranty,
         held by the Agent, any Lender or any holder of any Note evidencing any
         of the Obligations; or

                  (vi) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, any other
         US Facility Borrower or any surety or any guarantor.

         (d) Each US Facility Borrower agrees that its joint and several
liability hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time any payment (in whole or in part) of any of the
Obligations is rescinded or must be restored by the Agent, any Lender or any
holder of any Note, upon the insolvency, bankruptcy or reorganization of any US
Facility Borrower as though such payment had not been made.

         (e) Each US Facility Borrower hereby expressly waives (i) notice of the
Lenders' acceptance of this Agreement, (ii) notice of the existence or creation
or non-payment of all or any of the Obligations, (iii) presentment, demand,
notice of dishonor, protest, and all other notices whatsoever other than notices
expressly provided for in this Agreement and (iv) all diligence in collection or
protection of or realization upon the Obligations or any thereof, any obligation
hereunder, or any security for or guaranty of any of the foregoing.

         (f) No delay on any of the Lenders' or the Agent's part in the exercise
of any right or remedy shall operate as a waiver thereof, and no single or
partial exercise by any of the Lenders or the Agent of any right or remedy shall
preclude any other or further exercise thereof or the exercise of any other
right or remedy. No action of the Agent or any of the Lenders permitted
hereunder shall in any way affect or impair any of their rights or any of their
obligations to any of the US Facility Borrowers under this Agreement.


                                       36
<PAGE>



                                   ARTICLE III

                                Letters of Credit

         3.01 Letters of Credit. (a) The Issuing Bank agrees, subject to the
terms and conditions of this Agreement and in reliance upon the agreements of
the other Lenders set forth in this Article III and in Sections 2.01, upon
request of any Borrower to issue from time to time for the account of such
Borrower Letters of Credit in a Letter of Credit Currency upon delivery to the
Issuing Bank of an Application and Agreement for Letter of Credit relating
thereto in form and content acceptable to the Issuing Bank; provided, that (i)
the Parent shall be a co-applicant for such Letter of Credit, jointly and
severally liable for all obligations thereunder, (ii) the Issuing Bank shall not
be obligated to, and shall not, issue (or renew) any Letter of Credit if it has
been notified by the Agent or any Lender or has actual knowledge that (1) a
Default or Event of Default has occurred and is continuing or (2) any other
condition to issuing Letters of Credit is not then satisfied, (iii) the Letter
of Credit Outstandings shall not exceed the Total Letter of Credit Commitment
and (iv) no Letter of Credit shall be issued (or renewed) if, after giving
effect thereto, Total Outstandings would exceed the Total Commitment. No Letter
of Credit shall have an expiry date (including all rights of a Borrower or any
beneficiary named in such Letter of Credit to require renewal) or payment date
occurring later than the earlier to occur of one year after the date of its
issuance or the seventh Business Day prior to the Stated Termination Date;
provided that if any Letter of Credit is issued with an expiry date (including
all rights of a Borrower or any beneficiary named in such Letter of Credit to
require renewal) or payment date occurring later than the Facility Termination
Date, then such Letter of Credit Outstandings shall be cash collateralized in an
account bearing interest payable to the Borrowers in a manner consistent with
the requirements of Section 10.01(C) on or prior to the Facility Termination
Date. The Issuing Bank shall promptly notify the Agent and each Lender of any
Letter of Credit issued by the Issuing Bank and, in addition, promptly following
the end of each calendar quarter, the Issuing Bank shall deliver to the Agent a
notice describing the aggregate undrawn amount of all Letters of Credit at the
end of such quarter. Upon the request of any Lender from time to time, the
Issuing Bank shall deliver to the Agent, and the Agent shall deliver to such
Lender, any other information reasonably requested by such Lender with respect
to each Letter of Credit outstanding.

         (b) Each request for an Offshore Letter of Credit shall constitute the
Applicants' request for an Offshore Letter of Credit of the amount of the
Offshore Currency specified in the request for an Offshore Letter of Credit. The
stated amount available for drawing under any Offshore Letter of Credit shall be
recorded in the Issuing Bank's records in US Dollars as if the Letter of Credit
had been issued in US Dollars in the US Dollar Equivalent Amount of such Letter
of Credit, as such amount may be adjusted as provided in Section 3.01(c), (d) or
(e). For the purposes of determining the maximum amount of Letter of Credit
Outstandings hereunder, it is intended by the parties that all Offshore Letters
of Credit shall be the functional equivalent of US Letters of Credit made and
repaid in US Dollars and shall be included in such determination based on their
US Dollar Equivalent Amount as determined from time to time as set forth herein.
The Agent shall maintain records (based upon information furnished by the

                                       37
<PAGE>

Issuing Bank) sufficient to identify at any time the Spot Rate of Exchange with
respect to each Offshore Letter of Credit.

         (c) In the event an Offshore Letter of Credit is for a term exceeding
one (1) month, the US Dollar Equivalent Amount of the corresponding Letter of
Credit Outstandings shall be recalculated as of the last Business Day of each
calendar month and the Agent shall notify the Applicants and the Lenders of the
new Spot Rate of Exchange as of such Business Day for such Offshore Letter of
Credit. The Agent shall apply such new Spot Rate of Exchange to determine the
new US Dollar Equivalent Amount of such Offshore Letter of Credit as of such
Business Day and shall adjust its record of the Letter of Credit Outstandings.
In the event that such adjustment with respect to any Offshore Letter of Credit
causes the Total Outstandings to exceed the Total Commitment, the Applicant
shall immediately repay the portion of US Facility Loans or Offshore Facility
Loans necessary to ensure that, giving effect to the new Spot Rate of Exchange
for such Offshore Letters of Credit, the sum of Total Outstandings does not
exceed the Total Commitment. In the event that such adjustment with respect to
an Offshore Letter of Credit causes the total US Dollar Equivalent Amount of
Letter of Credit Outstandings to exceed the Total Letter of Credit Commitment,
the Applicants shall immediately deposit US Dollars in cash (or other
immediately available funds acceptable to the Agent) with the Agent, in the
amount of the Letter of Credit Outstandings which cause such violation, as
collateral security for the repayment of any future drawings or repayments under
such Letters of Credit and such amounts shall be held by the Agent pursuant to
the terms of a cash collateral account agreement satisfactory to it.

         (d) In the event that an Offshore Letter of Credit is drawn upon, the
Spot Rate of Exchange applicable to any remaining undrawn amount of such
Offshore Letter of Credit shall be adjusted to be the Spot Rate of Exchange for
the date of such drawing and the amount of the corresponding Letter of Credit
Outstandings shall be recalculated as of the date of such drawing for the
purposes of determining the US Dollar Equivalent Amount of the remaining undrawn
amount of such Offshore Letter of Credit.

         (e) Without limiting the foregoing provisions of this Section 3.01, in
the event any Letter of Credit is issued in euro, the provisions in Section 5.09
applicable to the euro shall be applicable to such Letter of Credit.

         3.02     Reimbursement and Participations.

         (a) Each Applicant hereby unconditionally agrees to pay to the Issuing
Bank immediately on demand on the same Business Day, at the Principal Office of
the Agent, all amounts required to pay all drafts drawn or purporting to be
drawn under the Letters of Credit requested by such Applicant, by placing in
possession of the Issuing Bank (which shall include US Facility Base Rate
Refunding Loans if permitted by Section 2.01(b)(vi)) sufficient funds to pay all
Reimbursement Obligations arising under such Letter of Credit. The Issuing Bank
agrees to give the Applicants prompt notice of any request for a draw under a
Letter of Credit. The Issuing Bank may charge any account either Applicant may
have with it for any and all amounts the Issuing Bank pays under a Letter of
Credit, plus charges and reasonable expenses as from time to time agreed to by
the Issuing Bank and the Applicants; provided that, to the extent permitted by

                                       38
<PAGE>

Section 2.01(b)(vi), amounts drawn under a Letters of Credit (including an
Offshore Letter of Credit) shall be paid pursuant to US Facility Base Rate
Refunding Loans. Each Applicant agrees to pay the Issuing Bank interest on any
Reimbursement Obligations as to Letters of Credit issued for such Applicant not
paid when due hereunder at the Default Rate.

         (b) Each Lender (other than the Issuing Bank) shall automatically
acquire on the date of issuance thereof, a Participation in the liability of the
Issuing Bank in respect of each Letter of Credit in an amount equal to such
Lender's Applicable Commitment Percentage of such liability, and to the extent
that any Applicant is obligated to pay the Issuing Bank under Section 3.02(a),
each Lender (other than the Issuing Bank) thereby shall absolutely,
unconditionally and irrevocably assume, and shall be unconditionally obligated
to pay to the Issuing Bank, its Applicable Commitment Percentage of the
liability of the Issuing Bank under such Letter of Credit in the manner and with
the effect provided in Section 2.01(b)(vi).

         (c) Simultaneously with the making of each payment by a Lender to the
Issuing Bank pursuant to Section 2.01(b)(vi)(B), such Lender shall,
automatically and without any further action on the part of the Issuing Bank or
such Lender, acquire a Participation in an amount equal to such payment
(excluding the portion thereof constituting interest accrued prior to the date
the Lender made its payment) in the related Reimbursement Obligation of the
Applicants. Each Lender's obligation to make payment to the Agent for the
account of the Issuing Bank pursuant to Section 2.01(b)(vi) and Section 3.02(c),
and the right of the Issuing Bank to receive the same, shall be absolute and
unconditional, shall not be affected by any circumstance whatsoever and shall be
made without any offset, abatement, withholding or reduction whatsoever. In the
event the Lenders have purchased Participations in any Reimbursement Obligation
as set forth above, then at any time payment (in fully collected, immediately
available funds) of such Reimbursement Obligation, in whole or in part, is
received by the Issuing Bank from any Applicant, the Issuing Bank shall promptly
pay to each Lender an amount equal to its Applicable Commitment Percentage of
such payment from such Applicant.

         (d) Promptly following the end of each calendar month, the Issuing Bank
shall deliver to the Agent a notice describing the aggregate undrawn amount of
all Letters of Credit at the end of such month, including with respect to
Offshore Letters of Credit, the date of issuance thereof and the applicable
Offshore Currency. The Agent shall deliver to each Lender a report on a monthly
basis of the aggregate Letter of Credit Outstandings at the end of each calendar
month determined, with respect to Offshore Letters of Credit, based on the
applicable Spot Rate of Exchange at such date. Upon the request of any Lender
from time to time, the Issuing Bank shall deliver to the Agent, and the Agent
shall deliver to such Lender, any other information reasonably requested by such
Lender with respect to each Letter of Credit outstanding.

         (e) The issuance by the Issuing Bank of each Letter of Credit shall, in
addition to the conditions precedent set forth in Article VI, be subject to the
conditions that (x) such Letter of Credit be in such form and contain such terms
as shall be reasonably satisfactory to the Issuing Bank consistent with the then
current practices and procedures of the Issuing Bank with respect to similar
letters of credit, (y) the issuance of such Letter of Credit shall not violate
any policy of the Issuing Bank, and (z) the Borrowers shall have executed and
delivered such other instruments and agreements relating to such Letters of
Credit as the Issuing Bank shall have reasonably requested consistent with such

                                       39
<PAGE>

practices and procedures and shall not be in conflict with any of the express
terms herein contained. Unless otherwise expressly agreed by the Issuing Bank
and the Borrowers, when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each Letter of Credit.

         (f) Each Borrower agrees that the Issuing Bank may, in its reasonable
discretion, accept or pay, as complying with the terms of any Letter of Credit,
any drafts or other documents otherwise in order which may be signed or issued
by an administrator, executor, trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver, attorney-in-fact or
other legal representative of a party who is authorized under such Letter of
Credit to draw or issue any drafts or other documents.

         (g) Without limiting the generality of the provisions of Section 12.10,
each Applicant hereby agrees to indemnify and hold harmless the Issuing Bank,
each other Lender and the Agent from and against any and all claims and damages,
losses, liabilities, reasonable costs and expenses which the Issuing Bank, such
other Lender or the Agent may incur (or which may be claimed against the Issuing
Bank, such other Lender or the Agent) by any Person by reason of or in
connection with the issuance or transfer of or payment or failure to pay under
any Letter of Credit requested by such Applicant; provided that no Applicant
shall be required to indemnify the Issuing Bank, any other Lender or the Agent
for any claims, damages, losses, liabilities, costs or expenses to the extent,
but only to the extent, (i) caused by the willful misconduct or gross negligence
of the party to be indemnified or (ii) caused by the failure of the Issuing Bank
to pay under any Letter of Credit after the presentation to it of a request for
payment strictly complying with the terms and conditions of such Letter of
Credit, unless such payment is prohibited by any law, regulation, court order or
decree or (iii) caused by the Issuing Bank's gross negligence or willful
misconduct in payment under any Letter of Credit after the presentation to it of
a request for payment not complying with the terms and conditions of such Letter
of Credit; and provided further, that no Offshore Facility Borrower that is an
Applicant shall be required to indemnify the Issuing Bank, any other Lender or
the Agent for any claims, damages, losses, liabilities, costs or expenses
arising from Letters of Credit issued on behalf of any other Borrower. The
indemnification and hold harmless provisions of this Section 3.02(g) shall
survive repayment of the Obligations, occurrence of the Facility Termination
Date, the Facility Repayment Date and expiration or termination of this
Agreement.

         (h) Without limiting Borrowers' rights as set forth in Section 3.02(g),
the obligation of each Applicant to immediately reimburse the Issuing Bank for
drawings made under Letters of Credit issued upon its request and the Issuing
Bank's right to receive such payment shall be absolute, unconditional and
irrevocable, and such obligations of the Applicants shall be performed strictly
in accordance with the terms of this Agreement and such Letters of Credit and
the related Application and Agreement for any Letter of Credit, under all
circumstances whatsoever, including the following circumstances:


                                       40
<PAGE>

                 (i) any lack of validity or enforceability of any Letter of
         Credit, the obligation supported by any Letter of Credit or any other
         agreement or instrument relating thereto (collectively, the "Related LC
         Documents");

                 (ii) any amendment or waiver of or any consent to or departure
         from all or any of the Related LC Documents;

                 (iii) the existence of any claim, setoff, defense (other than
         the defense of payment in accordance with the terms of this Agreement)
         or other rights which any Borrower may have at any time against any
         beneficiary or any transferee of a Letter of Credit (or any Persons for
         whom any such beneficiary or any such transferee may be acting), the
         Agent, the Lenders, the Issuing Bank or any other Person, whether in
         connection with the Loan Documents, the Related LC Documents or any
         unrelated transaction;

                 (iv) any breach of contract or other dispute between any
         Applicant and any beneficiary or any transferee of a Letter of Credit
         (or any Persons for whom such beneficiary or any such transferee may be
         acting), the Agent, the Lenders or any other Person;

                 (v) any draft, statement or any other document presented under
         the Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect whatsoever so long as any such document
         appeared to comply with the terms of the Letter of Credit;

                 (vi) the existence, character, quality, quantity, condition,
         value, or delivery (including the time, place, manner or order thereof)
         of property described or purportedly described in documents presented
         in connection with any Letter of Credit or the existence, nature or
         extent of any insurance relating thereto;

                 (vii) any delay, extension of time, renewal, compromise or
         other indulgence or modification granted or agreed to by the Agent,
         with or without notice to or approval by any Borrower in respect of any
         of the Obligations; or

                 (viii) any other circumstance or happening whatsoever where the
         Issuing Bank has acted in good faith, whether or not similar to any of
         the foregoing.

         3.03 Governmental Action. The Issuing Bank shall be under no obligation
to issue any Letter of Credit if any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Bank from issuing such Letter of Credit, or any law
applicable to the Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from,
the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Bank with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the Issuing
Bank is not otherwise compensated hereunder) not in effect on the Closing Date,
or shall impose upon the Letter of Credit any unreimbursed loss, cost or expense

                                       41
<PAGE>

which was not applicable on the Closing Date and which the Issuing Bank in good
faith deems material to it.

         3.04 Letter of Credit Facility Fees. The Parent shall pay to the Agent,
for the pro rata benefit of the Lenders based on their Applicable Commitment
Percentages, a fee on the US Dollar Equivalent Amount of the aggregate amount
available to be drawn on each outstanding Letter of Credit at a rate equal to
the Applicable Margin for Letters of Credit set forth in the Pricing Grid. The
calculation of the US Dollar Equivalent Amount of all Offshore Letters of Credit
for any month shall be calculated based upon the Spot Rate of Exchange
established pursuant to Section 3.01(c). Such fees shall be due and payable with
respect to each Letter of Credit quarterly in arrears on the last day of each
March, June, September and December, the first such payment to be made on the
first such date occurring after the date of issuance of a Letter of Credit.

         3.05 Letter of Credit Fronting and Administrative Fees. The Parent
shall pay to the Issuing Bank a fronting fee of .125% on the initial aggregate
US Dollar Equivalent Amount available to be drawn on each Letter of Credit, such
fee to be due and payable in full with respect to each Letter of Credit on the
date of the issuance (or renewal) thereof. The Parent shall also pay to the
Issuing Bank such administrative fee and other fees, if any, in connection with
the Letters of Credit in such amounts and at such times as the Issuing Bank and
the Parent shall agree from time to time.


                                       42

<PAGE>



                                   ARTICLE IV

                              The Offshore Facility

         4.01     Advances

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each Offshore Facility Lender agrees to make Offshore Facility Advances in the
Applicable Currency (as specified in a Borrowing Notice) and in an Applicable
Country to each Offshore Facility Borrower requesting such Offshore Facility
Advance in its Applicable Country from time to time from the Closing Date until
the Facility Termination Date, in an aggregate principal amount up to but not
exceeding such Offshore Facility Lender's Applicable Country Commitment;
provided, however, that no Offshore Facility Lender will be required and shall
have no obligation to make any Offshore Facility Advance (A) so long as a
Default or an Event of Default has occurred and is continuing or (B) if the
Lenders have accelerated the maturity of the Obligations as a result of an Event
of Default; provided further, however, that immediately after giving effect to
each such Offshore Facility Advance, (1) the Offshore Facility Outstandings
shall not exceed the Offshore Facility Commitment and (2) Total Outstandings
shall not exceed the Total Commitment. Within such limits, the Offshore Facility
Borrowers may borrow, repay and reborrow Offshore Facility Loans hereunder on
any Business Day from the Closing Date until, but (as to borrowings and
reborrowings) not including, the Facility Termination Date; provided, however,
that the aggregate principal amount outstanding to all Offshore Facility
Borrowers in each Applicable Country shall not at any time exceed the Applicable
Country Commitment; and provided further, however, that (i) no Offshore Rate
Loan shall be made which has an Interest Period that extends beyond the Stated
Maturity Date and (ii) each Offshore Rate Loan may be repaid only on the last
day of the Interest Period with respect thereto, unless such payment is
accompanied by the additional payment, if any, due under Section 5.05. The
Offshore Facility Borrowers agree that if at any time the Offshore Facility
Outstandings shall exceed the Offshore Facility Commitment or the Total
Outstandings shall exceed the Total Commitment, one or more of the Offshore
Facility Borrowers shall immediately repay a principal amount of its outstanding
Offshore Facility Loans such that, as a result of such reduction, the Offshore
Facility Commitment shall equal or exceed the Offshore Facility Outstandings and
the Total Commitment shall equal or exceed Total Outstandings. Bank of America
acknowledges that, as of the Closing Date, it is the sole Offshore Facility
Lender and shall make available to the Offshore Facility Borrowers the full
amount of the Offshore Facility Commitment in accordance with the terms of this
Agreement at all times except to the extent that a portion or portions of the
Offshore Facility Commitment shall have been committed to by another Offshore
Facility Lender.

         (b)      Amounts, Advances and Rate Selection.

                  (i) The principal amount outstanding on any Offshore Facility
         Loan shall be recorded in the records of the Applicable Offshore
         Facility Lender in British Pounds Sterling or euro, in each case based
         on the amount of any Offshore Facility Advance as reduced from time to
         time by the amount of any principal payments with respect to such


                                       43
<PAGE>

         Offshore Facility Advance. The Outstanding principal amount of each
         Offshore Facility Loan as of the last Business Day of each month shall
         be reported to the Agent on the first Business Day of the next
         following month. There shall be no more than fifteen (15) Offshore
         Loans outstanding at any one time under the Offshore Facility.

                  (ii) Each Offshore Facility Loan and each Continuation and
         Conversion under Section 4.08 in British Pounds Sterling shall be in an
         amount not less than (pound)1,000,000 and if greater in integral
         multiples of (pound)250,000 and each Offshore Facility Loan and each
         Continuation and Conversion under Section 4.08 in euro shall be in an
         amount not less than (euro)1,000,000 and if greater in integral
         multiples of (euro)250,000.

                  (iii) For each Offshore Facility Advance an Authorized
         Representative shall give the Applicable Offshore Facility Lender and
         the Agent at least (A) three (3) Business Days' irrevocable
         telefacsimile notice prior to 11:00 A.M. (London, England time) of each
         Offshore Rate Loan in euro representing a borrowing or Continuation or
         Conversion hereunder, and (B) two (2) Business Days' irrevocable
         telefacsimile notice prior to 11:00 A.M. (London, England time) of each
         Offshore Rate Loan in British Pounds Sterling representing a borrowing
         or Continuation or Conversion hereunder. Each such notice shall be in
         the form of a Borrowing Notice in the form attached hereto as Exhibit
         D-2, which shall be effective upon receipt by the Applicable Offshore
         Facility Lender, and shall specify the Type of Loan, whether the Loan
         is to be made in British Pounds Sterling or euro, the amount of the
         Offshore Facility Advance to be made, the date of borrowing and the
         Interest Period to be used in the computation of interest. No Offshore
         Facility Lender shall incur any liability to any Offshore Facility
         Borrower in acting upon any notice referred to above which the
         Applicable Offshore Facility Lender believes in good faith to have been
         given by an Authorized Representative of such Offshore Facility
         Borrower or for otherwise acting in good faith, and upon funding of
         Offshore Facility Loans by the Applicable Offshore Facility Lender in
         accordance with this Agreement pursuant to any such notice, such
         Offshore Facility Borrower shall have effected Offshore Facility Loans
         hereunder. A Borrowing Notice for an Offshore Rate Loan shall be
         irrevocable, and Offshore Facility Borrower giving such notice shall be
         bound to make a borrowing in accordance therewith, unless such Offshore
         Facility Borrower pays to the Applicable Offshore Facility Lender such
         amounts as may be due under Section 5.05 for failure of a borrowing of
         an Offshore Rate Loan to occur on the date specified therefor in a
         Borrowing Notice. The duration of the initial Interest Period for each
         Offshore Facility Loan shall be as specified in the initial Borrowing
         Notice. The Applicable Offshore Facility Borrower shall have the option
         to elect the duration of subsequent Interest Periods and to Continue
         the Offshore Facility Loans in accordance with Section 4.08. If the
         Applicable Offshore Facility Lender does not receive a notice of
         election of duration of an Interest Period by the time prescribed
         hereby and by Section 4.08, the applicable Offshore Facility Borrower
         shall be deemed to have elected to Continue such Loan as an Offshore
         Rate Loan with a subsequent Interest Period of one month.

                  (iv) In the case of Offshore Facility Advances, the Applicable
         Offshore Facility Lender shall, pursuant to the terms and subject to


                                       44
<PAGE>

         the conditions of this Agreement, not later than 3:00 P.M.(London,
         England time) on the date specified for such Offshore Facility Advance,
         make the amount of the Offshore Facility Advance available to the
         applicable Offshore Facility Borrower by depositing or transferring the
         proceeds thereof in the Applicable Currency and in Same Day Funds to an
         account of the applicable Offshore Facility Borrower maintained at the
         Funding Office of the Applicable Offshore Facility Lender or otherwise
         to another account with the Offshore Facility Lender as shall be
         directed in the applicable Borrowing Notice.

                  (v) On the Closing Date and each day thereafter until the
         Facility Termination Date, each Lender, subject to the last sentence of
         this subsection (v), will be deemed to have absolutely, irrevocably and
         unconditionally agreed to purchase from each Offshore Facility Lender a
         Participation in Offshore Facility Outstandings owing to each Offshore
         Facility Lender in an amount such that, after such purchase, each
         Lender will have a Facility Credit Exposure under the Offshore Facility
         equal in amount to its Applicable Commitment Percentage multiplied by
         the Offshore Facility Outstandings (referred to as the "Facility
         Participation Amount" for such Lender in the Offshore Facility). Each
         such Participation of each Lender in the Offshore Facility shall be
         funded in accordance with Section 10.07. If any notice is given by an
         Offshore Facility Lender pursuant to Section 10.07 requiring funding of
         the purchase of Participations by the Lenders, the Offshore Facility
         Borrowers hereby agree that all Offshore Facility Loans shall
         immediately be converted into Loans denominated in U.S. Dollars in the
         amount of the US Dollar Equivalent Amount of the Applicable Currency of
         such Offshore Facility Loans on the date of such notice.
         Notwithstanding the foregoing, none of the Lenders shall be deemed to
         have agreed to purchase a Participation in any Offshore Facility Loan
         to the extent such Offshore Facility Loan was made after the applicable
         Offshore Facility Lender had been notified at least one Business Day
         previously by the Agent or any Lender or had actual knowledge that (1)
         a Default or Event of Default had occurred and was continuing or (2)
         any other condition to making Offshore Facility Loans was not then
         satisfied.

         (c) Qualification of Lenders. Each Offshore Facility Lender making
Offshore Facility Loans in an Applicable Country shall be chartered or otherwise
qualified (through a branch or otherwise) under the laws of such Applicable
Country and shall make loans through its Funding Office in such Applicable
Country.

         4.02     Payment of Interest.

         (a) Each Offshore Facility Borrower shall pay interest to the
Applicable Offshore Facility Lender on the outstanding and unpaid principal
amount of each Offshore Facility Loan made by the Applicable Offshore Facility
Lender to such Offshore Facility Borrower for the period commencing on the date
of such Offshore Facility Loan until such Loan shall be paid or Continued, as
the case may be, at the then applicable Offshore Rate, such payments to be made
in the Applicable Currency in which such Offshore Facility Loan was funded;
provided, however, that if any Event of Default shall have occurred and be
continuing, all amounts outstanding hereunder shall bear interest thereafter at
the Default Rate.

                                       45
<PAGE>

         (b) Interest on each Offshore Facility Loan shall be computed on the
basis of a year of 365 days for Advances in British Pounds Sterling and 360 days
for Advances in euro and calculated for the actual number of days elapsed.
Interest on each Offshore Facility Loan shall be paid (i) on the last day of the
applicable Interest Period for each such Offshore Rate Loan and, if the Interest
Period extends for more than three months, also at intervals of three months
after the first day of the Interest Period and (ii) upon payment in full of the
principal of each such Loan. Interest on amounts not paid when due shall be
payable on demand.

         4.03 Payment of Principal. The principal amount of each Offshore
Facility Loan shall be due and payable to the Applicable Offshore Facility
Lender in full on the Facility Termination Date. The principal amount of any
Offshore Rate Loan may be prepaid only at the end of the applicable Interest
Period unless the Applicable Offshore Facility Borrower shall pay to the
Applicable Offshore Facility Lenders the additional amount, if any, required
under Section 5.05 and, in the case of a prepayment of any Offshore Rate Loan in
euro, the applicable Offshore Facility Borrower notifies the Applicable Offshore
Facility Lender and the Agent at least three (3) Business Days prior to such
prepayment. All prepayments of Offshore Facility Loans made by an Offshore
Facility Borrower shall be in the Applicable Currency of the respective Offshore
Facility Loan in the amount of (i) (pound)1,000,000 or (euro)1,000,000, as
applicable, or (ii) such greater amount which is an integral multiple of
(pound)250,000 or (euro)250,000, as applicable, or (iii) the amount equal to all
Offshore Facility Outstandings owing by such Offshore Facility Borrower, or (iv)
such other amount as necessary to comply with Section 5.01(a) or 5.07.

         4.04     Manner of Payment.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of Offshore Facility Loans, and any other amount
required to be paid to the Applicable Offshore Facility Lender with respect to
the Offshore Facility Loans, shall be made to the Applicable Offshore Facility
Lender at its Funding Office, to be recorded in the Applicable Currency, as set
forth in Section 4.01(b). Each such payment shall be made in the Applicable
Currency of the Offshore Facility Loan to which such payment relates in Same Day
Funds before 1:00 P.M. (London, England time) on the date such payment is due.
The Applicable Offshore Facility Lender may, but shall not be obligated to,
debit the amount of any such payment which is not made by such time to any
ordinary deposit account, if any, of the applicable Offshore Facility Borrower
with the Applicable Offshore Facility Lender. The Applicable Offshore Facility
Borrower shall give the Applicable Offshore Facility Lender and the Agent prior
telephonic notice of any payment of principal, such notice to be given (i) not
later than 11:00 A.M. (London, England time) at least two (2) Business Days
prior to the date of such payment in the case of payment of an Offshore Facility
Loan in British Pounds Sterling and (ii) not later than 11:00 A.M. (London,
England time) at least three (3) Business Days prior to the date of such payment
in the case of payment of an Offshore Facility Loan in euro.

         (b) The Offshore Facility Lenders shall deem any payment by or on
behalf of an Offshore Facility Borrower hereunder that is not made both (i) in
the Applicable Currency and in Same Day Funds and (ii) prior to 1:00 P.M.
(London, England time) to be a non-conforming payment. Any such payment shall
not be deemed to be received by the Applicable Offshore Facility Lender until
the later of (x) the time such funds become available funds in the required


                                       46
<PAGE>

Applicable Currency and (y) the next Business Day. The Applicable Offshore
Facility Lender shall give prompt telephonic notice to the applicable Authorized
Representative if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of Section 10.01(a) and 10.01(b). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding Business Day) at the Default Rate or the maximum
rate permitted by applicable law, whichever is lower, from the date such amount
was due and payable until the date such amount is paid in full.

         (c) In the event that any payment hereunder becomes due and payable on
a day other than a Business Day, then such due date shall be extended to the
next succeeding Business Day unless otherwise provided under clause (ii) of the
definition of "Interest Period"; provided that interest shall continue to accrue
during the period of any such extension.

         (d) All payments to be made by any Offshore Facility Borrower for the
account of any Offshore Facility Lender on account of principal, interest and
fees shall be made without diminution, set-off, recoupment, counterclaim or
deduction, except as otherwise provided in Section 5.06 hereof.

         4.05 Mark-To-Market. On the last Business Day of each month or any
other date at the discretion of and as requested by the Agent (each a "Market
Date"), each Offshore Facility Lender shall calculate the US Dollar Equivalent
Amount of all Offshore Facility Loans owing to and all Offshore Letters of
Credit such Offshore Facility Lender based on the Spot Rate of Exchange on such
Market Date and shall adjust its books to reflect the new US Dollar Equivalent
Amount of all Offshore Facility Loans and Offshore Letters of Credit.

         (a) If on any Market Date the Offshore Facility Outstandings exceed the
Offshore Facility Commitment or the Total Outstandings exceed the Total
Commitment, one or more Offshore Facility Borrowers shall repay a portion of its
Offshore Facility Loans (applying the new Spot Rate of Exchange) necessary to
ensure that the Offshore Facility Commitment shall equal or exceed the Offshore
Facility Outstandings and the Total Commitment shall equal or exceed Total
Outstandings. Any payment required to be made by an Offshore Facility Borrower
under this Section 4.05(a) shall be made within one Business Day of receipt of
written notice from the Agent that such payment is due.

         (b) If on any Market Date the Offshore Facility Outstandings in an
Applicable Country on such date exceed the Applicable Country Commitment, one or
more Offshore Facility Borrowers in such Applicable Country shall repay a
portion of its Offshore Facility Loans (applying the new Spot Rate of Exchange)
necessary to ensure that the Applicable Country Commitment shall equal or exceed
the Offshore Facility Outstandings in each Applicable Country. Any payment
required to be made by one or more Offshore Facility Borrowers under this
Section 4.05(b) shall be made within one Business Day of receipt of written
notice from the Applicable Offshore Facility Lender that such payment is due.


                                       47
<PAGE>

         (c) The calculations and repayments required pursuant to this Section
4.05 are in addition to the calculations and repayments required under Section
4.01(a) and (b).

         4.06 Evidence of Indebtedness. Each Offshore Facility Borrower hereby
authorizes each Offshore Facility Lender to record, from time to time, in its
records, the date and amount of each Offshore Facility Loan; the interest rates
payable by the applicable Offshore Facility Borrower in respect of each Offshore
Facility Loan and any Interest Period applicable thereto; the dates and amounts
of all payments received by the Offshore Facility Lenders on account of
principal, interest and fees; and the amount of all the Offshore Facility Loans
which remain payable by the Applicable Offshore Facility Borrower. All amounts
and other information so recorded shall be prima facie evidence thereof. The
failure to record, or any error in recording, any such amount or other
information shall not limit or impair the obligations of the Applicable Offshore
Facility Borrower hereunder or under any Loan Document. A copy of such records
for the Offshore Facility Loans shall be delivered by each Offshore Facility
Lender to the Agent and each US Facility Lender on the fifth Business Day of
each month containing information relating to the immediately preceding month.

         4.07     Reductions and Reallocations.

         (a) The Offshore Facility Borrowers shall have the right from time to
time (but not more frequently than once during each fiscal quarter), upon not
less than ten (10) Business Days' written notice to the Agent by an Authorized
Representative, effective upon receipt, to reduce the Offshore Facility
Commitment without premium or penalty. The Agent shall give each Offshore
Facility Lender, within one (1) Business Day, telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such reduction
shall be in the aggregate amount of the minimum amount of (pound)1,000,000 or
(euro)1,000,000, as applicable, or such greater amount which is an integral
multiple of (pound)250,000 or (euro)250,000, as applicable, or the entire
remaining Offshore Facility Commitment, and shall permanently reduce the
Offshore Facility Commitment. No such reduction shall result in the payment of
any Offshore Rate Loan other than on the last day of the Interest Period of such
Loan unless such prepayment is accompanied by amounts due, if any, under Section
5.05. Each such reduction of the Offshore Facility Commitment shall (i) reduce
the Applicable Country Commitments as determined by the Parent and (ii) be
accompanied by payment of the principal amount of the Offshore Facility Loans to
the extent that the Offshore Facility Outstandings exceed the Offshore Facility
Commitment, or to the extent that the Total Outstandings exceeds the Total
Commitment, in each case after giving effect to such reduction, together with
accrued and unpaid interest on the amounts prepaid. Any reduction of the
Offshore Facility Commitment hereunder shall result, ipso facto, in a reduction
of the Total Commitment.

         (b) The Offshore Facility Borrowers shall have the right from time to
time (but not more frequently than once each month), upon not less than ten (10)
Business Days' written notice to the Agent, effective upon receipt, to
reallocate the amounts of the Offshore Facility among the Applicable Country
Commitments. The Agent shall give each Offshore Facility Lender, within five (5)
Business Day, telefacsimile notice, or telephonic notice (confirmed in writing),
of such reallocation. Each such reallocation (i) shall be approved by the
Offshore Facility Lender (other than Bank of America) whose Applicable Country
Commitment is being increased (such approval not to be unreasonably withheld)

                                       48
<PAGE>

and (ii) shall be in the minimum amount of (pound)1,000,000 or (euro)1,000,000,
as applicable, or such greater amount which is an integral multiple of
(pound)250,000 or (euro)250,000, as applicable. Each such reallocation of the
Applicable Country Commitments shall be accompanied by payment of the principal
amount of the Offshore Facility Loans in an Applicable Country to the extent
that the Offshore Facility Outstandings in the Applicable Country exceed the
Applicable Country Commitment after giving effect to such reallocation.

         4.08 Elections of Subsequent Interest Periods. Subject to the
limitations set forth below and in Article V hereof, and provided that no
Default or Event of Default shall have occurred and be continuing, the Offshore
Facility Borrowers may, upon three (3) Business Days' notice to the Applicable
Offshore Facility Lender and the Agent prior to 11:00 A.M. (London, England
time) elect a subsequent Interest Period for all or a portion of Offshore Rate
Loans under the Offshore Facility to begin on the last day of the then current
Interest Period for such Offshore Rate Loans. Notice of any such Continuations
shall be effected by receipt of an appropriate Borrowing Notice and shall
specify the effective date of such Continuation and the Interest Period to be
applicable to the Offshore Facility Loan as Continued. Each Continuation
pursuant to this Section 4.08 shall be subject to the limitations on Offshore
Rate Loans set forth in the definition of "Interest Period" herein and in
Section 4.01 and 4.03 and Article V hereof. All such Continuations of Offshore
Facility Loans shall be in the same currency as the original such Loan.

         4.09 Use of Proceeds. The proceeds of the Offshore Facility Loans made
pursuant to the Offshore Facility hereunder shall be used by the Offshore
Facility Borrowers to finance capital expenditures and Permitted Acquisitions
and for other working capital and other lawful corporate purposes of the
Offshore Facility Borrowers.

         4.10 Offshore Facility Borrower Liability. Notwithstanding any other
provision of this Agreement to the contrary, no Offshore Facility Borrower shall
be liable for or have any obligation to pay (i) principal or interest with
respect to any Loans made to any other Borrower, (ii) Reimbursement Obligations
owing as to a Letter of Credit issued for the account of any other Borrower, or
(iii) fees, expenses or indemnities arising from or attributable to any Loans
made to, or Letters of Credit issued at the request of, any other Borrower. The
Parent and each other US Facility Borrower hereby acknowledges and agrees that
it is jointly and severally liable as primary obligor and not merely as surety
for all Obligations of the Offshore Facility Borrowers and the Parent will be
co-applicant upon all Offshore Facility Letters of Credit.

         4.11 Offshore Facility Participation Fee. Each Offshore Facility Lender
shall pay to the Agent for the benefit of the US Facility Lenders a fee (the
"Offshore Facility Participation Fee") on and in respect of the aggregate
outstanding amount of Offshore Facility Loans made by such Offshore Facility
Lender in an amount equal to (a) the difference between (i) the Applicable
Margin for Fixed Rate Loans and (ii) .25%, multiplied by (b) the amount of all
outstanding Offshore Facility Loan made by such Offshore Facility Lender;
provided, however, such Offshore Facility Participation Fee for any Offshore
Facility Loan shall not be payable during any period in which the Lenders shall
have funded their Participation in such Offshore Facility Loan. Such fees shall
be due and payable to the Agent in the Applicable Currency in which such


                                       49
<PAGE>

Offshore Rate Loans were made on the date of each payment of interest made by
the Offshore Facility Borrowers in accordance with Section 4.02(b) hereof. The
Agent shall pay the Offshore Facility Participation Fee to the US Facility
Lenders in the Applicable Currency based on their Applicable Commitment
Percentages promptly after receipt thereof. Such Offshore Facility Participation
Fee shall be calculated on the basis of a year of 365 days for Offshore Facility
Loan Participations denominated in British Pounds Sterling and 360 days for
Offshore Facility Loan Participations denominated in euro, in each case
calculated for the actual number of days elapsed. The Agent shall deliver to
each Lender a report on a monthly basis of the aggregate outstanding Offshore
Facility Loans at the end of each calendar month together with a schedule of any
repayments received.



                                       50
<PAGE>




                                    ARTICLE V

                            Changes in Circumstances

         5.01     Increased Cost and Reduced Return.

         (a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
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 Lender (or its
Applicable Lending Office) or the Issuing Bank, with any request or directive
(whether or not having the force of law) of any such Governmental Authority,
central bank, or comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office) or the Issuing Bank to any tax, duty, or other charge with
         respect to any Fixed Rate Loans, any Note, its obligation to make or to
         Participate in Fixed Rate Loans or Reimbursement Obligations, or its
         obligation to issue any Letter of Credit; or shall change the basis of
         taxation of any amounts payable to such Lender (or its Applicable
         Lending Office) or the Issuing Bank under this Agreement or any Note in
         respect of any Fixed Rate Loans, Letters of Credit or Reimbursement
         Obligations; provided that this clause (i) shall not apply to franchise
         taxes or other taxes imposed on or measured by the income of such
         Lender or Issuing Bank by any jurisdiction in which such Lender or
         Issuing Bank is organized or has an office;

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, compulsory loan, or similar requirement
         (other than the Applicable Reserve Requirement utilized in the
         determination of the Eurodollar Rate or the Offshore Rate) relating to
         any extensions of credit or other assets of, or any deposits with or
         other liabilities or commitments of, such Lender (or its Applicable
         Lending Office) or Issuing Bank including the Applicable Commitments
         and Letter of Credit Commitment of such Lender or Issuing Bank Issuer
         hereunder; or

                  (iii) shall impose on such Lender (or its Applicable Lending
         Office) or Issuing Bank or the London or applicable offshore interbank
         market any other condition affecting this Agreement or any Note or any
         of such extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) or Issuing Bank of making, Converting into,
Continuing, or maintaining or participating in any Fixed Rate Loan or
Reimbursement Obligation or issuing any Letter of Credit or to reduce any sum
received or receivable by such Lender (or its Applicable Lending Office) or
Issuing Bank under this Agreement or any Note with respect to any Fixed Rate
Loan, Reimbursement Obligation or Letter of Credit, then each Borrower in the
Facility or Facilities in which such Lender or Issuing Bank has made, or is


                                       51
<PAGE>

obligated to make, such Fixed Rate Loans or to participate in Reimbursement
Obligations or to issue such Letters of Credit to which such increased costs
relate shall pay to such Lender or Issuing Bank on demand such amount or amounts
as will compensate such Lender or Issuing Bank for such increased cost or
reduction. If any Lender or Issuing Bank requests compensation by any Borrower
under this Section 5.01(a), the applicable Borrower may, by notice to such
Lender or Issuing Bank (with a copy to the Agent), suspend the obligation of
such Lender to make or Continue Loans, or to Convert Loans of any other Type
into Loans of such Type, or the obligation of such Issuing Bank to issue Letters
of Credit of the Type with respect to which such compensation is requested,
until the event or condition giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.04 shall be applicable); provided
that such suspension shall not affect the right of such Lender or Issuing Bank
to receive the compensation so requested.

         (b) If, after the date hereof, any Lender or Issuing Bank shall have in
good faith reasonably determined that the adoption of any applicable law, rule,
or regulation regarding capital adequacy or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank, or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank, or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender, Issuing Bank, or any corporation controlling such
Lender or Issuing Bank as a consequence of such Lender's or Issuing Bank's
obligations hereunder to a level below that which such Lender or Issuing Bank or
such corporation could have achieved but for such adoption, change, request, or
directive (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand each Applicable Borrower in any
Facility in which such Lender or Issuing Bank has made or is obligated to make
Loans, or has issued or is obligated to issue Letters of Credit, shall pay to
such Lender or Issuing Bank such additional amount or amounts as will compensate
such Lender or Issuing Bank for such reduction.

         (c) Each Lender shall promptly notify the Borrowers and the Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender or Issuing Bank to compensation pursuant to this Section
5.01 and will designate a different Applicable 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 Lender or Issuing Bank, be otherwise
materially disadvantageous to it. Any Lender claiming compensation under this
Section 5.01 shall furnish to the Borrowers and the Agent a statement setting
forth the additional amount or amounts to be paid to it hereunder which shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender or Issuing Bank may use any reasonable averaging and attribution methods.

         5.02 Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Fixed Rate Loan:

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<PAGE>

         (a) the Agent reasonably determines (which determination shall be
conclusive absent manifest error) that by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate or Offshore Rate, as the case may be, for such Interest Period;
or

         (b) the Agent reasonably determines (which determination shall be
conclusive absent manifest error) that (i) the Eurodollar Rate will not
adequately and fairly reflect the cost to the Lenders in such Facility of
funding Fixed Rate Loans for such Interest Period or (ii) that the Offshore Rate
does not represent, in the case of any Offshore Facility Lender, the effective
cost to such Offshore Facility Lender for deposits in the Applicable Currency of
comparable amounts for the applicable Interest Period;

then the Agent shall give the Applicable Borrowers prompt notice thereof
specifying the relevant Type of Loans and the relevant amounts or periods, and
so long as such condition remains in effect, the Applicable Lenders in such
Facility or Facilities shall be under no obligation to make additional Loans of
such Type, Continue Loans of such Type, or to Convert Loans of any other Type
into Loans of such Type and the Applicable Borrower shall, on the last day(s) of
the then current Interest Period(s) for the outstanding Loans of the affected
Type, either repay such Loans or Convert such Loans into another Type of Loan in
accordance with the terms of this Agreement.

         5.03 Illegality. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund any Fixed Rate Loans hereunder, then such
Lender shall promptly notify the Applicable Borrowers in the Facility or
Facilities in which such Lender has made or is obligated to make such Fixed Rate
Loans and such Lender's obligation to make or Continue any Fixed Rate Loans and
to Convert other Types of Loans into such Fixed Rate Loans shall be suspended
until such time as such Lender may again make, maintain, and fund such Fixed
Rate Loans (in which case the provisions of Section 5.04 shall be applicable).

         5.04 Treatment of Affected Loans. If the obligation of any Lender to
make a particular Type of Fixed Rate Loan or to Continue, or to Convert Loans of
any other Type into, Loans of a particular Type shall be suspended pursuant to
Section 5.01 or 5.03 hereof (Loans of such Type being herein called "Affected
Loans" and such Type being herein called the "Affected Type"), such Lender's
Affected Loans shall be automatically Converted into, in the case of the US
Facility, a Base Rate Loan applicable to the Facility in which the Affected
Loans were made or, in the case of the Offshore Facility, a Offshore Facility
Alternative Rate Loan (each referred to as "Substitute Base Rate Loans") on the
last day(s) of the then current Interest Period(s) for Affected Loans (or, in
the case of a Conversion required by Section 5.03 hereof, on such earlier date
as such Lender may specify to the Applicable Borrower with a copy to the Agent)
and, unless and until such Lender gives notice as provided below that the
circumstances specified in Section 5.01 or 5.03 hereof that gave rise to such
Conversion no longer exist:

         (a) to the extent that such Lender's Affected Loans have been so
Converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Affected Loans shall be applied instead to its
Substitute Base Rate Loans; and

                                       53
<PAGE>

         (b) all Loans that would otherwise be made or Continued by such Lender
as Loans of the Affected Type shall be made or Continued instead as Substitute
Base Rate Loans, and all Loans of such Lender that would otherwise be Converted
into Loans of the Affected Type shall be Converted instead into (or shall remain
as) Substitute Base Rate Loans.

If such Lender gives notice to the Applicable Borrowers (with a copy to the
Agent) that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Lender's Affected Loans pursuant to this Section
5.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the Affected Type made
by other Lenders are outstanding, such Lender's Substitute Base Rate Loans shall
be automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Loans of the Affected Type, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders
holding Loans of the Affected Type and by such Lender are held pro rata (as to
principal amounts, Types, and Interest Periods) in accordance with their
respective Applicable Commitment Percentage applicable to the Facility or
Facilities in which the Affected Loans were made.

         5.05 Compensation. Upon the request of any Lender, each Applicable
Borrower in any Facility in which such Lender has made or is obligated to make
Loans shall pay to such Lender such amount or amounts as shall be sufficient (in
the reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

         (a) any payment, prepayment, or Conversion of a Fixed Rate Loan for any
reason (including, without limitation, the acceleration of the Loans pursuant to
Section 10.01) on a date other than the last day of the Interest Period for such
Loan; or

         (b) any failure by the Applicable Borrower for any reason (including,
without limitation, the failure of any condition precedent specified in Article
VI to be satisfied) to borrow, Convert, Continue, or prepay a Fixed Rate Loan on
the date for such borrowing, Conversion, Continuation, or prepayment specified
in the relevant notice of borrowing, prepayment, Continuation, or Conversion
under this Agreement.

         5.06     Taxes.

         (a) Any and all payments by any Borrower to any Lender, Issuing Bank or
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for, any Taxes. In addition, each
Borrower shall pay all Other Taxes.

         (b) If any Borrower shall be required by law to deduct or withhold any
Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Lender, Issuing Bank or Agent, then:

                  (i) the sum payable shall be increased as necessary so that,
         after making all required deductions and withholdings (including


                                       54
<PAGE>

         deductions and withholdings applicable to additional sums payable under
         this Section 5.06), such Lender, Issuing Bank or Agent, as the case may
         be, receives and retains an amount equal to the sum it would have
         received and retained had no such deductions or withholdings been made;

                  (ii) such Borrower shall make such deductions and
         withholdings;

                  (iii) such Borrower shall pay the full amount deducted or
         withheld to the relevant taxing authority or other authority in
         accordance with applicable law; and

                  (iv) such Borrower shall also pay to such Lender, Issuing
         Bank, or the Agent for the account of such Lender, Issuing Bank or
         Agent at the time interest is paid, Further Taxes in the amount
         necessary to preserve the after-tax yield the Lender, Issuing Bank or
         the Agent would have received if such Taxes, Other Taxes or Further
         Taxes had not been imposed.

         (c) Each US Facility Borrower jointly and severally agrees to indemnify
and hold harmless each Lender, Issuing Bank and the Agent for the full amount of
(i) Taxes, (ii) Other Taxes, and (iii) Further Taxes in the amount necessary to
preserve the after-tax yield the Lender, Issuing Bank or the Agent would have
received if such Taxes, Other Taxes or Further Taxes had not been imposed, and
any liability (including penalties, interest, additions to tax and expenses)
arising therefrom or with respect thereto. Each Offshore Facility Borrower
individually agrees to indemnify and hold harmless each Lender, Issuing Bank and
the Agent for the full amount of (i) Taxes, (ii) Other Taxes, and (iii) Further
Taxes imposed in connection with the Offshore Facility Loans made to (or
payments with respect thereto by) that Offshore Facility Borrower in the amount
necessary to preserve the after-tax yield the Lender, Issuing Bank or the Agent
would have received if such Taxes, Other Taxes or Further Taxes had not been
imposed, and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto. Payment under this
indemnification shall be made within 30 days after the date the applicable
Lender, Issuing Bank or the Agent makes written demand therefor.

         (d) Within 30 days after the date of any payment to a Governmental
Authority by the applicable Borrower of Taxes, Other Taxes or Further Taxes,
such Borrower shall furnish to each Applicable Lender, Issuing Bank or the Agent
the original or a certified copy of a receipt evidencing payment thereof, or
other evidence of payment satisfactory to such Lender, Issuing Bank or the
Agent.

         (e) If any Borrower is required to pay any amount to any Lender or
Agent pursuant to subsection (b) or (c) of this Section 5.06, then such Lender
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Applicable Lending Office so as to eliminate
any such additional payment by such Borrower which may thereafter accrue, if
such change in the judgment of such Lender is not otherwise materially
disadvantageous to such Lender.

         (f) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a US Facility Lender in the case of

                                       55
<PAGE>

each other Lender, and from time to time thereafter if requested in writing by
any US Facility Borrower or the Agent (but only so long as such Lender remains
lawfully able to do so), shall provide the Parent and the Agent with (i)
Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which eliminates withholding tax on payments of interest or certifying
that the income receivable pursuant to this Agreement is effectively connected
with the conduct of a trade or business in the United States, (ii) Internal
Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Lender is entitled to an exemption from tax on payments pursuant to this
Agreement or any of the other Loan Documents.

         (g) Each Offshore Facility Lender shall deliver to the appropriate
Person such application forms, certificates, documents or other evidence as may
be required from time to time, properly completed and duly executed, to enable
the Offshore Facility Borrowers to be able to pay interest on the Offshore
Facility Loans denominated in British Pounds Sterling or euro without
withholding or deduction for or on account of any income tax of any Applicable
Country.

         (h) For any period with respect to which a Lender has failed to provide
the Parent and the Agent with the appropriate form pursuant to Section 5.06(f)
or (g), as applicable (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 5.06(a), (b), or (c) with respect to Taxes; provided, however,
that should a Lender, which is otherwise exempt from or subject to a reduced
rate of withholding tax, become subject to Taxes because of its failure to
deliver a form required hereunder, each Applicable Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

         (i) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of each Borrower contained in
this Section 5.06 shall survive the occurrence of the Facility Repayment Date.

         5.07 Replacement Lender. In the event any Lender seeks additional
compensation pursuant to this Article V or is restricted from making any Fixed
Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or
Event of Default shall have occurred and be continuing and the Parent has
obtained a commitment from another Lender or an Eligible Assignee to become a
Lender for all purposes hereunder, the Parent may cause such Restricted Lender
to be replaced by, and to assign all its Loans, Applicable Participations and
other Obligations owing thereto pursuant to Section 12.01 to, such other Lender
or an Eligible Assignee reasonably acceptable to the Agent which is not
similarly restricted and will not seek such additional compensation. Such
Restricted Lender agrees to execute and to deliver to the Agent of each Facility
in which such Restricted Lender has made or was obligated to make Loans an
Assignment and Acceptance with such replacement Lender as provided in Section


                                       56
<PAGE>

12.01 hereof upon payment at par of all principal, interest, fees and other
amounts owing under this Agreement to such Restricted Lender. The Parent shall
pay to the Agent the processing fee required by Section 12.01(a)(iv) in
connection with such assignment.

         5.08 Funding. In the event any Borrower elects to obtain any Offshore
Facility Loans as Fixed Rate Loans, or elects to Continue any Fixed Rate Loans,
any Offshore Facility Lender may, if it so elects, fulfill its obligation to
make or Continue any portion of the principal amount of any Offshore Facility
Loan as, a Fixed Rate Loan in accordance with any election made by such Offshore
Facility Borrower by causing a foreign branch or affiliate of such Offshore
Facility Lender or an international banking facility created by such Offshore
Facility Lender to make such Fixed Rate Loan; provided, that in such event such
Fixed Rate Loan shall be deemed to have been made by such Lender, and the
obligation of the Applicable Borrower to repay such Fixed Rate Loan shall
nevertheless be to such Offshore Facility Lender and shall be deemed to be held
by such Offshore Facility Lender, to the extent of such Fixed Rate Loan, for the
account of such foreign branch, affiliate or international banking facility. In
addition, the Offshore Facility Borrowers hereby consent and agree that, for
purposes of any determination to be made for purposes of this Agreement
(including Sections 5.01, 5.02, 5.03 and 5.04), it shall be conclusively assumed
that each Offshore Facility Lender elected to fund all Fixed Rate Loans by
purchasing deposits in the Applicable Currency in its eurocurrency office's
interbank eurocurrency market.

         5.09 Economic and Monetary Union in the European Community. The Agent
may from time to time further modify the terms of, and practices contemplated
by, this Agreement with respect to the euro to the extent the Agent determines,
in its reasonable discretion, that such modifications are necessary or
convenient to reflect new laws, regulations, customs or practices developed in
connection with the euro. The Agent may effect such modifications, and this
Agreement shall be deemed so amended, without the consent of the Borrower or
Lenders to the extent such modifications are not materially disadvantageous to
the Borrower and the Lenders, upon notice thereto.

         5.10 Request For Compensation, etc. Any Lender requesting any type of
compensation, reimbursement, indemnity or other payment provided for in this
Article V (a) shall not make any such request to the extent such Lender does not
generally require such compensation, reimbursement, indemnity or other payment
from its customers generally and (b) shall have waived its rights referred to
such payment unless it shall have delivered written notice of any such request
to the Parent within 180 days of the date such Lender becomes aware of, or
should reasonably have become aware of, the event or circumstance giving rise to
such request, which notice shall describe and explain the basis for the request
and the calculation thereof.


                                       57
<PAGE>


                                   ARTICLE VI

                   Conditions to Closing and to Making Loans,
                          and Issuing Letters of Credit

         6.01 Conditions of Closing. The effectiveness of this Agreement is
subject to the following conditions precedent:

         (a) The Agent shall have received, on the Closing Date in form and
substance satisfactory to the Agent and the Lenders the following:

                  (i) executed originals of each of this Agreement, each Note
         requested by any Lender, the Guaranty and the other Loan Documents,
         together with all schedules and exhibits thereto in form and substance
         satisfactory to the Agent and the Lenders;

                  (ii) the favorable written opinion of special U.S. counsel
         with respect to enforceability and internal counsel with respect to all
         other matters, substantially in the form of Exhibit F dated the Closing
         Date, addressed to the Agent and the Lenders and satisfactory to
         special counsel to the Agent;

                  (iii) resolutions of the board of directors (or of the
         appropriate committee thereof) of each of the US Facility Borrowers and
         the Guarantors certified by its secretary or assistant secretary as of
         the Closing Date, approving and adopting the Loan Documents to be
         executed by such Borrower or Guarantor, and authorizing the execution
         and delivery thereof; specimen signatures of officers of each Borrower
         and Guarantor executing the Loan Documents, certified by the Secretary
         or Assistant Secretary of such Borrower or Guarantor, as applicable,
         and with respect to each Offshore Facility Borrower comparable
         resolutions (or other corporate or equity holder action) and specimen
         signatures customary in the jurisdiction of organization of such
         Borrower for entering into transactions of the type contemplated
         hereby;

                  (iv) copies of the Organizational Documents and Operating
         Documents of each US Facility Borrower and each Guarantor certified as
         true and correct by the secretary or assistant secretary of each US
         Facility Borrower or Guarantor, as applicable, and, with respect to
         each Offshore Facility Borrower, comparable organizational and
         operating documents for the jurisdiction of organization of such
         Borrower certified by an appropriate officer of such Borrower;

                  (v) certificates issued as of a recent date by the Secretary
         of State or comparable official of the jurisdiction of the formation of
         each of the US Facility Borrowers and each Guarantor as to the
         corporate good standing of such Borrower or Guarantor, as applicable,
         therein, and, with respect to the Offshore Facility Borrowers,
         comparable evidence of legal existence of such Borrower to the extent
         available in the jurisdiction of organization of such Borrower;


                                       58
<PAGE>

                  (vi) all fees, including all commitment fees, payable by the
         Borrowers on the Closing Date to the Agent or the Lenders;

                  (vii) financial statements of the Borrower and its
         Subsidiaries required to be delivered pursuant to Section 7.04(a)(i)
         hereof;

                  (viii) a certificate of an Authorized Representative of the
         Parent reasonably satisfactory to the Agent and the Lenders as to the
         matters set forth in Section 6.01(b)(ii) through (iv) and 6.01(c)(i);

                  (ix) Payoff Letter relating to the Existing Credit Agreement
         from First Union National Bank together with evidence of return of all
         stock certificates evidencing share of capital stock pledged in
         connection therewith; and

                  (x) such other documents, instruments, certificates and
         opinions as any Agent or any Lender may reasonably request on or prior
         to the Closing Date in connection with the consummation of the
         transactions contemplated hereby.

         (b)      Each of the following shall have occurred or be true:

                  (i)  The Agent shall have completed all due diligence with
         respect to the Parent and its Subsidiaries in scope and determination
         satisfactory to the Agent in its sole discretion;

                  (ii) There shall not be any action, suit, investigation or
         proceeding pending or threatened in any court or before any arbitrator
         or governmental instrumentality that (a) purports to affect the
         transactions contemplated hereby, (b) would reasonably be expected to
         have a material adverse effect on the business, operations or condition
         (financial or otherwise) of the Parent and its Subsidiaries taken as a
         whole or (c) would reasonably be expected to have a material adverse
         effect on the ability of the Loan Parties to perform their respective
         obligations hereunder or under the other Loan Documents;

                  (iii) The Parent and its Subsidiaries shall be in compliance
         with all existing financial and material contractual obligations before
         and immediately after giving effect to the financings and other
         transactions contemplated hereby;

                  (iv) The Parent and its Subsidiaries shall have received all
         government, shareholder and third-party approvals, consents and
         waivers, and shall have made or given all necessary filings and
         notices, as shall be required to consummate the transactions
         contemplated hereby without the occurrence of any default under,
         conflict with or violation of (A) any applicable law, rule, regulation,
         order or decree of any court or other Governmental Authority or
         arbitral authority, (B) any Organizational Document or Operating
         Documents of the Parent or any Subsidiary or (C) any agreement,
         document or instrument to which any of the Parent or any Subsidiary is
         a party or by which any of them or their properties is bound, if such
         default, conflict or violation would reasonably be expected to result
         in a material adverse effect on the business, operations or condition

                                       59
<PAGE>

         (financial or otherwise) of the Parent and its Subsidiaries taken as a
         whole; and all applicable waiting periods shall have expired without
         any action being taken or threatened in writing by any authority that
         could restrain, prevent or impose any material adverse conditions on
         the making of any Loan or other transactions contemplated hereby, and
         no law or regulation shall be applicable which would reasonably be
         expected to have a Material Adverse Effect; and

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

                  (i) There shall not have occurred a material adverse change in
         the business, operations or condition (financial or otherwise) of the
         Parent and its Subsidiaries taken as a whole since March 31, 2001; and

                  (ii) Since May 9, 2001, there shall not have occurred and be
         continuing a material adverse change in the market for syndicated
         credit facilities similar in nature to the Facilities or a material
         disruption of, or a material adverse change in, financial, banking or
         capital market conditions, in each case as determined by the Agent in
         its reasonable discretion.

         6.02 Conditions of Loans, Letters of Credit. The obligations of the
Lenders to make any Advances and of the Issuing Bank to issue (or renew) Letters
of Credit on or subsequent to the Closing Date are subject to the satisfaction
of the following conditions:

         (a) in the case of each Advance, the Agent shall have received a
Borrowing Notice if required hereby;

         (b) the representations and warranties of the Borrowers set forth in
Article VII hereof and in each of the other Loan Documents shall be true and
correct on and as of the date of such Advance or Letter of Credit, with the same
effect as though such representations and warranties had been made on and as of
such date, except to the extent that such representations and warranties
expressly relate to the Closing Date or other earlier date and except that the
financial statements referred to in Section 7.04(a)(ii) shall be deemed to be
those financial statements most recently delivered to the Agent and the Lenders
pursuant to Section 8.08(a) or (b) hereof;

         (c) at the time of each such Advance or the issuance or renewal of a
Letter of Credit, no Default or Event of Default shall have occurred and be
continuing;

         (d) immediately after giving effect to a US Facility Advance or the
issuance or renewal of a Letter of Credit, the Total Outstandings shall not
exceed the Total Commitment;

         (e) immediately after giving effect to an Offshore Facility Advance,
(i) the Offshore Facility Outstandings shall not exceed the Offshore Facility
Commitment and (ii) Total Outstandings shall not exceed the Total Commitment;

         (f) in the case of the issuance of a US Letter of Credit, the
applicable US Facility Borrower shall have executed and delivered to the Issuing

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<PAGE>

Bank an Application and Agreement for Letter of Credit in form and content
acceptable to the Issuing Bank together with such other instruments and
documents as it shall reasonably request, and in the case of the issuance of an
Offshore Letter of Credit, the applicable Offshore Facility Borrower shall have
executed and delivered to the Issuing Bank an Application and Agreement for
Letter of Credit, together with such other instruments and documents as it shall
reasonably request.

         (g) immediately after giving effect to the issuance of a Letter of
Credit or renewal thereof, the aggregate US Dollar Equivalent Amount of all
outstanding Participations in Letters of Credit and Reimbursement Obligations
arising from Letters of Credit (or in the case of the Issuing Bank, its
remaining interest after deduction of all Participations in Letters of Credit
and Reimbursement Obligations arising from Letters of Credit of other Lenders)
for each Lender and in the aggregate shall not exceed, respectively, (X) such
Lender's Letter of Credit Commitment or (Y) the Total Letter of Credit
Commitment;

Each request for a borrowing, Continuation or Conversion of Loans or the
issuance or renewal of a Letter of Credit shall constitute a representation and
warranty by the Borrowers that the conditions set forth in clauses (b) and (c)
above have been satisfied as of the date thereof and that as of the date of such
Advance or issuance or renewal of a Letter of Credit there has not been any
material adverse change in the business, operations or condition (financial or
otherwise) of the Parent and its Subsidiaries taken as a whole since the date of
the financial statements most recently delivered to the Agent and the Lenders
pursuant to Section 8.08(a) or (b) hereof.


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                                   ARTICLE VII

                         Representations and Warranties

         Each Borrower represents and warrants to and in favor of the Agent and
each Lender with respect to itself and to its Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein, the making of Loans and the issuances of the Letters of
Credit) that:

         7.01. Incorporation, Good Standing, and Due Qualification. Each
Borrower and each Guarantor is a corporation, partnership, limited partnership,
limited liability company or other legal business entity duly incorporated or
organized as the case may be, validly existing, and in good standing under the
laws of the jurisdiction of its formation; has the corporate power and authority
to own its assets and to transact the business in which it is now engaged or
proposed to be engaged in; and is duly qualified as a foreign corporation or
company and in good standing under the laws of each other jurisdiction in which
such qualification is required and in which the failure to so qualify would have
a material adverse effect on the Parent, the Borrower and each of the Guarantors
taken as a whole.

         7.02. Corporate Power and Authority. The execution, delivery, and
performance by each Loan Party of the Loan Documents to which each is a party
have been duly authorized by all necessary Organizational Action and do not and
will not (a) require any consent or approval of the shareholders or members of
such corporation or company; (b) contravene such Loan Party's Organizational
Documents or Operating Documents; (c) violate any provision of any law, rule,
regulation (including, without limitation, Regulation U of the Board of
Governors of the Federal Reserve System), order writ, judgment, injunction,
decree, determination, or award presently in effect having applicability to such
corporation or company; (d) result in a breach of or constitute a default under
any indenture or loan or credit agreement or any other material agreement,
lease, or instrument to which such corporation or company is a party or by which
it or its properties may be bound or affected; (e) result in, or require, the
creation or imposition of any Lien, upon or with respect to any of the
properties now owned or hereafter acquired by such corporation or company except
as contemplated, by this Agreement; or (f) cause such corporation or company to
be in default under any such law, rule, regulation, order, writ, judgment,
injunction, decree, determination, or award or any such indenture, agreement,
lease, or instrument.

         7.03. Legally Enforceable Agreement. This Agreement and each of the
other Loan Documents have been duly and validly executed by each Borrower and
each Guarantor, as the case may be, and delivered to the Agent, and constitute
the legal, valid, and binding obligations of the Parent, each Borrower and each
Guarantor, as the case may be, enforceable against the Parent, each Borrower and
each Guarantor, as the case may be, in accordance with their respective terms,
except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency, and other similar laws affecting creditor's rights
generally.

         7.04.    Financial Statements; Adverse Changes.

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         (a)      Except as set forth on Schedule 7.04, as to the Parent and
         each of its Subsidiaries:

                  (i) The Parent's consolidated balance sheet as of December 31,
         2000 and the related consolidated statements of income and retained
         earnings and cash flows for the fiscal year then ended, and the
         accompanying footnotes, together with the opinion thereon of KPMG LLP,
         independent certified public accountants, and the Parent's
         consolidating balance sheet as of December 31, 2000, and the related
         consolidating statements of income and retained earnings and cash flows
         for the year then ended as prepared by the Parent, and the Parent's
         interim consolidated and consolidating balance sheet as of March 31,
         2001, and the related consolidated and consolidating statements of
         income and retained earnings and cash flows for the three-month period
         then ended, copies of which have been furnished to the Bank, fairly
         present in all material respects their financial condition as at such
         dates and the results of their operations for the periods covered by
         such statements, all in accordance with GAAP (subject to year-end
         adjustments and the absence of footnotes in the case of the interim
         financial statements);

                  (ii) since the date of the last financial statement delivered
         under (i) above, there has been no material adverse change in
         consolidated condition (financial or otherwise), business, or
         operations, of the Parent and the Subsidiaries taken as a whole; and

                  (iii) there are no liabilities, fixed or contingent, which are
         material but are not reflected in the financial statements or in the
         notes thereto, other than liabilities arising in the ordinary course of
         business since the date of the last financial statement delivered under
         (i) above, or liabilities not required to be reflected on a balance
         sheet under GAAP.

         (b) No written information, exhibit, or report furnished by any
Borrower to the Agent or any Lender in connection with the negotiation of this
Agreement contained any material misstatement of fact or omitted to state a
material fact necessary to make the statement contained therein not materially
misleading, other than unknowing misstatements or omissions of facts the
occurrence of which could not reasonably have had a material adverse effect on
the credit decision of the Agent or the Lenders with regard to the Borrowers
taken as a whole; it being understood that each Borrower represents that
financial and other projections provided to the Agent and the Lenders were made
in good faith and based on assumptions believed by each Borrower to be
reasonable, but that no representation is made as to their ultimate accuracy.

         7.05. Labor Disputes and Acts of God. Except as set forth on Schedule
7.05, since December 31, 2000, neither the business nor the properties of any
Borrower, or any other Subsidiaries have been affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy, or other casualty
(whether or not covered by insurance) materially and adversely affecting the
business, properties or operations of the Borrowers and the Parent's other
Subsidiaries as a whole.

         7.06. Other Agreements. Neither the Parent nor any of its Subsidiaries
is a party to any indenture, loan, or credit agreement, or to any lease or other
agreement or instrument, or subject to any charter or corporate restriction
which might reasonably be expected to have a material adverse effect on the

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business, properties, assets, operations, or conditions, financial or otherwise,
of the Parent and its Subsidiaries as a whole, or the ability of the Borrowers
and the Guarantors as a whole to carry out their obligations under the Loan
Documents. None of the Borrowers nor any Subsidiary is in default in any respect
in the performance, observance, or fulfillment of any of the obligations,
covenants, or conditions contained in any agreement or instrument, which default
is material to the business of the Parent and its Subsidiaries taken as a whole.

         7.07. Litigation. Except as set forth on Schedule 7.07, there is no
pending or, to any Borrower's knowledge, threatened action or proceeding against
or affecting the Parent or any of its Subsidiaries before any court,
governmental agency, or arbitrator which could reasonably be expected to (a) in
any one case or in the aggregate, materially adversely affect the financial
condition, operations, properties, or business of the Parent and its
Subsidiaries taken as a whole, or (b) involve a significant risk of any legal
impediment to performance by Borrowers and the Guarantors as a whole of their
obligations under the Loan Documents.

         7.08. No Defaults on Outstanding Judgments or Orders. The Parent and
its Subsidiaries have satisfied all material monetary judgments against them and
neither the Parent nor any of its Subsidiaries are in default with respect to
any judgment, writ, injunction, decree, rule, or regulation of any court,
arbitrator, or federal, state, municipal, or other governmental authority,
commission, board, bureau, agency, or instrumentality, domestic or foreign which
could reasonably be expected to have a material adverse effect on the business,
operations or condition (financial or otherwise) of the Parent and its
Subsidiaries taken as a whole.

         7.09. Ownership and Liens. Except as set forth on Schedule 7.09 or in
the financial statements referred to in Section 7.04 as of the Closing Date, the
Parent and each of its Subsidiaries have title to, or valid leasehold interests
in, all of its properties and assets, real and personal, including the
properties and assets and leasehold interests reflected in the financial
statements referred to in Section 7.04 (other than any properties or assets
disposed of in the ordinary course of business), and none of the properties and
assets owned by the Parent, the Borrower or any of their Subsidiaries and none
of their leasehold interests is subject to any Lien, except such as may be
permitted pursuant to Sections 9.01 or 9.04 of this Agreement.

         7.10. Subsidiaries and Ownership of Stock. Set forth on Schedule 7.10
as of the Closing Date is a complete and accurate list of and an organization
chart showing all the direct and indirect Subsidiaries of the Parent, showing
the jurisdiction of incorporation of each and showing the percentage and manner
of ownership of the outstanding stock of each Subsidiary. To the Borrowers'
knowledge, all of the outstanding capital stock of each Subsidiary has been
validly issued, is fully paid and nonassessable, and such stock is owned free
and clear of all Liens except those permitted by Section 9.01.

         7.11. ERISA. Each Employee Benefit Plan is in compliance in all
respects with all applicable provisions of ERISA. Except as set forth on
Schedule 7.11 hereto, neither a Reportable Event nor a Prohibited Transaction
has occurred and is continuing with respect to any Pension Plan; no notice of
intent to terminate a Pension Plan has been filed nor has any Pension Plan been
terminated under circumstances which could result in any material liability to
the PBGC; no circumstances exist which constitute grounds under Section 4042 of
ERISA entitling the PBGC to institute proceedings to terminate, or appoint a
trustee to administrate, a Pension Plan, nor has the PBGC instituted any such

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proceedings; except as previously disclosed to each Bank in writing, neither the
Parent nor any of its Pension Subsidiaries, nor any of their respective ERISA
Affiliates has, within the last six years, completely or partially withdrawn
under Sections 4201 or 4204 of ERISA from a Multiemployer Plan to the extent
ERISA applies to such Loan Party; the Parent, and each of its Subsidiaries and
each ERISA Affiliate have met their minimum funding requirements under ERISA
with respect to each Employee Benefit Plan and there is no accumulated funding
deficiency (as defined in Section 302 of ERISA) with respect to any Employee
Benefit Plan to which such standard applies; and neither the Parent, the other
Borrowers nor any ERISA Affiliate has incurred any liability to the PBGC under
ERISA (other than for payment of PBGC premiums). Notwithstanding the foregoing,
there shall not be deemed to be any breach of representation under this Section
7.11 unless the matters described herein cause a Material Adverse Effect.

         7.12. Operation of Business. Except as could not reasonably be expected
to have a Material Adverse Effect, (a) the Parent, and each of its Subsidiaries
possess all licenses, permits, franchises, patents, copyrights, trademarks, and
tradenames or rights thereto, necessary for the conduct of its business
substantially as now conducted and as presently proposed to be conducted, and
(b) neither the Parent nor any of its Subsidiaries are in violation of any valid
rights of others with respect to any of the foregoing.

         7.13. Taxes. The Parent and each of its Subsidiaries have filed all tax
returns (foreign, federal, state, and local) required to be filed and, except
for such amounts as are contested in good faith and for which adequate reserves
are established on its books and records, have paid all taxes, assessments, and
governmental charges and levies thereon to be due, including any applicable
interest and penalties. The United States federal income tax liability of the
Parent and each of its U.S. Subsidiaries has been audited by the Internal
Revenue Service or has been finally determined and satisfied for all taxable
years up to and including the taxable year ended December 31, 1998.

         7.14. Debt. The Parent and its Subsidiaries are not indebted under any
credit agreement, indenture, purchase agreement, guaranty, Capital Lease, or
other investment or agreement relating to Indebtedness for Money Borrowed except
as disclosed in the financial statements referred to in Section 7.04 or as set
forth on Schedule 7.14 hereto as of the Closing Date.

         7.15. Environmental Matters. To the best of the Parent's and each
Borrower's respective knowledge, except as set forth on Schedule 7.15 hereto,
and except for such matters as could not reasonably be expected to have a
Material Adverse Effect, no real property owned or leased by the Parent or any
of their Subsidiaries is in violation of any applicable Environmental Laws, no
Hazardous Materials are present on said real property except in accordance with
applicable law and neither the Parent nor any of its Subsidiaries has been
identified in any litigation, administrative proceedings or investigation as a
responsible party for any liability under any Environmental Laws.

         7.16. Other Laws. Except as otherwise specifically disclosed in this
Article VII or on any Schedule referred to herein or except as could not
reasonably be expected to have a Material Adverse Effect, the Parent and each of
its Subsidiaries are in compliance with all laws, rules, regulations and orders
applicable to them or any of their property.


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<PAGE>

         7.17 No Untrue Statement. Neither (a) this Agreement or any other Loan
Document or certificate or document executed and delivered by or on behalf of
the Parent or any Subsidiary in accordance with or pursuant to any Loan Document
nor (b) any written statement provided to the Agent in connection with the
negotiation or preparation of the Loan Documents contains any misrepresentation
or untrue statement of material fact or omits to state a material fact
necessary, in light of the circumstance under which it was made, in order to
make any such warranty, representation or statement contained therein not
misleading.

         7.18. Margin Stock . The proceeds of the borrowings made hereunder will
be used by the Borrowers only for the purposes expressly authorized herein. None
of such proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry
margin stock or for any other purpose which violates or which would be
inconsistent with Regulation U (12 CFR Part 221) or Regulation X (12 CFR Part
224) of the Board. Neither the Borrower nor any agent acting in its behalf has
taken or will take any action which might cause this Agreement or any of the
documents or instruments delivered pursuant hereto to violate any regulation of
the Board or to violate the Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, or any state securities laws, in each case
as in effect on the date hereof.

         7.19. Regulated Company. No Loan Party is (i) an "investment company,"
or an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act of
1940, as amended (15 U.S.C. ss. 80a-1, et seq.) or (ii) a "holding company" or a
"subsidiary company" or "affiliate" of a "holding company" as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended. The
application of the proceeds of the Loans and repayment thereof by the Borrowers
and the performance by the Borrowers and the other Loan Parties of the
transactions contemplated by the Loan Documents will not violate any provision
of said Act, or any rule, regulation or order issued by the Securities and
Exchange Commission thereunder, in each case as in effect on the date hereof.


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                                  ARTICLE VIII

                              Affirmative Covenants

         Until the Facility Repayment Date, unless the Required Lenders shall
otherwise consent in writing, the Parent will and will cause each Subsidiary to:

         8.01. Maintenance of Existence. (a) Preserve and maintain (i) its
Organizational Documents and Operating Documents or equivalent documents and,
with respect to each Loan Party only, in the forms delivered to the Agent on or
prior to the date hereof, except for such changes or amendments as would not be
materially adverse to the Lenders, (ii) each business segment which generated
gross revenues in excess of $5,000,000 during any calendar year since 1999; and
(iii) its corporate or other legal existence and good standing in the
jurisdiction of its incorporation or organization, and (b) qualify and remain
qualified, as a foreign corporation in each jurisdiction referred to in Section
7.01; provided that this Section 8.01 shall not apply to any action permitted
under Sections 9.03, 9.05, 9.06, 9.07, 9.10 or 9.11.

         8.02. Maintenance of Records. Keep accurate records and books of
account, in which complete entries will be made in accordance with GAAP,
reflecting all material financial transactions of the Parent and each of its
Subsidiaries.

         8.03. Maintenance of Properties. Maintain and preserve all of its
material properties (tangible and intangible) necessary or useful in the proper
conduct of its business in good working order and condition, casualty covered by
insurance and ordinary wear and tear excepted.

         8.04. Conduct of Business; Permits and Approvals; Compliance with Laws.
Continue to engage in a business of the same general type as conducted by it on
the date of this Agreement; maintain, and cause each such Subsidiary to
maintain, in full force and effect, its material franchises, and all material
licenses, patents, trademarks, tradenames, contracts, permits, approvals and
other rights necessary to the profitable conduct of its business; and comply in
all material respects with all applicable laws, rules, regulations, and orders
of any governmental agency.

         8.05. Maintenance of Insurance. Maintain insurance with financially
sound and reputable insurance companies or associations in such amounts and
covering such risks as are usually carried by companies engaged in the same or a
similar business and similarly situated, which insurance may provide for
reasonable deductibility from coverage thereof.

         8.06. Payment of Debt; Payment of Taxes; Etc. Promptly pay and
discharge:

                  (a) all of its Debt in accordance with the terms thereof;

                  (b) all taxes, assessments, and governmental charges or levies
         imposed upon it or upon its income or profits, upon any of its
         property, real, personal or mixed, or upon any part thereof, before the
         same shall become in default;

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                  (c) all claims for labor, materials and supplies or otherwise
         not being actively contested in good faith, which if unpaid, might
         become a Lien upon such property or any part thereof;

provided, however, that the Loan Parties shall not be required to pay and
discharge (or to cause any Subsidiary to pay and discharge) any such Debt, tax,
assessment, charge, levy or claim so long as the failure to so pay or discharge
does not constitute or result in a Default under Section 10.01(e) or (i) and so
long as no foreclosure or other similar proceedings shall have been commenced
against such property or any part thereof and so long as the validity thereof
shall be contested in good faith by appropriate proceedings diligently pursued
and it shall have set aside on its books adequate reserves with respect thereto
to the extent required by GAAP.

         8.07. Right of Inspection. At any reasonable time and from time to
time, upon prior notice, permit the Agent or any agent or representative of the
Agent to examine and make copies of and abstracts (with respect to financial
information) from the records and books of account of, and visit the properties
of, the Parent, the other Borrowers or any of their respective Subsidiaries, and
to discuss the affairs, finances, and accounts of the Parent, and its
Subsidiaries with any of their officers and directors and the Parent's
independent accountants. Such discussions with the independent accountants
shall, if no Default or Event of Default has occurred, be in the presence of the
Parent's Officers, be at the expense of the Agent unless the Agent reasonably
determines that such discussions are necessary for the analysis or
interpretation of the financial statements for the purpose of determining
whether the Parent, the other Borrowers and/or the Guarantors are in compliance
with the Loan Documents or assessing the significance of a Default or possible
Default.

         8.08.    Reporting Requirements.  Furnish to the Agent:

                  (a) As soon as available and in any event within 45 days after
         the end of each of the first three quarters of each fiscal year of the
         Parent, consolidated and consolidating balance sheets of the Parent and
         its Subsidiaries as of the end of such quarter, consolidated and
         consolidating statements of income and retained earnings of the Parent
         and its Subsidiaries for the period commencing at the end of the
         previous fiscal year and ending with the end of such quarter, and a
         consolidated and consolidating statement of cash flows of the Parent
         and its Subsidiaries for the portion of the fiscal year ended with the
         last day of such quarter, all in reasonable detail and stating in
         comparative form the respective consolidated and consolidating figures
         for the corresponding date and period in the previous fiscal year and
         all prepared in accordance with GAAP (except for the absence of
         footnotes and subject to year-end adjustments) and certified by the
         chief financial officer, chief executive officer or treasurer of the
         Parent, it being understood that the aforesaid consolidated financial
         statements may be provided in the form of a copy of the Parent Form
         10-Q as filed with the SEC; the consolidating statements required by
         this Subsection and Subsection (b) below shall be in approximately the
         same form as those in existence on the date hereof and described in
         Section 7.04;

                  (b) As soon as available and in any event within 90 days after
         the end of each fiscal year of the Parent, (i) a consolidated and
         consolidating balance sheet of the Parent and Subsidiaries as of the

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         end of such fiscal year, a consolidated and consolidating statement of
         income and retained earnings of the Parent and Subsidiaries for such
         fiscal year, and a consolidated and consolidating statement of cash
         flow of the Parent and Subsidiaries for such fiscal year, all in
         reasonable detail and stating in comparative form the respective
         consolidated and consolidating figures for the corresponding date and
         period in the prior fiscal year and all prepared in accordance with
         GAAP and as to the consolidated statements accompanied by an
         unqualified opinion thereon by KPMG LLP or other independent
         accountants selected by the Parent and reasonably acceptable to the
         Agent (which opinion shall state that the consolidated statements were
         prepared in accordance with GAAP, and that the audit was conducted in
         accordance with generally accepted auditing standards), and it is
         understood that the aforesaid consolidated financial statements and
         required footnotes may be provided as part of the Parent's Form 10-K as
         properly and completely filed with the SEC; and (ii) the consolidating
         financial worksheets (income statements, balance sheets and if
         available, statements of cash flows) used by the Parent in the
         preparation of its consolidated financial statements referenced above
         in this subsection and separate audited statutory financial statements
         for any active Material Subsidiary organized under the laws of the
         Peoples Republic of China;

                  (c) Promptly after review by the Audit Committee, copies of
         any material management letter or other written reports of a material
         nature submitted to the Parent or any Subsidiary by independent
         certified public accountants in connection with examination of the
         financial statements of the Parent and its Subsidiaries made by such
         accountants;

                  (d) Concurrently with each set of financial statements to be
         furnished under Section 8.08(a) and (b), a certificate executed by the
         chief executive officer, chief financial officer or treasurer of the
         Parent, in form satisfactory to the Agent, (i) certifying that to the
         best of such officer's knowledge no Default or Event of Default has
         occurred and is continuing or, if a Default or Event of Default has
         occurred and is continuing, a statement as to the nature thereof and
         the action which is proposed to be taken with respect thereto; and (ii)
         containing computations demonstrating compliance with the covenants
         contained in Section 9.15 in form acceptable to the Agent;

                  (e) Promptly after the commencement thereof, notice of all
         actions, suits, and proceedings before any court or governmental
         department, commission, board, bureau, agency, or instrumentality,
         domestic or foreign, naming the Parent or any of its Subsidiaries as a
         party which, if determined adversely to the Parent or such Subsidiary,
         could have a material adverse effect on the financial condition,
         properties, or operations of the Parent and its Subsidiaries as a
         whole;

                  (f) As soon as possible and in any event within five days
         after the occurrence of each Default or Event of Default, a written
         notice setting forth the details of such Default or Event of Default
         and the action which is proposed to be taken by the Borrower with
         respect thereto;

                  (g) As soon as possible and in any event within five days
         after an officer of the Parent or any ERISA Affiliate knows or has
         reason to know that any Reportable Event or Prohibited Transaction has

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         occurred with respect to any Plan or that the PBGC or the Parent, the
         other Borrowers or any of their ERISA Affiliates has instituted or will
         institute proceedings under Title IV of ERISA to terminate any Employee
         Benefit Plan, the Parent will deliver to the Agent a certificate of the
         treasurer, chief financial officer or chief executive officer of the
         Parent setting forth details as to such Reportable Event or Prohibited
         Transaction or Employee Benefit Plan termination and the action the
         Parent or the other Borrowers propose to take with respect thereto;

                  (h) Promptly after the sending or filing thereof, copies of
         all proxy statements, financial statements, and reports which the
         Parent, the Borrowers or any Subsidiary sends to its shareholders, and
         copies of all regular, periodic, and special reports, and all
         registration statements which the Parent, the Borrowers or any
         Subsidiary files with the SEC or any governmental authority which may
         be substituted therefor, or with any national securities exchange;

                  (i) As soon as possible and in any event within five days
         after an officer of the Parent, the Borrowers or any Subsidiary knows
         or has reason to know that the Parent, the Borrowers or any Subsidiary
         intends to discontinue any line of business generating gross revenues
         in excess of 10% of the Parent's consolidated net revenues,
         certificates of the chief financial officer, chief executive officer or
         treasurer of the Parent setting forth details as to such discontinuance
         and describing the effect of such discontinuance on the financial
         condition, properties and operations of the Parent and its
         Subsidiaries; and

                  (j) Promptly upon the reasonable request of the Agent, other
         information respecting the condition or operations, financial or
         otherwise, of the Parent, the Borrowers or any Subsidiary.

         8.09. New Subsidiaries. Simultaneously with the acquisition or creation
of any Material Domestic Subsidiary, or within thirty (30) days of an existing
Subsidiary becoming a Material Domestic Subsidiary, cause to be delivered to the
Agent (a) a Facility Guaranty executed by such Subsidiary substantially in the
form of Exhibit E and (b) each of the documents referred to in Section
6.01(a)(iii), (iv) and (v).

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                                   ARTICLE IX

                               Negative Covenants

         Until the Facility Repayment Date, unless the Required Lenders shall
otherwise consent in writing, the Parent will not, nor will it permit any
Subsidiary to:

         9.01. Liens. Create, incur, assume, or suffer to exist any Lien upon or
with respect to any of its properties, now owned or hereafter acquired, except:

                  (a) Liens for taxes or assessments or other government charges
         or levies if not yet due and payable or, if due and payable, if they
         are being contested in good faith by appropriate proceedings promptly
         initiated and diligently conducted and for which appropriate reserves
         are maintained and so long as no foreclosure, distraint, sale or other
         similar proceedings shall have been commenced with respect thereto;

                  (b) Liens imposed by law, such as mechanics', material men's,
         landlords', warehousemen's, and carriers' Liens, and other similar
         Liens, securing obligations incurred in the ordinary course of business
         which are not past due for more than thirty (30) days or which are
         being contested in good faith by appropriate proceedings promptly
         initiated and diligently conducted and for which appropriate reserves
         have been established and so long as no foreclosure, distraint, sale or
         other similar proceedings shall have been commenced with respect
         thereto;

                  (c) Liens under workers' compensation, unemployment insurance,
         Social Security, or similar legislation;

                  (d) Liens, deposits, or pledges to secure the performance of
         bids, tenders, contracts (other than contracts for the payment of
         money), leases (permitted under the terms of this Agreement), or public
         or statutory obligations; surety, indemnity, performance, or other
         similar bonds; or other similar obligations arising in the ordinary
         course of business;

                  (e) Judgment and other similar Liens arising in connection
         with court proceedings, provided the execution or other enforcement of
         such Liens is effectively stayed and the claims secured thereby are
         being actively contested in good faith and by appropriate proceedings
         promptly initiated and diligently conducted;

                  (f) Easements, rights-of-way, restrictions, and other similar
         encumbrances which, in the aggregate, do not materially interfere with
         the occupation, use, and enjoyment by the Parent or any Subsidiary of
         the property or assets encumbered thereby in the normal course of its
         business or materially impair the value of the property subject
         thereto;

                  (g) Liens securing obligations of a Subsidiary to the Parent
         or another Subsidiary;

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                  (h) Liens now or hereafter granted to suppliers of precious
         metals pursuant to leases, consignments or other arrangements entered
         into by the Parent or any Subsidiary in the ordinary course of
         business, provided such Liens attach only to the precious metals
         supplied;

                  (i) Purchase money security interests or other Liens on
         property acquired in the ordinary course of business by the Parent or
         any Subsidiary to secure the purchase price of such property, or
         indebtedness incurred solely to finance the acquisition of such
         property; provided that any obligations so secured shall not exceed the
         purchase price and the applicable Lien shall attach only to such
         purchased property;

                  (j) Liens disclosed on Schedule 7.09; and

                  (k) Other Liens securing obligations, other than Indebtedness
         for Money Borrowed, aggregating not more than $5,000,000 at any time
         and from time to time outstanding for the Parent and its Subsidiaries.

         9.02.    Debt.  Create, incur, assume, or suffer to exist any Debt,
except:

                  (a) Debt under this Agreement or the Notes;

                  (b) Debt or Debt commitments existing on the date hereof and
         disclosed pursuant to Section 7.14, or any refinancing or similar
         substitution therefor (but not an increase therein);

                  (c) Debt of the Parent or any Subsidiary subordinated on terms
         satisfactory to the Agent to the Borrower's obligations under this
         Agreement and the Notes;

                 (d) Debt of the Parent or any Subsidiary owing to the Parent or
         any wholly-owned Subsidiary;

                  (e) Accounts payable to trade creditors for goods or services
         incurred in the ordinary course of business;

                  (f) Other Debt not exceeding $50,000,000 in the aggregate for
         the Parent and its Subsidiaries, other than Tech Singapore, at any time
         and from time to time outstanding and other Debt not exceeding $500,000
         in the aggregate of Tech Singapore, at any time and from time to time
         outstanding; and

                  (g) any guaranty of Debt permitted under Section 9.09.

         9.03. Mergers, Etc. Merge or consolidate with any Person, except (a)
that any Subsidiary of the Parent that is not a Loan Party may merge or
consolidate with any other Subsidiary of the Parent which is not a Loan Party,
and (b) that any Subsidiary of the Parent, whether or not such Person is a Loan
Party, may merge or consolidate with any Subsidiary as long as the surviving
entity is or becomes a Loan Party, and (c) mergers involved in Permitted
Acquisitions.

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         9.04. Leases. Create, incur, assume, or suffer to exist any obligation
as lessee for the rental or hire of any real or personal property, except (a)
Capital Leases permitted by Section 9.02 (b) leases existing on the date of this
Agreement and any extensions or renewals thereof disclosed on Schedule 9.04; (c)
leases (other than Capital Leases) entered into by the Parent and its
Subsidiaries which do not in the aggregate require the Parent and its
Subsidiaries on a consolidated basis to make payments (including taxes,
insurance, maintenance, and similar expense which the Parent or any Subsidiary
is required to pay under the terms of any lease) in any fiscal year in excess of
$20,000,000; (d) leases among the Parent and its Subsidiaries; and (e) leases of
precious or semi-precious metals in the nature of consignment agreements for
inventory in the ordinary course of business.

         9.05. Sale and Leaseback. Sell, transfer, or otherwise dispose of any
material real or personal property to any Person and thereafter directly or
indirectly lease back the same or similar property (a "Sale and Leaseback
Transaction"), other than Sale and Leaseback Transactions of property with a
book value or fair market value, whichever is higher, of up to $1,000,000 in the
aggregate.

         9.06. Dividends and Distributions. Declare or pay any dividends or
allocate any sums therefor, or purchase or redeem any shares of its capital
stock or make any other distribution to shareholders other than (a) dividends
and distributions to shareholders of the Parent approved by its Board of
Directors from time to time, (b) dividends and distributions payable solely in
common stock of the Parent or any Subsidiary, (c) dividends made by any
Subsidiary to any other Subsidiary or the Parent, (d) purchases or other
acquisitions by the Parent or any Subsidiary of shares of its capital stock in
exchange for or out of the proceeds from a substantially concurrent issue of new
shares of its capital stock, and (e) so long as no Default or Event of Default
exists immediately prior thereto or would exist immediately thereafter,
purchases or redemptions of shares of the Parent's capital stock in amounts of
up to $50,000,000 in any calendar year, or $75,000,000 in the aggregate after
the date hereof.

         9.07. Sale of Assets. Sell, lease, assign, transfer, or otherwise
dispose of (including pursuant to any merger permitted under Section 9.03
hereof) any part of its assets, now owned or hereafter acquired (including,
without limitation, shares of stock and indebtedness owing from Subsidiaries,
receivables, and leasehold interests), other than (a) the sale of inventory in
the ordinary course of business by any Subsidiary; (b) the sale, lease,
assignment or other transfer of the Parent's or a Subsidiary's assets to another
Subsidiary or to the Parent (including liquidations and dissolutions); provided,
however, no sales, leases, assignments or other transfers of plant, property and
equipment with an aggregate book value in excess of $12,000,000 shall be
permitted by Domestic Subsidiaries to Foreign Subsidiaries; (c) the sale or
disposition by any Material Subsidiary of real or personal property which does
not constitute a material part of its assets in arm's length transactions for
fair consideration, (d) the sale or disposition by any Subsidiary that is not a
Material Subsidiary of real or personal property in arm's length transactions
for fair consideration and (e) Sale and Leaseback Transactions permitted under
Section 9.05.

         9.08. Investments. Make any loan or advance to any Person, or purchase
or otherwise acquire, any capital stock, assets, obligations, or other
securities of any Person, or make any capital contribution to, or otherwise
invest in or acquire any interest in any Person, except (a) direct obligations

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of the United States or any agency thereof with maturities of one year or less
from the date of acquisition; (b) commercial paper of a domestic issuer rated at
least "A-1" by Standard & Poor's Corporation or "P1" by Moody's Investors
Services, Inc.; (c) certificates of deposit with maturities of one year or less
from the date of acquisition issued by any commercial bank having capital and
surplus in excess of One Hundred Million Dollars ($100,000,000); (d) money
market funds rated at least A-1 by S&P or P-1 by Moody's which offer daily
purchase and redemption privileges; (e) stock or securities of the Parent or any
Subsidiary as reflected in Schedule 7.10; (f) loans or advances or capital
contributions to, or investments in, the Parent and any of its Subsidiaries; (g)
Permitted Acquisitions and (h) other loans, advances or investments in other
Persons in an aggregate amount of up to $10,000,000 in any Fiscal Year.

         9.09. Guaranties, Etc. Except as described on Schedule 9.09, assume,
guaranty, endorse, or otherwise be or become directly or contingently
responsible or liable (including, but not limited to, an agreement to purchase
any obligation, stock, assets, goods, or services, or to supply or advance any
funds, assets, goods, or services, or to maintain or cause such Person to
maintain a minimum working capital or net worth, or otherwise to assure the
creditors of any Person against loss) for obligations of any Person, except (a)
guaranties by endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business; (b) guaranties under
which the aggregate potential consolidated liabilities of the Parent cannot at
any one time exceed Twenty Million Dollars ($20,000,000), plus the guaranties
referred to in subsections (a) and (c) hereof; (c) guaranties for obligations of
any Subsidiary under any lease and/or consignment agreement relating to precious
or semi-precious metals to be consumed in the operations of such Subsidiary or
Subsidiaries in the ordinary course of business; and (d) guaranties of
obligations of the Parent or any Subsidiary which obligations are not in
violation of this Agreement.

         9.10. Transactions With Affiliates. Enter into any transaction,
including, without limitation, the purchase, sale, or exchange of property or
the rendering of any service, with any Affiliate, except in the ordinary course
of and pursuant to the reasonable requirements of the Parent's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Parent or such Subsidiary than would obtain in a comparable arm's length
transaction with a Person not an Affiliate.

         9.11. Stock of Subsidiary, Etc.

                  (a) Sell or otherwise dispose of (or permit the sale or other
         disposition of) any shares of capital stock of any Material Subsidiary,
         except in connection with a transaction permitted under Section 9.03,
         or to the Parent or another Subsidiary; or

                  (b) permit any Subsidiary to issue any additional shares of
         its capital stock, except director's qualifying shares, unless the
         Parent retains, directly or indirectly, at least 51% of the Voting
         Stock and 51% of the equity securities of such Subsidiary.

         9.12. Hazardous Materials; Indemnification. Use, generate, treat,
store, dispose of or otherwise introduce, any Hazardous Materials into or on any
real property owned or leased by any of them and will not, and will not permit
any Subsidiary to, cause, suffer allow or permit anyone else to do so, except in

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material compliance with applicable Environmental Laws. Each US Facility
Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the
Agent and its directors, officers, agents and employees ("Indemnified Parties")
for, from and against all demands, liabilities, damages, costs, claims, suits,
actions, legal or administrative proceedings, interest, losses, expenses and
reasonable attorney's fees (including any such fees and expenses incurred in
enforcing this indemnity) asserted against, imposed on or incurred by any of the
Indemnified Parties, directly or indirectly pursuant to or in connection with
the application of any Environmental Law to acts or omissions occurring at any
time on or in connection with any real estate owned or leased by the Parent or
any of its Subsidiaries or any business conducted thereon. Each Offshore
Facility Borrower hereby agrees to indemnify, reimburse, defend and hold
harmless the Indemnified Parties for, from and against all demands, liabilities,
damages, costs, claims, suits, actions, legal or administrative proceedings,
interest, losses, expenses and reasonable attorney's fees (including any such
fees and expenses incurred in enforcing this indemnity) asserted against,
imposed on or incurred by any of the Indemnified Parties, directly or indirectly
pursuant to or in connection with the application of any Environmental Law to
acts or omissions occurring at any time on or in connection with any real estate
owned or leased by such Offshore Facility Borrower or any business conducted
thereon.

         9.13. Acquisitions. Other than Permitted Acquisitions, enter into any
agreement, contract, binding commitment or other binding arrangement providing
for any Acquisition, or take any action to solicit the tender of securities or
proxies in respect thereof in order to effect any Acquisition.

         9.14. Additional Subsidiaries. Other than pursuant to Permitted
Acquisitions, create, organize, acquire or otherwise own any Subsidiary which is
not directly or indirectly owned by the Parent or a Subsidiary of the Parent
listed on Schedule 7.10 hereto as of the Closing Date.

         9.15 Financial Covenants.

                  (a) Minimum Net Worth. Fail to maintain at the end of each
         fiscal quarter, commencing the fiscal quarter ending March 31, 2001,
         consolidated Net Worth in an amount not less than $275,000,000 plus (y)
         50% of the Parent's cumulative consolidated net income from and after
         March 31, 2001 and (z) 100% of the aggregate amount of all increases in
         the stated capital and additional paid-in capital accounts resulting
         from the issuance, sale or exchange of equity securities or other
         capital investments. For purposes of determining the required minimum
         as aforesaid (i) cumulative consolidated net income shall include
         consolidated net income for entire fiscal quarters only and shall be
         determined by reference to the financial statements delivered under
         Section 8.08, and (ii) a consolidated net loss during any period shall
         be deemed to be consolidated net income in the amount of zero.

                  (b) Interest Coverage Ratio. Fail to maintain on a
         consolidated basis at the end of each fiscal quarter a ratio equal to
         or greater than 2.75 to 1.00 of EBITDA to Interest Expense for the
         immediately preceding four consecutive fiscal quarters.

                  (c) Funded Debt to EBITDA. Fail to maintain on a consolidated
         basis at the end of each fiscal quarter a ratio of Total Funded Debt at

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<PAGE>

         the end of such quarter to EBITDA for the immediately preceding four
         consecutive fiscal quarters of equal to or less than 3.00 to 1.00.

                  (d) Capital Expenditures. Permit aggregate capital
         expenditures of the Parent and its Subsidiaries in any Fiscal Year to
         exceed the amount set forth opposite such fiscal year below; provided,
         however, that to the extent the amount of capital expenditures made in
         any Fiscal Year is less than the amount permitted below (without regard
         to any carryover amount from a prior Fiscal Year), such unutilized
         amount may be carried forward and expended in the immediately
         succeeding Fiscal Year:

                  Fiscal Year              Aggregate Capital Expenditures
                  -----------              ------------------------------

                     2001                          $35,000,000
                     2002                          $45,000,000
                     2003                          $50,000,000
                     2004                          $20,000,000*

         *First fiscal quarter only.





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                                    ARTICLE X

                       Events of Default and Acceleration

         10.01 Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

         (a) if default shall be made in the due and punctual payment of the
principal of any Loan when and as the same shall be due and payable, whether
pursuant to any provision of Article II, Article III, Article IV or Article V
hereof, at maturity, by acceleration or otherwise; or

         (b) if default shall be made in the due and punctual payment of any
amount of interest on any Loan or the principal amount of any Reimbursement
Obligation or in the due and punctual payment of any other obligation or of any
fees or other amounts payable to any of the Lenders or the Agent on the date on
which the same shall be due and payable and such default shall continue for five
(5) days following the date the Parent receives written notice that such payment
is due; or

         (c) if default shall be made in the performance or observance of any
covenant set forth in Sections 8.01, 8.07, 8.08, 8.09, 9.03, 9.05, 9.06 , 9.07,
9.08, 9.09, 9.10, 9.11, 9.13, 9.14, or 9.15 hereof; or

         (d) (i) if a default shall be made in the performance or observance of,
or shall occur under, any covenant, agreement or provision contained in this
Agreement (other than as described in clause (a), (b) or (c) above) and such
default shall continue for thirty (30) or more days after the earlier of receipt
of notice of such default by the Authorized Representative from any Agent or any
Borrower becomes aware of such default, or (ii) if a default shall be made in
the performance or observance of, or shall occur under, any covenant, agreement
or provision contained in any of the other Loan Documents (including without
limitation failure of the Guarantor to pay to the Lenders all of the Guarantors'
Obligations in accordance with and as defined in, the Guaranty on the Business
Day on which such payment has been demanded in accordance with the terms of the
Guaranty) or in any instrument or document evidencing or creating any
obligation, guaranty, Lien or security interest in favor of any Agent or any
Lender or delivered to any of the Lenders in connection with or pursuant to this
Agreement or any of the Obligations (beyond any applicable grace period
contained therein), or (iii) if any Loan Document ceases to be in full force and
effect (other than by reason of any action by any Agent or any Lender), or (iv)
if without the written consent of all the Lenders, this Agreement or any other
Loan Document shall be disaffirmed or shall terminate, be terminable or be
terminated or become void or unenforceable for any reason whatsoever (other than
in accordance with its terms in the absence of default or by reason of any
action by the Agent or any Lender); or

         (e) if there shall occur (i) a default, which is not waived, in the
payment of any principal, interest, premium or other amount with respect to any

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Debt (other than the Loans and other Obligations) of the Parent or any
Subsidiary and the amount of such Debt is greater than the US Dollar Equivalent
Amount of US $10,000,000 in the aggregate outstanding, or (ii) any other event
of default as specified in any agreement or instrument under or pursuant to
which any such Debt may have been issued, created, assumed, guaranteed or
secured by the Borrower or any Subsidiary, and in any such case set forth in
clause (i) or (ii) above, such default or event of default shall continue for
more than the period of grace, if any, therein specified, or such default or
event of default shall permit (or, with the giving of notice or lapse of time or
both, would permit) the holder of any such Debt (or any agent or trustee acting
on behalf of one or more holders) to accelerate the maturity thereof; or

         (f) if any representation, warranty or other statement of fact
contained herein or in any other Loan Document shall be false or misleading in
any material respect when given; or

         (g) if the Parent or any Material Subsidiary shall be unable to pay its
debts generally as they become due or if the Parent or any Subsidiary shall file
a petition to take advantage of any insolvency statute; make an assignment for
the benefit of its creditors; commence a proceeding for the appointment of a
custodian, receiver, trustee, liquidator or conservator of itself or of the
whole or any substantial part of its property; file a petition or answer seeking
receivership, liquidation, reorganization or arrangement or similar relief under
the federal bankruptcy laws or any other applicable law or statute; or

         (h) if a court of competent jurisdiction shall enter an order, judgment
or decree appointing a custodian, receiver, trustee, liquidator or conservator
of the Parent or any Subsidiary or of the whole or any substantial part of its
properties and such order, judgment or decree continues unstayed and in effect
for a period of ninety (90) days, or approve a petition filed against the Parent
or any Subsidiary seeking receivership, liquidation, reorganization or
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which petition is not
dismissed within ninety (90) days; or if, under the provisions of any other law
for the relief or aid of debtors, a court of competent jurisdiction shall assume
custody or control of the Parent or any Subsidiary or of the whole or any
substantial part of its properties, which control is not relinquished within
ninety (90) days; or if there is commenced against the Parent or any Subsidiary
any proceeding or petition seeking receivership, liquidation, reorganization,
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which proceeding or
petition remains undismissed for a period of ninety (90) days; or if the Parent
or any Subsidiary takes any action to indicate its consent to or approval of any
such proceeding or petition; or

         (i) if (i) one or more judgments or orders for the payment of money
where the amount not covered by insurance (or the amount as to which the insurer
denies liability) is in an aggregate amount in excess of the US Dollar
Equivalent Amount of US $10,000,000 is rendered against the Parent or any
Material Subsidiary, or (ii) there is any attachment, injunction or execution
against any of the Parent's or any Material Subsidiary's properties for any
amount in excess of the US Dollar Equivalent Amount of US $10,000,000 in the
aggregate; and such judgment, attachment, injunction or execution remains

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<PAGE>

unpaid, unstayed, undischarged, unbonded or undismissed for a period of ninety
(90) days; or

         (j)      if there shall occur any Change of Control;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall then be continuing,

                  (A) either or both of the following actions may be taken: (i)
         the Agent, with the consent of the Required Lenders may, and at the
         direction of the Required Lenders, shall, declare any obligation of the
         Lenders to make further Loans and any obligation of the Issuing Bank to
         issue or renew Letters of Credit terminated, whereupon the obligation
         of each Lender to make further Loans and the obligation of the Issuing
         Bank to issue or renew Letters of Credit hereunder shall terminate
         immediately, and (ii) the Agent shall at the direction of the Required
         Lenders, at their option, declare by notice to the Borrowers any or all
         of the Obligations to be immediately due and payable, and the same,
         including all interest accrued thereon and all other obligations of the
         Borrowers to the Agent and the Lenders, shall forthwith become
         immediately due and payable without presentment, demand, protest,
         notice or other formality of any kind, all of which are hereby
         expressly waived, anything contained herein or in any instrument
         evidencing the Obligations to the contrary notwithstanding; provided,
         however, that notwithstanding the above, if there shall occur an Event
         of Default under clause (g) or (h) above, then the obligations of the
         Lenders to make Loans hereunder and the obligation of the Issuing Bank
         to issue or renew Letters of Credit shall automatically terminate and
         any and all of the Obligations shall be immediately due and payable
         without the necessity of any action by the Agent or the Required
         Lenders; and

                  (B) The Agent and each of the Lenders shall have all of the
         rights and remedies available under the Loan Documents or under any
         applicable law; and

                  (C) The US Facility Borrower shall, upon demand of the Agent
         or the Required Lenders, deposit cash (in US Dollars) with the Agent in
         an amount equal to the amount of any Letter of Credit Outstandings, as
         collateral security for the repayment of any future drawings or
         payments under such Letters of Credit, and such amounts shall be held
         by the Agent pursuant to the terms of a cash collateral agreement
         acceptable to the Agent.

         10.02 Agent to Act. In case any one or more Events of Default shall
occur and be continuing, the Agent may, and at the direction of the Required
Lenders shall, proceed to protect and enforce their rights or remedies either by
suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan Document, or to enforce the payment of the Obligations or any
other legal or equitable right or remedy.

         10.03 Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies

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contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

         10.04 No Waiver. No course of dealing between the Borrowers and any
Lender or any Agent or any failure or delay on the part of any Lender or any
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

         10.05 Allocation of Proceeds. If an Event of Default has occurred and
not been waived, and the maturity of the Obligations has been accelerated
pursuant to Article X hereof, all payments received by the Agent hereunder in
respect of any principal of or interest on the Obligations or any other amounts
payable by the Borrowers hereunder shall be applied by the Agent in the
following order:

         (a) amounts due to the Lenders pursuant to Sections 2.09 and 12.05
hereof, to be applied for the ratable benefit of the Lenders without distinction
or preference as among Facilities;

         (b) amounts due to the Issuing Bank pursuant to Section 3.05;

         (c) amounts due to the Agent pursuant to Section 11.08 hereof, to be
applied for the ratable benefit of the Agent;
         (d) amounts due to the US Facility Lenders and the Issuing Bank
pursuant to Section 3.04, amounts due to the Offshore Facility Lenders and
payments of interest on Loans and Reimbursement Obligations, to be applied for
the ratable benefit of the Lenders;

         (e) payments of principal on Loans and Reimbursement Obligations, to be
applied for the ratable benefit of the Lenders, without distinction or
preference as among Offshore Facility Loans and US Facility Loans;

         (f) amounts due to the Issuing Bank, the Agent or the Lenders pursuant
to Sections 3.02(g), and 12.10, to be applied for the ratable benefit of the
Agent and the Lenders;

         (g) payments of all other Obligations due under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders and the
Agent; and

         (h) any surplus remaining after application as provided for herein, to
the Borrowers or as otherwise may be required by applicable law.

         10.06 Judgment Currency. The Borrowers, the Agent and each Lender
hereby agree that if, in the event that a judgment is given in relation to any
sum due to any Agent or any Lender hereunder, such judgment is given in a

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currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), the Borrowers agree to
indemnify the Agent or Lender, as the case may be, to the extent that the amount
of the Original Currency which could have been purchased thereby in accordance
with normal banking procedures on the Business Day following receipt of such sum
is less than the sum which could have been so purchased thereby had such
purchase been made on the day on which such judgment was given or, if such day
is not a Business Day, on the Business Day immediately preceding the giving of
such judgment, and if the amount so purchased exceeds the amount which could
have been so purchased thereby had such purchase been made on the day on which
such judgment was given or, if such day is not a Business Day, on the Business
Day immediately preceding such judgment, the Agent or Lender agrees to remit
such excess to the Borrowers. The agreements in this Section 10.06 shall survive
payment of any such judgment.

         10.07 Funding and Payment of Participations; Conversion to US Dollars.

         (a) At any time after the occurrence and during the continuation of any
Event of Default, upon the request of any Offshore Facility Lender, each of the
Lenders shall fund the purchase from such Offshore Facility Lender of its
respective Participation in the related Obligation by payment of its Facility
Participation Amount to the Agent (for the benefit of the Offshore Facility
Lender) at its Principal Office in immediately available funds in the US Dollar
Equivalent Amount on such date of the Applicable Currency of the Offshore
Facility Loans. The Agent shall provide notice to each Lender by telephone or
telefacsimile transmission of the required funding of Participations hereunder
and the outstanding principal amount, Applicable Currency and US Dollar
Equivalent Amount of each Offshore Facility Loan subject to funding of
Participations. If such notice of a demand for payment hereunder is given by the
Agent at or before 9:00 A.M. (New York, New York time) on any Business Day, each
Lender shall fund the purchase of its Participation as specified above before
11:00 A.M. (New York, New York time) on the same Business Day. If such notice to
the Lenders is given by the Agent after 9:00 A.M. (New York, New York time) on
any Business Day, each Lender shall fund such purchase before 11:00 A.M. (New
York, New York time) on the next following Business Day. Each Business Day
established for funding Participation in the previous two sentences is referred
to herein as a "Facility Participation Payment Date".

         (b) On any Facility Participation Payment Date, each Participant shall
deliver the amount of such Participant's Facility Participation Amount with
respect to such Facility in the US Dollar Equivalent Amount of the Applicable
Currency and in Same Day Funds to the Agent; provided, however, that no
Participant shall be responsible for any default by any other Participant in
such other Participant's obligation to pay such amount. Upon receipt of any such
amounts from the Participants, the Agent shall distribute such amounts in Same
Day Funds to the Applicable Offshore Facility Lender in such amounts such that,
after such distribution, each Offshore Facility Lender and each Participant has
a Facility Credit Exposure, expressed as a percentage of the Aggregate Facility
Credit Exposure under such Facility, equal to its Applicable Commitment
Percentage. In order to evidence further such Participation (and without
prejudice to the effectiveness of the Participation provisions set forth above),
each Participant agrees to enter into a separate participation agreement at the
request of any Offshore Facility Lender in form and substance reasonably
satisfactory to such Offshore Facility Lender.

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<PAGE>

         (c) In the event that any Participant fails to make available to the
Agent the amount of its Participation as provided herein, the Agent shall be
entitled to recover such amount on behalf of the Offshore Facility Lenders on
demand from such Participant together with interest at the customary rate set by
the Agent for the correction of errors among banks for three (3) Business Days
and thereafter at a rate per annum equal to the Offshore Facility Base Rate. A
certificate of the Agent submitted to any Lender with respect to amounts owing
hereunder shall be conclusive in the absence of manifest error.

         (d) In the event that any Offshore Facility Lender receives a payment
in respect of any Offshore Loan, whether directly from the applicable Offshore
Facility Borrowers or otherwise, in which Participants have funded the purchase
of Participations, the applicable Offshore Facility Lender shall promptly
distribute to the Agent, for distribution to each such Participant that has paid
all such amounts payable by it hereunder with respect to any Offshore Facility
Loan made by such Offshore Facility Lender, such Participant's Applicable
Commitment Percentage of such payment. Any payment to any Participant pursuant
to the preceding sentence shall be made in US Dollars in Same Day Funds by the
Agent. If any payment received by any Offshore Facility Lender pursuant to the
immediately preceding sentence with respect to any Offshore Facility Loan made
by it shall be required to be returned by such Offshore Facility Lender after
such time as the Offshore Facility Lender has distributed such payment to the
Agent, each Participant that has received a portion of such payment shall pay to
the Offshore Facility Lender an amount equal to its Applicable Commitment
Percentage of such amount to be returned; provided, however, that no Participant
shall be responsible for any default by any other Participant in that other
Participant's obligation to pay such amount.

         (e) Subject to the last sentence of this subsection (e), each
Participant's obligation to pay for its purchase of Participations pursuant to
subsection shall be absolute, irrevocable and unconditional and shall not be
affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or
Participant may have against any Offshore Facility Lender, the Agent, any
Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of an Event of Default or a Default; (iii) any adverse change in the
condition (financial or otherwise) of any Borrower; (iv) any breach of this
Agreement or any other Loan Document by any Borrower, any Guarantor or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. Notwithstanding the foregoing, none of the
Lenders shall have any obligation to purchase a Participation in any Offshore
Facility Loan to the extent such Offshore Facility Loan was made after the
applicable Offshore Facility Lender had been notified at least one Business Day
previously by the Agent or any Lender or had actual knowledge that (1) a Default
or Event of Default had occurred and was continuing or (2) any other condition
to making Offshore Facility Loans was not then satisfied.

         (f) Anything contained in this Agreement to the contrary
notwithstanding, no amendment, modification, termination or waiver of any
provision of this Agreement or of the other Loan Documents, and no consent to
any departure by any Borrower therefrom, shall (i) modify, terminate or waive
any provision of this Section 10.07 in any manner adverse to any Lender without

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the written concurrence of such Lender, or (ii) modify, terminate or waive any
provision of this Section 10.07 in any manner adverse to any Participant without
the written concurrence of such Participant.

         (g) In no event shall (i) the Participation of any Participant in any
Loans or Reimbursement Obligations pursuant to this Section 10.07 be construed
as a loan or other extension of credit by such Participant to any Borrower, any
Lender or the Agent, (ii) this Agreement be construed to require any Participant
to make any Loans, the Agent issue Letters of Credit, or to otherwise extend any
credit to any Borrower, any Lender or the Agent under this Agreement or under
the other Loan Documents, or (iii) this Agreement be construed to require any
Participant to fund or pay any amount in respect of its Participation in any
Loan or Reimbursement Obligation except as set forth herein.


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                                   ARTICLE XI

                                    The Agent

         11.01 Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes Bank of America to act as the Agent under
this Agreement and the other Loan Documents with such powers and discretion as
are specifically delegated to the Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Agent (which term as used in this Article hereof shall
include its affiliates and its own and its affiliates' officers, directors,
employees, and agents):

         (a) shall not have any duties or responsibilities except those
expressly set forth in this Agreement and shall not be a trustee or fiduciary
for any Lender;

         (b) shall not be responsible to the Lenders for any recital, statement,
representation, or warranty (whether written or oral) made in or in connection
with any Loan Document or any certificate or other document referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability, or sufficiency of
any Loan Document, or any other document referred to or provided for therein or
for any failure by any Borrower or any other Person to perform any of its
obligations thereunder;

         (c) shall not be responsible for or have any duty to ascertain, inquire
into, or verify the performance or observance of any covenants or agreements by
any Borrower or the satisfaction of any condition (except receipt of items
required by Section 6.01 to be delivered to it) or to inspect the property
(including the books and records) of any Borrower or any of its Subsidiaries or
affiliates;

         (d) shall not be required to initiate or conduct any litigation or
collection proceedings under any Loan Document; and

         (e) shall not be responsible for any action taken or omitted to be
taken by it under or in connection with any Loan Document, except for its own
gross negligence or willful misconduct.

         The Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.

The Issuing Bank shall act on behalf of the Lenders with respect to any Letter
of Credit issued by it and the documents associated therewith until such time
(and except for so long) as the Agent may agree at the request of the Required
Lenders to act for the Issuing Bank with respect thereto; provided, however,
that the Issuing Bank shall have all of the benefits and immunities (i) provided
to the Agent in this Article XI with respect to any acts taken or omissions
suffered by the Issuing Bank in connection with Letters of Credit issued by it

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or proposed to be issued by it and the Applications and Agreements for Letters
of Credit pertaining to the Letters of Credit as fully as if the term "Agent" as
used in this Article XI included the Issuing Bank with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the Issuing
Bank.

         11.02 Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or telefacsimile) believed by it to
be genuine and correct and to have been signed, sent or made by or on behalf of
the proper Person or Persons, and upon advice and statements of legal counsel
(including counsel for any Borrower), independent accountants, and other experts
selected by the Agent. As to any matters not expressly provided for by this
Agreement, the Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall
not be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders with respect to the Facilities and such
instructions shall be binding on all of the Lenders; provided, however, the
Agent shall not be required to take any action that exposes it to personal
liability or that is contrary to any Loan Document or applicable law or unless
it shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking any
such action.

         11.03 Defaults. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless it has received
written notice from a Lender or a Borrower specifying such Default or Event of
Default and stating that such notice is a "Notice of Default"; provided, that
each Lender shall use its best reasonable efforts to deliver such notice to the
Agent upon its knowledge of any Default or Event of Default; provided further,
that the failure to deliver such notice shall not result in any liability to any
other Lender. In the event that the Agent receives such a notice of the
occurrence of a Default or Event of Default, the Facility Agent shall give
prompt notice thereof to the Lenders in its specific Facility. The Agent shall
(subject to Section 11.02 hereof) take such action with respect to such Default
or Event of Default as shall reasonably be directed by the Required Lenders with
respect to the Facilities, provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interest of the Lenders.

         11.04 Rights as Lender. With respect to its Commitments and the Loans
made by it, Bank of America (and any successor acting as Agent or Issuing Bank),
shall have the same rights and powers as a Lender hereunder as any other Lender
and may exercise the same as though it were not acting as the Agent, or Issuer,
and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include the Agent in its individual capacity. Bank of America (and
any successor acting as Agent or Issuing Bank), and its respective affiliates
may (without having to account therefor to any Lender) accept deposits from,
lend money to, make investments in, provide services to, and generally engage in
any kind of lending, trust, or other business with the Parent or any of its
Subsidiaries or affiliates as if it were not acting as Agent or, Issuing Bank,
and Bank of America (and any successor acting as Agent or Issuing Bank), and its
respective affiliates may accept fees and other consideration from the Parent or

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<PAGE>

any of its Subsidiaries or affiliates for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.

         11.05 Indemnification. The Lenders agree to indemnify the Agent (to the
extent not reimbursed under Section 12.10 hereof, but without limiting the
obligations of the Borrowers under such Section), for its or their ratable share
(based on their Applicable Commitment Percentages) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees), or disbursements of any kind and nature
whatsoever that may be imposed on, incurred by or asserted against the Agent
(including by any Lender) in any way relating to or arising out of any Loan
Document or the transactions contemplated thereby or any action taken or omitted
by the Agent under any Loan Document; provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the Person to be indemnified. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly upon demand for
its ratable share (based on their Applicable Commitment Percentages) of any
costs or expenses payable by the Borrowers under Section 12.05, to the extent
that the Agent is not promptly reimbursed for such costs and expenses by the
Borrowers. The agreements contained in this Section shall survive payment in
full of the Obligations, termination of each Commitment and the occurrence of
the Facility Termination Date.

         11.06 Non-Reliance on Agent and Other Lenders. Each Lender agrees that
it has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Parent and its Subsidiaries and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Loan Documents. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition, or business of any
Borrower or any of its Subsidiaries or affiliates that may come into the
possession of the Agent or any of its affiliates.

         11.07 Resignation of an Agent. The Agent may resign at any time by
giving notice thereof, to the Lenders and the Borrowers. Upon any such
resignation of the Agent, the Required Lenders shall have the right to appoint a
successor Agent, which shall be a Lender under or a Lender Affiliate at such
time and which, so long as no Default or Event of Default exists, shall be
acceptable to the Parent, which acceptance shall not be unreasonably withheld or
delayed. If no successor Agent shall have been so appointed and shall have
accepted such appointment within thirty (30) days after the retiring Agent's
giving of notice of resignation, then the resignation of the retiring Agent
shall nonetheless thereupon be effective and the Lenders shall perform all the
obligations of the retiring Agent hereunder until such time, if any, as the
Required Lenders shall appoint a successor Agent as provided for above. Upon the
acceptance of any appointment as Agent hereunder by a successor, such successor
shall thereupon succeed to and become vested with all the rights, powers,
discretion, privileges, and duties of the retiring Agent, and the retiring Agent

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<PAGE>

shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation hereunder, the provisions of this Article XII shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Agent.

         11.08 Fees. The Borrowers agree to pay to each of the Agent, for its
individual account, an annual fee as from time to time agreed to by the
Borrowers and the Agent in writing.

         11.09 Agent Notices. The Agent hereby agrees to promptly deliver to
each of the Lenders copies of all information delivered pursuant to Section 8.08
and all written notices received from the Loan Parties hereunder, provided that
the failure to so provide such information and notices shall not create any
liability of the Agent to the Lenders and shall not, in the absence of the
Agent's gross negligence or willful misconduct, impair the rights and
protections provided to the Agent under this Article XI.

         11.10 Syndication and Documentation Agents The parties hereto agree
that the Syndication Agent and Documentation Agent shall have no specific duties
hereunder upon or after execution of this Agreement.



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<PAGE>




                                   ARTICLE XII

                                  Miscellaneous

         12.01 Assignments and Participations.

         (a) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Loans, its Notes, its Facility Commitment,
and its Participations); provided, however, that

                  (i)  each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another Lender or
         an assignment of all of a Lender's rights and obligations under this
         Agreement, any such partial assignment shall be in an amount at least
         equal to US $5,000,000 of such Lender's Commitment;

                  (iii) each such assignment by a Lender shall be of a constant,
         and not varying, percentage of all of its rights and obligations
         (including Loans, Facility Commitment, and Participations and
         Outstandings owing thereto) under this Agreement;

                  (iv) the parties to such assignment shall execute and deliver
         to the Agent for their acceptance an Assignment and Acceptance in the
         form of Exhibit B hereto, together with any Note subject to such
         assignment and a processing fee of US $3,500 payable to the Agent;

                  (v) such assignee shall have and continuously maintain an
         office located in the United States.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Applicable Borrowers shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the assignee. If the assignee
is not incorporated under the laws of the appropriate jurisdiction for
Facilities, it shall deliver to the Borrowers and the Agent certification as to
exemption from deduction or withholding of Taxes in accordance with Section
5.06.

         (b) The Agent shall maintain at its address referred to in Section
12.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
each Commitment of, and principal amount of the Outstandings owing to, each such
Lender from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the

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<PAGE>

Applicable Borrowers, the Agent and the Lender may treat each Person whose name
is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by any Applicable
Borrower or any Applicable Lender at any reasonable time and from time to time
upon reasonable prior notice.

         (c) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit B hereto, accept such
Assignment and Acceptance and record the information contained therein in the
Register, and the Agent shall thereafter give prompt notice thereof to the
parties thereto.

         (d) Each Lender may sell participations to one or more Persons in all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Loans, Commitment, Participations and Outstandings owing
thereto); provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the yield protection
provisions contained in Article V and the right of set-off contained in Section
12.03, (iv) the Applicable Borrowers and Applicable Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, and (v) such Lender shall retain
the sole right to enforce the obligations of the Applicable Borrowers relating
to its Loans, its Notes (if any) and its Participations and Outstandings owing
thereto, and to approve any amendment, modification, or waiver of any provision
of this Agreement (other than amendments, modifications, or waivers decreasing
or reducing the amount of principal of or the rate at which interest is payable
or the amount of fees payable on such Loans or any Notes or other Outstandings,
extending any scheduled principal payment date or date fixed for the payment of
interest on such Loans or Notes, releasing any Guarantor or any Borrower or
providing for any assignment of their Obligations, or extending any Commitment
of such Lender, each of which may, if so agreed in writing, require the prior
consent of any such participant in such Lender's Commitments and Participations
and Outstandings owing thereto before such Lender approves any such amendment,
modification or waiver).

         (e) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign and pledge all or any portion of its Loans,
its Notes, its Obligations and its interest under the Loan Documents to any
Federal Reserve Bank as collateral security pursuant to Regulation A and any
Operating Circular issued by such Federal Reserve Bank. No such assignment shall
release the assigning Lender from its obligations hereunder.

         (f) Any Lender may furnish any information concerning any Borrower or
any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants)
evaluating the assignment or participation and subject to the prior execution by
such party of the form of confidentiality agreement required by the Parent as of
the Closing Date of all Lenders.

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<PAGE>

         (g) No Borrower may assign any rights, powers, duties or obligations
under this Agreement or the other Loan Documents without the prior written
consent of all the Lenders.

         12.02 Notices. Any notice shall be presumed to have been received by
any party hereto and be effective (i) on the day on which delivered (including
hand delivery by commercial courier service) to such party (against receipt
therefor), (ii) on the date of receipt at such address or telefacsimile number
as may from time to time be specified by such party in written notice to the
other parties hereto, or (iii) on the fifth Business Day after the date on which
mailed, if sent prepaid by certified or registered mail, return receipt
requested, in each case delivered, transmitted or mailed, as the case may be, to
the address or telefacsimile number, as appropriate, set forth below or such
other address or number as such party shall specify by notice thereunder:

                  (a)      if to any Borrower:

                           Technitrol, Inc.
                           1210 Northbrook Drive, Suite 385
                           Trevose, PA 19053
                           Attention:  Treasurer
                           Telefacsimile: (215) 355-7397
                           Telephone:       (215) 355-2900

                           with a copy to:

                           Technitrol, Inc.
                           1210 Northbrook Drive, Suite 385
                           Trevose, PA 19053
                           Attention:  General Counsel
                           Telefacsimile: (215) 355-7397
                           Telephone:       (215) 355-2900

                  (b)      if to the Authorized Representative:

                           At the address set forth for receipt of notices in
                           the notice of appointment thereof.

                  (c)      if to the Agent:

                           Bank of America, N.A.
                           101 North Tryon Street, 15th Floor
                           NC1-001-15-14
                           Charlotte, NC 28255
                           Attention:
                                       --------------------------------
                           Telefacsimile: (704)
                           Telephone:       (704

                           with a copy to:

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<PAGE>

                           Bank of America, N.A.
                           335 Madison Avenue, 5th Floor
                           NY1-503-05-05
                           New York, New York  10017
                           Attention:  John W. Pocalyko
                           Telefacsimile: (212) 503-8340
                           Telephone:       (212) 503-7066

                  (d)      if to the Lenders:

                           At the addresses set forth on the signature pages
                           hereof and on the signature page of each Assignment
                           and Acceptance.

         12.03 Right of Set-off; Adjustments.

         (a) Upon the occurrence and during the continuance of any Event of
Default, each Lender and the Issuing Bank (and each of its affiliates) is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender (or any of its affiliates) to or for the credit or the
account of any Applicable Borrower against any and all of the Obligations of
such Borrower now or hereafter existing under this Agreement, any other Loan
Document and the Note of such Borrower held by such Lender, irrespective of
whether such Lender shall have made any demand under this Agreement, any other
Loan Document or such Notes and although such Obligations may be unmatured. Each
Lender agrees promptly to notify the Applicable Borrower, the Agent after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 12.03(a) are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender may have.

         (b) Each Lender and the Issuing Bank agrees that if it shall, through
the exercise of a right of banker's lien, set-off, counterclaim or otherwise,
obtain payment with respect to its Obligations (other than pursuant to Article
V) which results in its receiving more than its pro rata share of the aggregate
payments with respect to all of the Obligations, after acceleration thereof
pursuant to Section 10.01(A) (other than any payment expressly provided
hereunder to be distributed on other than a pro rata basis and payments pursuant
to Article V), then (i) such Lender or Issuing Bank shall be deemed to have
simultaneously purchased from the other Applicable Lenders or all Lenders, as
the case may be, a share in their Obligations so that the amount of the
Obligations held by each of the Applicable Lenders or all Lenders, as the case
may be, shall be pro rata and (ii) such other adjustments shall be made from
time to time as shall be equitable to ensure that the Lenders share such
payments ratably; provided, however, that for purposes of this Section 12.03(b)
the terms "pro rata" and "ratably" shall be determined with respect to the
Applicable Commitment Percentage of each Lender after subtraction of amounts, if
any, by which any such Lender has not funded its share of the outstanding Loans.
If all or any portion of any such excess payment is thereafter recovered from

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the Lender which received the same, the purchase provided in this Section 12.03
(b) shall be rescinded to the extent of such recovery, without interest. The
Borrowers expressly consent to the foregoing arrangements and agree that each
Lender so purchasing a portion of the other Lenders' Obligations may exercise
all rights of payment (including, without limitation, all rights of set-off,
banker's lien or counterclaim) with respect to such portion as fully as if such
Lender were the direct holder of such portion.

         12.04 Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans, the
issuance of the Letters of Credit and the execution and delivery to the Lenders
of this Agreement and the Notes, if any, and shall continue in full force and
effect so long as any Obligations remain outstanding or any Lender or Issuing
Bank has any commitment hereunder or any Borrower has continuing obligations
hereunder unless otherwise provided herein. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and permitted assigns of such party and all covenants, provisions and
agreements by or on behalf of the Borrowers which are contained in the Loan
Documents shall inure to the benefit of the successors and permitted assigns of
the Lenders or any of them.

         12.05 Expenses. Each Borrower jointly and severally (subject to Section
4.10) agrees to pay on demand all reasonable costs and expenses of the Agent and
the Issuing Bank in connection with the syndication, preparation, due diligence,
execution, delivery, administration, modification, and amendment of this
Agreement, the other Loan Documents, and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and expenses of
counsel for the Agent. Each Borrower further agrees jointly and severally
(subject to Section 4.10) to pay on demand all costs and expenses of the Agent
and each Lender, if any (including, without limitation, reasonable attorneys'
fees and expenses), in connection with the enforcement or preservation of rights
under this Agreement (whether through negotiations, legal proceedings, or
otherwise), any other Loan Documents and any other documents to be delivered
hereunder. The agreements contained in this Section shall survive payment in
full of the Obligations, termination of each Commitment and the occurrence of
the Facility Repayment Date.

         12.06 Amendments and Waivers. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrowers and the Required Lenders,
and, if Article XI or the rights or duties of the Agent is affected thereby, by
the Agent, provided that no such amendment or waiver shall, unless signed by all
the Lenders, (i) increase the Total Commitment or Offshore Facility Commitment
or; (ii) reduce the principal of or rate of interest on any Loan or
Reimbursement Obligation or any fees or other amounts payable hereunder; (iii)
postpone any date fixed for the payment of any scheduled installment of
principal of or interest on any Loan or Reimbursement Obligation or any fees or
other amounts payable hereunder or the Facility Termination Date, (iv) change
the percentage of any Commitment or the Total Commitment, as applicable, or of
the Aggregate Credit Exposure or the number of Lenders, which shall be required
for the Lenders or any of them to take any action under this Section or any
other provision of this Agreement; (v) increase the aggregate Offshore Facility
Commitment, or (vi) release or allow an assignment by any Borrower or any

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Guarantor; and provided, further, that no such amendment or waiver that affects
the rights, privileges or obligations of the Issuing Bank as issuer of Letters
of Credit shall be effective unless signed in writing by the Issuing Bank.

         No notice to or demand on any Borrower in any case shall entitle such
Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or the Agent's part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or
of any Default or Event of Default. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.

         12.07 Counterparts . This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

         12.08 Termination. The termination of this Agreement shall not affect
any rights of the Borrowers, the Lenders or the Agent or any obligation of any
Borrower, the Lenders or the Agent or the Issuing Bank or any Offshore Facility
Lender, arising prior to the effective date of such termination, and the
provisions hereof shall continue to be fully operative until all transactions
entered into or rights created or obligations incurred prior to such termination
have been fully disposed of, concluded or liquidated and the Obligations arising
prior to or after such termination have been irrevocably paid in full. The
rights granted to the Agent for the benefit of the Lenders hereunder and under
the other Loan Documents shall continue in full force and effect,
notwithstanding the termination of this Agreement, until termination of each
Commitment and all of the Obligations have been paid in full after the
termination hereof (other than Obligations in the nature of continuing
indemnities or expense reimbursement obligations not yet due and payable, which
shall continue) or the Borrowers have furnished the Lenders and the Agent with
an indemnification satisfactory to the Agent and each Lender with respect
thereto. All representations, warranties, covenants, waivers and agreements
contained herein shall survive termination hereof until payment in full of the
Obligations unless otherwise provided herein. Notwithstanding the foregoing, if
after receipt of any payment of all or any part of the Obligations, any Lender
or the Issuing Bank or any Offshore Facility Lender is for any reason compelled
to surrender such payment to any Person because such payment is determined to be
void or voidable as a preference, impermissible setoff, a diversion of trust
funds or for any other reason, this Agreement (including the provisions
pertaining to Participations in Letters of Credit Reimbursement Obligations
shall continue in full force and the Borrowers shall be liable to, and shall
indemnify and hold the Agent and such Lender or the Issuing Bank harmless for,
the amount of such payment surrendered until the Agent and such Lender and the
Issuing Bank shall have been finally and irrevocably paid in full. The
provisions of the foregoing sentence shall be and remain effective
notwithstanding any contrary action which may have been taken by the Lenders or
the Issuing Bank in reliance upon such payment, and any such contrary action so
taken shall be without prejudice to the Lenders' and the Issuing Bank's rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevocable.

                                       93
<PAGE>

         12.09 Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate (as such
term is defined below). If the rate of interest (determined without regard to
the preceding sentence) under this Agreement at any time exceeds the Highest
Lawful Rate; the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect. In addition, if when the Loans made hereunder are repaid in full the
total interest due hereunder (taking into account the increase provided for
above) is less than the total amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, the Applicable
Borrowers shall pay to the Agent an amount equal to the difference between the
amount of interest paid and the amount of interest which would have been paid if
the Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrowers to confirm
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or received any consideration which constitutes interest in excess of
the Highest Lawful Rate, then any such excess shall be cancelled automatically
and, if previously paid, shall at such Lender's option be applied to the
outstanding amount of the Loans made hereunder or be refunded to the Applicable
Borrowers. As used in this paragraph, the term "Highest Lawful Rate" means the
maximum lawful interest rate, if any, that at any time or from time to time may
be contracted for, charged, or received under the laws applicable to such Lender
which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

         12.10 Indemnification; Limitation of Liability.

         (a) The Parent and each Borrower jointly and severally (subject to
Section 4.10) agrees to indemnify absolutely and unconditionally and hold
harmless the Agent and each Lender, the Issuing Bank, and each of their
affiliates and their respective officers, directors, employees, agents, and
advisors (each, an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities, costs, and expenses (the foregoing also to
include, without limitation, reasonable attorneys' fees, settlement costs and
disbursements) ("Indemnified Liabilities") that may be incurred by or asserted
or awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation, litigation, or proceeding or preparation of defense in
connection therewith) the Loan Documents, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Loans, except to the
extent such Indemnified Liability is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from such Indemnified
Party's gross negligence or willful misconduct. If and to the extent the
foregoing may be unenforceable for any reason, the Parent and each Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction
of each Indemnified Liability which is permissible under applicable law. In the
case of an investigation, litigation or other proceeding to which the indemnity
in this Section 12.10 applies, such indemnity shall be effective whether or not

                                       94
<PAGE>

such investigation, litigation or proceeding is brought by the Parent, any
Borrower, its directors, shareholders or creditors or an Indemnified Party or
any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated.

         (b) Without limiting the generality of Section 12.10(a) above, the
Parent and the Borrowers hereby jointly and severally agree to defend, indemnify
and hold each Indemnified Party harmless from and against any and all
Indemnified Liabilities (including, without limitation, assessment and cleanup
costs and reasonable attorneys', consultants' and other experts' fees and
disbursements, including those arising by reason of any of the aforesaid or an
action against the Parent or any Subsidiary under this indemnity) arising
directly or indirectly from, out of or by reason of (a) the violation or alleged
violation of any Environmental Law by the Parent or any Subsidiary or with
respect to any property owned, operated or leased by the Parent or any
Subsidiary or (b) the use, generation, handling, storage, transportation,
treatment, emission, release, disclaim or disposal of any Hazardous Material by
or in respect of the Parent or any Subsidiary or on or with respect to property
owned or leased or operated by the Parent or any Subsidiary.

         (c) The Parent and each Borrower agrees that no Indemnified Party shall
have any liability (whether direct or indirect, in contract or tort or
otherwise) to it, any of its Subsidiaries or Affiliates or any security holders
or creditors thereof arising out of, related to or in connection with the
transactions contemplated herein, except to the extent that such liability is
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted from such Indemnified Party's gross negligence or willful
misconduct; provided, however, the Parent and each Borrower agrees not to assert
any claim against the Agent, any Lender, any of their affiliates, or any of
their respective directors, officers, employees, attorneys, agents, and
advisers, on any theory of liability, for special, indirect, consequential, or
punitive damages arising out of or otherwise relating to the Loan Documents, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Loans.

         (d) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of the Parent and each
Borrower contained in this Section 12.10 shall survive the payment in full of
the Obligations, termination of each Commitment and the occurrence of the
Facility Repayment Date.

         12.11 Agreement Controls. In the event that any term of any of the Loan
Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

         12.12 Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more
parties hereto, then such provision shall remain in effect with respect to all
parties, if any, as to whom such provision is neither illegal nor invalid, and
in any event all other provisions hereof shall remain effective and binding on
the parties hereto.

         12.13 Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposal, negotiations,

                                       95
<PAGE>

representations and other communications between or among the parties, both oral
and written, with respect thereto.

         12.14    Governing Law; Waiver of Jury Trial.

         (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE LOAN
DOCUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE GOVERNED BY THE LAWS OF
ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.

         (b) EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS
THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY STATE OR
FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED
STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY
BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH BORROWER
HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

         (c) EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS
IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL
(POSTAGE PREPAID) TO THE ADDRESS OF SUCH BORROWER PROVIDED IN SECTION 13.02, OR
BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT
IN THE STATE OF NEW YORK.

         (d) NOTHING CONTAINED IN SUBSECTION (a) OR (b) HEREOF SHALL PRECLUDE
ANY AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE ANY
BORROWER OR ANY BORROWER'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE
EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY
WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE
EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR
COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.


                                       96
<PAGE>

         (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
CONNECTION WITH THE FOREGOING, EACH BORROWER, EACH AGENT AND THE LENDERS HEREBY
AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH
PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

         12.15    Special Funding Option.

         (a) Notwithstanding anything to the contrary contained herein, any
Lender (for the purposes of this Section 12.15, a "Granting Lender") may grant
to a special purpose funding vehicle (for the purposes of this Section 12.15, an
"SPC") the option to make, on behalf of such Granting Lender, all or a portion
of the Advances and Participations which such Granting Lender is obligated to
make (a "Funding Obligation") under the applicable Facility, such option to be
exercisable in the sole discretion of the SPC; provided, however, that

                  (i) such Granting Lender's obligations under this Agreement
         and the Loan Documents shall remain unchanged, including without
         limitation the indemnification obligations of the Granting Lender
         pursuant to Section 11.05 hereof;

                  (ii) such Granting Lender shall remain solely responsible to
         the other parties  hereto for the performance of all Funding
         Obligations;

                  (iii) the Applicable Borrowers and the Lenders shall continue
         to deal solely and directly with such Granting Lender in connection
         with such Granting Lender's rights and obligations under this
         Agreement; the Agent shall continue to deal directly with the Granting
         Lender as agent for the SPC with respect to distribution of payment of
         principal, interest and fees, notices of Conversion and Continuation
         and all other matters;

                  (iv) such Granting Lender shall retain the sole right to
         enforce the obligations of the Applicable Borrowers relating to its
         Loans and its Notes and its Participations and to approve any
         amendment, modification, or waiver of any provision of this Agreement,
         each of which may, if so agreed in writing between the Granting Lender
         and the SPC, require the prior consent of any such SPC which has
         exercised the option to undertake the Funding Obligation in connection
         with such Granting Lender's Commitments and Participations and
         Obligations owing thereto before the Granting Lender approves any such
         amendment, modification or waiver;

                  (v) the granting of such option shall not constitute an
         assignment to or participation of such SPC of or in the Granting
         Lender's Commitments and Participations and Obligations owing thereto;

                                       97
<PAGE>

                  (vi) such SPC shall not become a Lender hereunder as a result
         of the granting of such option;

                  (vii) such SPC shall not become obligated or committed to make
         Advances as a result of the granting of such option;

                  (viii) if such SPC elects not to exercise such option or
         otherwise fails to make all or any part of an Advance or Participation,
         the Granting Lender shall retain its Funding Obligation and be
         obligated to make the entire Advance or Participation or any portion of
         such Advance or Participation not made by such SPC; and

                  (ix) in no event shall any liability or obligation of the
         Parent, any other Borrower or any Guarantor be created or increased by
         reason of the matters described in this Section 12.15, including
         without limitation any liability or withholding obligation for Taxes,
         Other Taxes or Further Taxes.

         (b) Advances and Participations made by an SPC hereunder shall be
deemed to satisfy the Funding Obligation and utilize the Commitment of the
Granting Lender as if, and to the same extent, such Advances were made by such
Granting Lender.

         (c) Each party hereto agrees that no SPC shall be liable for any
indemnity or payment under this Agreement for which a Granting Lender would
otherwise be liable so long as, and to the extent that, the Granting Lender
provides such indemnity or makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States of America or any State thereof.

         (d) Notwithstanding anything to the contrary contained in this
Agreement, an SPC may (i) at any time and without paying any processing fee
therefor, assign or participate all or a portion of its interests in any Loans
or Participations as they may exist consistent with the terms of this Section
12.15 to its Granting Lender or to any financial institutions providing
liquidity and/or credit support to or for the account of such SPC to support the
funding or maintenance of Loans or Participations, and (ii) disclose on a
confidential basis any nonpublic information relating to Advances made by such
SPC hereunder to any rating agency, commercial paper dealer or provider of any
surety or guarantee to such SPC.

         (e) This Section 12.15 may not be amended without the prior written
consent of the Granting Lender on behalf of which such SPC has made all or any
part of its Advances which remain outstanding at the time of such amendment.

         Section 12.16 Additional Borrowers. The Parent may from time to time
designate any Consolidated Subsidiary (a "Proposed Borrower") to become a
Borrower hereunder pursuant to a Joinder Agreement in the form of Exhibit G
hereto (a "Joinder Agreement") by and among the Parent, the Proposed Borrower

                                       98
<PAGE>

and the Agent. Each Proposed Borrower shall become a Borrower for all purposes
hereunder upon satisfaction of the following conditions:

         (a)  the Parent and the Proposed Borrower shall have delivered an
              executed Joinder Agreement to the Agent and, if the Proposed
              Borrower is to be an Offshore Facility Borrower not located in an
              Applicable Country, the Agent shall have executed such Joinder
              Agreement;

         (b)  no Default or Event of Default shall have occurred and be
              continuing;

         (c)  the Proposed Borrower shall have delivered to the Agent all Notes
              required under this Agreement and all documents required by
              Section 6.01(a)(iii), (iv) and (v) hereof.


                            [Signature pages follow.]



                                       99
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.


                                    US BORROWERS:
                                    ------------


                                    TECHNITROL, INC.

                                    By: /s/Albert Thorp III
                                       -----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Vice President/Finance and Chief
                                           Financial Officer


                                    PULSE ENGINEERING, INC.

                                    By: /s/Albert Thorp III
                                       -----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Treasurer and Assistant Secretary


                                     AMI DODUCO, INC.

                                    By: /s/Albert Thorp III
                                       -----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Treasurer





                                      100
<PAGE>


                                    OFFSHORE BORROWERS:
                                    ------------------


                                    AMI DODUCO HOLDING GMBH

                                    By: /s/Albert Thorp III
                                       -----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Managing Director


                                    AMI DODUCO GMBH

                                    By: /s/Albert Thorp III
                                       ----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Managing Director


                                    AMI DODUCO ESPANA, S.L.

                                    By: /s/Karl-Heinze Funke
                                       -----------------------------------------
                                    Name: Karl-Heinze Funke
                                    Title: President


                                    AMI DODUCO ITALIA SRL

                                    By: /s/Albert Thorp III
                                       -----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Director


                                    AMI DODUCO (FRANCE) S.A.S.

                                    By: /s/Karl-Heinze Funke
                                       -----------------------------------------
                                    Name: Karl-Heinze Funke
                                    Title: President


                                    AMI DODUCO (UK) LIMITED

                                    By: /s/Albert Thorp III
                                       -----------------------------------------
                                    Name: Albert Thorp, III
                                    Title: Director

                                    By: /s/Drew A. Moyer
                                       -----------------------------------------
                                    Name:Drew A. Moyer
                                    Title: Director and Secretary


                                      101

<PAGE>
                                    BANK OF AMERICA, N.A., as Agent, as US
                                    Facility Lender and as Offshore Facility
                                    Lender

                                    By: /s/John W. Pocalyko
                                       -----------------------------------------
                                    Name: John W. Pocalyko
                                    Title: Managing Director


                                    PNC BANK, NATIONAL ASSOCIATION, as
                                    Syndication Agent and as US Facility
                                    Borrower

                                    By: /s/Robert J. Giannone
                                       -----------------------------------------
                                    Name: Robert J. Giannone
                                    Title: Vice President


                                    FLEET NATIONAL BANK, as Documentation Agent
                                    and US Facility Lender

                                    By: /s/Barrett D. Bencivenga
                                       -----------------------------------------
                                    Name: Barrett D. Bencivenga
                                    Title: Senior Vice President


                                    ALLFIRST BANK, as US Facility Lender

                                    By: /s/Kellie M. Matthews
                                       -----------------------------------------
                                    Name: Kellie M. Matthews
                                    Title: Senior Vice President


                                    NATIONAL CITY BANK, as US Facility Lender

                                    By: /s/Tara M. Handforth
                                       -----------------------------------------
                                    Name: Tara M. Handforth
                                    Title: Assistant Vice President


                                    HSBC BANK USA, as US Facility Lender

                                    By: /s/Ronald A. Andersen
                                       -----------------------------------------
                                    Name: Ronald A. Andersen
                                    Title: Vice President

                                    THE CHASE MANHATTAN BANK, as US Facility
                                    Lender

                                    By: /s/Thomas F. Conroy, Jr.
                                       -----------------------------------------
                                    Name: Thomas F. Conroy, Jr.
                                    Title: Vice President

                                    FIRST UNION NATIONAL BANK, as US Facility
                                    Lender

                                    By: /s/Karl F. Schultz
                                       -----------------------------------------
                                    Name: Karl F. Schultz
                                    Title: Vice President

                                      102
<PAGE>

                                    EXHIBIT A

           Lenders' Commitments and Applicable Commitment Percentages

US Facility

              Lender                US Facility          Applicable Commitment
              ------                Commitment                Percentage
                                    ----------                ----------

Bank of America, N.A.            $ 40,000,000.00             17.777777778%
Allfirst Bank                      25,000,000.00             11.111111111%
First Union National Bank          30,000,000.00             13.333333333%
PNC Bank, N. A.                    35,000,000.00             15.555555556%
National City Bank                 25,000,000.00             11.111111111%
Fleet National Bank                35,000,000.00             15.555555556%
The Chase Manhattan Bank           15,000,000.00              6.666666667%
HSBC Bank USA                      20,000,000.00              8.888888889%


TOTALS                           USD 225,000,000             100.00000000%



Offshore Facility

                                 Offshore Facility           Offshore Facility
              Lender                Commitment             Commitment Percentage
              ------                ----------             ---------------------

Bank of America, N.A.            USDE $100,000,000           100.00000000%




                                       A-1