<PAGE>
                                                                   EXHIBIT 10.28

                                     [FORM]

                               FIFTH AMENDMENT TO
                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

         Fifth Amendment dated as of March 22, 2002, to the Amended and Restated
Revolving Credit and Term Loan Agreement (the "Fifth Amendment"), by and among
THE HOLMES GROUP, INC. (FORMERLY KNOWN AS HOLMES PRODUCTS CORP.), a
Massachusetts corporation (the "Company"), THE RIVAL COMPANY, a Delaware
corporation ("Rival"), HOLMES PRODUCTS (FAR EAST) LIMITED, an entity organized
under the laws of the Bahamas ("Far East"), ESTEEM INDUSTRIES LIMITED, an entity
organized under the laws of Hong Kong ("Esteem"), RAIDER MOTOR CORPORATION, an
entity organized under the laws of the Bahamas ("Raider"), HOLMES PRODUCTS
(EUROPE) LIMITED, an entity organized under the laws of the United Kingdom
("Holmes UK"), BIONAIRE INTERNATIONAL B.V., a private company with limited
liability incorporated under the laws of the Netherlands ("Bionaire BV"), PATTON
ELECTRIC (HONG KONG) LTD. a corporation organized under the laws of Hong Kong
("Patton"), THE HOLMES GROUP CANADA LTD. (THE SURVIVOR OF THE AMALGAMATION OF
THE RIVAL COMPANY OF CANADA AND HOLMES AIR (CANADA) CORP.), a corporation
organized under the laws of Canada ("Holmes Canada" and, collectively with the
Company, Rival, Far East, Esteem, Raider, Holmes UK, Bionaire BV and Patton, the
"Borrowers", and each individually a "Borrower"), and FLEET NATIONAL BANK
(FORMERLY KNOWN AS BANKBOSTON, N.A.) and the other lending institutions listed
on Schedule 1 to the Credit Agreement (as hereinafter defined) (the "Banks"),
amending certain provisions of the Amended and Restated Revolving Credit and
Term Loan Agreement dated as of February 5, 1999 (as amended by the First
Amendment to Amended and Restated Revolving Credit and Term Loan Agreement dated
as of August, 1999, the Second Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement dated as of June 30, 2000, the Forbearance
Agreement and Third Amendment dated as of April 13, 2001, the Fourth Amendment
to Amended and Restated Revolving Credit and Term Loan Agreement and Limited
Waiver dated as of May 7, 2001 and as further amended and in effect from time to
time, the "Credit Agreement") by and among the Borrowers, the Banks, FLEET
NATIONAL BANK (FORMERLY KNOWN AS BANKBOSTON, N.A.) in its capacity as
administrative agent (the "Agent"), LEHMAN COMMERCIAL PAPER INC. in its capacity
as documentation agent, FLEET NATIONAL BANK (FORMERLY KNOWN AS BANKBOSTON, N.A.)
acting through its Hong Kong and London branches as fronting bank, FLEET
SECURITIES, INC. (FORMERLY KNOWN AS BANCBOSTON ROBERTSON STEPHENS INC.) as
syndication agent and arranger and LEHMAN BROTHERS INC. as co-arranger. Terms
not otherwise defined herein which are defined in the Credit Agreement shall
have the same respective meanings herein as therein.

         WHEREAS, the Borrowers and the Banks have agreed to amend and modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Fifth Amendment;

         NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:


<PAGE>
                                      -2-


         SS.1. AMENDMENTS TO THE CREDIT AGREEMENT. Sections 1-25 and 27-28 of
the Credit Agreement are hereby amended, and ss.26 of the Credit Agreement is
not amended but solely restated (without any change being made thereto) by
deleting each section in its entirety and restating it as follows:

         1.  DEFINITIONS AND RULES OF INTERPRETATION.

                  1.1 DEFINITIONS. The following terms shall have the meanings
set forth in this ss.1 or elsewhere in the provisions of this Credit Agreement
referred to below:

         Accounts Receivable. All rights of the Borrowers or any of their
Subsidiaries to payment for goods sold, leased or otherwise marketed in the
ordinary course of business and all rights of the Borrowers or any of their
Subsidiaries to payment for services rendered in the ordinary course of business
and all sums of money or other proceeds due thereon pursuant to transactions
with account debtors, except for that portion of the sum of money or other
proceeds due thereon that relate to sales, use or property taxes in conjunction
with such transactions, recorded on books of account in accordance with
generally accepted accounting principles.

         Acquisition.  See Recitals.

         Additional Investors.  See ss.2.12.2.

         Additional Required Revolving A Reduction.  See ss.8.27.4.

         Additional Required Revolving A Subdebt Funding Loan.  See ss.8.27.4.

         Adjusted Consolidated Cash Flow. As of December 31, 2002, an amount
equal to (a) the December 2001 Cash Position minus (b) the December 2002 Cash
Position.

         Adjustment Date. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Company
pursuant to ss.8.4(d) hereof.

         Affiliate. Any Person that would be considered to be an affiliate of
the Company under Rule 144(a) of the Rules and Regulations of the Securities and
Exchange Commission, as in effect on the date hereof, if the Company were
issuing securities.

         Agency Account Agreement. See ss.8.24.1.

         Agent's Head Office. The Agent's head office located at 100 Federal
Street, Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.

         Agent. Fleet National Bank (f/k/a BankBoston, N.A.) acting as
administrative agent for the Banks.
<PAGE>
                                      -3-


         Agent's Special Counsel. Bingham Dana LLP or such other counsel as may
be approved by the Agent.

         Agreement of Pledge of Assets and Receivables. The Agreement of Pledge
of Assets and Receivables, dated prior to or as of the Closing Date, between
Bionaire B.V. and the Agent.

         Amendment Effective Date.  March 22, 2002.

         Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the Applicable Margin set
forth below with respect to the Leverage Ratio, as determined for the period
ending on the fiscal quarter ended immediately preceding the applicable Rate
Adjustment Period.

<TABLE>
<CAPTION>
                                REVOLVING     REVOLVING    REVOLVING CREDIT      REVOLVING       COMMITMENT FEE
                              CREDIT A AND     CREDIT B    A AND TERM LOAN A     CREDIT B             RATE
  LEVEL      LEVERAGE RATIO    TERM LOAN A    BASE RATE      EUROCURRENCY       EUROCURRENCY
                                BASE RATE       LOANS         RATE LOANS         RATE LOANS
                                  LOANS
 =======    ===============   ============    ==========   =================    =============    ===============
<S>         <C>               <C>             <C>          <C>                  <C>              <C>
    I       Greater than or
                equal to          2.00%         1.00%            3.75%              1.75%            0.500%
               4.75:1.00
 =======    ===============   ============    ==========   =================    =============    ===============

    II         Less than
             4.75:1.00 but       1.125%         .125%           2.875%              1.75%            0.500%
                greater
             than or equal
              to 4.25:1.00
 =======    ===============   ============    ==========   =================    =============    ===============

   III         Less than
             4.25:1.00 but       0.875%           0%            2.625%              1.75%            0.500%
                greater
             than or equal
              to 3.75:1.00
 =======    ===============   ============    ==========   =================    =============    ===============

    IV         Less than
             3.75:1.00 but       0.625%           0%            2.375%              1.75%            0.375%
                greater
             than or equal
              to 3.25:1.00
 =======    ===============   ============    ==========   =================    =============    ===============

    V          Less than         0.625%           0%            2.125%              1.75%            0.375%
               3.25:1.00

 =======    ===============   ============    ==========   =================    =============    ===============
</TABLE>

         Notwithstanding the foregoing, (a) on April 1, 2002, the Applicable
Margin for each Revolving Credit A Loan and the Term Loans A outstanding shall
increase by 0.25% at each and every level; (b) on January 1, 2004 the Applicable
Margin for each Revolving Credit A Loan and the Term Loans A outstanding shall
increase by an additional 0.25% at each and every level (which, for avoidance of
doubt, means on January 1, 2004, such increase shall be in addition to the
increase previously made on April 1, 2002); and (c) if the Company fails to
deliver any Compliance Certificate pursuant to ss.8.4(d) hereof then, for the
period commencing on the next Adjustment Date to occur subsequent to such
failure through the date immediately following the date on which such Compliance
Certificate is delivered, the Applicable Margin shall be the highest Applicable
Margin set forth above.


<PAGE>
                                      -4-


         Arranger. Fleet Securities, Inc. (f/k/a BancBoston Robertson Stephens
Inc.)

         Asset Sale. Any one or series of related transactions in which any
applicable Person conveys, sells, transfers or otherwise disposes of, directly
or indirectly, any of its properties, businesses or assets (including the sale
or issuance of capital stock of a Subsidiary), whether owned on the Closing Date
or thereafter acquired.

         Assignment and Acceptance. See ss.19.1.

         Balance Sheet Date. September 30, 1998.

         Banks. Fleet and the other lending institutions listed on Schedule 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to ss.19.

         Base Rate. The higher of (a) the variable annual rate of interest so
designated from time to time by Fleet at its office in Boston, Massachusetts, as
its "base rate" or "prime rate", such rate being a reference rate and not
necessarily representing the lowest or best rate being charged to any customer
and (b) one-half of one percent (1/2%) above the Federal Funds Effective Rate.
For the purposes of this definition, "Federal Funds Effective Rate" shall mean
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, as published for such day (or, if such day is
not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions
received by the Agent from three (3) funds brokers of recognized standing
selected by the Agent. Changes in the Base Rate resulting from any changes in
Fleet's "prime rate" or "base rate" shall take place immediately without notice
or demand of any kind.

          Base Rate Loans. The Loans bearing interest calculated by reference to
the Base Rate.

          Berkshire Fund IV. Berkshire Fund IV, L.P., a Massachusetts limited
partnership.

          Berkshire Fund V. Berkshire Fund V, L.P., a Massachusetts limited
partnership.

          Berkshire Fund IV Investment Corp. Berkshire Fund IV Investment Corp.,
a Massachusetts corporation.

          Berkshire Fund V Investment Corp. Berkshire Fund V Investment Corp., a
Massachusetts corporation.

          Berkshire Investors LLC. Berkshire Investors LLC, a Massachusetts
limited liability company.

<PAGE>
                                      -5-


         Berkshire Partners. Berkshire Partners LLC, a Massachusetts limited
liability company.

         Bionaire B.V. As defined in the preamble hereto.

         Borrowers. As defined in the preamble hereto.

         Borrowing Base. At the relevant time of reference thereto, an amount
determined by the Agent by reference to the most recent Borrowing Base Report
delivered to the Banks and the Agent pursuant to ss.8.4(i), which is equal to
the sum of:

                  (a)      80% of Eligible Accounts Receivable; plus

                  (b)      50% of Eligible Inventory.

         Borrowing Base Report. A Borrowing Base Report signed by the chief
financial officer of the Company and in substantially the form of Exhibit I
hereto.

         Budgeted Expenses. The aggregate amount of all budgeted cash expenses
set forth in the Borrowers' budget for the 2002 fiscal year relating to (a) the
closing of the Designated Property, (b) Project HQ, (c) Project Rum, (d) Project
Marvel, (e) Project Wire and (f) the implementation of the Enterprise Resource
and Planning system (each, an "EBITDA Project") and in the cash amounts for each
EBITDA Project set forth in the Project Letter to the Banks from the Company
dated as of the Amendment Effective Date, and which cash expenses have not been
incurred in the 2002 fiscal year, as certified by the Borrowers pursuant to
ss.8.4(n).

         Business Day. Any day other than a Saturday or Sunday on which banking
institutions in Boston, Massachusetts are open for the transaction of banking
business and, in addition, if Eurocurrency Rate Loans are involved, a day which
is also a day in which commercial banks are open for international business
(including dealings in Dollar deposits) in London or such other eurodollar
interbank market as may be selected by the Agent in its sole discretion acting
in good faith.

         Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery, equipment and all other assets which are treated as capital
assets in accordance with generally accepted accounting principles) and
intangible (such as patents, copyrights, trademarks, franchises and good will);
provided that Capital Assets shall not include any item customarily charged
directly to expense or depreciated over a useful life of twelve (12) months or
less in accordance with generally accepted accounting principles.

         Capital Expenditures. Amounts paid or Indebtedness incurred by the
Company or any of its Subsidiaries in connection with (a) the purchase or lease
by the Company or any of its Subsidiaries of Capital Assets that would be
required to be capitalized and shown on the balance sheet of such Person in
accordance with generally accepted accounting principles or (b) the lease of any
assets by the Company or any of its Subsidiaries as lessee under any synthetic
lease referred to in clause (f) of the definition of the term "Indebtedness" to
the extent that such assets would have been Capital Assets had the synthetic
lease been treated for accounting purposes as a Capitalized Lease, provided, for
purposes of this definition, to the extent the
<PAGE>
                                      -6-


Company makes a Capital Expenditure in connection with the purchase of the real
property in Milford, Massachusetts, and subsequently sells such real property,
the Company shall be entitled to a credit of such Capital Expenditure in the
period so made in an amount which is the lesser of (a) the amount of such
initial Capital Expenditure or (b) the cash sales price for such real property.

         Capitalization Documents. Collectively, the Stockholders Agreement and
the articles of organization or comparable charter documents, as the case may
be, of the Company and its Subsidiaries.

         Capitalized Leases. Leases under which the Company or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

         Cash Equivalents. Collectively, (a) securities issued or directly and
fully guaranteed or insured by the United States of America and having a
maturity of not more than six (6) months from the date of acquisition; (b)
certificates of deposit and eurodollar time deposits with maturities of six (6)
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six (6) months and overnight bank deposits, in each
case, (i) with any of the Banks or (ii) with any domestic commercial bank
organized under the laws of the United States of America or any state thereof
and foreign subsidiaries of such bank, having a rating of not less than A or its
equivalent by S&P or any successor and having capital and surplus in excess of
$300,000,000; (c) repurchase obligations with a term of not more than seven (7)
days for underlying securities of the types described in clauses (a) and (b)
entered into with any financial institution meeting the qualifications in clause
(b) above; and (d) any commercial paper or finance company paper issued by (i)
any Bank or any holding company controlling any Bank or (ii) any other Person
that is rated not less than prime-two or A2 or their equivalents by Moody's
Investor Service, Inc. or S&P or their successors.

         CERCLA.  See ss.7.18(a).

         Charges Over Shares. Collectively, the Charge Over Shares, dated as of
December 15, 1997, and amended as of the Closing Date, between Holmes Far East,
Raider and the Agent and amended as of the Closing Date, the several Charges
Over Shares, dated as of the Closing Date between Holmes Far East, Holmes UK and
the Agent, and each in form and substance satisfactory to the Banks and the
Agent.

         Closing Date. February 5, 1999.

         Code. The Internal Revenue Code of 1986, as amended.

         Collateral. All of the property, rights and interests of the Company
and its Subsidiaries that are or are intended to be subject to the security
interests and mortgages created by the Security Documents.


<PAGE>
                                      -7-


         Commitment. As to any Bank, its Revolving A Commitment, Revolving B
Commitment, Term Loan A Commitment and Term Loan B Commitment, as the case may
be.

         Commitment Fee Rate. The applicable rate per annum set forth in the
chart contained in the definition of Applicable Margin under the heading
"Commitment Fee Rate".

         Company. As defined in the preamble hereto.

         Compliance Certificate. See ss.8.4(d).

         Consolidated or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Company and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

         Consolidated Excess Cash Flow. With respect to the Borrowers, on a
consolidated basis, and for any fiscal year ending on or after December 31,
1999, an amount equal to Consolidated Operating Cash Flow for such fiscal year,
less (a) the sum of (i) Consolidated Total Interest Expense for such fiscal year
plus (ii) any mandatory permanent repayments (whether scheduled or otherwise) of
principal on any Indebtedness of the Borrowers or any of their Subsidiaries paid
or due and payable during such period (other than such payments in any year in
respect of the Consolidated Excess Cash Flow for the prior year), plus (iii)
cash Integration Expenses added to EBITDA in such fiscal year.

         Consolidated Net Income (or Deficit). The consolidated net income (or
loss) of the Company and its Subsidiaries, determined in accordance with
generally accepted accounting principles and before any reduction in respect of
preferred stock dividends, excluding, however, (a) any gain (but not loss),
together with any related provision for taxes on such gain (but not loss)
realized in connection with (i) any Asset Sale (including, without limitation,
dispositions pursuant to sale and leaseback transactions) or (ii) the
disposition of any securities by the Company or any of its Subsidiaries or the
extinguishment of any Indebtedness of the Company or any of its Subsidiaries and
(b) any extraordinary or nonrecurring gain (but not loss), together with any
related provision for taxes on such extraordinary or nonrecurring gain (but not
loss); provided that (1) the Consolidated Net Income (but not loss) of any
Subsidiary that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the Company or another Subsidiary thereof; (2) the net income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of that net income is not
at the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Subsidiary or its
stockholders; (3) the net income of any Person acquired in a pooling of interest
transaction for any period prior to the date of such acquisition shall be
excluded; and (4) the cumulative effect of a change in accounting principles
shall be excluded; provided, however, solely for purposes of determining the
Leverage Ratio for purposes of the Applicable Margin, Consolidated Net Income
shall exclude any effect of the PRC Reserve up to an aggregate amount of
$600,000 in any fiscal year.


<PAGE>
                                      -8-


         Consolidated Operating Cash Flow. For any period, an amount equal to
(a) the sum of (i) EBITDA plus (ii) if applicable, in-flows resulting from Net
Working Capital Changes for such period, less (b) the sum of (i) cash payments
for all taxes paid during such period, plus (ii) to the extent not already
deducted in the determination of EBITDA, Capital Expenditures made during such
period to the extent permitted by ss.10.4, plus (iii) if applicable, out-flows
resulting from Net Working Capital Changes for such period.

         Consolidated Total Interest Expense. For any period, the aggregate
amount of interest required to be paid or accrued by the Company and its
Subsidiaries during such period on all Indebtedness of the Company and its
Subsidiaries outstanding during all or any part of such period, whether such
interest was or is required to be reflected as an item of expense or
capitalized, including payments consisting of interest in respect of any
Capitalized Lease, or any synthetic lease referred to in clause (f) of the
definition of the term "Indebtedness," and including commitment fees, agency
fees, facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money but excluding payments consisting of
reasonable closing fees and expenses incurred by the Company and its
Subsidiaries in connection with the Acquisition or incurred hereunder.

         Consultant.  See ss.8.28 hereof.

         Continuing Directors. As of any date of determination, any member of
the Board of Directors of the Company who (a) was a member of such Board of
Directors on the Closing Date or (b) was nominated for election or elected to
such Board of Directors with the approval of the majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election.

         Conversion Request. A notice given by the applicable Borrower to the
Agent of such Borrower's election to convert or continue a Loan in accordance
with ss.2.7 (in the case of Revolving Credit Loans) or ss.3.5.2 (in the case of
Term Loans).

         Conversion Shortfall.  As defined in ss.8.27.5(a).

         Conversion Subdebt Funding Loan.  As defined in ss.8.27.5(a).

         Credit Agreement. This Amended and Restated Revolving Credit and Term
Loan Agreement, including the Schedules and Exhibits hereto.

         Debentures. Collectively, (a) the Debenture, dated as of December 15,
1997 and amended as of the Closing Date, between Esteem and the Agent, (b) the
Debenture, dated as of the Closing Date between Patton HK and the Agent and (c)
the Debenture, dated as of the Closing Date and between Holmes UK and the Agent,
each in form and substance satisfactory to the Banks and the Agent.

         December 2001 Cash Position. An amount equal to (a) the aggregate
amount of all outstanding Revolving Credit Loans and Unpaid Reimbursement
Obligations on December 31, 2001 minus (b) Unencumbered Cash on December 31,
2001, all as such calculations are approved and verified by the Consultant as
having been determined by the Company in a

<PAGE>
                                      -9-


manner consistent with its past practices and calculated pursuant to
commercially sound business decisions.

         December 2002 Cash Position. An amount equal to (a) the sum of (i) the
aggregate amount of all outstanding Revolving Credit Loans and Unpaid
Reimbursement Obligations on December 31, 2002, plus (ii) the aggregate Maximum
Drawing Amount of all Letters of Credit outstanding on December 31, 2002 and
which were issued in lieu of, or in addition to, the funding by the Borrowers of
a cash expenditure which the Borrowers would otherwise have made in the 2002
fiscal year and which Letters of Credit were not issued in the ordinary course
of the Borrowers' business consistent with past practices plus (iii) the
Included 2002 Expenses, minus (b) Unencumbered Cash on December 31, 2002, minus
(c) that portion of the Revolving Credit B Loans outstanding on December 31,
2002 which (i) constitute Subdebt Funding Loans, and (ii) the proceeds of such
Revolving Credit B Loans which were used to fund the principal amount of any
Senior Subordinated Notes repurchased in a Required Repurchase or a Permitted
Repurchase; as such calculations are approved and verified by the Consultant as
having been determined by the Company in a manner consistent with its past
practices and calculated pursuant to commercially sound business decisions.

         Default. See ss.13.1.

         Delinquent Bank. See ss.15.5.3.

         Delivered Pro Forma Results. As defined in the definition of
"Historical Pro Forma Results".

         Designated Property. That certain property identified by the Company in
writing to the Agent and the Banks prior to May 7, 2001.

         Distribution. The declaration or payment of any dividend on or in
respect of any shares of any class of capital stock of the Company, other than
dividends payable solely in shares of common stock of the Company; the purchase,
redemption, or other retirement of any shares of any class of capital stock of
the Company, directly or indirectly through a Subsidiary of the Company or
otherwise; the return of capital by the Company to its shareholders as such; or
any other distribution on or in respect of any shares of any class of capital
stock of the Company.

         Documentation Agent. Lehman Commercial Paper Inc., in its capacity as
documentation agent for the Banks.

         Dollar Equivalent. On any particular date, with respect to any amount
denominated in Dollars, such amount of Dollars, and with respect to any amount
denominated in a currency other than Dollars, the amount (as conclusively
ascertained by the Agent absent manifest error) of Dollars which could be
purchased by the Agent (in accordance with its normal banking practices) in the
London foreign currency deposit markets with such amount of such currency at the
spot rate of exchange prevailing at or about 11:00 a.m. (London time) on such
date.

         Dollars or $. Dollars in lawful currency of the United States of
America.


<PAGE>
                                      -10-


         Domestic Borrowers. See preamble.

         Domestic Lending Office. Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

         Domestic Subsidiary. Any Subsidiary which is not a Foreign Subsidiary.

         Drawdown Date. The date on which any Revolving Credit Loan is made or
is to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with ss.2.7.

         EBITDA. With respect to the Company and its Subsidiaries and any fiscal
period, an amount equal to Consolidated Net Income for such period, plus, to the
extent deducted in the calculation of Consolidated Net Income and without
duplication, (a) depreciation and amortization for such period, plus, (b) solely
for purposes of calculating compliance with the financial covenants set forth in
ss.10 hereof and subject to the limitations set forth at the end of this
definition, (i) one time restructuring fees and expenses (including, without
limitation, legal fees and fees of consultants) actually incurred by the Company
in the 2001 fiscal year or thereafter in connection with the restructuring of
this facility; plus (ii) the charges (both cash and non-cash) taken and expenses
actually incurred in the 2001 and 2002 fiscal years in connection with the
closing of the Designated Property, all as more fully set forth in the Project
Letter, in an aggregate amount not to exceed that amount set forth as "Item
(b)(ii) - 2001" in the Project Letter in the 2001 fiscal year and that amount
set forth as "Item (b)(ii) - 2002" in the Project Letter in the 2002 fiscal year
plus (iii) the non-cash charge taken in the 2003 fiscal year in connection with
Project Marvel, in an aggregate amount not to exceed that amount set forth as
"Item (b)(iii)" in the Project Letter for that item described next the amount in
"Item(b)(iii); plus (iv) cash expenses actually incurred by the Company in the
2002 and 2003 fiscal years in connection with Project Rum, in an aggregate
amount not to exceed that amount set forth as "Item (b)(iv)-2002" in the Project
Letter in the 2002 fiscal year and that amount set forth as "Item (b)(iv) -
2003" in the Project Letter in the 2003 fiscal year and, in addition, specific
non-cash write-downs of assets and inventory reserves taken by the Company in
the 2002 fiscal year associated with Project Rum, in an aggregate amount not to
exceed that amount set forth as "Item (b)(iv)-asset/inventory reserve" in the
Project Letter, plus (v) the cash charges taken and expenses actually incurred
in the 2002 fiscal year in connection with Project HQ in an aggregate amount not
to exceed that amount set forth as "Item (b)(v)" in the Project Letter, and the
non-cash write-down taken by the Company in the 2002 fiscal year as more fully
described in the Project Letter, not to exceed an aggregate amount set forth as
"Item (b)(v) - Leasehold Writedown" in the Project Letter, plus (vi) one time
expenses actually incurred by the Company in the 2002 and 2003 fiscal years in
connection with Project ERP, in an aggregate amount not to exceed that amount
set forth as "Item(b)(vi)-2002" for the 2002 fiscal year and in an aggregate
amount not to exceed that amount set forth as "Item(b)(vi)-2003" in the 2003
fiscal year, plus (vii) cash expenses actually incurred by the Company in the
2002 fiscal year in connection with Project Marvel in an aggregate amount not to
exceed the amount set forth as "Item (b)(vii) - Cash Expense" in the Project
Letter and non-cash inventory reserves taken by the Company in the 2002 fiscal
year in connection with Project Marvel in an aggregate amount not to exceed that
amount set forth as "Item (b)(vii) - NonCash" in the Project Letter, plus (viii)
cash expenses

<PAGE>
                                      -11-


actually incurred by the Company in the 2002 fiscal year in connection with
Project Wire, in an aggregate amount not to exceed that amount set forth as
"Item (b)(viii) - Cash Expense" in the Project Letter and non-cash expenses
actually incurred by the Company in the 2002 fiscal year relating to Project
Wire, as more fully described in the Project Letter, in an aggregate amount not
to exceed that amount set forth as "Item (b)(viii)-NonCash" in the Project
Letter, plus (ix) any charges taken by the Company in the 2001 and 2002 fiscal
years for write-offs of certain Accounts Receivable pertaining to Project Retail
in an aggregate amount of not more than that amount set forth as "Item
(b)(ix)-AR" in the Project Letter and write-offs taken by the Company in the
2001 fiscal year and thereafter in connection with Project Retail and pertaining
to inventories, as more fully set forth in the Project Letter, in an aggregate
amount of not more than that amount set forth as "Item(b)(ix)-Inventory" in the
Project Letter plus (c) other non-cash charges for such period (which charges
are exclusive of the other non-cash charges set forth in (b) above), plus (d)
income tax expense for such period, plus (e) Consolidated Total Interest Expense
paid or accrued during such period and minus, to the extent included in
Consolidated Net Income, the aggregate amount of all amounts received by the
Borrowers from collections on any of the Accounts Receivables or inventories
written off pursuant to (b)(ix) above. Notwithstanding anything to the contrary
contained in this definition, (a) to the extent any additions to EBITDA set
forth in paragraphs (b)(i) - (ix) hereof are to occur in the 2002 or 2003 fiscal
year and actually occur after or, in the case of any additions to EBITDA
permitted to be added for the 2003 fiscal year, prior to the time period
permitted hereunder, the Company shall, solely for purposes of calculating
compliance with the financial covenants contained in ss.10 hereof, be permitted
to include such items in such later or prior period, as the case may be, but
solely to the extent that the change in time for incurring such expenses was
based on a commercially sound business decision; and (b) to the extent in
connection with any EBITDA Project any Budgeted Expense was classified by the
Borrowers as an Excluded 2002 Expense for purposes of computing the Borrowers'
December 2002 Cash Position, the aggregate amount of cash expenses and charges
permitted to be added back to EBITDA pursuant to (b) above for such EBITDA
Project shall be limited to the sum of (x) the actual expenses incurred in the
2002 fiscal year, plus (y) the aggregate amount of the Included 2002 Expenses
for such EBITDA Project.

         EBITDA Project. As such term is defined in "Budgeted Expenses".

         Eligible Accounts Receivable. The aggregate of the unpaid portions of
Accounts Receivable which are classified as "accounts receivable" on the balance
sheet of the Company and its Subsidiaries (other than any such Accounts
Receivable which pertain to any letter of credit discounted and sold pursuant to
ss.9.1(f)(iv)(2)) and which are net of any credits to such Accounts Receivable
and net of applicable reserves in accordance with generally accepted accounting
principles, applied in a manner consistent with past practices.

         Eligible Assignee. Any of (a)(i) a commercial bank, insurance company
or commercial finance company or other financial institution organized under the
laws of the United States, or any State thereof or the District of Columbia, and
having total assets in excess of $1,000,000,000; (ii) a savings and loan
association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having a net worth of at
least $100,000,000, calculated in accordance with generally accepted accounting
principles; (iii) a commercial bank organized under the laws of any other
country which is a member of the


<PAGE>
                                      -12-


Organization for Economic Cooperation and Development (the "OECD"), or a
political subdivision of any such country, and having total assets in excess of
$1,000,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is also
a member of the OECD; (iv) the central bank of any country which is a member of
the OECD; (v) any investment company, investment fund, financial institution or
other institutional lender (other than any financial institution which, but for
the amount of its total assets, would have been an Eligible Assignee under
clauses (a)(i) through (a)(iv) above) having total assets in excess of
$100,000,000 (or with respect to a Bank that is a holder of Term Loan B, such
lower amount as shall be reasonably approved by the Company and the Agent); and
(vi) if, but only if, any Event of Default has occurred and is continuing, any
other bank, insurance company, commercial finance company or other financial
institution or other Person approved by the Agent, such approval not to be
unreasonably withheld and (b) Berkshire Partners, Berkshire Fund IV, Berkshire
Fund V, Berkshire Fund IV Investment Corp., Berkshire Fund V Investment Corp.,
Berkshire Investors LLC, any Bank and any Affiliate of any Bank and, with
respect to any Bank that is a fund that invests in loans, any other fund that
invests in loans and is managed by the same investment advisor of such Bank or
by an Affiliate of such investment advisor (and treating all such funds so
managed as a single Eligible Assignee).

         Eligible Inventory. With respect to the Company or any of its
Subsidiaries, the net book value of finished goods, work in progress and raw
materials and component parts inventory owned by the Company or any of its
Subsidiaries and which is classified as "inventory" on the balance sheet of the
Company and its Subsidiaries, which are net of the aggregate amount of all
applicable inventory reserves in accordance with generally accepted accounting
principles, applied in a manner consistent with past practices.

         Employee Benefit Plan. Any employee benefit plan within the meaning of
ss.3(3) of ERISA maintained or contributed to by any Borrower or any Subsidiary
of any Borrower, other than a Guaranteed Pension Plan or a Multiemployer Plan,
and with respect to Holmes Canada, all employee benefit programs relating to
employees of Holmes Canada other than pension plans, but including profit
sharing, deferred compensation, incentive, severance, change of control, phantom
stock, stock option, stock purchase, bonus, health or insurance plans and
arrangements (in each case, oral or written).

         Environmental Laws. See ss.7.18(a).

         EPA. See ss.7.18(b).

         Equity Issuance. The sale or issuance by the Company or any of its
Subsidiaries of any of its capital stock or equity interests or any warrants,
rights or options to acquire its capital stock or equity interests.

         ERISA. The Employee Retirement Income Security Act of 1974.

         ERISA Affiliate. Subsidiaries of the Borrowers and, other than for
purposes of ss.7.16, clause (i) of ss.8.11 and ss.9.9(e), any Person which is
treated as a single employer with any Borrower under ss.414 of the Code.



<PAGE>
                                      -13-


         ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss.4043 of ERISA and the regulations
promulgated thereunder.

         Erroneous Reversal Amount.  See ss.8.27.5(a) hereof.

         Erroneous Reversal Event.  See ss.8.27.5(a) hereof.

         Esteem. As defined in the preamble hereto.

         Eurocurrency Lending Office. Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other office of such
Bank, if any, that shall be making or maintaining Eurocurrency Rate Loans.

         Eurocurrency Rate. For any Interest Period with respect to a
Eurocurrency Rate Loan, the rate of interest equal to (a) the rate per annum
(rounded upwards to the nearest 1/16 of one percent) at which the applicable
Reference Bank's Eurocurrency Lending Office is offered Dollar deposits two (2)
Business Days prior to the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency and exchange
operations of each Eurocurrency Lending Office are customarily conducted, for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of the Eurocurrency
Rate Loan of the applicable Reference Bank to which such Interest Period
applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve
Rate, if applicable.

         Eurocurrency Rate Loans. Loans bearing interest calculated by reference
to a Eurocurrency Rate.

         Eurocurrency Reserve Rate. For any day with respect to a Eurocurrency
Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

         Event of Default. See ss.13.1.

         Exchange Offer. The offer by the Company and those certain Domestic
Subsidiaries of the Company party to the Subordinated Guarantee to exchange the
Subordinated Notes issued on or prior to the Closing Date for a new issue of
Subordinated Notes (with terms substantially identical to those of the New
Subordinated Notes issued on the Closing Date) pursuant to a registration
statement to be filed with the Securities and Exchange Commission within ninety
(90) days after the Closing Date (the "Registration Statement").

         Excluded 2002 Expense. Those Budgeted Expenses which the Company has
certified to the Agent and the Banks in the certificate required to be delivered
pursuant to ss.8.4(n) hereof are not expected to be incurred after the 2002
fiscal year and which amount has not been added to item (a)(iii) of the
calculation of December 2002 Cash Position.
<PAGE>
                                      -14-

         Fee Letter. The fee letter, dated on or prior to the Closing Date,
between the Company and the Agent, as the same may be amended, modified or
supplemented from time to time.

         Fixed Charge Coverage Ratio. As at any date of determination, the ratio
of (a) EBITDA for the Reference Period most recently ended on such date (or, if
such date is not a fiscal quarter end date, the period of four consecutive
fiscal quarters most recently ended) less the aggregate amount of Capital
Expenditures made by the Company and its Subsidiaries in such period, less the
aggregate amount of taxes paid in cash in such period to (b) the Fixed Charges
of the Company and its Subsidiaries for such Reference Period.

         Fixed Charges. For any period, all scheduled mandatory payments of
principal on Indebtedness of the Company and its Subsidiaries made or required
to be made in such period, plus the Consolidated Total Interest Expense of the
Company and its Subsidiaries for such period, less non-cash interest expense and
amortization in such period or write-off of fees and expenses in such period
relating to financing activities.

         Fleet. Fleet National Bank, a national banking association, in its
individual capacity.

         Fleet Concentration Account. See ss.8.24.1.

         Foreign Guarantees. Those certain guarantee agreements, each dated
either as of the Original Closing Date and amended as of the Closing Date or
dated as of the Closing Date, from each of the Foreign Guarantors, each in form
and substance satisfactory to the Banks and the Agent.

         Foreign Borrowers.  As defined in the preamble hereto.

         Foreign Guarantors. Esteem, Holmes Far East, Raider, Holmes Canada,
Bionaire B.V., Patton HK and Holmes UK.

         Foreign Security Documents. Collectively, each of the Foreign
Guarantees the Debentures, the Share Security Deeds and the Charges Over Shares.

         Foreign Subsidiary. Any Subsidiary which conducts substantially all of
its business in countries other than the United States of America and that is
organized under the laws of a jurisdiction other than the United States of
America and the States (or the District of Columbia) thereof.

         GE Joint Venture. Those certain joint venture arrangements between the
Company and certain of its Subsidiaries and General Electric Company and certain
of its subsidiaries (collectively, "GE"), pursuant to which (a) one or more of
the Company's Foreign Subsidiaries and GE will co-own certain joint venture
entities, with the Foreign Subsidiary holding not less than 49% ownership
interest (the "HK JV") and (b) Holmes Motor Corporation owns not less than 49%
of a joint venture entity (the "US JV" and, collectively with the HK JV, the
"JV") and GE owns the balance of the US JV, with the JV purchasing, among other
things, certain motors from certain Subsidiaries of the Company and GE
providing, among other things, selling,

<PAGE>
                                      -15-


management and administrative support to the JV, all on such terms as disclosed
in writing to the Agent and set forth in more detail in an Organization
Agreement and related documentation.

         generally accepted accounting principles. (a) When used in ss.10,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Company reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are (i) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time, and (ii) consistently applied with past financial
statements of the Company adopting the same principles, provided that in each
case referred to in this definition of "generally accepted accounting
principles" a certified public accountant would (but for the absence of
footnotes and year-end adjustments for interim financial statements), insofar as
the use of such accounting principles is pertinent, be in a position to deliver
an unqualified opinion (other than a qualification regarding changes in
generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

         Guaranteed Obligations. See ss.6.3.1 hereof.

         Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of ss.3(2) of ERISA maintained or contributed to by any Borrower or any
Subsidiary of any Borrower or (except for purposes of ss.7.16, clause (i) of
ss.8.11 and ss.9.9(e)) any ERISA Affiliate, the benefits of which are guaranteed
on termination in full or in part by the PBGC pursuant to Title IV of ERISA,
other than a Multiemployer Plan, and with respect to Holmes Canada, all pension
and retirement plans relating to the current and former employees of Holmes
Canada, whether registered or unregistered, funded or unfunded and written or
oral.

         Guarantors. Each Domestic Subsidiary of the Company existing on the
Closing Date and each other Person which is required to be or become a guarantor
from time to time pursuant to ss.8.15 hereof.

         Guaranty. The Guaranty, dated as of the Original Closing Date and as
amended as of the Closing Date, made jointly and severally by each Domestic
Subsidiary of the Company in favor of the Banks and the Agent pursuant to which
each Domestic Subsidiary of the Company guaranties to the Banks and the Agent
the payment and performance of the Obligations, in form and substance
satisfactory to the Banks and the Agent.

         Hazardous Substances. See ss.7.18(b).

         Historical Pro Forma Results. The pro forma historical financial
results of the Company and its Subsidiaries (including Rival and its
Subsidiaries as if the Acquisition had occurred at the beginning of such period)
on a consolidated basis for the two consecutive fiscal quarters ended September
30, 1998 delivered to the Agent on or prior to the Closing Date (the "Delivered

<PAGE>
                                      -16-


Pro Forma Results") together with the pro forma historical financial results of
the Company and its Subsidiaries (including Rival and its Subsidiaries) for the
fiscal quarters ending December 31, 1998 and March 31, 1999, which are prepared
in a manner consistent with the Delivered Pro Forma Results and which are
otherwise reasonably satisfactory to the Agent.

         Holmes Canada. The Holmes Group Canada Ltd. (the survivor of the
amalgamation of The Rival Company of Canada and Holmes Air (Canada) Corp), a
corporation organized under the laws of Canada.

         Holmes Far East. As defined in the preamble hereto.

         Holmes UK. As defined in the preamble hereto.

         Included 2002 Expense. Those Budgeted Expenses which the Company has
certified to the Agent and the Banks in the certificate required to be delivered
pursuant to ss.8.4(n) hereof that the Borrowers either have incurred or may
incur after December 31, 2002 and are included in subparagraph (a) (iii) of the
calculation of (and definition of) "December 2002 Cash Position".

         Incurred Excluded 2002 Expenses. As to any EBITDA Project, those
Excluded 2002 Expenses incurred by the Borrowers after December 31, 2002,
whether such actual cash expense was for an all or any part of such EBITDA
Project budgeted for the 2002 fiscal year or thereafter.

         Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against, all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

                  (a) every obligation of such Person for money borrowed,

                  (b) every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         incurred in connection with the acquisition of property, assets or
         businesses,

                  (c) every reimbursement obligation of such Person with respect
         to letters of credit, bankers' acceptances or similar facilities issued
         for the account of such Person,

                  (d) every obligation of such Person issued or assumed as the
         deferred purchase price of property or services (including securities
         repurchase agreements but excluding (i) trade accounts payable or
         accrued liabilities arising to third parties or the JV in the ordinary
         course of business and (ii) intercompany accounts payable of the
         Company or any of its Subsidiaries to the Company or any of its
         Subsidiaries, as the case may be, arising in the ordinary course of
         business, priced consistent with past practices and provided that (1)
         such Subsidiary agrees on terms acceptable to the Agent that, if any
         Default or Event of Default shall have occurred and be continuing, no
         payment shall be made or received on such account payable prior to
         performance and payment in full, in cash, of all Obligations to the
         Banks and the Agent; and (2) the transaction giving rise to such
         account payable was either conducted on an arms-length basis for fair
         market value or is on terms favorable to the Company or any Guarantor
         (the "Intercompany Accounts"),


<PAGE>
                                      -17-


                  (e) every obligation of such Person under any Capitalized
          Lease,

                  (f) every obligation of such Person under any lease (a
          "synthetic lease") treated as an operating lease under generally
          accepted accounting principles and as a loan or financing for U.S.
          income tax purposes,

                  (g) all sales by such Person of (i) accounts or general
         intangibles for money due or to become due, (ii) chattel paper,
         instruments or documents creating or evidencing a right to payment of
         money or (iii) other receivables (collectively "receivables"), whether
         pursuant to a purchase facility or otherwise, other than in connection
         with the disposition of the business operations of such Person relating
         thereto or a disposition of doubtful, bad, overdue or defaulted
         receivables for collection or sale and not as a financing arrangement,
         and together with any obligation of such Person to pay any discount,
         interest, fees, indemnities, penalties, recourse, expenses or other
         amounts in connection therewith,

                  (h) every obligation of such Person (an "equity related
         purchase obligation") to purchase, redeem, retire or otherwise acquire
         for value any shares of capital stock of any class issued by such
         Person, any warrants, options or other rights to acquire any such
         shares, or any rights measured by the value of such shares, warrants,
         options or other rights other than equity related purchase obligations
         which by their terms are not payable until such time as all Obligations
         have been indefeasibly repaid in full in cash,

                  (i) every obligation of such Person under any forward
         contract, futures contract, swap, option or other financing agreement
         or arrangement (including, without limitation, caps, floors, collars
         and similar agreements), the value of which is dependent upon interest
         rates, currency exchange rates, commodities or other indices,

                  (j) every obligation in respect of Indebtedness of any other
         entity (including any partnership in which such Person is a general
         partner) to the extent that such Person is liable therefor as a result
         of such Person's ownership interest in or other relationship with such
         entity, except to the extent that the terms of such Indebtedness
         provide that such Person is not liable therefor and such terms are
         enforceable under applicable law,

                  (k) every obligation, contingent or otherwise, of such Person
         guaranteeing, or having the economic effect of guarantying or otherwise
         acting as surety for, any obligation of a type described in any of
         clauses (a) through (j) (the "primary obligation") of another Person
         (the "primary obligor"), in any manner, whether directly or indirectly,
         and including, without limitation, any obligation of such Person (i) to
         purchase or pay (or advance or supply funds for the purchase of) any
         security for the payment of such primary obligation, (ii) to purchase
         property, securities or services for the purpose of assuring the
         payment of such primary obligation, or (iii) to maintain working
         capital, equity capital or other financial statement condition or
         liquidity of the primary obligor so as to enable the primary obligor to
         pay such primary obligation.

         The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (u) any Indebtedness, issued at a price that is
less than the principal amount at

<PAGE>
                                      -18-


maturity thereof, shall be the amount of the liability in respect thereof
determined in accordance with generally accepted accounting principles, (v) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (w) any interest rate or
exchange rate protection arrangements shall be the net liability of such Person
under such arrangement at such time, calculated on a basis satisfactory to the
Agent in accordance with accepted practices, (x) any sale of receivables shall
be the amount of unrecovered capital or principal investment of the purchaser
(other than the Company or any of its wholly-owned Subsidiaries) thereof,
excluding amounts representative of yield or interest earned on such investment,
(y) any synthetic lease shall be the stipulated loss value, termination value or
other equivalent amount and (z) any equity related purchase obligation shall be
the maximum fixed redemption or purchase price thereof inclusive of any accrued
and unpaid dividends to be comprised in such redemption or purchase price.

         Indenture Trustee. State Street Bank and Trust Company.

         Ineligible Securities. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1993 (12 U.S.C. ss.24, Seventh), as amended.

         Initial Public Offering. The initial underwritten public offering of
the common stock of the Company registered under the Securities Act of 1933.

         Initial Required Revolving A Reduction.  See ss.8.27.3.

         Initial Required Revolving A Subdebt Funding Loan.  See ss.8.27.3.

         Instrument of Adherence. See ss.9.5.1.

         Intercompany Accounts. As defined in the definition of "Indebtedness".

         Integration Expenses. Collectively, those expenses incurred by the
Company or any of its Subsidiaries in connection with systems costs, severance
costs and expenses and similar arrangements, and consolidation and integration
costs including without limitation related consulting fees and expenses incurred
in connection with, or as a result of, the Acquisition, up to an aggregate
amount of not more than $7,800,000; provided that not more than $5,800,000 shall
be incurred from the Closing Date through and until the first anniversary of the
Closing Date and provided further that $3,000,000 of such costs and expenses not
incurred in such first year may be carried over and incurred in the next year.

         Interest Coverage Ratio. As at any date of determination, the ratio of
(a) the EBITDA of the Company and its Subsidiaries for the Reference Period
ending on such date (or, if such date is not a fiscal quarter end date, the
period of four consecutive fiscal quarters most recently ended) to (b)
Consolidated Total Interest Expense for the Reference Period then ended, less,
to the extent included in such Consolidated Total Interest Expense, non-cash
interest expense and amortization or write-off of fees and expenses relating to
financing activities.


<PAGE>
                                      -19-


         Interest Payment Date. (a) As to any Base Rate Loan, the last day of
the calendar quarter with respect to interest accrued during such calendar
quarter, including, without limitation, the calendar quarter which includes the
Drawdown Date of such Base Rate Loan; and (b) as to any Eurocurrency Rate Loan
in respect of which the Interest Period is (i) three (3) months or less, the
last day of such Interest Period and (ii) more than three (3) months, the date
that is three (3) months from the first day of such Interest Period and, in
addition, the last day of such Interest Period.

         Interest Period. With respect to each Revolving Credit Loan or all or
any relevant portion of the Term Loans, (a) initially, the period commencing on
the Drawdown Date of such Loan and ending on the last day of one of the periods
set forth below, as selected by the applicable Borrower in a Loan Request or as
otherwise required by the terms of this Credit Agreement (i) for any Base Rate
Loan, the last day of the calendar quarter; and (ii) for any Eurocurrency Rate
Loan, 1, 2, 3, or 6 months; and (b) thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Revolving
Credit Loan or all or any relevant portion of the Term Loans and ending on the
last day of one of the periods set forth above, as selected by the applicable
Borrower in a Conversion Request; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:

                  (a) if any Interest Period with respect to a Eurocurrency Rate
         Loan would otherwise end on a day that is not a Business Day, that
         Interest Period shall be extended to the next succeeding Business Day
         unless the result of such extension would be to carry such Interest
         Period into another calendar month, in which event such Interest Period
         shall end on the immediately preceding Business Day;

                  (b) if any Interest Period with respect to a Base Rate Loan
         would end on a day that is not a Business Day, that Interest Period
         shall end on the next succeeding Business Day;

                  (c) if the applicable Borrower shall fail to give notice as
         provided in ss.2.7, the applicable Borrower shall be deemed to have
         requested a conversion of the affected Eurocurrency Rate Loan to a Base
         Rate Loan and the continuation of all Base Rate Loans as Base Rate
         Loans on the last day of the then current Interest Period with respect
         thereto;

                  (d) any Interest Period relating to any Eurocurrency Rate Loan
         that begins on the last Business Day of a calendar month (or on a day
         for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period) shall end on the last
         Business Day of a calendar month; and

                  (e) any Interest Period relating to any Eurocurrency Rate Loan
         that would otherwise extend beyond the Revolving Credit Loan A Maturity
         Date (if comprising a Revolving Credit A Loan), Revolving Credit Loan B
         Maturity Date (if comprising a Revolving Credit B Loan), the Term Loan
         A Maturity Date (if comprising a Term Loan A or a portion thereof) or
         the Term Loan B Maturity Date (if comprising a Term Loan B or a portion
         thereof) shall end on the Revolving Credit Loan Maturity Date, the Term
         Loan A Maturity Date or the Term Loan B Maturity Date, as the case may
         be.


<PAGE>
                                      -20-


         Interim Concentration Account. See ss.8.24.1.

         Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person; provided, however, Intercompany
Accounts shall not be considered Investments. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

         Investor Guaranty. That certain Guaranty dated as of May 7, 2001 from
certain of the Principals to the Agent and the Revolving Credit B Banks and in
form and substance satisfactory to the Revolving Credit B Banks, as amended by
the First Amendment to Guaranty dated as of the Amendment Effective Date.

         Investor Guaranty Reduction Event. The occurrence of either (a) any
event pursuant to which the Revolving Credit B Banks consent to a reduction (in
whole or in part) of the amounts to be guaranteed pursuant to the Investor
Guaranty; or (b) the termination of such Investor Guaranty.

         Kahn Permitted Transferee. Each Person to whom Jordan A. Kahn had the
right to transfer shares of the common stock of the Company pursuant to Section
4.1 of the Stock Purchase Agreement dated as of October 27, 1997 between Jordan
A. Kahn and Holmes Acquisition LLC.

         Letter of Credit. See ss.4.1.1.

         Letter of Credit Application. See ss.4.1.1.

         Letter of Credit Fee. See ss.4.6.

         Letter of Credit Participation. See ss.4.1.4.

         Leverage Ratio. As at any date of determination, the ratio of (a) Total
Funded Indebtedness of the Company and its Subsidiaries outstanding on such date
to (b) EBITDA of the Company and its Subsidiaries for the Reference Period ended
on such date (or, if such date

<PAGE>
                                      -21-


is not a fiscal quarter end date the period of four consecutive fiscal quarters
most recently ended), to be calculated on a Pro Forma Basis.

         Lien. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any synthetic lease (as
defined in paragraph (f) of the definition of "Indebtedness"), any financing
lease involving substantially the same economic effect as any of the foregoing
and the filing of any financing statement under the Uniform Commercial Code or
comparable law of any jurisdiction.

         Loans. The Revolving Credit Loans and Term Loans.

         Loan Account Record. See ss.2.4.

         Loan Documents. This Credit Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, the Investor Guaranty, the Fee Letter and
the Security Documents.

         Loan Request. See ss.2.6.

         Local Account.  See ss.8.24.1.

         Majority Banks. As of any date, the Banks having Total Percentages
aggregating to at least fifty-one percent (51 %) on such date.

         Management Agreement. That Management Agreement dated as of November
26, 1997, as amended on or prior to the Closing Date between Berkshire Partners
and the Company, in the form delivered to the Banks and the Agent on or prior to
the Closing Date.

         Material Adverse Effect. A material adverse effect on (a) the business,
condition (financial or otherwise), operations, performance or properties of the
Domestic Borrowers and the Guarantors, taken as a whole, or the Domestic
Borrowers and their Subsidiaries taken as a whole, or the Collateral, (b) the
rights and remedies of the Agent or any Bank under any Loan Document or (c) the
ability of the Borrowers or any of their Subsidiaries to perform their
obligations under the Loan Documents.

         Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

         Maximum Initial Amount. As of any date of determination, an amount
which is equal to the following: (a) for the period commencing on the Amendment
Effective Date through and including June 30, 2004, an amount equal to
$106,474,303 less the amount of any proceeds received by the Company or any
Subsidiary from any Indebtedness incurred, assumed or otherwise issued pursuant
to ss.9.1(f)(iv)(1) and less the amount of any proceeds received by the
Revolving Credit A Banks pursuant to ss.2.12.2.3 - ss.2.12.2.6, and (b) at any
time thereafter, $0.


<PAGE>
                                      -22-


         Merger. The merger of MAC with and into Rival as contemplated by the
Merger Documents.

         Merger Agreement. The Agreement and Plan of Merger, dated December 17,
1998 among Rival, the Company, and MAC together with all schedules, exhibits and
annexes thereto.

         Merger Documents. The Merger Agreement and all agreements and documents
required to be entered into and delivered pursuant to the Merger Agreement or in
connection with the Merger.

         Merger Effective Date. The Effective Date of the Merger, as such term
is defined in the Merger Agreement.

         Moriarty Acquisition Corp. or MAC.  As defined in the preamble hereto.

         Mortgaged Property. Any Real Estate which is subject to any Mortgage.

         Mortgages. The several mortgages and/or deeds of trust, dated or to be
dated on or prior to the Closing Date, from the Domestic Borrowers and their
Domestic Subsidiaries to the Agent with respect to the fee interests of the
Domestic Borrowers and the Domestic Subsidiaries in the Real Estate and in form
and substance satisfactory to the Banks and the Agent.

         Multiemployer Plan. Any multiemployer plan within the meaning of
ss.3(37) of ERISA maintained or contributed to by any Borrower or any Subsidiary
of any Borrower, or (except for ss.7.16) any ERISA Affiliate.

         Net Cash Proceeds. With respect to any Equity Issuance, the excess of
the gross cash proceeds received by such Person from such Equity Issuance after
deduction of reasonable and customary transaction expenses (including without
limitation, underwriting discounts and commissions) actually incurred in
connection with the Equity Issuance.

         Net Cash Debt Proceeds.  See ss.2.12.6.

         Net Cash Sale Proceeds. The gross cash proceeds received by the Company
and its Subsidiaries in respect of any Asset Sale, less the sum of (a) all
reasonable out-of-pocket fees, commissions and other expenses incurred in
connection with such Asset Sale, including the amount (estimated in good faith
by such Person) of income, franchise, sales and other applicable taxes required
to be paid by such Person in connection with such Asset Sale and (b) the
aggregate amount of cash so received by such Person which is used to retire (in
whole or in part) any Indebtedness (other than under the Loan Documents) of such
Person permitted by this Credit Agreement that was secured by a lien or security
interest (if any) permitted by this Credit Agreement having priority over the
liens and security interests (if any) of the Agent (for the benefit of the
Banks) with respect to such assets transferred, and which is required to be
repaid in whole or in part (which repayment, in the case of any other revolving
credit arrangements or multiple advance arrangements, reduces the commitment
thereunder) in connection with such Asset Sale.


<PAGE>
                                      -23-


         Net Working Capital Changes. For any fiscal period, the net change from
the last day of the immediately preceding like fiscal period to the last day of
such fiscal period in (a) both billed and unbilled Accounts Receivable, (b)
current accounts payable of the Borrowers and their Subsidiaries, (c) current
accruals and accretions (exclusive of interest accruals and accretions) of the
Borrowers and their Subsidiaries and (d) inventory of the Borrowers and their
Subsidiaries.

         New Subordinated Notes. The 9 7/8% Senior Subordinated Notes due 2007
issued by the Company in the aggregate principal amount of $31,250,000 issued
pursuant to the Subordinated Indenture, and any such documents, instruments or
agreements issued in exchange therefor pursuant to the Exchange Offer.

         Notarial Deed of Pledge of Shares. The Notarial Deed of Pledge of
Shares dated prior to or as of the Closing Date, among Bionaire B.V., Rival and
the Agent.

         Notes. The Revolving Credit Notes and Term Notes.

         Obligations. All indebtedness, obligations and liabilities of any of
the Borrowers and their respective Subsidiaries to any of the Banks and the
Agent, individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or in
respect of any of the Loans made or Reimbursement Obligations incurred or any of
the Notes, Letter of Credit Applications, or Letters of Credit, or arising or
incurred in connection with any interest rate, foreign exchange and/or currency
risk protection arrangements entered into with any of the Banks, or any
documents, agreements or instruments executed in connection therewith, or other
instruments at any time evidencing any thereof.

         Operating Account.  See ss.2.6.2.

         Original Banks.  See preamble.

         Original Closing Date. November 26, 1997.

         Original Credit Agreement. See preamble.

         outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

         Overnight Rate. For any day, the weighed average interest rate paid by
the Agent for federal funds acquired by the Agent.

         Patent Assignments. The several Patent Assignments, dated as of the
Closing Date or as of the Original Closing Date and amended as of the Closing
Date, made by certain Borrowers in favor of the Agent and in form and substance
satisfactory to the Banks and the Agent.

         Patton HK. As defined in the preamble hereto.


<PAGE>
                                      -24-


         Patton HK Letters of Credit. Those certain letters of credit issued
prior to the Original Closing Date for the account of Patton HK and Rival and
more fully described on Schedule 1.1(b) hereto.

         PBGC. The Pension Benefit Guaranty Corporation created by ss.4002 of
ERISA and any successor entity or entities having similar responsibilities.

         Perfection Certificates. The Perfection Certificates as defined in the
Security Agreements.

         Periodic Required Revolving A Reduction. See ss. 8.27.5.

         Periodic Required Revolving A Subdebt Funding Loan. See ss. 8.27.5.

         Permitted Acquisition. As defined in ss.9.5.1 (b) hereto, and any other
stock or asset acquisition consented to in writing by the Majority Banks.

         Permitted Liens. Liens, security interests and other encumbrances
permitted by ss.9.2.

         Permitted Repurchases. The purchase by the Company after the Amendment
Effective Date of all or any portion of the Subordinated Notes from the holders
thereof so long as (a) the total, cumulative amount of the consideration paid
for the principal amount of all such purchases (such consideration limitation to
be exclusive of all accrued and unpaid interest on such Subordinated Notes, and
which accrued and unpaid interest on such Subordinated Notes shall be permitted
to be paid on the date of such purchase) does not exceed, in the aggregate,
$5,000,000, (b) the Subordinated Notes so purchased in each case are immediately
on the date of such purchase cancelled by the Company, (c) the purchase price
paid by the Company to the holders of such Subordinated Notes is equal to or
less than forty percent (40%) of the sum of the principal amount of the
Subordinated Notes being purchased plus all other amounts being paid to the
holders of such Subordinated Notes in connection with such purchase (such as any
fee or commission), other than accrued and unpaid interest, (d) the Company
finances one hundred percent (100%) of the purchase price for such purchases
with proceeds of a Permitted Repurchase Subdebt Funding Loan and (e) if the
seller of such Subordinated Notes is a Principal, the total, cumulative amount
of the consideration paid for such Subordinated Notes (inclusive of all
principal, interest, and all other amounts to be paid thereon) is equal to or
less than the total, cumulative amount of consideration paid by such Principal
for such Subordinated Notes at the time of purchase by such Principals, and
shall not include accrued and unpaid interest on such Subordinated Notes from
the date purchased by such Principals until the date sold to the Company.

         Permitted Repurchase Subdebt Funding Loan.  See ss.8.27.2.

         Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

         PRC Reserve. The amount of the reserve imposed by the appropriate
governmental or other regulatory authority of the People's Republic of China
which any Subsidiary organized

<PAGE>
                                      -25-


under the laws of the People's Republic of China is required to take to protect
against repatriation of funds from the People's Republic of China.

         Principal Affiliate. Any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with a Principal. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", "controlled by" and "under common control with"), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of ten percent (10%)
or more of the Voting Stock of a Person shall be deemed to be control.

         Principals. Collectively, Berkshire Partners, Berkshire Fund IV,
Berkshire Fund IV Investment Corp., Berkshire Fund V, Berkshire Fund V
Investment Corp., Berkshire Investors LLC and any of their respective Principal
Affiliates, Jordan A. Kahn and his Principal Affiliates, Stanley Rosenzweig and
Gregory F. White, provided, however, for purposes of this Credit Agreement, any
shares of the capital stock of the Company owned by a Kahn Permitted Transferee
on the Closing Date will be deemed to be owned by Jordan A. Kahn.

         Pro Forma Basis. In connection with any proposed Permitted Acquisition
after the Closing Date, the calculation of compliance with the financial
covenants described in ss.ss.9.5.1 and 10 hereof by the Company and its
Subsidiaries (including the Person to be acquired) with reference to either (a)
the audited historical financial results of the Person so acquired together with
any interim financial results of such Person prepared since the date of the last
audited financial statements and prepared in a manner consistent with past
practices or (b) to the extent such Person to be acquired has no audited
historical financial results, the management prepared financial results of such
Person, with such results to be in form and substance reasonably acceptable to
the Agent, and the Company and its Subsidiaries for the applicable Test Period
after giving effect on a pro forma basis to such Permitted Acquisition in the
manner described in (i), (ii) and (iii) below; and, following a Permitted
Acquisition, the calculation of compliance with the financial covenants
contained in ss.10 for the fiscal quarter in which such Permitted Acquisition
occurred and each of the three fiscal quarters immediately following such
Permitted Acquisition with reference to either (a) the audited historical
financial results of the Person so acquired together with any interim financial
results of such Person prepared since the date of the last audited financial
statements and prepared in a manner consistent with past practices or (b) to the
extent such Person to be acquired has no audited historical financial results,
the management prepared financial results of such Person, with such results to
be in form and substance reasonably acceptable to the Agent (which may include,
at the Agent's request, review by independent certified public accountants
reasonably satisfactory to the Agent) and the Company and its Subsidiaries for
the applicable Test Period after giving effect on a pro forma basis to such
Permitted Acquisition in the manner described in (i), (ii) and (iii) below,
provided, however, that, in each case, in the event that no historical financial
results are available with respect to the Person or assets to be acquired, such
calculations shall be made with reference to reasonable estimates of such past
performance made by the Company based on existing data and other available
information, such estimates to be acceptable to the Agent:


<PAGE>
                                      -26-


                  (i) all Total Funded Indebtedness (whether under this Credit
         Agreement or otherwise) and any other balance sheet adjustments
         incurred or made in connection with the Permitted Acquisition shall be
         deemed to have been incurred or made on the first day of the Test
         Period, and all Indebtedness of the Person acquired or to be acquired
         in such Permitted Acquisition which was or will have been repaid in
         connection with the consummation of the Permitted Acquisition shall be
         deemed to have been repaid concurrently with the deemed incurrence of
         the Indebtedness incurred in connection with the Permitted Acquisition;

                  (ii) all Total Funded Indebtedness assumed to have been
         incurred pursuant to the preceding clause (i) shall be deemed to have
         borne interest at the sum of (a) the arithmetic mean of (x) the
         Eurocurrency Rate for Eurocurrency Rate Loans denominated in Dollars
         having an Interest Period of one month in effect on the first day of
         the Test Period and (y) the Eurocurrency Rate for Eurocurrency Rate
         Loans denominated in Dollars having an Interest Period of one month in
         effect on the last day of the Test Period plus (b) the Applicable
         Margin for the applicable Type of Loans then in effect (after giving
         effect to the Permitted Acquisition on a Pro Forma Basis); and

                  (iii) other reasonable cost savings, expenses and other income
         statement or operating statement adjustments which are attributable to
         the change in ownership and/or management resulting from such Permitted
         Acquisition as may be approved by the Agent in writing (which approval
         shall not be unreasonably withheld) shall be deemed to have been
         realized on the first day of the Test Period; provided, however,
         adequately documented reductions in management compensation and rental
         expenses which will be effective upon the consummation of such
         Permitted Acquisition shall not require the approval of the Agent.

         Project ERP. That certain project identified as such by the Company in
writing to the Agent and the Banks in the Project Letter prior to or on the
Amendment Effective Date.

         Project HQ. That certain project identified as such by the Company in
writing to the Agent and the Banks in the Project Letter prior to or on the
Amendment Effective Date.

         Project Letter. That certain letter delivered by the Company to the
Agent and the Banks on or prior to the Amendment Effective Date, which letter
describes in sufficient detail each of the Designated Property, Project HQ,
Project Marvel, Project Retail, Project Rum, Project ERP and Project Wire,
together with a description of all proposed budgeted expenses, addbacks and
charges relating thereto, such letter to be in form and substance satisfactory
to the Agent.

         Project Marvel. That certain project identified as such by the Company
in writing to the Agent and the Banks in the Project Letter prior to or on the
Amendment Effective Date.

         Project Retail. That certain project identified as such by the Company
in writing to the Agent and the Banks in the Project Letter prior to or on the
Amendment Effective Date

         Project Rum. That certain project identified as such by the Company in
writing to the Agent and the Banks in the Project Letter prior to or on the
Amendment Effective Date.


<PAGE>
                                      -27-


         Project Wire. That certain project identified as such by the Company in
writing to the Agent and the Banks in the Project Letter prior to or on the
Amendment Effective Date.

         Raider. As defined in the preamble hereto.

         Rate Adjustment Period. See the definition of Applicable Margin.

         RCRA. See ss.7.18(a).

         Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by the Company or any of its Subsidiaries.

         Record. The grid attached to a Note, or the continuation of such grid,
or any other similar record, including computer records, maintained by any Bank
with respect to any Loan referred to in such Note.

         Reference Bank. Fleet National Bank, and as to the Revolving Credit B
Loans, such financial institution designated as such in writing to the Agent by
the Revolving B Banks on or before May 7, 2001.

         Reference Period. The period of the four (4) consecutive fiscal
quarters of the Company ending on the relevant date (or, if such date is not a
fiscal quarter end date, the period of four (4) consecutive fiscal quarters most
recently ended).

         Register. See ss.19.3.

         Registration Rights Agreement. That certain Registration Rights
Agreement with respect to the New Subordinated Notes dated as of February 5,
1999, by and among the Company, certain Domestic Subsidiaries of the Company
party to the Subordinated Guarantee, FleetBoston Robertson Stephens Inc. and
Lehman Brothers Inc., as initial purchasers, and in the form delivered to the
Agent and the Banks on or prior to the Closing Date, and as amended by that
certain First Amendment to Registration Rights Agreement dated as of May 7,
2001.

         Reimbursement Obligation. The applicable Borrower's obligation to
reimburse the Agent and the Banks on account of any drawing under any Letter of
Credit as provided, in ss.4.2.

         Required Repurchase. The purchase by the Company on the Amendment
Effective Date of a portion of the Subordinated Notes from the holders thereof
so long as (a) the total cumulative amount of the consideration paid for such
purchase (such consideration to be inclusive of all accrued and unpaid interest
on such Subordinated Notes) does not exceed, in the aggregate, (i) $11,548,875
(which amount represents that portion of the purchase price attributable to the
principal amount of the Subordinated Notes being repurchased) plus (ii) $872,702
plus (iii) the amount of accrued and unpaid interest on the Subordinated Notes
so repurchased through the Amendment Effective Date, (which amount is equal to
$1,260,221) minus (iv) $913,424, with the Company repurchasing Subordinated
Notes having a principal face amount of not less than $36,175,000, (b) the
Subordinated Notes so purchased are immediately on the date of such purchase
cancelled by the Company, (c) the purchase price paid by the Company to the
holders of such Subordinated Notes is equal to or less than thirty

<PAGE>
                                      -28-


six percent (36%) of the sum of the principal amount of the Subordinated Notes
being purchased, plus accrued and unpaid interest on such Subordinated Notes and
(d) the Company finances such purchase with the proceeds of a Required
Repurchase Subdebt Funding Loan.

         Required Repurchase Subdebt Funding Loan.  See ss.8.27.1.

         Required Revolving A Reduction.  See ss. 8.27.3.

         Restricted Payment. In relation to the Company and its Subsidiaries,
any (a) Distribution or (b) payment by the Company or any of its Subsidiaries to
any Affiliate of the Company that is not a Borrower or Guarantor other than for
goods and services in the ordinary course of business on terms equivalent to
those obtainable in arms length transactions.

         Revolver A Exposure.  As defined in ss.2.1.1.

         Revolving A Banks. Those Banks listed on Schedule 1 hereto as
"Revolving A Banks" and which will make the Revolving Credit A Loans to the
Borrowers pursuant to ss.2.1.1.

         Revolving A Commitment. With respect to each Revolving A Bank, the
amount set forth on Schedule 1 hereto as the amount of such Revolving A Bank's
commitment to make Revolving Credit A Loans to the Borrowers, and to participate
in the issuance, extension and renewal of Letters of Credit for the account of,
the Borrowers, as the same may be reduced from time to time; or if such
commitment is terminated pursuant to the provisions hereof, zero.

         Revolving A Commitment Percentage. With respect to each Revolving A
Bank, the percentage set forth on Schedule 1 hereto as such Revolving A Bank's
percentage of the aggregate Revolving A Commitments of all the Revolving A
Banks.

         Revolving B Banks. Those Banks listed on Schedule 1 hereto as
"Revolving B Banks" and which will make the Revolving Credit B Loans to the
Borrowers pursuant to ss.2.1.4.

         Revolving B Commitment. With respect to each Revolving B Bank, the
amount set forth on Schedule 1 hereto as the amount of such Revolving B Bank's
commitment to make Revolving Credit B Loans to the Borrowers.

         Revolving B Commitment Percentage. With respect to each Revolving B
Bank, the percentage set forth on Schedule 1 hereto as such Revolving B Bank's
percentage of the aggregate Revolving B Commitments of all the Revolving B
Banks.

         Revolving Banks. Collectively, the Revolving A Banks and the Revolving
B Banks.

         Revolving Credit A Loans. Revolving credit loans to be made by the
Revolving A Banks pursuant to ss.ss.2.1.1 hereof.


<PAGE>
                                      -29-


         Revolving Credit A Notes.  See ss.2.4.

         Revolving Credit B Loans . Revolving credit loans to be made by the
Revolving B Banks pursuant to ss.ss.2.1.2 hereof.

         Revolving Credit B Notes.  See ss.2.4.

         Revolving Credit Loan A Maturity Date.  February 5, 2005.

         Revolving Credit Loan B Maturity Date.  July 1, 2004.

         Revolving Credit Loan Maturity Date. As to the Revolving Credit A
Loans, the Revolving Credit Loan A Maturity Date, and as to the Revolving Credit
B Loans, the Revolving Credit Loan B Maturity Date.

         Revolving Credit Loans. Collectively, the Revolving Credit A Loans and
the Revolving Credit B Loans.

         Revolving Credit Notes. Collectively, the Revolving Credit A Notes and
the Revolving Credit B Notes.

         Rival. The Rival Company, a Delaware corporation, and, from and after
the Merger Effective Date, shall refer to the surviving entity in the Merger.

         Rival Letters of Credit. Those certain letters of credit issued prior
to the Original Closing Date for the account of Rival and more fully described
on Schedule 1.1(a) hereto.

         SARA. See ss.7.18(a).

         Same Day Funds. Immediately available funds.

         Section 20 Subsidiary. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the Federal
Reserve Board to underwrite and deal in certain Ineligible Securities.

         Security Agreements. The several Security Agreements, dated or to be
dated on or prior to the Closing Date, and as may be amended as of the Closing
Date and amended and restated as of the Amendment Effective Date, between the
Company and certain of its Subsidiaries and the Agent, and in form and substance
satisfactory to the Banks and the Agent.

         Security Documents. The Guaranty, the Security Agreements, the
Debentures, the Agency Account Agreements, the Patent Assignments, the Trademark
Assignments, the Share Security Deeds, the Charges Over Shares, the Foreign
Guarantees, the Stock Pledge Agreement, the Agreement of Pledge of Assets and
Receivables, the Notarial Deed of Pledge of Shares, the Mortgages, the
Assignment of Interest by Esteem as assignor of its interest in Dongguan Huixum
Electrical Products Company, Ltd., the Assignment of Interest by Raider as
assignor of its interest in Dongguan Raider Motor Corporation, Ltd. and all
other instruments and documents, including without limitation Uniform Commercial
Code financing statements, required to be executed or delivered pursuant to any
Security Document.

         Settlement. The making or receiving of payments in immediately
available funds, by the Banks, to the extent necessary to cause each Bank's
actual share of the outstanding amount of Revolving Credit A Loans and Revolving
Credit B Loans (after giving effect to any Loan

<PAGE>
                                      -30-


Request) to be equal to such Bank's Revolving A Commitment Percentage of the
outstanding amount of such Revolving Credit A Loans and Revolving B Commitment
Percentage of the outstanding amount of such Revolving Credit B Loans, as the
case may be (in each case, after giving effect to any Loan Request), in any case
where, prior to such event or action, the actual share is not so equal.

         Settlement Amount. See ss.2.11.1.

         Settlement Date. (a) The Drawdown Date relating to any Loan Request,
(b) Friday of each week, or if a Friday is not a Business Day, the Business Day
immediately following such Friday, (c) at the option of the Agent, on any
Business Day following a day on which the account officers of the Agent active
upon the Borrower's account become aware of the existence of an Event of
Default, (d) any Business Day on which the amount of the Revolving Credit Loans
outstanding from the Swing Line Bank plus the Swing Line Bank's Revolving A
Commitment Percentage of the sum of the Maximum Drawing Amount and any Unpaid
Reimbursement Obligations is equal to or greater than the Swing Line Bank's
Revolving A Commitment Percentage, (e) the Business Day immediately following
any Business Day on which the amount of Revolving Credit Loans outstanding
increases or decreases by more than $8,000,000 as compared to the previous
Settlement Date, (f) any day on which any conversion of a Base Rate Loan to a
Eurocurrency Rate Loan occurs, or (g) any Business Day on which (i) the amount
of outstanding Revolving Credit Loans decreases and (ii) the amount of the
Agent's Revolving Credit Loans outstanding equals zero Dollars ($0).

         Settling Bank. See ss.2.11.1.

         Share Security Deeds. Collectively, the Share Security Deed, dated as
of December 15, 1997 and amended as of the Closing Date, among Far East, Esteem
and the Agent and the Share Security Deed, dated prior to or as of the Closing
Date, among Patton Electric Company, Inc., Patton HK and the Agent.

         Stockholders Agreement. The Stockholders Agreement dated as of November
26, 1997, and amended as of the Closing Date, among the Company and certain
stockholders party thereto and in the form delivered to the Agent on the Closing
Date.

         Stock Option Plan. The 1997 Stock Option Plan, as amended, a copy of
which has been delivered to the Agent on or prior to the Closing Date.

         Stock Pledge Agreements. The several Stock Pledge Agreements, dated or
to be dated on or prior to the Closing Date, and as may be amended as of the
Closing Date between the Agent and each of the Company, Rival and Patton
Electric Company, Inc., as the case may be, and in form and substance
satisfactory to the Agent.

         Subdebt Funding Loans.  See ss.8.27.5.

         Subdebt Funding Loan Reversal Event.  See ss.8.27.4.

         Subordinated Debt. Unsecured Indebtedness of the Company or any of its
Subsidiaries that is expressly subordinated and made junior to the payment and
performance in full of the

<PAGE>
                                      -31-


Obligations on terms satisfactory to the Agent and the Banks and evidenced as
such by the Subordinated Debt Documents.

         Subordinated Debt Documents. The Subordinated Note Purchase Agreement,
the Subordinated Indenture, the Subordinated Guarantees, the Registration Rights
Agreement and the Subordinated Notes, each in the form delivered to the Agent
prior to the Closing Date.

         Subordinated Guarantees. The guarantees entered into or to be entered
into by certain of the Company's Domestic Subsidiaries pursuant to the
Subordinated Indenture, which shall be in form and substance satisfactory to the
Agent and the Banks.

         Subordinated Indenture. The collective reference to the Indenture dated
as of November 26, 1997 between the Company and the Indenture Trustee and the
Indenture dated as of February 5, 1999 between the Company and the Indenture
Trustee, and any such documents, instruments or agreements issued in exchange
pursuant to the Exchange Offer.

         Subordinated Notes. (a) The 9 7/8% Senior Subordinated Notes due 2007
issued by the Company in the aggregate principal amount of $105,000,000 pursuant
to the Subordinated Indenture, (b) the New Subordinated Notes and (c) any such
documents, instruments or agreements issued in exchange therefor pursuant to the
Exchange Offer.

         Subordinated Note Purchase Agreement. The Purchase Agreement, dated as
of a date on or prior to the Closing Date, among the Company, FleetBoston
Robertson Stephens Inc. (f/k/a/ BancBoston Robertson Stephens, Inc.) and Lehman
Brothers Inc.

         Subsidiary. Any corporation, association, trust, limited liability
company, partnership or other business entity of which the designated parent
shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes) of the outstanding Voting
Stock.

         Subsidiary Borrowers. As defined in the preamble hereto.

         Survey. The most recent survey conducted on each Mortgaged Property
existing at the time of the Closing Date, and in relation to each Mortgaged
Property acquired after the Closing Date, an instrument survey of such Mortgaged
Property which shall show the location of all buildings, structures, easements
and utility lines on such Mortgaged Property, shall be sufficient to remove the
survey exception from the Title Policy, shall show that all buildings and
structures are within the lot lines of such Mortgaged Property, shall not show
any encroachments by others, shall show the zoning district or districts in
which such Mortgaged Property is located in a flood hazard district as
established by the Federal Emergency Management Agency or any successor agency
or is located in any flood plain, flood hazard or wetland protection district
established under federal, state or local law.

         Surveyor Certificate. In relation to each Mortgaged Property for which
a Survey has been conducted, a certificate executed by the surveyor who prepared
such Survey dated as of a recent date and containing such information relating
to such Mortgaged Property as the Agent

<PAGE>
                                      -32-


or the Title Insurance Company may require, such certificate to be satisfactory
to the Agent in form and substance.

         Swing Line Bank. The Agent, or any other lending institution which
replaces the Agent as the lending institution providing Swing Line Loans
pursuant to ss.2.6.2.

         Swing Line Loans. Loans advanced by the Swing Line Bank under ss.2.6.2.

         Tender Offer. The Offer to Purchase for cash all outstanding shares of
common stock of The Rival Company made by MAC on December 23, 1998, pursuant to
the Tender Offer Documents.

         Tender Offer Documents. The Offer to Purchase for Cash All Outstanding
Shares of Common Stock of The Rival Company at $13.75 Net Per Share, dated
December 23, 1998, and the related Letter of Transmittal, Notice of Guaranteed
Delivery, and Schedule 14D-9 Solicitation/Recommendation Statement, each in the
form delivered to the Agent prior to the Closing Date.

         Term Loans. The Term Loan A and Term Loan B.

         Term Loan A. The term loan made or to be made by the Banks to the
Borrowers on the Closing Date in the aggregate principal amount of $40,000,000
pursuant to ss.3.1.1 hereof.

         Term Loan A Commitment. With respect to each Bank, the amount set forth
on Schedule 1 hereto as the amount of such Bank's commitment to make Term Loan A
to the Borrowers.

         Term Loan A Commitment Percentage. With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's percentage of Term Loan
A.

         Term Loan A Maturity Date. February 5, 2005.

         Term Loan B. The term loan made or to be made by the Banks to the
Borrowers on the Closing Date in the aggregate principal amount of $85,000,000
pursuant to ss.3.1.2 hereof.

         Term Loan B Commitment. With respect to each Bank, the amount set forth
on Schedule 1 hereto as the amount of such Bank's commitment to make Term Loan B
to the Borrowers.

         Term Loan B Commitment Percentage. With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's percentage of Term Loan
B.

         Term Loan B Maturity Date. February 5, 2007.

         Term Notes. See ss.3.2.

         Test Period. The period of all fiscal quarters (and any portion of a
fiscal quarter) included in any covenant calculation and occurring prior to the
date of such Permitted Acquisition as set forth in the definition of Pro Forma
Basis.


<PAGE>
                                      -33-


         Third Amendment. The Forbearance Agreement and Third Amendment dated as
of April 13, 2001 by and among the Borrowers, the Agent and the Banks.

         Title Insurance Company. Lawyers Title Insurance Company.

         Title Policy. In relation to each Mortgaged Property, an ALTA standard
form title insurance policy issued by the Title Insurance Company (with such
reinsurance or co-insurance as the Agent may require, any such reinsurance to be
with direct access endorsements) in such amount as may, be determined by the
Agent insuring the priority of the Mortgage of such Mortgaged Property and that
the Domestic Borrowers or one of their Domestic Subsidiaries holds marketable
fee simple title to such Mortgaged Property, subject only to the encumbrances
permitted by such Mortgage and which shall not contain exceptions for mechanics
liens, persons in occupancy (except as may be permitted by such Mortgage), shall
not insure over any matter except to the extent that any such affirmative
insurance is acceptable to the Agent in its sole discretion, and shall contain
such endorsements and affirmative insurance as the Agent in its discretion may
reasonably require, including but not limited to (i) comprehensive endorsement,
(ii) variable rate of interest endorsement, (iii) usury endorsement, (iv)
revolving credit endorsement, (v) tie-in endorsement (vi) doing business
endorsement, (vii) anti-taint endorsement and (viii) last dollar endorsement.

         Total Commitment. Collectively, the Total Revolving A Commitment and
the Total Revolving B Commitment.

         Total Funded Indebtedness. All Indebtedness of the Company and its
Subsidiaries for borrowed money (including, without limitation, all guarantees
by such Person of Indebtedness of others for borrowed money), purchase money
Indebtedness, with respect to Capitalized Leases and synthetic leases,
determined on a consolidated basis in accordance with generally accepted
accounting principles; provided, however, for purposes of calculating the
Leverage Ratio, Total Funded Indebtedness shall not include (a) the Maximum
Drawing Amount of any issued, outstanding but undrawn documentary Letters of
Credit and (b) the maximum aggregate amount that the beneficiaries may at any
time draw under the Rival Letters of Credit and Patton HK Letters of Credit, as
such aggregate amount may be reduced from time to time pursuant to the terms of
such Rival Letters of Credit or Patton HK Letters of Credit; and provided,
further, that for purposes of calculating Indebtedness of the Borrowers under
the Revolving Credit Loans for any period, the amount shall be the average
amount of Revolving Credit Loans outstanding on the last day of any calendar
month for the last twelve (12) calendar months (or such shorter period as has
elapsed from the Closing Date) divided by twelve (or the applicable number of
shorter months as has elapsed from the Closing Date).

         Total Percentage. With respect to each Bank, on any date of
determination, the Revolving A Commitment (or, if the Revolving A Commitment is
terminated, outstanding Revolving Credit A Loans, Letter of Credit
Participations in Unpaid Reimbursement Obligations and participating interests
in the risk relating to outstanding Letters of Credit) and outstanding Term
Loans A and outstanding Term Loans B held by such Bank as a percentage of the
sum of the Total Revolving A Commitment (or if the Revolving A Commitment is
terminated, outstanding Revolving Credit A Loans, Letter of Credit
Participations in Unpaid

<PAGE>
                                      -34-


Reimbursement Obligations and participating interests in the risk relating to
outstanding Letters of Credit) plus the outstanding Term Loans A and outstanding
Term Loans B.

         Total Revolving A Commitment. The sum of the Revolving A Commitments of
the Revolving A Banks as in effect from time to time.

         Total Revolving B Commitment. The sum of the Revolving B Commitments of
the Revolving B Banks as in effect from time to time.

         Trademark Assignment. The several Trademark Assignments, dated as of
the Closing Date or as of the Original Closing Date and amended as of the
Closing Date, made by certain Borrowers in favor of the Agent and in form and
substance satisfactory to the Banks and the Agent.

         Type. As to any Loan, its nature as a Base Rate Loan or a Eurocurrency
Rate Loan.

         Unencumbered Cash. The aggregate amount of cash and Cash Equivalents of
the Company which is not subject to any Lien whatsoever, except for a Lien in
favor of the Agent for the benefit of the Agent and the Banks to secure the
Obligations under the Loan Documents.

         Uniform Customs. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Agent in the ordinary course of its business as a letter of credit issuer
and in effect at the time of issuance of such Letter of Credit.

         Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the applicable Borrower does not reimburse the Agent and the Banks on the date
specified in, and in accordance with, ss.4.2.

         Voting Stock. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, limited liability
company, partnership, trust or other business entity involved, whether or not
the right so to vote exists by reason of the happening of a contingency.

         Warrants. Those certain warrants from the Company to the Banks other
than the Revolving B Banks, and in form and substance as set forth in Exhibit A
to the Warrant Purchase Agreement.

         Warrant Purchase Agreement. That certain warrant purchase agreement,
dated as of May 7, 2001, between the Company and the Banks, other than the
Revolving B Banks, relating to the Warrants and the certain co-sale agreement
dated as of May 7, 2001, between the Company and such Banks.

         1.2.  RULES OF INTERPRETATION.


<PAGE>
                                      -35-


                  (a) A reference to any document or agreement shall include
         such document or agreement as amended, modified or supplemented from
         time to time in accordance with its terms and the terms of this Credit
         Agreement.

                  (b) The singular includes the plural and the plural includes
          the singular.

                  (c) A reference to any law includes any amendment or
          modification to such law.

                  (d) A reference to any Person includes its permitted
          successors and permitted assigns.

                  (e) Accounting terms not otherwise defined herein have the
         meanings assigned to them by generally accepted accounting principles
         applied on a consistent basis by the accounting entity to which they
         refer.

                  (f) The words "include", "includes" and "including" are not
          limiting.

                  (g) All terms not specifically defined herein or by generally
         accepted accounting principles, which terms are defined in the Uniform
         Commercial Code as in effect in the Commonwealth of Massachusetts, have
         the meanings assigned to them therein, with the term "instrument" being
         that defined under Article 9 of the Uniform Commercial Code.

                  (h) Reference to a particular "ss." refers to that section of
          this Credit Agreement unless otherwise indicated.

                  (i) The words "herein", "hereof", "hereunder" and words of
         like import shall refer to this Credit Agreement as a whole and not to
         any particular section or subdivision of this Credit Agreement.

                  (j) Unless otherwise expressly indicated, in the computation
         of periods of time from a specified date to a later specified date, the
         word "from" means "from and including," the words "to" and "until" each
         mean "to but excluding," and the word "through" means "to and
         including."

                  (k) This Credit Agreement and the other Loan Documents may use
         several different limitations, tests or measurements to regulate the
         same or similar matters. All such limitations, tests and measurements
         are, however, cumulative and are to be performed in accordance with the
         terms thereof.

                  (l) This Credit Agreement and the other Loan Documents are the
         result of negotiation among, and have been reviewed by counsel to,
         among others, the Agent and the Borrowers and are the product of
         discussions and negotiations among all parties. Accordingly, this
         Credit Agreement and the other Loan Documents are not intended to be
         construed against the Agent or any of the Banks merely on account of
         the Agent's or any Bank's involvement in the preparation of such
         documents.
<PAGE>
                                      -36-


         2.  THE REVOLVING CREDIT FACILITY.

                  2.1   COMMITMENT TO LEND.

                           2.1.1. REVOLVING CREDIT A LOANS TO BORROWERS. Subject
                  to the terms and conditions set forth in this Credit
                  Agreement, each of the Revolving A Banks severally agrees to
                  lend to the Borrowers and the Borrowers may borrow, repay, and
                  reborrow from time to time from the Closing Date up to but not
                  including the Revolving Credit Loan A Maturity Date upon
                  notice by the applicable Borrowers to the Agent given in
                  accordance with ss.2.6, such sums in Dollars as are requested
                  by the applicable Borrowers up to a maximum aggregate amount
                  outstanding (after giving effect to all amounts requested by
                  any Borrower) at any one time equal to such Revolving A Bank's
                  Revolving A Commitment minus such Revolving A Bank's Revolving
                  A Commitment Percentage of the sum of the Maximum Drawing
                  Amount and all Unpaid Reimbursement Obligations, provided that
                  (a) the sum of the outstanding amount of the Revolving Credit
                  A Loans (after giving effect to all amounts requested), plus
                  the Maximum Drawing Amount and all Unpaid Reimbursement
                  Obligations (collectively, the "Revolver A Exposure") shall
                  not at any time exceed the lesser of (i) the Total Revolving A
                  Commitment and (ii) the Borrowing Base minus the aggregate
                  outstanding amount of Revolving Credit B Loans, and (b) (1)
                  the sum of the outstanding amount of all Revolving Credit
                  Loans (after giving effect to all amounts requested) advanced
                  to the Subsidiary Borrowers shall not at any time exceed
                  $20,000,000, with the sum of the outstanding amount of all
                  Revolving Credit Loans (after giving effect to all amounts
                  requested) advanced to Holmes Far East, Esteem, Raider and
                  Patton HK not to at any time exceed $10,000,000 and the sum of
                  the outstanding amount of all Revolving Credit Loans (after
                  giving effect to all amounts requested) advanced to Holmes UK
                  and Bionaire B.V. not to at any time exceed $10,000,000, and
                  (2) the sum of the outstanding amount of all Revolving Credit
                  Loans (after giving effect to all amounts requested) advanced
                  to the Subsidiary Borrowers plus the Maximum Drawing Amount
                  and all Unpaid Reimbursement Obligations shall not at any time
                  exceed $45,000,000. Notwithstanding anything to the contrary
                  contained herein, the parties hereto hereby acknowledge and
                  agree that (1) at any time in which the Revolver A Exposure is
                  at the Maximum Initial Amount, the Revolving A Banks shall
                  have no obligation to make any additional Revolving Credit A
                  Loans or other extension of credit under this Credit Agreement
                  until such time as the aggregate outstanding principal amount
                  of Revolving Credit B Loans is equal to the Total Revolving B
                  Commitment and (2) from and after the earlier to occur of (x)
                  the Term Loan B Maturity Date and (y) July 1, 2004, the
                  Borrowers shall not request any additional Revolving Credit A
                  Loans or the issuance, extension or renewal of any Letter of
                  Credit (and the Banks shall have no obligation to make any
                  such Revolving Credit A Loans and the Agent shall have no
                  obligation to issue, extend or renew any Letter of Credit) if,
                  after giving effect to any amounts so requested, the Revolver
                  A Exposure would exceed the Maximum Initial Amount. For the
                  avoidance of doubt, the parties hereto hereby acknowledge that
                  to the extent any Borrower is requesting the issuance of any
                  Letter of Credit at a time

<PAGE>
                                      -37-


                  when the Revolving A Banks are not required to make any
                  additional extensions of credit under this Credit Agreement
                  until such time as the Total Revolving B Loan Commitment has
                  been fully funded, the Borrowers shall be permitted, subject
                  always to compliance with the terms and conditions contained
                  herein, to borrow a Revolving Credit B Loan in the amount of
                  the Maximum Drawing Amount of such requested Letters of
                  Credit, and use the proceeds of such Revolving Credit B Loan
                  to repay the Revolving Credit A Loans in such an amount such
                  that the Revolver A Exposure is reduced (prior to such
                  issuance of such Letter of Credit) to an amount below the
                  Maximum Initial Amount so that such requested Letter of credit
                  can then be issued. The Revolving Credit A Loans shall be made
                  pro rata in accordance with each Revolving A Bank's Revolving
                  A Commitment Percentage. Each request for a Revolving Credit A
                  Loan hereunder shall constitute a representation and warranty
                  by the Borrowers that the conditions set forth in ss.12 have
                  been satisfied on the date of such request. All Revolving
                  Credit A Loans shall be denominated in Dollars.

                           2.1.2. REVOLVING CREDIT B LOANS TO BORROWERS. Subject
                  to the terms and conditions set forth in this Credit
                  Agreement, to the extent the Revolver A Exposure equals the
                  Maximum Initial Amount or if the Revolver A Exposure is less
                  than the Maximum Initial Amount but the Company is requesting
                  a Revolving Credit B Loan in order to make the Required
                  Repurchase, a Permitted Repurchase, or any Required Revolving
                  A Reduction, then each of the Revolving B Banks severally
                  agrees to lend to the Borrowers and the Borrowers may borrow,
                  repay, and reborrow from time to time from the Closing Date up
                  to but not including the Revolving Credit Loan B Maturity Date
                  upon notice by the applicable Borrowers to the Agent given in
                  accordance with ss.2.6, such sums in Dollars as are requested
                  by the applicable Borrowers up to a maximum aggregate amount
                  outstanding (after giving effect to all amounts requested by
                  any Borrower) at any one time equal to such Revolving B Bank's
                  Revolving B Commitment, provided that (a) the sum of the
                  outstanding amount of the Revolving Credit B Loans (after
                  giving effect to all amounts requested) shall not at any time
                  exceed the lesser of (i) the Total Revolving B Commitment and
                  (ii) the Borrowing Base minus the Revolver A Exposure and (b)
                  (1) the sum of the outstanding amount of all Revolving Credit
                  Loans (after giving effect to all amounts requested) advanced
                  to the Subsidiary Borrowers shall not at any time exceed
                  $20,000,000, with the sum of the outstanding amount of all
                  Revolving Credit Loans (after giving effect to all amounts
                  requested) advanced to Holmes Far East, Esteem, Raider and
                  Patton HK not to at any time exceed $10,000,000 and the sum of
                  the outstanding amount of all Revolving Credit Loans (after
                  giving effect to all amounts requested) advanced to Holmes UK
                  and Bionaire B.V. not to at any time exceed $10,000,000, and
                  (2) the sum of the outstanding amount of all Revolving Credit
                  Loans (after giving effect to all amounts requested) advanced
                  to the Subsidiary Borrowers plus the Maximum Drawing Amount
                  and all Unpaid Reimbursement Obligations shall not at any time
                  exceed $45,000,000. The Revolving Credit B Loans shall be made
                  pro rata in accordance with each Revolving B Bank's Revolving
                  B Commitment Percentage. Each request for a Revolving Credit
                  Loan B hereunder shall constitute a representation

<PAGE>
                                      -38-


                  and warranty by the Borrowers that the conditions set forth in
                  ss.12 have been satisfied on the date of such request. Each
                  Revolving Credit B Loan to the Borrowers shall be denominated
                  in Dollars.

                  2.2.   COMMITMENT FEE.

                           2.2.1. REVOLVING CREDIT A LOANS COMMITMENT FEE. The
                  Domestic Borrowers agree to pay to the Agent for the accounts
                  of the Revolving A Banks based on the amount by which each
                  such Revolving A Bank's Revolving A Commitment exceeds the sum
                  of such Revolving A Bank's daily average outstanding Revolving
                  Credit A Loans plus its Revolving A Commitment Percentage of
                  the sum of the Maximum Drawing Amount and the Unpaid
                  Reimbursement Obligations a commitment fee calculated at the
                  rate of the Commitment Fee Rate per annum on the average daily
                  amount during each calendar quarter or portion thereof from
                  the Closing Date to the Revolving Credit Loan A Maturity Date
                  by which the Total Revolving A Commitment minus the sum of the
                  Maximum Drawing Amount and all Unpaid Reimbursement
                  Obligations exceeds the outstanding amount of Revolving Credit
                  A Loans during such calendar quarter. The commitment fee shall
                  be payable quarterly in arrears on the first day of each
                  calendar quarter for the immediately preceding calendar
                  quarter commencing on the first such date following the date
                  hereof, with a final payment on the Revolving Credit Loan A
                  Maturity Date or any earlier date on which the Revolving A
                  Commitments shall terminate.

                           2.2.2. REVOLVING CREDIT B LOANS COMMITMENT FEE. The
                  Domestic Borrowers agree to pay to the Agent for the accounts
                  of the Revolving B Banks based on the amount by which each
                  such Revolving B Bank's Revolving B Commitment exceeds the sum
                  of such Revolving B Bank's daily average outstanding Revolving
                  Credit B Loans a commitment fee calculated at the rate of the
                  Commitment Fee Rate per annum on the average daily amount
                  during each calendar quarter or portion thereof from the
                  Closing Date to the Revolving Credit Loan B Maturity Date by
                  which the Total Revolving B Commitment exceeds the outstanding
                  amount of Revolving Credit B Loans during such calendar
                  quarter. The commitment fee shall be payable quarterly in
                  arrears on the first day of each calendar quarter for the
                  immediately preceding calendar quarter commencing on the first
                  such date following the date hereof, with a final payment on
                  the Revolving Credit Loan B Maturity Date or any earlier date
                  on which the Revolving B Commitments shall terminate.

                  2.3.   REDUCTION OF COMMITMENTS.

                           2.3.1. REDUCTION OF TOTAL REVOLVING A COMMITMENT. The
                  Company shall have the right at any time and from time to time
                  upon seven (7) Business Days prior written notice to the Agent
                  to reduce by $5,000,000 or an integral multiple of $1,000,000
                  in excess thereof or terminate entirely the Total Revolver A
                  Commitment, whereupon the Revolving A Commitments of the Banks
                  shall be

<PAGE>
                                      -39-


                  reduced pro rata in accordance with their respective Revolving
                  A Commitment Percentages of the amount specified in such
                  notice or, as the case may be, terminated. Promptly after
                  receiving any notice of the Company delivered pursuant to this
                  ss.2.3.1, the Agent will notify the Banks of the substance
                  thereof. Upon the effective date of any such reduction or
                  termination, the Domestic Borrowers shall pay to the Agent for
                  the respective accounts of the Banks the full amount of any
                  commitment fee then accrued on the amount of the reduction. No
                  reduction or termination of the Revolving A Commitments may be
                  reinstated.

                           2.3.2.  REDUCTION OF TOTAL REVOLVING B COMMITMENT.

                  After such time as the Company has voluntarily and permanently
                  reduced the Total Revolver A Commitment by an amount of not
                  less than $25,000,000 and such Total Revolver A Commitment has
                  been reduced and the Revolver A Exposure is equal to or less
                  than the Maximum Initial Amount, the Company shall have the
                  right at any time and from time to time upon seven (7)
                  Business Days prior written notice to the Agent to reduce by
                  $5,000,000 or an integral multiple of $1,000,000 in excess
                  thereof or terminate entirely the Total Revolver B Commitment,
                  whereupon the Revolving B Commitments of the Banks shall be
                  reduced pro rata in accordance with their respective Revolving
                  B Commitment Percentages of the amount specified in such
                  notice or, as the case may be, terminated, provided, the
                  Borrowers shall not be permitted to reduce the Total Revolver
                  B Commitment to an amount which is less than $2,400,000 plus
                  the amount by which any Initial Required Revolving A Subdebt
                  Funding Loan has been converted into an ordinary Revolving
                  Credit Loan pursuant to ss.8.27 hereof until any and all
                  future funding requirements to be made pursuant to
                  ss.8.27.3-8.27.5 have been satisfied. Promptly after receiving
                  any notice of the Company delivered pursuant to this ss.2.3.2,
                  the Agent will notify the Banks of the substance thereof. Upon
                  the effective date of any such reduction or termination, the
                  Domestic Borrowers shall pay to the Agent for the respective
                  accounts of the Banks the full amount of any commitment fee
                  then accrued on the amount of the reduction. No reduction or
                  termination of the Revolving B Commitments may be reinstated.

                  2.4. THE REVOLVING CREDIT NOTES; LOAN ACCOUNTS. The Revolving
                  Credit A Loans and Revolving Credit B Loans, as the case may
                  be, shall be evidenced by separate promissory notes of the
                  Domestic Borrowers in substantially the form of Exhibit A-1 (a
                  "Revolving Credit A Note") and Exhibit A-2 hereto (a
                  "Revolving Credit B Note"), each dated as of May 7, 2001, and
                  completed with appropriate insertions. The obligations of each
                  of the Foreign Borrowers to repay all amounts borrowed by it
                  as Revolving Credit Loans, all interest thereon and all other
                  amounts payable by it in respect thereof shall be evidenced by
                  this Credit Agreement, it being the intention of the parties
                  hereto that each Foreign Borrower's obligations with respect
                  to the Revolving Credit Loans owed by it is evidenced only as
                  stated herein and not by separate promissory notes or other
                  instruments. One Revolving Credit Note shall be payable to the
                  order of each Bank in a principal amount equal to such Bank's
                  Revolving A Commitment Percentage or Revolving B Commitment
                  Percentage, as the case may be, or, if

<PAGE>
                                      -40-


                  less, the outstanding amount of all Revolving Credit Loans
                  made by such Bank, plus interest accrued thereon, as set forth
                  below. Each of the Borrowers irrevocably authorizes each Bank
                  to make or cause to be made, at or about the time of the
                  Drawdown Date of any Revolving Credit Loan or at the time of
                  receipt of any payment of principal on such Bank's Revolving
                  Credit Note or loan account, as the case may be, an
                  appropriate notation on such Revolving Bank's Record or record
                  pertaining to the loan account (the "Loan Account Record"), as
                  the case may be, reflecting the making of such Revolving
                  Credit Loan or (as the case may be) the receipt of such
                  payment. The outstanding amount of the Revolving Credit Loans
                  set forth on such Bank's Records and Loan Account Records
                  shall be prima facie evidence of the principal amount thereof
                  owing and unpaid to such Revolving Bank, but the failure to
                  record, or any error in so recording, any such amount on such
                  Revolving Bank's Records or Loan Account Records, as the case
                  may be, shall not limit or otherwise affect the obligations of
                  the Borrowers hereunder or under any Revolving Credit Note to
                  make payments of principal of or interest on any Revolving
                  Credit Note or loan account when due.

                  2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise
                  provided in ss.5.11,

                           (a) Each Base Rate Loan shall bear interest for the
                  period commencing with the Drawdown Date thereof and ending on
                  the last day of the Interest Period with respect thereto at
                  the rate per annum equal to the Base Rate plus the Applicable
                  Margin with respect to Base Rate Loans for such Revolving
                  Credit Loan as in effect from time to time, provided, to the
                  extent any Investor Guaranty Reduction Event shall have
                  occurred, on the date of such occurrence, the Applicable
                  Margin applicable to the Revolving Credit B Loans shall be
                  increased to the same amount as the Applicable Margin for
                  Revolving Credit A Loans which are Base Rate Loans.

                           (b) Each Eurocurrency Rate Loan shall bear interest
                  for the period commencing with the Drawdown Date thereof and
                  ending on the last day of the Interest Period with respect
                  thereto at the rate per annum equal to the Eurocurrency Rate
                  determined for such Interest Period plus the Applicable Margin
                  with respect to Eurocurrency Rate Loans for such Revolving
                  Credit Loan as in effect from time to time, provided, to the
                  extent any Investor Guaranty Reduction Event shall have
                  occurred, on the date of such occurrence, the Applicable
                  Margin applicable to the Revolving Credit B Loans shall be
                  increased to the same amount as the Applicable Margin for
                  Revolving Credit A Loans which are Eurocurrency Rate Loans.

                           (c) Each Borrower promises to pay interest on each
                  Revolving Credit Loan requested by such Borrower in arrears on
                  each Interest Payment Date with respect thereto.

                           (d) Each Borrower shall be permitted to pay, and each
                  Revolving Credit B Bank shall be permitted to receive, any
                  regularly scheduled payment of

<PAGE>
                                      -41-


                  interest on the Subdebt Funding Loans so long as at the time
                  of such payment, or after giving effect thereto, no Event of
                  Default has occurred and is continuing pursuant to ss.13.1(a)
                  or (b) of the Credit Agreement as it relates to the Revolving
                  Credit A Loans or the Term Loans. To the extent any Revolving
                  Credit B Bank receives any such payment of interest on the
                  Subdebt Funding Loans while an Event of Default pursuant to
                  ss.13.1(a) or (b) of the Credit Agreement as it relates to the
                  Revolving Credit A Loans or the Term Loans has occurred and is
                  continuing, each such Revolving Credit B Bank will hold in
                  trust and immediately pay over to the Agent, in the same form
                  of payment received, for application to the Loans in the
                  manner provided in ss.13.5, any amount that the Borrowers pay
                  to the Revolving Credit B Banks on account of the Subdebt
                  Funding Loans.

                  2.6. REQUESTS FOR REVOLVING CREDIT LOANS.

                           2.6.1. GENERAL. The applicable Borrower shall give to
                  the Agent written notice in the form of Exhibit B hereto (or
                  telephonic notice confirmed in a writing in the form of
                  Exhibit B hereto) of each Revolving Credit Loan requested
                  hereunder (a "Loan Request") no later than (a) one (1)
                  Business Day prior to the proposed Drawdown Date of any Base
                  Rate Loan and (b) three (3) Business Days prior to the
                  proposed Drawdown Date of any Eurocurrency Rate Loan. Each
                  such notice shall specify (i) the principal amount of the
                  Revolving Credit Loan requested and whether such request is
                  for a Revolving Credit A Loan or a Revolving Credit B Loan,
                  (ii) the proposed Drawdown Date of such Revolving Credit Loan,
                  (iii) the Interest Period for such Revolving Credit Loan, and
                  (iv) the Type of such Revolving Credit Loan. Promptly upon
                  receipt of any such notice (but in any event on the day the
                  Agent receives a request for a Revolving Credit Loan by the
                  Domestic Borrowers and by the day following the date the Agent
                  receives a request for a Revolving Credit Loan by a Subsidiary
                  Borrower), the Agent shall notify each of the applicable Banks
                  thereof. Each Loan Request shall be irrevocable and binding on
                  the Borrowers and shall obligate the requesting Borrower to
                  accept the Revolving Credit Loan requested from the applicable
                  Revolving Banks on the proposed Drawdown Date. Each Loan
                  Request shall be in a minimum aggregate amount of $500,000 or
                  an integral multiple of $100,000 in excess thereof. In
                  addition, notwithstanding the notice and minimum amount
                  requirements set forth above, if at any time the sum of the
                  outstanding amount of Revolver A Exposure exceeds the Maximum
                  Initial Amount and the sum of the outstanding amount of all
                  Revolving Credit B Loans is less than the Total B Commitment
                  Percentage, the Borrowers shall have been deemed to have made
                  a Loan Request for a Revolving Credit B Loan in an amount
                  sufficient to repay all Revolving Credit A Loans so that the
                  Revolver A Exposure is equal to the Maximum Initial Amount.

                           2.6.2. SWING LINE. Notwithstanding the notice and
                  minimum amount requirements set forth in ss.2.6.1 but
                  otherwise in accordance with the terms and conditions of this
                  Credit Agreement, the Swing Line Bank (a) shall, and without
                  conferring with the Revolving Banks, make Revolving Credit
                  Loans to the

<PAGE>
                                      -42-


                  Domestic Borrowers by entry of credits to the Domestic
                  Borrowers' operating account (the "Operating Account")
                  maintained with the Agent to cover checks or other charges
                  which the Domestic Borrowers have drawn or made against such
                  account, but in no event shall the Swing Line Bank be required
                  to make any such Revolving Credit Loans if, after giving
                  effect to making all such Revolving Credit Loans, the
                  outstanding amount of all such Revolving Credit Loans owned to
                  the Swing Line Bank exceeds such Swing Line Bank's Commitment
                  and (b) may, in its sole discretion and without conferring
                  with the Revolving Banks, make Revolving Credit Loans to the
                  Domestic Borrowers in an amount as otherwise requested by any
                  of the Domestic Borrowers (each Revolving Credit Loan referred
                  to in the foregoing clauses (a) and (b) being referred to
                  herein as a "Swing Line Loan"). Each Domestic Borrower hereby
                  requests and authorizes the Swing Line Bank to make from time
                  to time such Swing Line Loans by means of appropriate entries
                  of such credits sufficient to cover checks and other charges
                  then presented for payment from the Operating Account or as
                  otherwise so requested. Each Domestic Borrower acknowledges
                  and agrees that the making of such Swing Line Loans shall, in
                  each case, be subject in all respects to the provisions of
                  this Credit Agreement as if they were Revolving Credit Loans
                  covered by a Loan Request including, without limitation, the
                  limitations set forth in ss.2.1 and the requirements that the
                  applicable provisions of ss.12 be satisfied. All actions taken
                  by the Swing Line Bank pursuant to the provisions of this
                  ss.2.6.2 shall be conclusive and binding on the Domestic
                  Borrowers and the Revolving Banks absent the Swing Line Bank's
                  gross negligence or willful misconduct. Swing Line Loans made
                  pursuant to this ss.2.6.2 shall be Base Rate Loans denominated
                  in Dollars until converted in accordance with the provisions
                  of the Credit Agreement and, prior to a Settlement, such
                  interest shall be for the account of the Swing Line Bank.

                  2.7.   CONVERSION OPTIONS.

                           2.7.1.  CONVERSION TO DIFFERENT TYPE OF REVOLVING
                                   CREDIT LOAN.
                  The Borrowers may elect from time to time to convert any
                  outstanding Revolving Credit Loan to a Revolving Credit Loan
                  of another Type, provided that (a) with respect to any such
                  conversion of a Revolving Credit Loan to a Base Rate Loan, the
                  applicable Borrower shall give the Agent at least one (1)
                  Business Day prior written notice of such election; (b) with
                  respect to any such conversion of a Base Rate Loan to a
                  Eurocurrency Rate Loan, the applicable Borrower shall give the
                  Agent at least three (3) Business Days prior written notice of
                  such election; (c) with respect to any such conversion of a
                  Eurocurrency Rate Loan into a Revolving Credit Loan of another
                  Type, such conversion shall only be made on the last day of
                  the Interest Period with respect thereto and (d) no Revolving
                  Credit Loan may be converted into a Eurocurrency Rate Loan
                  when any Default or Event of Default has occurred and is
                  continuing. The Agent shall promptly notify the applicable
                  Banks of such election (but in any event on the day the Agent
                  receives an election by the Domestic Borrowers and by the day
                  following the date the Agent receives an election by any
                  Foreign Borrower). On the date on which such conversion is
                  being made each applicable Bank shall take such action

<PAGE>
                                      -43-


                  as is necessary to transfer its Revolving A Commitment
                  Percentage or Revolving B Commitment Percentage, as the case
                  may be, of such Revolving Credit Loans to its Domestic Lending
                  Office or its Eurocurrency Lending Office, as the case may be.
                  All or any part of outstanding Revolving Credit Loans of any
                  Type may be converted into a Revolving Credit Loan of another
                  Type as provided herein, provided that any partial conversion
                  shall be in an aggregate principal amount of $500,000 or an
                  integral multiple of $100,000 in excess thereof. Each
                  Conversion Request relating to the conversion of a Revolving
                  Credit Loan to a Eurocurrency Rate Loan shall be irrevocable
                  by the applicable Borrower.

                           2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN.
                  Any Revolving Credit Loan of any Type may be continued as a
                  Revolving Credit Loan of the same Type upon the expiration of
                  an Interest Period with respect thereto by compliance by the
                  applicable Borrower with the notice provisions contained in
                  ss.2.7.1; provided that as to any Eurocurrency Rate Loans, no
                  such Eurocurrency Rate Loan may be continued as such when any
                  Default or Event of Default has occurred and is continuing,
                  but shall be automatically converted to a Base Rate Loan on
                  the last day of the first Interest Period relating thereto
                  ending during the continuance of any Default or Event of
                  Default of which officers of the Agent active upon the
                  Company's account have actual knowledge. In the event that the
                  applicable Borrower fails to provide any such notice with
                  respect to the continuation of any Eurocurrency Rate Loan as
                  such, then such Eurocurrency Rate Loan shall be automatically
                  converted to a Base Rate Loan on the last day of the first
                  Interest Period relating thereto. The Agent shall notify the
                  applicable Banks promptly when any such automatic conversion
                  contemplated by this ss.2.7 is scheduled to occur.

                           2.7.3. EUROCURRENCY RATE LOANS. Any conversion to or
                  from Eurocurrency Rate Loans shall be in such amounts and be
                  made pursuant to such elections so that, after giving effect
                  thereto, the aggregate principal amount of all Eurocurrency
                  Rate Loans having the same Interest Period shall not be less
                  than $500,000 or a whole multiple of $100,000 in excess
                  thereof.

                  2.8.   FUNDS FOR REVOLVING CREDIT LOANS.

                           2.8.1.  FUNDING PROCEDURES FOR REVOLVING CREDIT
                                   LOANS TO BORROWERS.
                  Not later than (a) 1:00 p.m. (Boston time) on the proposed
                  Drawdown Date of any Revolving Credit Loans to be made to the
                  Domestic Borrowers and (b) 11:00 a.m. (local time with respect
                  to the applicable Subsidiary Borrower) on the proposed
                  Drawdown Date of any Revolving Credit Loans to be made to the
                  Subsidiary Borrowers, each of the applicable Revolving Banks
                  will make available to the Agent to credit to the applicable
                  Borrower's account in Same Day Funds, the amount of such
                  Revolving A Bank's Revolving A Commitment Percentage of the
                  amount of the requested Revolving Credit A Loans or the amount
                  of such Revolving B Bank's Revolving B Commitment Percentage
                  of the amount of the requested Revolving Credit Loan B, as the
                  case may be, at the Agent's Head Office (in the case of
                  Revolving Credit Loans to a Domestic

<PAGE>
                                      -44-


                  Borrower) or at either the Agent's local branch located in
                  Jardine House, Suites 801-809, One Connaught Place, Central
                  Hong Kong or the Agent's local branch located at 39 Victoria
                  Street, London SW1H OEE, England (in the case of Revolving
                  Credit Loans to Foreign Borrowers). Upon receipt from each
                  applicable Revolving Bank of such amount, and upon receipt of
                  the documents required by ss.12 and the satisfaction of the
                  other conditions set forth therein, to the extent applicable,
                  the Agent will make available to the applicable Borrower the
                  aggregate amount of such applicable Revolving Credit Loans
                  made available to the Agent by the applicable Revolving Banks.
                  The failure or refusal of any Revolving Bank to make available
                  to the Agent at the aforesaid time and place on any Drawdown
                  Date the amount of its Revolving A Commitment Percentage or
                  Revolving B Commitment Percentage, as the case may be, of the
                  requested Revolving Credit A Loans or Revolving Credit B
                  Loans, as the case may be, shall not relieve any other
                  Revolving Bank from its several obligations hereunder to make
                  available to the Agent the amount of such other Revolving
                  Bank's Revolving A Commitment Percentage or Revolving Bank's
                  Revolving B Commitment Percentage, as the case may be, of any
                  requested Revolving Credit Loans.

                           2.8.2.  ADVANCES BY AGENT FOR REVOLVING CREDIT
                                   LOANS TO BORROWERS.

                  The Agent may, unless notified to the contrary by any
                  applicable Revolving Bank prior to a Drawdown Date, assume
                  that such Revolving Bank has made available to the Agent on
                  such Drawdown Date the amount of such Revolving Bank's
                  Revolving A Commitment Percentage or Revolving Bank's
                  Revolving B Commitment Percentage, as the case may be, of the
                  Revolving Credit A Loans or the Revolving Credit B Loans, as
                  the case may be, to be made on such Drawdown Date, and the
                  Agent may (but it shall not be required to), in reliance upon
                  such assumption, make available to the applicable Borrower a
                  corresponding amount. If any applicable Revolving Bank makes
                  available to the Agent such amount on a date after such
                  Drawdown Date, such Revolving Bank shall pay to the Agent on
                  demand an amount equal to the product of (a) the average
                  computed for the period referred to in clause (c) below, of
                  the Overnight Rate for each day included in such period, times
                  (b) the amount of such Revolving Bank's Revolving A Commitment
                  Percentage of such Revolving Credit A Loans or of such
                  Revolving Bank's Revolving B Commitment Percentage of such
                  Revolving Credit B Loans, as the case may be, times (c) a
                  fraction, the numerator of which is the number of days that
                  elapse from and including such Drawdown Date to the date on
                  which the amount of such Revolving Bank's Revolving A
                  Commitment Percentage of such Revolving Credit A Loans or of
                  such Revolving Bank's Revolving B Commitment Percentage of
                  such Revolving Credit B Loans, as the case may be, shall
                  become immediately available to the Agent, and the denominator
                  of which is 365. A statement of the Agent submitted to such
                  Revolving Bank with respect to any amounts owing under this
                  paragraph shall be prima facie evidence of the amount due and
                  owing to the Agent by such Revolving Bank. If the amount of
                  such Revolving Bank's Revolving A Commitment Percentage of
                  such Revolving Credit A Loans or of such Revolving Bank's
                  Revolving B Commitment

<PAGE>
                                      -45-


                  Percentage of such Revolving Credit B Loans, as the case may
                  be, is not made available to the Agent by such Revolving Bank
                  within three (3) Business Days following such Drawdown Date,
                  the Agent shall be entitled to recover such amount from the
                  applicable Borrowers on demand, with interest thereon at the
                  rate per annum applicable to the Revolving Credit Loans made
                  on such Drawdown Date.

                  2.9.    INTENTIONALLY OMITTED.

                  2.10.   INTENTIONALLY OMITTED.

                  2.11.   SETTLEMENTS.

                           2.11.1. GENERAL. On each Settlement Date, the Agent
                  shall, not later than 11:00 a.m. (Boston time), give
                  telephonic or facsimile notice (a) to the applicable Revolving
                  Banks and the Company of the respective outstanding amount of
                  Swing Line Loans made by the Swing Line Bank on behalf of the
                  Revolving Banks from the immediately preceding Settlement Date
                  through the close of business on the prior day and the amount
                  of any Eurocurrency Rate Loans to be made (following the
                  giving of notice pursuant to ss.2.6.1(b)) on such date
                  pursuant to a Loan Request and (b) to the applicable Revolving
                  Banks of the amount (a "Settlement Amount") that each
                  Revolving Bank (a "Settling Bank") shall pay to effect a
                  Settlement of any Revolving Credit Loan. A statement of the
                  Agent submitted to the Revolving Banks and the Company or to
                  the Revolving Banks with respect to any amounts owing under
                  this ss.2.11 shall be prima facie evidence of the amount due
                  and owing. Each Settling Bank shall, not later than 3:00 p.m.
                  (Boston time) on such Settlement Date, effect a wire transfer
                  of immediately available funds to the Agent in the amount of
                  the Settlement Amount for such Settling Bank. All funds
                  advanced by any Revolving Bank as a Settling Bank pursuant to
                  this ss.2.11 shall for all purposes be treated as a Revolving
                  Credit A Loan or Revolving Credit B Loan, as the case may be,
                  made by such Settling Bank to the Domestic Borrowers and all
                  funds received by any Revolving Bank pursuant to this ss.2.11
                  shall for all purposes be treated as repayment of amounts owed
                  with respect to Revolving Credit A Loans or Revolving Credit B
                  Loans, as the case may be, made by such Revolving Bank. In the
                  event that any bankruptcy, reorganization, liquidation,
                  receivership or similar cases or proceedings in which any
                  Domestic Borrower is a debtor prevent a Settling Bank from
                  making any Revolving Credit A Loans or Revolving Credit B
                  Loans, as the case may be, to effect a Settlement as
                  contemplated hereby, such Settling Bank will make such
                  dispositions and arrangements with the other Revolving Banks
                  with respect to such Revolving Credit A Loans or Revolving
                  Credit B Loans, as the case may be, either by way of purchase
                  of participations, distribution, pro tanto assignment of
                  claims, subrogation or otherwise as shall result in each
                  Revolving Bank's share of the outstanding Revolving Credit A
                  Loans or Revolving Credit B Loans, as the case may be, being
                  equal, as nearly as may be, to such Revolving Bank's Revolving
                  A Commitment Percentage or Revolving Bank's Revolving B
                  Commitment Percentage, as the case may be, of the

<PAGE>
                                      -46-


                  outstanding amount of the Revolving Credit A Loans or
                  Revolving Credit B Loans, as the case may be.

                           2.11.2. FAILURE TO MAKE FUNDS AVAILABLE. The Agent
                  may, unless notified to the contrary by any Settling Bank
                  prior to a Settlement Date, assume that such Settling Bank has
                  made or will make available to the Agent on such Settlement
                  Date the amount of such Settling Bank's Settlement Amount, and
                  the Agent may (but it shall not be required to), in reliance
                  upon such assumption, make available to the Borrowers a
                  corresponding amount. If any Settling Bank makes available to
                  the Agent such amount on a date after such Settlement Date,
                  such Settling Bank shall pay to the Agent on demand an amount
                  equal to the product of (a) the average computed for the
                  period referred to in clause (c) below, of the weighted
                  average interest rate paid by the Agent for federal funds
                  acquired by the Agent during each day included in such period,
                  times (b) the amount of such Settlement Amount, times (c) a
                  fraction, the numerator of which is the number of days that
                  elapse from and including such Settlement Date to the date on
                  which the amount of such Settlement Amount shall become
                  immediately available to the Agent, and the denominator of
                  which is 360. A statement of the Agent submitted to such
                  Settling Bank with respect to any amounts owing under this
                  ss.2.11.2 shall be prima facie evidence of the amount due and
                  owing to the Agent by such Settling Bank. If such Settling
                  Bank's Settlement Amount is not made available to the Agent by
                  such Settling Bank within three (3) Business Days following
                  such Settlement Date, the Agent shall be entitled to recover
                  such amount from the applicable Borrower on demand, with
                  interest thereon at the rate per annum applicable to the
                  Revolving Credit A Loans of such Settlement Date.

                           2.11.3. NO EFFECT ON OTHER REVOLVING BANKS. The
                  failure or refusal of any Settling Bank to make available to
                  the Agent at the aforesaid time and place on any Settlement
                  Date the amount of such Settling Bank's Settlement Amount
                  shall not (a) relieve any other Settling Bank from its several
                  obligations hereunder to make available to the Agent the
                  amount of such other Settling Bank's Settlement Amount or (b)
                  impose upon any Revolving Bank, other than the Settling Bank
                  so failing or refusing, any liability with respect to such
                  failure or refusal or otherwise increase the Revolving A
                  Commitment Percentage or Revolving B Commitment Percentage, as
                  the case may be, of such other Revolving Bank.

                  2.12.   REPAYMENT OF REVOLVING CREDIT LOANS.

                           2.12.1. MATURITY. Each Domestic Borrower jointly and
                  severally promises to pay on the Revolving Credit Loan A
                  Maturity Date, and there shall become absolutely due and
                  payable on the Revolving Credit Loan A Maturity Date, all of
                  the Revolving Credit A Loans outstanding on such date to the
                  Borrowers, together with any and all accrued and unpaid
                  interest thereon. Each Foreign Borrower jointly and severally
                  promises to pay on the Revolving Credit Loan A Maturity Date,
                  and there shall become absolutely due and payable on the
<PAGE>
                                      -47-


                  Revolving Credit Loan A Maturity Date, all Revolving Credit A
                  Loans outstanding on such date to the Foreign Borrowers (but
                  not the Domestic Borrowers), together with all accrued and
                  unpaid interest thereon. Each Domestic Borrower jointly and
                  severally promises to pay on the Revolving Credit Loan B
                  Maturity Date, and there shall become absolutely due and
                  payable on the Revolving Credit Loan B Maturity Date, all of
                  the Revolving Credit B Loans outstanding on such date to the
                  Borrowers, together with any and all accrued and unpaid
                  interest thereon. Each Foreign Borrower jointly and severally
                  promises to pay on the Revolving Credit Loan B Maturity Date,
                  and there shall become absolutely due and payable on the
                  Revolving Credit Loan B Maturity Date, all Revolving Credit B
                  Loans outstanding on such date to the Foreign Borrowers (but
                  not the Domestic Borrowers), together with all accrued and
                  unpaid interest thereon, provided, no payment shall be made on
                  any Subdebt Funding Loans until such time as all amounts owing
                  on the Revolving Credit A Loan and the Term Loans (whether
                  principal, interest, fees or any other amounts) have been paid
                  in full in cash. To the extent any Revolving Credit B Bank
                  receives any such payments hereunder on the Subdebt Funding
                  Loans prior to the repayment in full in cash of all amounts
                  owing on the Revolving Credit A Loans and the Term Loans
                  (whether such amounts are principal, interest, fees or any
                  other amounts), each such Revolving Credit B Bank will hold in
                  trust and immediately pay over to the Agent, in the same form
                  of payment received, for application to the Loans any amount
                  that the Borrowers pay to the Revolving Credit B Banks on
                  account of the Subdebt Funding Loans. The Banks hereby agree
                  that to the extent all or any portion of the Subdebt Funding
                  Loans are not paid on the Revolving Credit Loan B Maturity
                  Date as a result of the Borrower's agreement not to make such
                  payments until the Revolving Credit A Loans and the Term Loans
                  have been repaid in full in cash, the failure to make such a
                  payment to the Revolving Credit B Banks of such Subdebt
                  Funding Loans shall not be an Event of Default under this
                  Credit Agreement until one (1) Business Day following the
                  latest to occur of the Revolving Credit Loan A Maturity Date,
                  the Term Loan A Maturity Date and the Term Loan B Maturity
                  Date.

                           2.12.2.  MANDATORY REPAYMENTS OF REVOLVING CREDIT
                                    LOANS.

                           2.12.2.1  GENERAL PROVISIONS AS TO REVOLVING CREDIT A
                                     LOANS.

                           If at any time (a) the Revolver A Exposure exceeds
                  the lesser of (i) the Total Revolving A Commitment and (ii)
                  the Borrowing Base less the outstanding amount of Revolver
                  Credit B Loans (other than the Revolving Credit B Loans which
                  constitute Required Repurchase Subdebt Funding Loans and any
                  Permitted Repurchase Subdebt Funding Loans), or (b) the
                  Revolver A Exposure exceeds the Maximum Initial Amount and the
                  outstanding Revolving B Loans are in an amount which is less
                  than the Total Revolving B Commitment or (c) after the earlier
                  to occur of the Revolving Credit Loan B Maturity Date and July
                  1, 2004 the Revolver A Exposure exceeds the Maximum Initial
                  Amount in effect on June 30, 2004 and then as reduced by any
                  required reduction pursuant to ss.2.12.2.3-2.12.2.6, then the
                  Domestic Borrowers shall immediately pay the

<PAGE>
                                      -48-


                  amount of such excess to the Agent for the respective accounts
                  of the Revolving A Banks for application: first, to any Swing
                  Line Loans outstanding, second, to any Unpaid Reimbursement
                  Obligations; third, to the Revolving Credit A Loans; and
                  fourth, to provide to the Agent cash collateral for
                  Reimbursement Obligations as contemplated by ss.4.2(b) and
                  (c). Each payment of any Unpaid Reimbursement Obligations or
                  prepayment of Revolving Credit A Loans shall be allocated
                  among the Revolving A Banks, in proportion, as nearly as
                  practicable, to each Reimbursement Obligation or (as the case
                  may be) the respective unpaid principal amount of each
                  Revolving A Bank's Revolving Credit A Note or loan account, as
                  the case may be, with adjustments to the extent practicable to
                  equalize any prior payments or repayments not exactly in
                  proportion.

                           2.12.2.2  GENERAL PROVISIONS AS TO REVOLVING CREDIT B
                                     LOANS.

                           If at any time (a) the sum of the outstanding amount
                  of the Revolving Credit B Loans exceeds the Total Revolving B
                  Commitment, or (b) the sum of the outstanding amount of the
                  Revolving Credit B Loans (other than the Revolving Credit B
                  Loans which constitute Required Repurchase Subdebt Funding
                  Loans and any Permitted Repurchase Subdebt Funding Loans)
                  exceeds the lesser of (i) the Total Revolving B Commitment and
                  (ii) the Borrowing Base less the Revolver A Exposure, or (c)
                  there are any outstanding Revolving B Loans (other than the
                  Subdebt Funding Loans and other than as a result of the
                  reduction in the Revolver A Exposure pursuant to a mandatory
                  payment made pursuant to ss.2.12.2.3, ss.2.12.2.5 or
                  ss.2.12.2.6 hereof) at a time when the Revolver A Exposure is
                  less than the Maximum Initial Amount, then the Domestic
                  Borrowers shall immediately pay the amount of such excess to
                  the Agent for the respective accounts of the Revolving B Banks
                  for application: first, to any Swing Line Loans outstanding
                  for the accounts of the Revolving B Banks and second, to the
                  Revolving Credit B Loans. Each prepayment of Revolving Credit
                  B Loans shall be allocated among the Revolving B Banks, in
                  proportion, as nearly as practicable, to the respective unpaid
                  principal amount of each Revolving B Bank's Revolving Credit B
                  Note or loan account, as the case may be, with adjustments to
                  the extent practicable to equalize any prior payments or
                  repayments not exactly in proportion.

                            2.12.2.3  REPAYMENTS WITH NET CASH SALE PROCEEDS
                                      FROM PERMITTED DISPOSITIONS AND NET CASH
                                      PROCEEDS FROM EQUITY ISSUANCE.

                  In the event the Company or any of its Subsidiaries receives
                  any (a) Net Cash Sale Proceeds from the sale or other
                  disposition of assets permitted by ss.9.5.2., (b) proceeds of
                  insurance claims which insurance claim proceeds (but not the
                  Net Cash Sale Proceeds for the sale or other disposition of
                  assets) have not been either (i) reinvested by the Company or
                  such Subsidiary in assets which are normally used in the
                  ordinary course of business of the Borrowers, including
                  reinvestments in replacement assets or to repair the asset so
                  damaged, as the case may be, within 360 days of receipt by
                  such Person of such proceeds or (ii) subject to a commitment
                  by the Company or such Subsidiary pursuant to any contract to
                  be used to make such a reinvestment, subject only to customary
                  conditions (other than obtaining financing), on or prior to
                  the 270th day following the Company's

<PAGE>
                                      -49-


                  or such Subsidiary's receipt of the claimed amount and the
                  claimed amounts contractually committed are so applied within
                  360 days following receipt of such amounts or (c) Net Cash
                  Proceeds from any Equity Issuances by the Company or its
                  Subsidiaries after the Closing Date (except for Net Cash
                  Proceeds received by the Company from Equity Issuances by the
                  Company (i) made in connection with its Stock Option Plan up
                  to a maximum aggregate amount of not more than $4,000,000 or
                  to members of the Company's management (other than in
                  connection with the sale of Equity Issuances to such members
                  of management in the Initial Public Offering), (ii) received
                  from any Principal of the Company or other shareholders of the
                  Company existing on the Closing Date (the "Additional
                  Investors") so long as no Event of Default has occurred and is
                  continuing and provided such Net Cash Proceeds are not
                  received in connection with the sale of Equity Issuances to
                  the Principals or such Additional Investors in the Initial
                  Public Offering, or (iii) received from any other Person so
                  long as no Event of Default has occurred and is continuing,
                  such Net Cash Proceeds are not received in connection with the
                  sale of Equity Issuances to such Persons in the Initial Public
                  Offering and provided the aggregate amount of such Net Cash
                  Proceeds are used to finance all or any portion of a Permitted
                  Acquisition), the Company shall, within thirty (30) days of
                  receipt thereof, after repayment in full of the Term Loans as
                  provided in ss.3.3, repay the outstanding Revolving Credit
                  Loans in an amount equal to 100% of such Net Cash Sale
                  Proceeds, insurance proceeds or Net Cash Proceeds, as the case
                  may be, with such proceeds being applied first to reduce the
                  Revolver A Exposure to an amount equal to the Maximum Initial
                  Amount (with a concurrent reduction of the Total Revolving A
                  Commitment by such amount), second, to reduce the Revolving
                  Credit B Loans other than the Subdebt Funding Loans (with a
                  concurrent reduction of the Total Revolving B Commitment by
                  such amount), third to repay the remaining Revolver A Exposure
                  (with a concurrent reduction of the Maximum Initial Amount (to
                  the extent the Maximum Initial Amount is greater than $0) and
                  the Total Revolving A Commitment by the amount of any such
                  repayment), and fourth to reduce the remaining Revolving
                  Credit B Loans (including the Subdebt Funding Loans) (with a
                  concurrent reduction of the Total Revolving B Commitment by
                  such amount); provided, however, that notwithstanding the
                  foregoing, in the event the Company receives any Net Cash
                  Proceeds from its Initial Public Offering or any subsequent
                  public offering of its capital stock, the Company shall only
                  be required to repay an amount equal to 50% of the Net Cash
                  Proceeds of such Equity Issuance.

                            2.12.2.4  REPAYMENTS WITH NET CASH SALE PROCEEDS
                                      FROM SALE OF DESIGNATED PROPERTY.

                           Notwithstanding anything to the contrary contained in
                  ss.2.12.2.3 above, in the event the Majority Banks consent to
                  the sale by the Company of the Designated Property (provided
                  nothing herein shall in any manner be construed as an
                  agreement or consent by such Banks to such sale) and the
                  Company receives any Net Cash Sale Proceeds from such sale of
                  the Designated Property,

<PAGE>
                                      -50-


                  such Net Cash Sale Proceeds shall be applied first to the Term
                  Loans in the manner provided for in ss.3.3 hereof and then to
                  the Revolving Credit A Loans.

                           2.12.2.5  REPAYMENTS WITH NET CASH SALE PROCEEDS
                                     FROM OTHER ASSET DISPOSITIONS.

                           In the event the Company or any of its Subsidiaries
                  receives any Net Cash Sale Proceeds in connection with any
                  Asset Sale not otherwise permitted by ss.9.5.2 but in which
                  the Majority Banks have provided written consent (although
                  nothing contained herein shall be in any manner construed as
                  any willingness on the part of any of the banks to provide
                  such consent), other than the sale of the Designated Property,
                  such Net Cash Sale Proceeds shall be applied (a) first to
                  reduce the Revolver A Exposure to an amount equal to the
                  Maximum Initial Amount (with a concurrent reduction of the
                  Total Revolving A Commitment by such amount), (b) second, to
                  reduce the Revolving Credit B Loans other than the Subdebt
                  Funding Loans (with a concurrent reduction of the Total
                  Revolving B Commitment by such amount), (c) third to repay the
                  remaining Revolver A Exposure, the Term Loan A and the Term
                  Loan B on a pro rata basis (with a concurrent reduction of the
                  Maximum Initial Amount (to the extent the Maximum Initial
                  Amount is greater than $0) and the Total Revolving A
                  Commitment by the amount of any such repayment to the
                  Revolving Credit A Loans), with any amounts so being applied
                  to the Term Loan A and Term Loan B being applied against
                  remaining scheduled installments due thereon in the inverse
                  order of maturity and (d) fourth to reduce the remaining
                  Revolving Credit B Loans (including the Subdebt Funding Loans)
                  (with a concurrent reduction of the Total Revolving B
                  Commitment by such amount).

                           2.12.2.6  REPAYMENTS WITH NET CASH DEBT PROCEEDS
                                     FROM INDEBTEDNESS.

                           In the event the Company or any of its Subsidiaries
                  receives any cash proceeds in connection with any Foreign
                  Subsidiary incurring Indebtedness pursuant to ss.ss.8.22 and
                  9.1(j) hereof (the "Net Cash Debt Proceeds"), such Net Cash
                  Debt Proceeds shall be applied to the Revolver A Exposure, the
                  Term Loan A and the Term Loan B on a pro rata basis (with a
                  concurrent reduction of the Total Revolving A Commitment and
                  Maximum Initial Amount (to the extent the Maximum Initial
                  Amount is greater than $0) by the amount of any such repayment
                  to the Revolving Credit A Loans), with any amounts so being
                  applied to the Term Loan A and Term Loan B being applied
                  against remaining scheduled installments due thereon in the
                  inverse order of maturity.

                           2.12.3  CREDIT RECEIVED FOR FUNDS RECEIVED IN
                                   CONCENTRATION ACCOUNT.

                           Prior to the occurrence of an Event of Default as to
                  which the account officers of the Agent active upon the
                  Borrower's account have actual knowledge, (a) all funds and
                  cash proceeds in the form of money, checks and like items
                  received in the Fleet Concentration Account as contemplated by
                  ss.8.24 shall be credited, on the same Business Day on which
                  the Agent determines that good collected funds

<PAGE>
                                      -51-


                  have been received, and, prior to the receipt of good
                  collected funds, on a provisional basis until final receipt of
                  good collected funds, and applied as contemplated by
                  ss.2.12.4, (b) all funds and cash proceeds in the form of a
                  wire transfer received in the Fleet Concentration Account as
                  contemplated by ss.8.24 shall be credited on the same Business
                  Day as the Agent's receipt of such amounts (or up to such
                  later date as the Agent determines that good collected funds
                  have been received), and applied as contemplated by ss.2.12.4,
                  and (c) all funds and cash proceeds in the form of an
                  automated clearing house transfer received in the Fleet
                  Concentration Account as contemplated by ss.8.24 shall be
                  credited, on the next Business Day following the Agent's
                  receipt of such amounts (or up to such later date as the Agent
                  determines that good collected funds have been received), and
                  applied as contemplated by ss.2.12.4. For purposes of the
                  foregoing provisions of this ss.2.12.3, the Agent shall not be
                  deemed to have received any such funds or cash proceeds on any
                  day unless received by the Agent before 2:30 p.m. (Boston
                  time) on such day. The Domestic Borrowers further acknowledge
                  and agree that any such provisional credits or credits in
                  respect of wire or automatic clearing house funds transfers
                  shall be subject to reversal if final collection in good funds
                  of the related item is not received by, or final settlement of
                  the funds transfer is not made in favor of, the Agent in
                  accordance with the Agent's customary procedures and practices
                  for collecting provisional items or receiving settlement of
                  funds transfers.

                           2.12.4   APPLICATION OF PAYMENTS PRIOR TO EVENT OF
                                    DEFAULT.

                                    (a) Prior to the occurrence of an Event of
                           Default of which the account officers of the Agent
                           active on the Borrowers' account have knowledge, all
                           funds transferred to the Fleet Concentration Account
                           and for which the Domestic Borrowers have received
                           credits shall be applied to the Obligations as
                           follows:

                                            (i) first, to pay amounts of
                                    principal, interest, Unpaid Reimbursement
                                    Obligations, fees and all other amounts then
                                    due and payable under this Credit Agreement,
                                    the Notes and the other Loan Documents;

                                            (ii) second, to reduce Revolving
                                    Credit Loans made by the Swing Line Lender
                                    pursuant to ss.2.6.2 and for which
                                    Settlement has not then been made;

                                            (iii) third, if the Revolver A
                                    Exposure is greater than the Maximum Initial
                                    Amount, to the Revolving Credit A Loans in
                                    an amount of such excess, to be applied
                                    first to Base Rate Loans and then to
                                    Eurocurrency Rate Loans;

                                            (iv) fourth, to the outstanding
                                    amount of the Revolving Credit B Loans other
                                    than the Subdebt Funding Loans, to be
                                    applied first to Base Rate Loans and then to
                                    Eurocurrency Rate Loans;
<PAGE>
                                      -52-


                                            (v) fifth, to reduce the remaining
                                    Revolving Credit A Loans which are Base Rate
                                    Loans;

                                            (vi) sixth, to reduce the remaining
                                    Revolving Credit A Loans which are
                                    Eurocurrency Rate Loans; and

                                            (vii) seventh, except as otherwise
                                    required by ss.4.2(b) and (c), to the
                                    Operating Account.

                                    (b) All prepayments of Eurocurrency Rate
                           Loans prior to the end of an Interest Period shall
                           obligate the applicable Domestic Borrower to pay any
                           breakage costs associated with such Eurocurrency Rate
                           Loans in accordance with ss.5.10. Prior to the
                           occurrence of an Event of Default, the applicable
                           Domestic Borrower may elect to avoid such breakage
                           costs by providing to the Agent cash in an amount
                           sufficient to cash collateralize such Eurocurrency
                           Rate Loans, but in no event shall such Domestic
                           Borrower be deemed to have paid such Eurocurrency
                           Rate Loans until such cash has been paid to the Agent
                           for application to such Eurocurrency Rate Loans. The
                           Agent may elect to cause such cash collateral to be
                           deposited into either (i) a cash collateral account
                           pursuant to the terms of a cash collateral agreement
                           executed by the applicable Domestic Borrower and the
                           Agent and in form and substance satisfactory to the
                           Agent or (ii) the applicable Domestic Borrower's
                           Operating Account with appropriate instructions
                           prohibiting such Domestic Borrower's withdrawal of
                           such funds so long as they remain cash collateral. In
                           each such case, the applicable Domestic Borrower
                           agrees to execute and deliver to the Agent such
                           instruments and documents, including Uniform
                           Commercial Code financing statements and agreements
                           with any third party depository banks, as the Agent
                           may request.

                                    (c) All prepayments of the Revolving Credit
                           A Loans or Revolving Credit B Loans, as the case may
                           be, pursuant to this ss.2.12.4 shall be allocated
                           among the Revolving A Banks and the Revolving B
                           Banks, as the case may be, making such Revolving
                           Credit A Loans or Revolving Credit B Loans, as the
                           case may be, in proportion, as nearly as practicable,
                           to the respective unpaid principal amount of such
                           Revolving Credit A Loans or Revolving Credit B Loans,
                           as the case may be, outstanding, with adjustments to
                           the extent practicable to equalize any prior payments
                           or repayments not exactly in proportion. Prior to any
                           Settlement Date, however, all prepayments of the
                           Revolving Credit Loans shall be applied in accordance
                           with this ss.2.12.4, first to outstanding Revolving
                           Credit Loans of the Swing Line Bank.

                           2.12.5 REPAYMENTS OF REVOLVING CREDIT LOANS AFTER
                  EVENT OF DEFAULT. Following the occurrence and during the
                  continuance of an Event of Default of which the account
                  officers of the Agent active on the

<PAGE>
                                      -53-


                  Borrowers' account have knowledge, all funds transferred to
                  the Fleet Concentration Account and for which the applicable
                  Domestic Borrower has received credits shall be applied to the
                  Obligations in accordance with ss.13.5.

                  2.13.   OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS.

                  Each of the Borrowers shall have the right, at its election,
         to repay the outstanding amount of the Revolving Credit A Loans or
         Revolving Credit B Loans, as the case may be, as a whole or in part, at
         any time without penalty or premium (but subject to ss.5.10); provided,
         however, (a) no prepayment of the Revolving Credit B Loans shall be
         made if at the time of such prepayment the Revolver A Exposure exceeds
         the Maximum Initial Amount, (b) no prepayment of the Subdebt Funding
         Loans shall be made if at the time of such prepayment there are any
         outstanding Revolving Credit A Loans or Term Loans; and (c) no
         prepayment of the Revolving Credit A Loans shall be made if, at the
         time of making such prepayment, the Revolver A Exposure is less than or
         equal to the Maximum Initial Amount and there are any outstanding
         Revolving Credit B Loans other than the Subdebt Funding Loans. The
         applicable Borrower shall give the Agent, no later than 10:00 a.m.,
         Boston time on the date of any prepayment written notice of any
         proposed prepayment pursuant to this ss.2.13 of Base Rate Loans, and
         two (2) Business Days notice of any proposed prepayment pursuant to
         this ss.2.13 of Eurocurrency Rate Loans, in each case specifying the
         proposed date of prepayment of Revolving Credit A Loans or Revolving
         Credit B Loans, as the case may be, and the principal amount to be
         prepaid. Each such partial prepayment of the Revolving Credit Loans
         shall be in an integral multiple of $500,000, shall be accompanied by
         the payment of accrued interest on the principal prepaid to the date of
         prepayment and shall be applied, in the absence of instruction by the
         applicable Borrower, in accordance with ss.2.12.4(a)(iii) hereof. Each
         partial prepayment shall be allocated among the applicable Revolving
         Banks, in proportion, as nearly as practicable, to the respective
         unpaid principal amount of each Revolving Bank's Revolving Credit A
         Note or loan account or Revolving Credit B Note or loan account, as the
         case may be, with adjustments to the extent practicable to equalize any
         prior repayments not exactly in proportion. All repayments of the
         Revolving Credit Loans shall be applied first, to such Loans borrowed
         in compliance with the second paragraph of ss.4.09 of the Subordinated
         Indenture, and second, to such Loans borrowed in compliance with the
         first paragraph of ss.4.09 of the Subordinated Indenture.

                  2.14.   CHANGE IN BORROWING BASE.

                  The Borrowing Base shall be determined monthly by the Agent by
         reference to the Borrowing Base Report delivered to the Revolving Banks
         and the Agent pursuant to ss.8.4(i).

         3.  THE TERM LOANS.

                  3.1.  COMMITMENT TO LEND.
<PAGE>
                                      -54-


                           3.1.1. TERM LOAN A. Subject to the terms and
                  conditions set forth in this Credit Agreement, each Bank
                  agrees to lend to the Domestic Borrowers, in Dollars, on the
                  Closing Date its Term Loan A Commitment. Percentage of the
                  principal amount of $40,000,000.

                           3.1.2. TERM LOAN B. Subject to the terms and
                  conditions set forth in this Credit Agreement, each Bank
                  agrees to lend to the Domestic Borrowers, in Dollars, on the
                  Closing Date its Term Loan B Commitment Percentage of the
                  principal amount of $85,000,000.

                  3.2.  THE TERM NOTES.

                           3.2.1. TERM LOAN A AND TERM LOAN B. The Term Loan A
                  and Term Loan B shall be evidenced by separate promissory
                  notes of the Domestic Borrowers, as the case may be, in
                  substantially the form of Exhibit C-1 and C-2 hereto (each a
                  "Term Note"), dated the Closing Date and completed with
                  appropriate insertions. One Term Note shall be payable to the
                  order of each Bank in a principal amount equal to such Bank's
                  Term Loan A Commitment Percentage of Term Loan A or such
                  Bank's Term Loan B Commitment Percentage of Term Loan B, as
                  the case may be, representing the obligation of the Domestic
                  Borrowers to pay to such Bank such principal amount or, if
                  less, the outstanding amount of such Bank's Term Loan A
                  Commitment Percentage of Term Loan A or such Bank's Term Loan
                  B Commitment Percentage of Term Loan B, as the case may be,
                  plus interest accrued thereon, as set forth below. Each of the
                  Borrowers irrevocably authorizes each Bank to make or cause to
                  be made a notation on such Bank's Record reflecting the
                  original principal amount of such Bank's Term Loan A or such
                  Bank's Term Loan B, as the case may be, and, at or about the
                  time of such Bank's receipt of any principal payment on such
                  Term Note, an appropriate notation on such Bank's Record
                  reflecting such payment. The aggregate unpaid amount set forth
                  on such Bank's Record shall be prima facie evidence of the
                  principal amount thereof owing and unpaid to such Bank, but
                  the failure to record, or any error in so recording, any such
                  amount on such Bank's Record shall not affect the joint and
                  several obligations of the Domestic Borrowers hereunder or
                  under any Term Note to make payments of principal of and
                  interest on any Term Note when due.

                  3.3.  MANDATORY PAYMENTS OF PRINCIPAL OF TERM LOANS.

                           3.3.1. TERM LOAN A. Each Domestic Borrower jointly
                  and severally promises to pay to the Agent for the account of
                  the Banks the principal amount of Term Loan A in twenty-two
                  (22) consecutive quarterly payments, payable on last Business
                  Day of each calendar quarter ending within any period set
                  forth below in the amount set forth opposite such period,
                  commencing on September 30, 1999 and with a final payment on
                  the Term Loan A Maturity Date in an amount equal to the unpaid
                  balance of Term Loan A.
<PAGE>
                                      -55-

<TABLE>
<CAPTION>
                                                                                    Dollar Equivalent of
                          Quarters Ending:                                               Each Payment
                          ----------------                                               ------------
<S>                                                                                       <C>
                          September 30, 1999 - December 31, 1999                          $ 1,400,000
                          March 31, 2000 - December 31, 2000                              $ 1,400,000
                          March 31, 2001 - December 31, 2001                              $ 1,600,000
                          March 31, 2002 - December 31, 2002                              $ 2,000,000
                          March 31, 2003 - December 31, 2003                              $ 2,150,000
                          March 31, 2004 - September 30, 2004                             $ 2,150,00
                          December 31, 2004                                               $1,075,000
                          --------------------------------------                       ---------------
                          Term Loan A Maturity Date                                     unpaid balance
                                                                                        of Term Loan A
</TABLE>

                           For the avoidance of doubt, the parties hereto
                  acknowledge and agree that the amortization schedule set forth
                  above is the amortization schedule as in effect on the Closing
                  Date and does not reflect any changes thereto contemplated by
                  the Credit Agreement resulting from any repayments made by the
                  Borrowers to the Banks hereunder after the Closing Date and
                  prior to the Amendment Effective Date (whether such repayments
                  were regularly scheduled repayments, prepayments, or any
                  payments made with Net Cash Sale Proceeds or otherwise
                  pursuant to Sections 3.3.3, 3.3.4 or Section 2.12 hereof).

                           3.3.2. TERM LOAN B. Each of the Domestic Borrowers
                  jointly and severally promises to pay, in Dollars, to the
                  Agent for the account of the Banks the principal amount of
                  Term Loan B in thirty one (31) consecutive quarterly payments,
                  payable on the last Business Day of each calendar quarter
                  ending within any period set forth below in the amount set
                  forth opposite such period, commencing on September 30, 1999
                  and with a final payment on the Term Loan B Maturity Date in
                  an amount equal to the unpaid balance of Term Loan B.

<TABLE>
<CAPTION>
                                                                                     Dollar Equivalent of
                          Quarters Ending:                                               Each Payment
                          ----------------                                               ------------
<S>                                                                                      <C>
                          September 30, 1999 - December 31, 1999                           $ 212,500
                          March 31, 2000 - December 31, 2000                               $ 212,500
                          March 31, 2001 - December 31, 2001                               $ 212,500
                          March 31, 2002 - December 31, 2002                               $ 212,500
                          March 31, 2003 - December 31, 2003                               $ 212,500
                          March 31, 2004 - December 31, 2004                               $ 212,500
                          March 31, 2005 - December 31, 2005                              $9,987,500
                          March 31, 2006 - September 30, 2006                             $9,987,500
                          December 31, 2006                                               $4,993,750
                          ---------------------------------------                      ---------------
                          Term Loan B Maturity Date                                     unpaid balance
                                                                                        of Term Loan B
</TABLE>

                           For the avoidance of doubt, the parties hereto
                  acknowledge and agree that the amortization schedule set forth
                  above is the amortization schedule as in effect on the Closing
                  Date and does not reflect any changes thereto contemplated by
                  the Credit Agreement resulting from any repayments made by the
                  Borrowers to the Banks hereunder after the Closing Date and
                  prior to the Amendment Effective Date (whether such repayments
                  were regularly scheduled repayments, prepayments, or any
                  payments made with Net Cash Sale Proceeds or otherwise
                  pursuant to Sections 3.3.3, 3.3.4 or Section 2.12 hereof).

                           3.3.3. ANNUAL EXCESS CASH FLOW RECAPTURE. For each
                  fiscal year ending on or after December 31, 1999 for which the
                  Borrowers have positive Consolidated Excess Cash Flow, the
                  Domestic Borrowers shall prepay the principal of the Term
                  Loans in an amount equal to seventy-five percent (75%) of such
                  Consolidated Excess Cash Flow, provided that in the event that
                  the Leverage Ratio as at the end of the applicable fiscal
                  year, and as at the end of the fiscal quarter immediately
                  preceding the date such payment is due is less than 4.25:1,
                  only fifty percent (50%) of such Consolidated Excess Cash Flow
                  shall be required to be utilized to prepay the Term Loans.
                  Each such mandatory prepayment shall be due one hundred (100)
                  days after the end of each applicable fiscal year and shall be
                  applied pro rata to repayment of each of the Term Loans

<PAGE>
                                      -56-


                  based on the then outstanding amounts of each of the Term
                  Loans, provided, however, to the extent any holder of the Term
                  Loan B elects not to accept such prepayments, such prepayments
                  so declined shall be applied pro rata to the repayment of the
                  Term Loan A. Such payments shall be applied against the
                  remaining scheduled installments of principal due on the
                  respective Term Loans pro rata. To the extent the Borrowers
                  are required to make any payments pursuant to this ss.3.3.3
                  and such a payment would subject the Borrowers to certain
                  costs under ss.5.10 associated with a prepayment of a
                  Eurocurrency Rate Loan prior to the last day of an Interest
                  Period with respect thereto, the Agent shall, if requested by
                  the Company, hold such proceeds as cash collateral (and
                  thereafter the Agent shall apply such cash collateral to the
                  Obligations) until the earliest to occur of (a) the last day
                  of the Interest Period with respect to such Eurocurrency Rate
                  Loans, (b) the first date when such prepayment can be made
                  without any costs being incurred pursuant to ss.5.10 and (c)
                  the date when the Agent determines in its reasonable
                  discretion that such amounts shall be used to repay all or any
                  portion of the Term Loans.

                           3.3.4. NET CASH PROCEEDS; NET CASH SALE PROCEEDS. In
                  the event the Company or any of its Subsidiaries receives Net
                  Cash Proceeds, Net Cash Sale Proceeds or any other amounts
                  which are required to be utilized to repay the Loans as
                  provided in ss.2.12.2, the Domestic Borrowers shall first
                  repay the Term Loans in such amount, and at the times provided
                  in ss.2.12.2, with such payments to be applied pro rata to
                  each of the Term Loans, based on the respective then
                  outstanding amounts of each of the Term Loans provided,
                  however, to the extent any holder of the Term Loan B elects
                  not to accept such prepayments, such prepayments so declined
                  shall be applied pro rata to the repayment of the Term Loan A,
                  and against the remaining scheduled installments of principal
                  due on the respective Term Loans pro rata. After repayment in
                  full of the Term Loans, all such amounts shall be applied in
                  repayment of the Revolving Credit Loans, as provided in
                  ss.2.12.2. To the extent the Borrowers are required to make
                  any payments pursuant to this ss.3.3.4 and such a payment
                  would subject the Borrowers to certain costs under ss.5.10
                  associated with a prepayment of a Eurocurrency Rate Loan prior
                  to the last day of an Interest Period with respect thereto,
                  the Agent shall, if requested by the Company, hold such
                  proceeds as cash collateral (and thereafter the Agent shall
                  apply such cash collateral to the Obligations) until the
                  earlier to occur of (a) the last day of the Interest Period
                  with respect to such Eurocurrency Rate Loans, (b) the first
                  date when such prepayment can be made without any costs being
                  incurred pursuant to ss.5.10 and (c) the date when the Agent
                  determines in its reasonable discretion that such amounts
                  shall be used to repay all or any portion of the Revolving
                  Credit Loans.

                  3.4. OPTIONAL PREPAYMENT OF TERM LOANS. The Domestic Borrowers
         shall have the right at any time to prepay the Term Notes on or before
         the Term Loan A Maturity Date or Term Loan B Maturity Date, as the case
         may be, as a whole, or in part, upon not less than three (3) Business
         Days prior written notice to the Agent, specifying whether such
         repayment should be applied to Term Loan A or Term Loan B, without
         premium or penalty, provided that (a) each partial prepayment shall be
         in the principal amount of

<PAGE>
                                      -57-


         (i) $500,000 or an integral multiple of $100,000 in excess thereof in
         the case of Eurocurrency Rate Loans, or (ii) $100,000 or an integral
         multiple of $100,000 in excess thereof in the case of Base Rate Loans,
         (b) no portion of the Term Loans bearing interest at the Eurocurrency
         Rate may be prepaid pursuant to this ss.3.4 except on the last day of
         the Interest Period relating thereto unless the Borrowers indemnify
         each Bank pursuant to ss.5.10 against any expenses relating to any
         payments made prior to the last day of the Interest Period, (c) each
         partial prepayment shall be allocated among the Banks, in proportion,
         as nearly as practicable, to the respective outstanding amount of each
         such Person's Term Note A or Term Note B, as the case may be, with
         adjustments to the extent practicable to equalize any prior prepayments
         not exactly in proportion and (d) each such prepayment shall be applied
         within each Term Loan pro rata against the remaining principal
         installments thereof. Any prepayment of principal of the Term Loans
         shall include all interest accrued to the date of prepayment. No amount
         repaid with respect to the Term Loans may be reborrowed.

                  3.5.  INTEREST ON TERM LOANS.

                           3.5.1. INTEREST RATES. Except as otherwise provided
                  in ss.5.11, the Term Loans shall bear interest during each
                  Interest Period relating to all or any portion of the Term
                  Loans at the following rates:

                           (a) to the extent that all or any portion of Term
                  Loan A bears interest during such Interest Period at the Base
                  Rate, Term Loan A or such portion shall bear interest during
                  such Interest Period at the rate per annum equal to the Base
                  Rate plus the Applicable Margin for Base Rate Loans.

                           (b) to the extent that all or any portion of Term
                  Loan A bears interest during such Interest Period at the
                  Eurocurrency Rate, Term Loan A or such portion shall bear
                  interest during such Interest Period at the rate per annum
                  equal to the Eurocurrency Rate plus the Applicable Margin for
                  Eurocurrency Rate Loans.

                           (c) to the extent that all or any portion of Term
                  Loan B bears interest during such Interest Period at the Base
                  Rate, Term Loan B or such portion shall bear interest during
                  such Interest Period at the rate per annum equal to (i) from
                  the Closing Date up to and including August 14, 2000, the Base
                  Rate plus one and three quarters percent (1.75%); (ii) from
                  August 15, 2000 up to and including May 6, 2001, the Base Rate
                  plus two percent (2.00%); (iii) from May 7, 2001 up to and
                  including March 31, 2002, the Base Rate plus two and one-half
                  of one percent (2.50%); (iv) from April 1, 2002 up to and
                  including December 31, 2003, the Base Rate plus two and three
                  quarters percent (2.75%) and (v) thereafter, the Base Rate
                  plus three percent (3.00%).

                           (d) to the extent that all or any portion of Term
                  Loan B bears interest during such Interest Period at the
                  Eurocurrency Rate, Term Loan B or such portion shall bear
                  interest during such Interest Period at the rate per annum
                  equal to (i) from the Closing Date up to and including August
                  14, 2000, the

<PAGE>
                                      -58-


                  Eurocurrency Rate plus three and one half percent (3.50%);
                  (ii) from August 15, 2000 up to and including May 6, 2001, the
                  Eurocurrency Rate plus three and three quarters percent
                  (3.75%); (iii) from May 7, 2001 up to and including March 31,
                  2002, the Eurocurrency Rate plus four and one quarter percent
                  (4.25%); (iv) from April 1, 2002 up to and including December
                  31, 2003, the Eurocurrency Rate plus four and one half percent
                  (4.50%) and (v) thereafter, the Eurocurrency Rate plus four
                  and three quarters percent (4.75%).

                  Each of the Domestic Borrowers promises to pay interest on the
                  Term Loans or any portion thereof outstanding during each
                  Interest Period in arrears on each Interest Payment Date
                  applicable to such Interest Period.

                           3.5.2.  CONVERSION OPTIONS.

                           (a) The Term Loans shall be drawn in full on the
                  Closing Date, after which the provisions of ss.2.7 shall apply
                  mutatis mutandis with respect to all or any portion of the
                  Term Loans so that the Domestic Borrowers may have the same
                  interest rate options with respect to all or any portion of
                  the Term Loans to which the Domestic Borrowers would be
                  entitled with respect to the Revolving Credit Loans, subject
                  to the same limitations as applied to Revolving Credit Loans.

                           (b) Term Loan A and Term Loan B shall at all times be
                  denominated in Dollars.

                           3.5.3. AMOUNTS, ETC. Any portion of the Term Loans
                  bearing interest at the Eurocurrency Rate relating to any
                  Interest Period shall be in the amount of $500,000 or a larger
                  integral multiple of $100,000 in excess thereof. No Interest
                  Period relating to the Term Loans or any portion thereof
                  bearing interest at the Eurocurrency Rate shall extend beyond
                  the date on which a regularly scheduled installment payment of
                  the principal of the Term Loans are to be made unless a
                  portion of the Term Loans at least equal to such installment
                  payment has an Interest Period ending on such date or is then
                  bearing interest at the Base Rate.

                  3.6. FUNDS FOR TERM LOANS A AND B. Not later than 11:00 a.m.
         (Boston time) on the Closing Date, each of the Banks will make
         available to the Agent, at the Agent's Head Office, in immediately
         available funds, the amount of such Bank's Term Loan A Commitment
         Percentage of Term Loan A and such Bank's Term Loan B Commitment
         Percentage of Term Loan B. Upon receipt from each Bank of such amount,
         and upon receipt of the documents required by ss.ss.11 and ss.12 and
         the satisfaction of the other conditions set forth therein, the Agent
         will make available to the Borrowers the aggregate amount of Term Loan
         A and Term Loan B requested by such Person.

                  3.7.  APPLICATION OF INTEREST PAYMENTS FOR TERM LOANS.

                  As promptly as is practicable following each date upon which
         the Agent receives a payment of principal or interest under this Credit
         Agreement on account of any

<PAGE>
                                      -59-


         portion of Term Loan A or Term Loan B made to any Borrower, the Agent
         shall distribute such amount to the Banks in accordance with their
         respective Term Loan Commitment Percentages.

         4.  LETTERS OF CREDIT.

                  4.1.  LETTER OF CREDIT COMMITMENTS.

                           4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject
                  to the terms and conditions hereof and the execution and
                  delivery by any Borrower of a letter of credit application on
                  the Agent's customary form (a "Letter of Credit Application"),
                  the Agent on behalf of the Revolving A Banks and in reliance
                  upon the agreement of the Revolving A Banks set forth in
                  ss.4.1.4 and upon the representations and warranties of such
                  Borrower contained herein, agrees, in its individual capacity,
                  to issue, extend and renew for the account of such Borrower
                  one or more standby or documentary (on a sight or time basis)
                  letters of credit (individually, a "Letter of Credit"),
                  denominated in Dollars in such form as may be requested from
                  time to time by such Borrower and agreed to by the Agent;
                  provided, however, that, after giving effect to such request,
                  (a) the sum of the aggregate Maximum Drawing Amount and all
                  Unpaid Reimbursement Obligations shall not exceed $35,000,000
                  (or the Dollar Equivalent) at any one time, (b) the sum of the
                  aggregate Maximum Drawing Amount and all Unpaid Reimbursement
                  Obligations for Letters of Credit issued for the account of
                  Far East, Esteem, Raider or Patton HK shall not exceed
                  $30,000,000 (or the Dollar Equivalent), (c) the sum of the
                  aggregate Maximum Drawing Amount and all Unpaid Reimbursement
                  Obligations for Letters of Credit issued for the account of
                  Holmes UK and Bionaire B.V. shall not exceed $10,000,000 (or
                  the Dollar Equivalent), (d) the sum of the aggregate Maximum
                  Drawing Amount and all Unpaid Reimbursement Obligations for
                  Letters of Credit issued for the account of Holmes Canada
                  shall not exceed $10,000,000 (or the Dollar Equivalent) and
                  (e) the Revolver A Exposure shall not exceed the lesser of (i)
                  the Total Revolving A Commitment and (ii) the Borrowing Base
                  less the outstanding amount of Revolving Credit B Loans. In
                  addition, notwithstanding anything to the contrary contained
                  herein, (1) if at any time the Revolver A Exposure is at the
                  Maximum Initial Amount, the Agent shall have no obligation to
                  issue any additional Letters of Credit until such time as the
                  aggregate outstanding principal amount of the Revolving Credit
                  B Loans is equal to the Total Revolving B Commitment and (2)
                  from and after the earlier to occur of (x) the Revolving
                  Credit Loan B Maturity Date and (y) July 1, 2004, the
                  Borrowers shall not request any additional Letters of Credit
                  if, after giving effect to such request and without giving
                  effect to any repayment of the Revolving Credit A Loans, the
                  Revolver A Exposure would exceed the Maximum Initial Amount.
                  Notwithstanding the foregoing, the Agent shall have no
                  obligation to issue any Letter of Credit to support or secure
                  any Indebtedness of the Company or any of its Subsidiaries to
                  the extent that such Indebtedness was incurred prior to the
                  proposed issuance date of such Letter of Credit, unless in any
                  such case the Company demonstrates to the satisfaction of the
                  Agent that (x) such prior incurred Indebtedness was then fully
                  secured by a

<PAGE>
                                      -60-


                  prior perfected and unavoidable security interest in
                  collateral provided by the Company or such Subsidiary to the
                  proposed beneficiary of such Letter of Credit or (y) such
                  prior incurred Indebtedness was then secured or supported by a
                  letter of credit issued for the account of the Company or such
                  Subsidiary and the reimbursement obligation with respect to
                  such letter of credit was fully secured by a prior perfected
                  and unavoidable security interest in collateral provided to
                  the issuer of such letter of credit by the Company or such
                  Subsidiary.

                           4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of
                  Credit Application shall be completed to the satisfaction of
                  the Agent. In the event that any provision of any Letter of
                  Credit Application shall be inconsistent with any provision of
                  this Credit Agreement, then the provisions of this Credit
                  Agreement shall, to the extent of any such inconsistency,
                  govern.

                           4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of
                  Credit issued, extended or renewed hereunder shall, among
                  other things, (a) provide for the payment of sight drafts for
                  honor thereunder when presented in accordance with the terms
                  thereof and when accompanied by the documents described
                  therein, and (b) have an expiry date no later than the date
                  which is fourteen (14) days (or, if the Letter of Credit is
                  confirmed by a confirmer or otherwise provides for one or more
                  nominated persons, forty-five (45) days) prior to the
                  Revolving Credit Loan A Maturity Date. Each Letter of Credit
                  so issued, extended or renewed shall be subject to the Uniform
                  Customs.

                           4.1.4. REIMBURSEMENT OBLIGATIONS OF BANKS. Each
                  Revolving A Bank severally agrees that it shall be absolutely
                  liable, without regard to the occurrence of any Default or
                  Event of Default or any other condition precedent whatsoever,
                  to the extent of such Revolving A Bank's Revolving A
                  Commitment Percentage, to reimburse the Agent on demand for
                  the amount of each draft paid by the Agent (as calculated
                  pursuant to ss.4.2) under each Letter of Credit to the extent
                  that such amount is not reimbursed by the applicable Borrower
                  pursuant to ss.4.2 (such agreement for a Revolving A Bank
                  being called herein the "Letter of Credit Participation" of
                  such Revolving A Bank).

                           4.1.5. PARTICIPATIONS OF BANKS. Each such payment
                  made by a Revolving A Bank shall be treated as the purchase by
                  such Revolving A Bank of a participating interest in the
                  applicable Borrower's Reimbursement Obligation under ss.4.2 in
                  an amount equal to such payment. Each Revolving A Bank shall
                  share in accordance with its participating interest in any
                  interest which accrues pursuant to ss.4.2.

                  4.2. REIMBURSEMENT OBLIGATION OF THE BORROWERS. In order to
         induce the Agent to issue, extend and renew each Letter of Credit and
         the Revolving A Banks to participate therein, each Borrower hereby
         agrees to reimburse or pay to the Agent, for the account of the Agent
         or (as the case may be) the Revolving A Banks, with respect to each
         Letter of Credit issued, extended or renewed by the Agent hereunder for
         the

<PAGE>
                                      -61-


         account of such Borrower (and the Domestic Borrowers, jointly and
         severally agree to reimburse as provided herein all such payments on
         Letters of Credit),

                  (a) except as otherwise expressly provided in ss.4.2(b) and
         (c), on each date that any draft presented under such Letter of Credit
         is honored by the Agent, or the Agent otherwise makes a payment with
         respect thereto, (i) the amount paid by the Agent under or with respect
         to such Letter of Credit, and (ii) the amount of any taxes (other than
         taxes based upon or measured by the income or profits of a Revolving A
         Bank or the Agent), fees, charges or other costs and expenses
         whatsoever incurred by the Agent or any Revolving A Bank in connection
         with any payment made by the Agent or any Revolving A Bank under, or
         with respect to, such Letter of Credit,

                  (b) upon the reduction (but not termination) of the Total
         Revolving A Commitment to an amount less than the Maximum Drawing
         Amount, an amount equal to such difference, which amount shall be held
         by the Agent for the benefit of the Revolving A Banks and the Agent as
         cash collateral for all Reimbursement Obligations, and

                  (c) upon the termination of the Total Revolving A Commitment,
         or the acceleration of the Reimbursement Obligations with respect to
         all Letters of Credit in accordance with ss.13, an amount equal to the
         then Maximum Drawing Amount of all Letters of Credit, which amount
         shall be held by the Agent for the benefit of the Revolving A Banks and
         the Agent as cash collateral for all Reimbursement Obligations.

         Each such payment shall be made to the Agent at the Agent's Head Office
         in Same Day Funds. Interest on any and all amounts remaining unpaid by
         the applicable Borrower under this ss.4.2 at any time from the date
         such amounts become due and payable (whether as stated in this ss.4.2,
         by acceleration or otherwise) until payment in full (whether before or
         after judgment) shall be payable to the Agent on demand at the rate
         specified in ss.5.11 for overdue principal on the Revolving Credit
         Loans.

                  4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be
         presented or other demand for payment shall be made under any Letter of
         Credit, the Agent shall notify the applicable Borrower of the date and
         amount of the draft presented or demand for payment and of the date and
         time when it expects to pay such draft or honor such demand for
         payment. If the applicable Borrower fails to reimburse the Agent as
         provided in ss.4.2 on or before the date that such draft is paid or
         other payment is made by the Agent, the Agent may at any time
         thereafter notify the Revolving A Banks of the amount of any such
         Unpaid Reimbursement Obligation and shall specify such amount in
         Dollars required from each of the Revolving A Banks. No later than 3:00
         p.m. (Boston time) on the Business Day next following the receipt of
         such notice, each Revolving A Bank shall make available to the Agent,
         at the Agent's Head Office, in Same Day Funds, such Revolving A Bank's
         Revolving A Commitment Percentage of such Unpaid Reimbursement
         Obligation, together with an amount equal to the product of (a) the
         average, computed for the period referred to in clause (c) below, of
         the Overnight Rate for each day included in such period, times (b) the
         amount equal to such Revolving A Bank's Revolving A Commitment
         Percentage of such Unpaid Reimbursement

<PAGE>
                                      -62-


         Obligation, times (c) a fraction, the numerator of which is the number
         of days that elapse from and including the date the Agent paid the
         draft presented for honor or otherwise made payment to the date on
         which such Revolving A Bank's Revolving A Commitment Percentage of such
         Unpaid Reimbursement obligation shall become immediately available to
         the Agent, and the denominator of which is 365. The responsibility of
         the Agent to the Borrowers and the Revolving A Banks shall be only to
         determine that the documents (including each draft) delivered under
         each Letter of Credit in connection with such presentment shall be in
         conformity in all material respects with such Letter of Credit. From
         and after such purchase of the applicable Letter of Credit
         Participations, such Unpaid Reimbursement Obligations shall be deemed
         to have been converted into Base Rate Loans made by the Revolving A
         Banks, and all amounts from time to time accruing, and all amounts from
         time to time payable, on account of such Unpaid Reimbursement
         Obligations shall be payable in Dollars.

                  4.4. OBLIGATIONS ABSOLUTE. The Borrowers' obligations under
         this ss.4 shall be absolute and unconditional under any and all
         circumstances and irrespective of the occurrence of any Default or
         Event of Default or any condition precedent whatsoever or any setoff,
         counterclaim or defense to payment which any Borrower may have or have
         had against the Agent, any Bank or any beneficiary of a Letter of
         Credit. Each Borrower further agrees with the Agent and the Banks that
         the Agent and the Banks shall not be responsible for, and each
         Borrower's Reimbursement Obligations under ss.4.2 shall not be affected
         by, among other things, the validity or genuineness of documents or of
         any endorsements thereon, even if such documents should in fact prove
         to be in any or all respects invalid, fraudulent or forged, or any
         dispute between or among any Borrower, the beneficiary of any Letter of
         Credit or any financing institution or other party to which any Letter
         of Credit may be transferred or any claims or defenses whatsoever of
         any Borrower against the beneficiary of any Letter of Credit or any
         such transferee. The Agent and the Banks shall not be liable for any
         error, omission, interruption or delay in transmission, dispatch or
         delivery of any message or advice, however transmitted, in connection
         with any Letter of Credit. Each Borrower agrees that any action taken
         or omitted by the Agent or any Bank under or in connection with each
         Letter of Credit and the related drafts and documents, if done in good
         faith, shall be binding upon such Borrower and shall not result in any
         liability on the part of the Agent or any Bank to any Borrower.

                  4.5. RELIANCE BY ISSUER. To the extent not inconsistent with
         ss.4.4, the Agent shall be entitled to rely, and shall be fully
         protected in relying upon, any Letter of Credit, draft, writing,
         resolution, notice, consent, certificate, affidavit, letter, cablegram,
         telegram, telecopy, telex or teletype message, statement, order or
         other document believed by it to be genuine and correct and to have
         been signed, sent or made by the proper Person or Persons and upon
         advice and statements of legal counsel, independent accountants and
         other experts selected by the Agent. The Agent shall be fully justified
         in failing or refusing to take any action under this Credit Agreement
         unless it shall first have received such advice or concurrence of the
         Majority Banks as it reasonably deems appropriate or it shall first be
         indemnified to its reasonable satisfaction by the Banks against any and
         all liability and expense which may be incurred by it by reason of
         taking or continuing to take any such action. The Agent shall in all
         cases be fully protected in

<PAGE>
                                      -63-


         acting, or in refraining from acting, under this Credit Agreement in
         accordance with a request of the Majority Banks, and such request and
         any action taken or failure to act pursuant thereto shall be binding
         upon the Banks and all future holders of the Revolving Credit Notes,
         loan accounts or of a Letter of Credit Participation.

                  4.6. LETTER OF CREDIT FEE. Each Borrower requesting a Letter
         of Credit shall pay a fee (in each case, a "Letter of Credit Fee") to
         the Agent (a) in respect of each standby Letter of Credit issued
         pursuant to this Credit Agreement, calculated at the rate of the
         Applicable Margin for Eurocurrency Rate Loans which are Revolving
         Credit A Loans per annum on the face amount of each such Letter of
         Credit, which shall be for the accounts of the Revolving A Banks in
         accordance with their respective Revolving A Commitment Percentages,
         plus an amount equal to one eighth of one percent (1/8%) per annum of
         the face amount of such standby Letter of Credit shall be for the
         account of the Agent, as a fronting fee and (b) in respect of each
         documentary Letter of Credit issued pursuant to this Credit Agreement,
         calculated at the rate of the Applicable Margin for Eurocurrency Rate
         Loans minus one half of one percent (1/2%) per annum on the face amount
         of each such Letter of Credit, which shall be for the accounts of the
         Revolving A Banks in accordance with their respective Revolving A
         Commitment Percentages, plus an amount equal to one eighth of one
         percent (1/8%) per annum of the face amount of such documentary Letter
         of Credit shall be for the account of the Agent, as a fronting fee. The
         Letter of Credit Fees for each Letter of Credit shall be payable
         quarterly in arrears on the last day of each calendar quarter. In
         respect of each Letter of Credit, the applicable Borrower shall also
         pay to the Agent for the Agent's own account, on the date of any
         issuance, extension, renewal or amendment of any Letter of Credit, or
         at such other time or times as such charges are customarily made by the
         Agent, for the Agent's own account, the Agent's customary issuance,
         amendment, negotiation or document examination and other administrative
         fees as in effect from time to time.

                  4.7. ADDITIONAL LETTER OF CREDIT COMPENSATION. From and after
         April 1, 2002, each Borrower shall, in addition to all amounts owing
         pursuant to ss.4.6 above, pay a commission (in each case, the
         "Additional LC Compensation") to the Agent in respect of each issued
         and outstanding Letter of Credit equal to 0.25% per annum on the face
         amount of each such Letter of Credit, which shall be for the accounts
         of the Revolving A Banks in accordance with their respective Revolving
         A Commitment Percentages, and such Additional LC Compensation shall be
         payable quarterly in arrears on the last day of each calendar quarter.
         In adition, from and after January 1, 2004, the Additional LC
         Compensation for each issued and outstanding Letter of Credit shall be
         increased by another 0.25% (which, for the avoidance of doubt, means on
         January 1, 2004, the Additional LC Compensation shall be 0.50% on all
         issued and outstanding Letters of Credit).

         5.  CERTAIN GENERAL PROVISIONS.

                  5.1. CLOSING FEES. The Company agrees to pay to the Agent and
         Arranger on the Closing Date the closing fees as set forth in the Fee
         Letter.

                  5.2.  AGENT'S FEE.
<PAGE>
                                      -64-


                  The Domestic Borrowers shall pay to the Agent an Agent's fee
         (the "Agent's Fee") at the times and in the amounts as provided in the
         Fee Letter.

                  5.3.  FUNDS FOR PAYMENTS.

                           5.3.1. PAYMENTS TO AGENT. All payments of principal,
                  interest, Acceptance Fees, Reimbursement Obligations,
                  commitment fees, Letter of Credit Fees, the closing fee, the
                  Additional LC Compensation, and the Agent's Fee and any other
                  amounts due hereunder or under any of the other Loan Documents
                  shall be made to the Agent, for the respective accounts of the
                  Banks and the Agent, at the Agent's Head Office or at such
                  other location in the Boston, Massachusetts area that the
                  Agent may from time to time designate, in each case in Same
                  Day Funds and in Dollars.

                           5.3.2. NO OFFSET, ETC. All payments by the Borrowers
                  hereunder and under any of the other Loan Documents shall be
                  made without setoff or counterclaim and free and clear of and
                  without deduction for any taxes, levies, imposts, duties,
                  charges, fees, deductions, withholdings, compulsory loans,
                  restrictions or conditions of any nature now or hereafter
                  imposed or levied by any jurisdiction or any political
                  subdivision thereof or taxing or other authority therein
                  unless such Borrower is compelled by law to make such
                  deduction or withholding. If any such obligation is imposed
                  upon any such Borrower with respect to any amount payable by
                  it hereunder or under any of the other Loan Documents, such
                  Borrower will pay to the Agent, for the account of the Banks
                  or (as the case may be) the Agent, on the date on which such
                  amount is due and payable hereunder or under such other Loan
                  Document, such additional amount in Dollars as shall be
                  necessary to enable the Banks or the Agent to receive the same
                  net amount which the Banks or the Agent would have received on
                  such due date had no such obligation been imposed upon such
                  Borrower. Each such Borrower will deliver promptly to the
                  Agent certificates or other valid vouchers for all taxes or
                  other charges deducted from or paid with respect to payments
                  made by the Borrower hereunder or under such other Loan
                  Document.

                  5.4. COMPUTATIONS. All computations of interest on Base Rate
         Loans and of commitment fees, Letter of Credit Fees, the Additional LC
         Compensation or other fees shall, unless otherwise expressly provided
         herein, be based on a 365-day year and paid for the actual number of
         days elapsed. All computations of interest on the Eurocurrency Rate
         Loans shall be based on a 360-day year and paid for the actual number
         of days elapsed. Except as otherwise provided in the definition of the
         term "Interest Period" with respect to Eurocurrency Rate Loans,
         whenever a payment hereunder or under any of the other Loan Documents
         becomes due on a day that is not a Business Day, the due date for such
         payment shall be extended to the next succeeding Business Day, and
         interest shall accrue during such extension. The outstanding amount of
         the Loans as reflected on the Records and the Loan Account Records from
         time to time shall, absent manifest error, be considered correct and
         binding on the applicable Borrower unless within five (5) Business Days
         after receipt by the applicable Borrower of any notice from the Agent
         or

<PAGE>
                                      -65-


         any of the Banks of such outstanding amount, the applicable Borrower
         shall notify the Agent or such Bank to the contrary.

                  5.5. INABILITY TO DETERMINE EUROCURRENCY RATE. In the event,
         prior to the commencement of any Interest Period relating to any
         Eurocurrency Rate Loan, the Agent shall determine or be notified by the
         Majority Banks that adequate and reasonable methods do not exist for
         ascertaining the Eurocurrency Rate that would otherwise determine the
         rate of interest to be applicable to any Eurocurrency Rate Loan during
         any Interest Period, the Agent shall forthwith give notice of such
         determination (which shall be conclusive and binding on the applicable
         Borrower and the Banks) to the Borrowers and the Banks. In such event
         (a) any Loan Request or Conversion Request with respect to Eurocurrency
         Rate Loans shall be automatically withdrawn and shall be deemed a
         request for Base Rate Loans, (b) each Eurocurrency Rate Loan will
         automatically, on the last day of the then current Interest Period
         relating thereto, become a Base Rate Loan, and (c) the obligations of
         the Banks to make Eurocurrency Rate Loans shall be suspended until the
         Agent or the Majority Banks determine that the circumstances giving
         rise to such suspension no longer exist, whereupon the Agent or, as the
         case may be, the Agent upon the instruction of the Majority Banks,
         shall so notify the Borrower and the Banks.

                  5.6. ILLEGALITY. Notwithstanding any other provisions herein,
         if any present or future law, regulation, treaty or directive or in the
         interpretation or application thereof shall make it unlawful for any
         Bank to make or maintain Eurocurrency Rate Loans, such Bank shall
         forthwith give notice of such circumstances to the Borrowers and the
         other Banks and thereupon (a) the commitment of such Bank to make
         Eurocurrency Rate Loans or convert Loans of another Type to
         Eurocurrency Rate Loans shall forthwith be suspended and (b) such
         Bank's Revolving Credit Loans then outstanding as Eurocurrency Rate
         Loans, if any, shall be converted automatically to Base Rate Loans on
         the last day of each Interest Period applicable to such Eurocurrency
         Rate Loans or within such earlier period as may be required by law.
         Each Borrower hereby severally and not jointly agrees promptly to pay
         the Agent for the account of such Bank, upon demand by such Bank, any
         additional amounts necessary to compensate such Bank for any costs
         incurred by such Bank in making any conversion in accordance with this
         ss.5.6, including any interest or fees payable by such Bank to lenders
         of funds obtained by it in order to make or maintain its Eurocurrency
         Rate Loans hereunder.

                  5.7. ADDITIONAL COSTS, ETC. If any present or future
         applicable law, which expression, as used herein, includes statutes,
         rules and regulations thereunder and interpretations thereof by any
         competent court or by any governmental or other regulatory body or
         official charged with the administration or the interpretation thereof
         and requests, directives, instructions and notices at any time or from
         time to time hereafter made upon or otherwise issued to any Bank or the
         Agent by any central bank or other fiscal, monetary or other authority
         (whether or not having the force of law), shall:

                  (a) subject any Bank or the Agent to any tax, levy, impost,
         duty, charge, fee, deduction or withholding of any nature with respect
         to this Credit Agreement, the other

<PAGE>
                                      -66-


         Loan Documents, any Letters of Credit, such Bank's Commitment or the
         Loans (other than taxes based upon or measured by the income or profits
         of such Bank or the Agent), or

                  (b) materially change the basis of taxation (except for
         changes in taxes on income or profits) of payments to any Bank of the
         principal of or the interest on any Loans or any other amounts payable
         to any Bank or the Agent under this Credit Agreement or any of the
         other Loan Documents, or

                  (c) impose or increase or render applicable (other than to the
         extent specifically provided for elsewhere in this Credit Agreement)
         any special deposit, reserve, assessment, liquidity, capital adequacy
         or other similar requirements (whether or not having the force of law)
         against assets held by, or deposits in or for the account of, or loans
         by, bankers' acceptances issued by, or letters of credit issued by, or
         commitments of an office of any Bank, or

                  (d) impose on any Bank or the Agent any other conditions or
         requirements with respect to this Credit Agreement, the other Loan
         Documents, any Letters of Credit, the Loans, such Bank's Commitment, or
         any class of loans, letters of credit or commitments of which any of
         the Loans or such Bank's Commitment forms a part, and the result of any
         of the foregoing is

                           (i) to increase the cost to any Bank of making,
                  funding, issuing, renewing, extending or maintaining any of
                  the Loans or such Bank's Commitment or Letter of Credit, or

                           (ii) to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such Bank
                  or the Agent hereunder on account of such Bank's Commitment,
                  any Letter of Credit, or any of the Loans, or

                           (iii) to require such Bank or the Agent to make any
                  payment or to forego any interest or Reimbursement Obligation
                  or other sum payable hereunder, the amount of which payment or
                  foregone interest or Reimbursement Obligation or other sum is
                  calculated by reference to the gross amount of any sum
                  receivable or deemed received by such Bank or the Agent from
                  the Borrowers hereunder,

         then, and in each such case, each Borrower will, upon demand made by
         such Bank or (as the case may be) the Agent at any time and from time
         to time and as often as the occasion therefor may arise, pay to such
         Bank or the Agent such additional amounts as will be sufficient to
         compensate such Bank or the Agent for such additional cost, reduction,
         payment or foregone interest or Reimbursement Obligation or other sum
         applicable to such Borrower's Loans, Reimbursement Obligations and
         Unpaid Reimbursement Obligations hereunder. Each Bank shall allocate
         such cost increases among its customers in good faith and on an
         equitable basis.
<PAGE>
                                      -67-


                  5.8. CAPITAL ADEQUACY. If after the date hereof any Bank or
         the Agent determines that (a) the adoption of or change in any law,
         governmental rule, regulation, policy, guideline or directive (whether
         or not having the force of law) regarding capital requirements for
         banks or bank holding companies or any change in the interpretation or
         application thereof by a court or governmental authority with
         appropriate jurisdiction, or (b) compliance by such Bank or the Agent
         or any corporation controlling such Bank or the Agent with any law,
         governmental rule, regulation, policy, guideline or directive (whether
         or not having the force of law) of any such entity regarding capital
         adequacy, has the effect of reducing the return on such Bank's or the
         Agent's commitment with respect to any Loans to a level below that
         which such Bank or the Agent could have achieved but for such adoption,
         change or compliance (taking into consideration such Bank's or the
         Agent's then existing policies with respect to capital adequacy and
         assuming full utilization of such entity's capital) by any amount
         deemed by such Bank or (as the case may be) the Agent to be material,
         then such Bank or the Agent may notify the Company of such fact. To the
         extent that the amount of such reduction in the return on capital is
         not reflected in the Base Rate, the Company and such Bank shall
         thereafter attempt to negotiate in good faith, within thirty (30) days
         of the day on which the Company receives such notice, an adjustment
         payable hereunder that will adequately compensate such Bank in light of
         these circumstances. If the Company and such Bank are unable to agree
         to such adjustment within thirty (30) days of the date on which the
         Company receives such notice, then commencing on the date of such
         notice (but not earlier than the effective date of any such increased
         capital requirement), the fees payable hereunder shall increase by an
         amount that will, in such Bank's reasonable determination, provide
         adequate compensation. Each Bank shall allocate such cost increases
         among its customers in good faith and on an equitable basis.

                  5.9. CERTIFICATE. A certificate setting forth any additional
         amounts payable pursuant to ss.ss.5.7 or 5.8 and a brief explanation of
         such amounts which are due, submitted by any Bank or the Agent to the
         Borrowers, shall be conclusive, absent manifest error, that such
         amounts are due and owing.

                  5.10. INDEMNITY. Each Borrower agrees to indemnify each Bank
         and to hold each Bank harmless from and against any loss, cost or
         expense that such Bank may sustain or incur as a consequence of (a)
         default by such Borrower in payment of the principal amount of or any
         interest on any Eurocurrency Rate Loans as and when due and payable,
         including any such loss or expense arising from interest or fees
         payable by such Bank to lenders of funds obtained by it in order to
         maintain its Eurocurrency Rate Loans, (b) default by such Borrower in
         making a borrowing or conversion after such Borrower has given (or is
         deemed to have given) a Loan Request or a Conversion Request relating
         thereto in accordance with ss.2.6, ss.2.7 or 3.5.2 or (c) the making of
         any payment of a Eurocurrency Rate Loan or the making of any conversion
         of any such Loan to a Base Rate Loan on a day that is not the last day
         of the applicable Interest Period with respect thereto, including
         interest or fees payable by such Bank to lenders of funds obtained by
         it in order to maintain any such Loans.

                  5.11.  INTEREST AFTER DEFAULT.
<PAGE>
                                      -68-


                           5.11.1 OVERDUE AMOUNTS. Overdue principal and (to the
                  extent permitted by applicable law) interest on the Loans and
                  all other overdue amounts payable hereunder or under any of
                  the other Loan Documents shall bear interest compounded
                  monthly and payable on demand at a rate per annum equal to two
                  percent (2%) above the highest rate of interest otherwise then
                  applicable to such Loans pursuant to ss.2.5 or ss.3.5.1, as
                  applicable, until such amount shall be paid in full (after as
                  well as before judgment).

                           5.11.2. AMOUNTS NOT OVERDUE. During the continuance
                  of an Event of Default under ss.13.1(c) as it relates to
                  ss.10, the principal of the Loans not overdue shall, until
                  such Default or Event of Default has been cured or remedied or
                  such Default or Event of Default has been waived by the
                  Majority Banks pursuant to ss.26, bear interest at a rate per
                  annum equal to two percent (2%) above the highest rate of
                  interest otherwise applicable to such Revolving Credit Loans
                  pursuant to ss.2.5 and the Term Loans pursuant to ss.3.5.1.

                  5.12.    INTENTIONALLY OMITTED.

                  5.13.    CONCERNING JOINT AND SEVERAL LIABILITY OF THE
                           DOMESTIC BORROWERS.

                           (a) Each of the Domestic Borrowers is accepting joint
                  and several liability hereunder in consideration of the
                  financial accommodation to be provided by the Banks under this
                  Agreement, for the mutual benefit, directly and indirectly, of
                  each of the Domestic Borrowers and in consideration of the
                  undertakings of each of the Domestic Borrowers to accept joint
                  and several liability for the obligations of each of them.

                           (b) Each of the Domestic Borrowers jointly and
                  severally hereby irrevocably and unconditionally accepts, not
                  merely as a surety but also as a co-debtor, joint and several
                  liability with the other Domestic Borrowers with respect to
                  the payment and performance of all of the Obligations arising
                  under this Agreement, it being the intention of the parties
                  hereto that all the Obligations shall be the joint and several
                  obligations of each of the Domestic Borrowers without
                  preferences or distinction among them.

                           (c) If and to the extent that any of the Domestic
                  Borrowers shall fail to make any payment with respect to any
                  of the obligations hereunder as and when due or to perform any
                  of such obligations in accordance with the terms thereof, then
                  in each such event, the other Domestic Borrowers will make
                  such payment with respect to, or perform, such obligation.

                           (d) The obligations of each Domestic Borrower under
                  the provisions of this ss.5.13 constitute full recourse
                  obligations of such Domestic Borrower, enforceable against it
                  to the full extent of its properties and assets, irrespective
                  of the validity, regularity or enforceability of this
                  Agreement or any other circumstances whatsoever.
<PAGE>
                                      -69-


                           (e) Except as otherwise expressly provided herein,
                  each Domestic Borrower hereby waives notice of acceptance of
                  its joint and several liability, notice of any and all Loans
                  made under this Agreement, notice of occurrence of any Event
                  of Default, or of any demand for any payment under this
                  Agreement, notice of any action at any time taken or omitted
                  by the Banks under or in respect of any of the Obligations
                  hereunder, any requirement of diligence and, generally, all
                  demands, notices and other formalities of every kind in
                  connection with this Agreement. Each Domestic Borrower hereby
                  assents to, and waives notice of, any extension or
                  postponement of the time for the payment of any of the
                  Obligations hereunder, the acceptance of any partial payment
                  thereon, any waiver, consent or other action or acquiescence
                  by the Banks at any time or times in respect of any default by
                  any Domestic Borrower in the performance or satisfaction of
                  any term, covenant, condition or provision of this Agreement,
                  any and all other indulgences whatsoever by the Banks in
                  respect of any of the Obligations hereunder, and the taking,
                  addition, substitution or release, in whole or in part, at any
                  time or times, of any security for any of such Obligations or
                  the addition, substitution or release, in whole or in part, of
                  any Borrower. Without limiting the generality of the
                  foregoing, each Domestic Borrower assents to any other action
                  or delay in acting or failure to act on the part of the Banks,
                  including, without limitation, any failure strictly or
                  diligently to assert any right or to pursue any remedy or to
                  comply fully with applicable laws or regulations thereunder
                  which might, but for the provisions of this ss.5.13, afford
                  grounds for terminating, discharging or relieving such
                  Domestic Borrower, in whole or in part, from any of its
                  obligations under this ss.5.13, it being the intention of each
                  Domestic Borrower that, so long as any of the Obligations
                  hereunder remain unsatisfied, the obligations of such Domestic
                  Borrower under this ss.5.13 shall not be discharged except by
                  performance and then only to the extent of such performance.
                  The obligations of each Domestic Borrower under this ss.5.13
                  shall not be diminished or rendered unenforceable by any
                  winding up, reorganization, arrangement, liquidation,
                  reconstruction or similar proceeding with respect to any
                  reconstruction or similar proceeding with respect to any
                  Domestic Borrower or any Bank. The joint and several liability
                  of the Domestic Borrowers hereunder shall continue in full
                  force and effect notwithstanding any absorption, merger,
                  amalgamation or any other change whatsoever in the name,
                  membership, constitution or place of formation of any Domestic
                  Borrower or any Bank.

                           (f) The provisions of this ss.5.13 are made for the
                  benefit of the Banks and their successors and assigns, and may
                  be enforced by them from time to time against any of the
                  Domestic Borrowers as often as occasion therefor may arise and
                  without requirement on the part of the Banks first to marshall
                  any of their claims or to exercise any of their rights against
                  any other Domestic Borrower or to exhaust any remedies
                  available to them against the other Domestic Borrowers or to
                  resort to any other source or means of obtaining payment of
                  any of the Obligations hereunder or to elect any other remedy.
                  The provisions of this ss.5.13 shall remain in effect until
                  all the Obligations hereunder shall have been paid in full or
                  otherwise fully satisfied. If at any time, any payment, or any
                  part thereof, made in respect of any of the Obligations, is
                  rescinded or must otherwise be

<PAGE>
                                      -70-


                  restored or returned by any of the Banks upon the insolvency,
                  bankruptcy or reorganization of the Domestic Borrowers, or
                  otherwise, the provisions of this ss.5.13 will forthwith be
                  reinstated in effect, as though such payment had not been
                  made.

         6.  COLLATERAL SECURITY AND GUARANTIES.

                  6.1. SECURITY OF BORROWERS. The Obligations shall be secured
         by a perfected first priority security interest (subject only to
         Permitted Liens entitled to priority under applicable law) in (a) all
         of the assets of the Domestic Borrowers, whether now owned or hereafter
         acquired, with certain exceptions as agreed to by the Agent, pursuant
         to the terms of the Security Documents to which such Domestic Borrowers
         are parties, including, without limitation, a pledge by each Domestic
         Borrower of 100% of the capital stock of each of its direct Domestic
         Subsidiaries and 66% of the capital stock of each of its direct Foreign
         Subsidiaries and (b) all of the assets of the Foreign Borrowers, with
         certain exceptions as agreed to by the Agent, whether now owned or
         hereafter acquired, pursuant to the terms of the Security Documents to
         which each such Foreign Borrower is a party, but only to secure (other
         than in the case of Holmes Canada) the joint and several Obligations of
         each Foreign Borrower.

                  6.2. GUARANTIES AND SECURITY OF SUBSIDIARIES. The Obligations
         shall also be guaranteed pursuant to the terms of the Guaranty, and the
         Obligations of each Foreign Borrower shall also be guaranteed by the
         Domestic Borrowers pursuant to ss.6.3, and by each other Foreign
         Borrower (other than Holmes Canada) pursuant to the terms of the
         Foreign Guarantees. The obligations of the Guarantors under the
         Guaranty and of the Foreign Borrowers (other than Holmes Canada) under
         the Foreign Guarantees shall be in turn secured by a perfected first
         priority security interest (subject only to Permitted Liens entitled to
         priority under applicable law) in all of the assets of each such
         Guarantor and Foreign Borrower (other than Holmes Canada), as the case
         may be, with certain exceptions as agreed to by the Agent, whether now
         owned or hereafter acquired, pursuant to the terms of the Security
         Documents to which such Guarantor and Foreign Borrower (other than
         Holmes Canada), as the case may be, is a party, including, without
         limitation, a pledge by such Guarantor of 100% of the capital stock or
         other equity interest of each Domestic Subsidiary of such Guarantor and
         66% of the capital stock or other equity interest of each Foreign
         Subsidiary of such Guarantor; provided that each Foreign Borrower shall
         pledge 100% of the capital stock of its Subsidiaries to secure the
         Obligations solely of the Foreign Borrowers.

                  6.3.  GUARANTY BY THE DOMESTIC BORROWERS OF THE OBLIGATIONS.

                           6.3.1. GUARANTY. For value received and hereby
                  acknowledged and as an inducement to the Banks and the Agent
                  to make the Loans and Letters of Credit available to the
                  Borrowers, the Domestic Borrowers hereby unconditionally and
                  irrevocably guarantee (a) the full punctual payment when due,
                  whether at stated maturity, by acceleration or otherwise, of
                  all Obligations of the Foreign Borrowers now or hereafter
                  existing whether for principal, interest, fees,

<PAGE>
                                      -71-


                  expenses or otherwise, and (b) the strict performance and
                  observance by the Foreign Borrowers of all agreements,
                  warranties and covenants applicable to the Foreign Borrowers
                  in the Loan Documents and (c) the obligations of the Foreign
                  Borrowers under the Loan Documents (such Obligations
                  collectively being hereafter referred to as the "Guaranteed
                  Obligations").

                           6.3.2. GUARANTY ABSOLUTE. The Domestic Borrowers
                  guarantee that the Guaranteed Obligations will be paid
                  strictly in accordance with the terms hereof, regardless of
                  any law, regulation or order now or hereafter in effect in any
                  jurisdiction affecting any of such terms or the rights of the
                  Banks with respect thereto. The joint and several liability of
                  the Domestic Borrowers under this guaranty with regard to the
                  Guaranteed Obligations of the Foreign Borrowers shall be
                  absolute and unconditional irrespective of:

                           (a) the Foreign Borrowers' lack of authorization,
                  execution, validity or enforceability of this Credit Agreement
                  and any amendment hereof (with regard to such Guaranteed
                  Obligations), or any other obligation, agreement or instrument
                  relating thereto (it being agreed by the Domestic Borrowers
                  that the Guaranteed Obligations shall not be discharged prior
                  to the final and complete satisfaction of all of the
                  Obligations of the Foreign Borrowers) or any failure to obtain
                  any necessary governmental consent or approvals or necessary
                  third party consents or approvals;

                           (b) the Agent's or any Bank's exercise or enforcement
                  of, or failure or delay in exercising or enforcing, legal
                  proceedings to collect the Obligations or the Guaranteed
                  Obligations or any power, right or remedy with respect to any
                  of the Obligations or the Guaranteed Obligations, including
                  (i) any suspension of the Agent or any Bank's right to enforce
                  against the Foreign Borrowers of the Guaranteed Obligations,
                  or (ii) any change in the time, manner or place of payment of,
                  or in any other term of, all or any of the Guaranteed
                  Obligations of the Foreign Borrowers or any other amendment or
                  waiver of or any consent to departure from this Credit
                  Agreement or the other Loan Documents (with regard to such
                  Guaranteed Obligations) or any other agreement or instrument
                  governing or evidencing any of the Guaranteed Obligations;

                           (c) any exchange, release or non-perfection of any
                  collateral, or any release or amendment or waiver of or
                  consent to departure from any other guaranty, for all or any
                  of the Guaranteed Obligations of the Foreign Borrowers;

                           (d) any change in ownership of the Foreign Borrowers;

                           (e) any acceptance of any partial payment(s) from the
                  Foreign Borrowers;

                           (f) any insolvency, bankruptcy, reorganization,
                  arrangement, adjustment, composition, assignment for the
                  benefit of creditors, appointment of a receiver or trustee for
                  all or any part of the Foreign Borrowers' assets;
<PAGE>
                                      -72-


                           (g) any assignment, participation or other transfer
                  or reallocation, in whole or in part (whether or not subject
                  to a conversion of a loan of one Type into a loan of another
                  Type or a conversion from one currency to another), of the
                  Agent's or any Bank's interest in and rights under this Credit
                  Agreement or any other Loan Document, or of the Agent or any
                  Bank's interest in the Obligations or the Guaranteed
                  Obligations;

                           (h) any cancellation, renunciation or surrender of
                  any pledge, guaranty or any debt instrument evidencing the
                  Obligations or the Guaranteed Obligations;

                           (i) the Agent's or any Bank's vote, claim,
                  distribution, election, acceptance, action or inaction in any
                  bankruptcy or reorganization case related to the Obligations
                  or the Guaranteed Obligations; or

                           (j) any other action or circumstance, other than
                  payment, which might otherwise constitute a defense available
                  to, or a discharge of, the Foreign Borrowers or the Domestic
                  Borrowers in respect of the Guaranteed Obligations (other than
                  the defense of payment in full in cash).

                           This guaranty shall continue to be effective or be
                  reinstated, as the case may be, if at any time any payment of
                  any Guaranteed Obligation is rescinded or must otherwise be
                  returned by the Agent or any Bank upon the insolvency,
                  bankruptcy or reorganization of the Foreign Borrowers or
                  otherwise, all as though such payment had not been made.

                           6.3.3. EFFECTIVENESS; ENFORCEMENT. The guaranty
                  hereunder shall be effective and shall be deemed to be made
                  with respect to each Loan and each Letter of Credit, as of the
                  time it is made or accepted, as applicable. No invalidity,
                  irregularity or unenforceability by reason of any bankruptcy
                  or similar law, or any law or order of any government or
                  agency thereof purporting to reduce, amend or otherwise affect
                  any liability of the Foreign Borrowers, and no defect in or
                  insufficiency or want of powers of the Foreign Borrowers or
                  irregular or improperly recorded exercise thereof, shall
                  impair, affect, be a defense to or claim against such
                  guaranty. The guaranty hereunder is a continuing guaranty and
                  shall (a) survive any termination of this Credit Agreement,
                  and (b) remain in full force and effect until payment in full
                  of, and performance of, all Guaranteed Obligations and all
                  other amounts payable under the guaranty hereunder, all the
                  Commitments shall have expired and been terminated, all of the
                  Letters of Credit shall have expired or been terminated and
                  all lending and other credit commitments of the Banks in
                  respect thereof have terminated. The guaranty under this
                  Credit Agreement is made for the benefit of the Agent and the
                  Banks and their successors and assigns, and may be enforced
                  from time to time as often as occasion therefor may arise and
                  without requirement on the part of the Agent or the Banks
                  first to exercise any rights against the Foreign Borrowers, or
                  to resort to any other source or means of obtaining payment of
                  any of the said Obligations or to elect any other remedy.
<PAGE>
                                      -73-


                           6.3.4. WAIVER. The Domestic Borrowers hereby waive
                  promptness, diligence, protest, notice of protest, all
                  suretyship defenses, notice of acceptance and any other notice
                  with respect to any of the Guaranteed Obligations and this
                  guaranty and any requirement that the Agent or any Bank
                  secure, perfect or protect any security interest or lien on
                  any property subject thereto or exhaust any right or take any
                  action against the Foreign Borrowers or any other person or
                  any collateral. The Domestic Borrowers also irrevocably waive,
                  to the fullest extent permitted by law, all defenses which at
                  any time may be available to them in respect of the Guaranteed
                  Obligations by virtue of any statute of limitations,
                  valuation, stay, moratorium law or similar law now or
                  hereinafter in effect and all suretyship defenses generally.

                           6.3.5. SUBORDINATION; SUBROGATION. Until the payment
                  and performance in full of all the Obligations, the Domestic
                  Borrowers shall not exercise and hereby waive any rights
                  against the Foreign Borrowers as a result of payment by the
                  Domestic Borrowers hereunder, by way of subrogation,
                  reimbursement, restitution, contribution or otherwise, and the
                  Company will not prove any claim in competition with the Agent
                  or any Bank in respect of any payment hereunder in bankruptcy,
                  insolvency, or reorganization proceedings of any nature; the
                  Domestic Borrowers will not claim any set-off, recoupment or
                  counterclaim against the Foreign Borrowers in respect of any
                  liability of the Domestic Borrowers to the Foreign Borrowers;
                  and the Domestic Borrowers waive any benefit of and any right
                  to participate in any collateral which may be held by any Bank
                  or the Agent. The Domestic Borrowers agree that, after the
                  occurrence and during the continuance of any Default or Event
                  of Default, the Domestic Borrowers will not demand, sue for or
                  otherwise attempt to collect any Indebtedness of the Foreign
                  Borrowers to the Domestic Borrowers until all of the
                  Obligations of the Foreign Borrowers shall have been paid in
                  full. If, notwithstanding the foregoing sentence, the Domestic
                  Borrowers shall collect, enforce or receive any amounts in
                  respect of such indebtedness in violation of the foregoing
                  sentence while any Obligations of the Foreign Borrowers are
                  still outstanding, such amounts shall be collected, enforced
                  and received by the Domestic Borrowers as trustee for the
                  Banks and the Agent and be paid over to the Agent, for the
                  benefit of the Banks and the Agent on account of the
                  Obligations of the Foreign Borrowers without affecting in any
                  manner the liability of the Domestic Borrowers under the other
                  provisions hereof. The provisions of this section shall
                  survive the expiration or termination of the Credit Agreement
                  and the other Loan Documents.

                           6.3.6. PAYMENTS. The Domestic Borrowers shall pay the
                  Guaranteed Obligations in the currency in which such
                  Obligation is payable by the Foreign Borrowers and all
                  payments by the Domestic Borrowers hereunder shall be made
                  without setoff or counterclaim and shall be free and clear of
                  and without deduction for any foreign or domestic taxes,
                  levies, imposts, duties, charges, fees, deductions,
                  withholdings, compulsory loans, restrictions or conditions of
                  any nature now or hereafter imposed or levied by any
                  jurisdiction or any political subdivision thereof or taxing or
                  other authority therein unless the Foreign

<PAGE>
                                      -74-


                  Borrowers are required by law to make such deduction or
                  withholding. Except as otherwise expressly provided in this
                  ss.6.3.6, if any such obligation is imposed upon the Domestic
                  Borrowers or the Foreign Borrowers with respect to any amounts
                  payable by them hereunder or under any of the Loan Documents,
                  the Domestic Borrowers will pay to the Agent for the account
                  of the Banks or, as the case may be the Agent, on the date on
                  which such amount is due and payable hereunder or under such
                  other Loan Documents, such additional amount in Dollars as
                  shall be necessary to enable the Banks or the Agent to receive
                  the same net amount which the Banks or the Agent would have
                  received on such due date had not such obligation been imposed
                  on the Domestic Borrowers or the Foreign Borrowers.

                           6.3.7. RECEIPT OF INFORMATION. The Domestic Borrowers
                  acknowledge and confirm that the Domestic Borrowers themselves
                  have established their own adequate means of obtaining from
                  the Foreign Borrowers on a continuing basis all information
                  desired by the Domestic Borrowers concerning the financial
                  condition of the Foreign Borrowers and that the Domestic
                  Borrowers will look to the Foreign Borrowers and not to the
                  Agent or any Bank in order for the Domestic Borrowers to keep
                  adequately informed of changes in the Foreign Borrowers'
                  financial condition.

         7.  REPRESENTATIONS AND WARRANTIES.

         Each Borrower represents and warrants to the Banks and the Agent as
follows:

                  7.1  CORPORATE AUTHORITY.

                           7.1.1. INCORPORATION; GOOD STANDING. Each of the
                  Borrowers and its Subsidiaries (a) is a corporation (or
                  similar business entity) duly organized, validly existing and
                  in good standing (or the equivalent status for each Foreign
                  Subsidiary) under the laws of its state, province or country
                  of incorporation or formation, (b) has all requisite corporate
                  or similar power to own its property and conduct its business
                  as now conducted and as presently contemplated, and (c) is in
                  good standing as a foreign corporation (or similar business
                  entity) and is duly authorized to do business in each
                  jurisdiction where such qualification is necessary except
                  where a failure to be so qualified would not have a Material
                  Adverse Effect.

                           7.1.2. AUTHORIZATION. The execution, delivery and
                  performance of this Credit Agreement and the other Loan
                  Documents to which the Borrowers or any of their Subsidiaries
                  is or is to become a party and the transactions contemplated
                  hereby and thereby (a) are within the corporate (or similar)
                  authority of such Person, (b) have been duly authorized by all
                  necessary corporate (or similar organizational) proceedings,
                  (c) do not conflict with or result in any breach or
                  contravention of any provision of law, statute, rule or
                  regulation to which the Borrowers or any of their Subsidiaries
                  is subject or any judgment, order, writ,

<PAGE>
                                      -75-


                  injunction, license or permit applicable to the Borrowers or
                  any of their Subsidiaries and (d) do not conflict with any
                  provision of the corporate charter or bylaws of, or the
                  Subordinated Debt Documents or any agreement or other
                  instrument binding upon, the Borrowers or any of their
                  Subsidiaries.

                           7.1.3. ENFORCEABILITY. The execution and delivery of
                  this Credit Agreement and the other Loan Documents to which
                  any of the Borrowers or any of their Subsidiaries is or is to
                  become a party will result in valid and legally binding
                  obligations of such Person enforceable against it in
                  accordance with the respective terms and provisions hereof and
                  thereof, except as enforceability is limited by bankruptcy,
                  insolvency, reorganization, moratorium or other laws relating
                  to or affecting generally the enforcement of creditors' rights
                  and except to the extent that availability of the remedy of
                  specific performance or injunctive relief is subject to the
                  discretion of the court before which any proceeding therefor
                  may be brought.

                  7.2. GOVERNMENTAL APPROVALS. The execution, delivery and
         performance by the Borrowers and any of their Subsidiaries of this
         Credit Agreement and the other Loan Documents to which such Borrower or
         any of its Subsidiaries is or is to become a party and the transactions
         contemplated hereby and thereby (including, but not limited to the
         making by the Borrowers of any borrowings contemplated by this Credit
         Agreement or the obtaining by the Borrowers of any Letters of Credit)
         do not require the approval, consent, order, authorization or license
         by, or giving of notice to, or taking of any other action with respect
         to, any governmental agency or authority of any jurisdiction, or other
         fiscal, monetary or other authority, under any provisions of any laws
         or governmental rules, regulations, orders, or decrees of any
         jurisdiction or the central bank of any jurisdiction or other fiscal,
         monetary or other authority, under any provision of any laws or
         governmental rules, regulations, orders or decrees of any jurisdiction
         applicable to or binding on any Borrower, other than those already
         obtained.

                  7.3. TITLE TO PROPERTIES; LEASES. Except as indicated on
         Schedule 7.3 hereto, the Borrowers and their Subsidiaries own all of
         the assets reflected in the Historical Pro Forma Results of the
         Borrowers and their Subsidiaries as at December 31, 1998 or acquired
         since that date (except property and assets sold or otherwise disposed
         of in the ordinary course of business since that date), subject to no
         rights of others, including any mortgages, leases, conditional sales
         agreements, title retention agreements, liens or other encumbrances
         except Permitted Liens.

                  7.4.  FINANCIAL STATEMENTS AND PROJECTIONS.

                           7.4.1. FISCAL YEAR. The Borrowers and each of their
                  Subsidiaries have a fiscal year which is the twelve months
                  ending on December 31 of each calendar year.

                           7.4.2. FINANCIAL STATEMENTS. There has been furnished
                  to each of the Banks the Historical Pro Forma Results of the
                  Company and its Subsidiaries as at December 31, 1998, and a
                  pro forma historical consolidated statement of income

<PAGE>
                                      -76-


                  of the Company and its Subsidiaries for the three, six and
                  nine month periods ending March 31, 1999. Such balance sheet
                  and statement of income have been prepared in accordance with
                  generally accepted accounting principles, subject to annual
                  year-end audit adjustments, and fairly present the financial
                  condition of the Company and its Subsidiaries as at the close
                  of business on the dates thereof and the results of operations
                  for the fiscal periods then ended. There are no contingent
                  liabilities of the Company or any of its Subsidiaries as of
                  such date involving material amounts, known to the officers of
                  the Company, which were not disclosed in such balance sheet
                  and the notes related thereto.

                           7.4.3. PROJECTIONS. The projections of the annual
                  operating budgets of the Company and its Subsidiaries on a
                  consolidated basis, balance sheets and cash flow statements
                  for the 1999 to 2004 fiscal years have been delivered to the
                  Agent and the Banks on or prior to the Closing Date. The
                  projections were based when made upon reasonable estimates and
                  assumptions and as of the Closing Date reflect the reasonable
                  estimates of the Company and its Subsidiaries of the results
                  of operation and other information projected therein, it being
                  understood that the projections are not guaranties of results
                  and that the actual results may vary from the projections and
                  such variations may be material.

                           7.4.4. SOLVENCY. The Company and its Subsidiaries, on
                  a consolidated and consolidating basis, both before and after
                  giving effect to the transactions contemplated by this Credit
                  Agreement and the other Loan Documents (a) are solvent, (b)
                  have assets having a fair value in excess of their
                  liabilities, (c) have assets having a fair value in excess of
                  the amount required to pay their liabilities on existing debts
                  as such debts become absolute and matured, and (d) have, and
                  expect to continue to have, access to adequate capital for the
                  conduct of their business and the ability to pay their debts
                  from time to time incurred in connection with the operation of
                  their business as such debts mature.

                  7.5. NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date,
         other than as disclosed on Schedule 1 to the Third Amendment, there has
         occurred no materially adverse change in the financial condition or
         business of the Company and its Subsidiaries as shown on or reflected
         in the pro forma historical consolidated balance sheet of the Company
         and its Subsidiaries as at the Balance Sheet Date, or the consolidated
         statement of income for the fiscal year then ended, other than changes
         in the ordinary course of business that have not had any Material
         Adverse Effect. Since the Balance Sheet Date, the Company has not made
         any Distributions, except as expressly permitted by this Credit
         Agreement and Rival has not made any Distributions except as disclosed
         or provided for in the Tender Offer Documents. There have been no
         "Material Adverse Effects" (as such term is defined in the Merger
         Agreement).

                  7.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the
         Borrowers and their Subsidiaries possesses all franchises, patents,
         copyrights, trademarks, trade names, licenses and permits, and rights
         in respect of the foregoing, adequate for the conduct of its business
         substantially as now conducted without known conflict with any rights
         of

<PAGE>
                                      -77-


         others, except where such nonpossession or conflict, as the case may
         be, could not reasonably be expected to have a Material Adverse Effect.

                  7.7.  LITIGATION.

                  There is no restraining order, injunction or shareholder
         derivative suit contesting, or filed in connection with the Merger or
         the Tender Offer. Except as set forth in Schedule 7.7 hereto, there are
         no actions, suits, proceedings or investigations of any kind pending or
         threatened against any of the Borrowers or any of their Subsidiaries
         (including, prior to the Closing Date, Rival and its Subsidiaries)
         before any court, tribunal or administrative agency or board that, if
         adversely determined, might, either in any case or in the aggregate,
         have a Material Adverse Effect, or shall result in any substantial
         liability not adequately covered by insurance, or for which adequate
         reserves are not maintained on the consolidated balance sheet of the
         Company and its Subsidiaries, or which question the validity of this
         Credit Agreement or any of the other Loan Documents, or any action
         taken or to be taken pursuant hereto or thereto.

                  7.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. The Borrowers and
         their Subsidiaries are not subject to any charter, corporate or other
         legal restriction, or any judgment, decree, order, rule or regulation
         that has or is expected in the future to have a Material Adverse
         Effect. Neither the Borrowers nor any of their Subsidiaries is a party
         to any contract or agreement that has or is expected, in the judgment
         of the Company's officers, to have a Material Adverse Effect.

                  7.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither any
         Borrower nor any of its Subsidiaries is in violation of any provision
         of its charter documents, bylaws, or any agreement or instrument to
         which it may be subject or by which it or any of its properties may be
         bound or any decree, order, judgment, statute, license, rule or
         regulation, in any of the foregoing cases in a manner that could
         reasonably be expected to have a Material Adverse Effect.

                  7.10. TAX STATUS. Except as set forth on Schedule 7.10 hereto,
         each of the Borrowers and their Subsidiaries (a) have made or filed all
         federal, provincial, state and foreign income and all other tax
         returns, reports and declarations required by any jurisdiction to which
         any of them is subject, (b) have paid all taxes and other governmental
         assessments and charges shown or determined to be due on such returns,
         reports and declarations, except those being contested in good faith
         and by appropriate proceedings and (c) have set aside on their books
         provisions reasonably adequate for the payment of all taxes for periods
         subsequent to the periods to which such returns, reports or
         declarations apply. There are no unpaid taxes in any material amount
         claimed to be due from any of the Borrowers or their Subsidiaries by
         the taxing authority of any jurisdiction, and the officers of the
         Borrowers know of no basis for any such claim.

                  7.11. NO EVENT OF DEFAULT. No Default or Event of Default has
         occurred and is continuing.
<PAGE>
                                      -78-


                  7.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the
         Borrowers nor any of their Subsidiaries is a "holding company", or a
         "subsidiary company" of a "holding company", or an "affiliate" of a
         "holding company", as such terms are defined in the Public Utility
         Holding Company Act of 1935; nor is it an "investment company", or an
         "affiliated company" or a "principal underwriter" of an "investment
         company", as such terms are defined in the Investment Company Act of
         1940.

                  7.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with
         respect to Permitted Liens, there is no financing statement, financing
         charge statement, security agreement, chattel mortgage, real estate
         mortgage or other document filed or recorded with any filing records,
         registry or other public office, that purports to cover, affect or give
         notice of any present or possible future lien on, or security interest
         in, any assets or property of any of the Borrowers or any of their
         Subsidiaries or any rights relating thereto.

                  7.14. PERFECTION OF SECURITY INTEREST. Except as otherwise
         provided in ss.11.9, all filings, assignments, pledges and deposits of
         documents or instruments have been made or provided for and all other
         actions have been taken that are necessary or advisable, under
         applicable law, to establish and perfect the Agent's security interest
         in the Collateral. The Collateral and the Agent's rights with respect
         to the Collateral are not subject to any setoff, claims, withholdings
         or other defenses. The Company or a Subsidiary of the Company party to
         one of the Security Agreements is the owner of the Collateral free from
         any lien, security interest, encumbrance and any other claim or demand,
         except for Permitted Liens.

                  7.15. CERTAIN TRANSACTIONS. Except as set forth on Schedule
         7.15 hereto and except for arm's length transactions pursuant to which
         the Borrowers or any of their Subsidiaries makes payments in the
         ordinary course of business upon terms no less favorable than such
         Borrower or such Subsidiary could obtain from third parties, none of
         the officers, directors, or employees of the Borrowers or any of their
         Subsidiaries is presently a party to any transaction with the Borrowers
         or any of their Subsidiaries (other than for services as employees,
         officers and directors), including any contract, agreement or other
         arrangement providing for the furnishing of services to or by,
         providing for rental of real or personal property to or from, or
         otherwise requiring payments to or from any officer, director or such
         employee or, to the knowledge of the Borrowers, any corporation,
         partnership, trust or other entity in which any officer, director, or
         any such employee has a substantial interest or is an officer,
         director, trustee or partner.

                  7.16. EMPLOYEE BENEFIT PLANS. Except as otherwise expressly
         disclosed in Schedule 7.16 hereto:

                           7.16.1. IN GENERAL. Each Employee Benefit Plan and
                  each Guaranteed Pension Plan has been maintained and operated
                  in compliance in all material respects with applicable law
                  including the provisions of ERISA and, to the extent
                  applicable, the Code, including but not limited to the
                  provisions thereunder respecting prohibited transactions and
                  the bonding of fiduciaries and other persons handling plan
                  funds as required by ss.412 of ERISA, except to the extent
<PAGE>
                                      -79-


                  that noncompliance would not have a Material Adverse Effect.
                  The Company has heretofore delivered to the Agent the most
                  recently completed annual report, Form 5500, with all required
                  attachments, and actuarial statement required to be submitted
                  under ss.103(d) of ERISA, with respect to each Guaranteed
                  Pension Plan.

                           7.16.2. TERMINABILITY OF WELFARE PLANS. No Employee
                  Benefit Plan, which is an employee welfare benefit plan within
                  the meaning of ss.3(l) or ss.3(2)(B) of ERISA, provides
                  benefit coverage subsequent to termination of employment,
                  except as required by Title I, Part 6 of ERISA or the
                  applicable state insurance laws. The Borrowers may terminate
                  each such Plan at any time (or at any time subsequent to the
                  expiration of any applicable bargaining agreement) in the
                  discretion of the Borrowers without liability to any Person
                  other than for claims arising prior to termination.

                           7.16.3. GUARANTEED PENSION PLANS. Each contribution
                  required to be made to a Guaranteed Pension Plan, whether
                  required to be made to avoid the incurrence of an accumulated
                  funding deficiency, the notice or lien provisions of ss.302(f)
                  of ERISA, or otherwise, has been timely made. No waiver of an
                  accumulated funding deficiency or extension of amortization
                  periods has been received with respect to any Guaranteed
                  Pension Plan, and neither the Borrowers nor any ERISA
                  Affiliate is obligated to or has posted security in connection
                  with an amendment to a Guaranteed Pension Plan pursuant to
                  ss.307 of ERISA or ss.401(a)(29) of the Code. No liability to
                  the PBGC (other than required insurance premiums, all of which
                  have been paid) has been incurred by the Borrowers or any
                  ERISA Affiliate with respect to any Guaranteed Pension Plan
                  and there has not been any ERISA Reportable Event (other than
                  an ERISA Reportable Event as to which the requirement of
                  thirty (30) days notice has been waived), or any other event
                  or condition which presents a material risk of termination of
                  any Guaranteed Pension Plan by the PBGC. Based on the latest
                  valuation of each Guaranteed Pension Plan (which in each case
                  occurred within twelve months of the date of this
                  representation), and on the actuarial methods and assumptions
                  employed for that valuation, the aggregate benefit liabilities
                  of all such Guaranteed Pension Plans within the meaning of
                  ss.4001 of ERISA did not exceed the aggregate value of the
                  assets of all such Guaranteed Pension Plans, disregarding for
                  this purpose the benefit liabilities and assets of any
                  Guaranteed Pension Plan with assets in excess of benefit
                  liabilities.

                           With respect to Holmes Canada, all pension plans are
                  duly registered where required by, and are in good standing
                  under, all applicable laws including the Income Tax Act
                  (Canada) and there are no actions, claims or proceedings
                  pending or threatened (other than routine claims for benefits)
                  relating to any of the pension plans. All required employer
                  and employee contributions and premiums under the pension
                  plans have been made, the pension plans are fully funded on an
                  ongoing and wind-up basis in accordance with applicable laws
                  and with the actuarial methods and assumptions used in the
                  most recent actuarial

<PAGE>
                                      -80-


                  reports therefor, and there have been no surplus withdrawals
                  or contribution holidays except as permitted by law and the
                  terms of the pension plans.

                           7.16.4. MULTIEMPLOYER PLANS. Neither the Borrowers
                  nor any ERISA Affiliate has incurred any material liability
                  (including secondary liability) to any Multiemployer Plan as a
                  result of a complete or partial withdrawal from such
                  Multiemployer Plan under ss.4201 of ERISA or as a result of a
                  sale of assets described in ss.4204 of ERISA. Neither the
                  Borrowers nor any ERISA Affiliate has been notified that any
                  Multiemployer Plan is in reorganization or insolvent under and
                  within the meaning of ss.4241 or ss.4245 of ERISA or is at
                  risk of entering reorganization or becoming insolvent, or that
                  any Multiemployer Plan intends to terminate or has been
                  terminated under ss.4041A of ERISA.

                  7.17.  USE OF PROCEEDS.

                           7.17.1. GENERAL. The proceeds of the Loans shall be
                  used (a) to finance a portion of the Tender Offer and the
                  Merger, including fees and expenses related thereto, (b) to
                  refinance existing Indebtedness of the Company and Rival, (c)
                  to finance the Required Repurchase, any Permitted Repurchase
                  and any Required Revolving A Reduction, and (d) for working
                  capital and general corporate purposes (including the
                  financing of all or any portion of Permitted Acquisitions
                  (including fees and expenses relating thereto)). The Borrowers
                  will obtain Letters of Credit solely for working capital and
                  general corporate purposes.

                           7.17.2.  REGULATIONS U AND X.

                           Except for the financing of a portion of the Tender
                  Offer, which will be secured in compliance with Regulations U
                  and X of the Board of Governors of the Federal Reserve, no
                  portion of any Loan is to be used, and no portion of any
                  Letter of Credit is to be obtained, for the purpose of
                  purchasing or carrying any "margin security" or "margin stock"
                  as such terms are used in Regulations U and X of the Board of
                  Governors of the Federal Reserve System, 12 C.F.R. Parts 221
                  and 224.

                           7.17.3. INELIGIBLE SECURITIES. No portion of the
                  proceeds of any Loan is to be used, and no portion of any
                  Letter of Credit is to be obtained, for the purpose of (a)
                  knowingly purchasing, or providing credit support for the
                  purchase of, Ineligible Securities from a Section 20
                  Subsidiary during any period in which such Section 20
                  Subsidiary makes a market in such Ineligible Securities, (b)
                  knowingly purchasing, or providing credit support for the
                  purchase of, during the underwriting or placement period, any
                  Ineligible Securities being underwritten or privately placed
                  by a Section 20 Subsidiary, or (c) making, or providing credit
                  support for the making of, payments of principal or interest
                  on Ineligible Securities underwritten or privately placed by a
                  Section 20 Subsidiary and issued by or for the benefit of the
                  Borrowers or any Subsidiary or other Affiliate of the
                  Borrowers.
<PAGE>
                                      -81-



                  7.18. ENVIRONMENTAL COMPLIANCE.  The Borrowers have taken all
         reasonably necessary steps to investigate the past and present
         condition and usage of the Real Estate and the operations conducted
         thereon and, based upon such diligent investigation, has determined
         that:

                  (a) except as set forth on Schedule 7.18, Part 1, none of the
         Borrowers, their Subsidiaries or any operator of the Real Estate or any
         operations thereon is in violation, or alleged violation, of any
         judgment, decree, order, law, license, rule or regulation pertaining to
         environmental matters, including without limitation, those arising
         under the Resource Conservation and Recovery Act ("RCRA"), the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980 as amended ("CERCLA"), the Superfund Amendments and
         Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the
         Federal Clean Air Act, the Toxic Substances Control Act, or any state,
         provincial or local statute, regulation, ordinance, order or decree
         relating to health, safety or the environment (hereinafter
         "Environmental Laws"), which violation would have a material adverse
         effect on the environment or a Material Adverse Effect;

                  (b) except as set forth on Schedule 7.18, Part 2, neither the
         Borrowers nor any of their Subsidiaries has received notice from any
         third party including, without limitation, any federal, state,
         provincial or local governmental authority, (i) that any one of them
         has been identified by the United States Environmental Protection
         Agency ("EPA") as a potentially responsible party under CERCLA with
         respect to a site listed on the National Priorities List, 40 C.F.R.
         Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42
         U.S.C. ss.6903(5), any hazardous substances as defined by 42 U.S.C.
         ss.9601(14), any pollutant or contaminant as defined by 42 U.S.C.
         ss.9601(33) and any toxic substances, oil or hazardous materials or
         other chemicals or substances regulated by any Environmental Laws
         ("Hazardous Substances") which any one of them has generated,
         transported or disposed of has been found at any site at which a
         federal, state, provincial or local agency or other third party has
         conducted or has ordered that any Borrower or any of its respective
         Subsidiaries conduct a remedial investigation, removal or other
         response action pursuant to any Environmental Law; or (iii) that it is
         or shall be a named party to any claim, action, cause of action,
         complaint, or legal or administrative proceeding (in each case,
         contingent or otherwise) arising out of any third party's incurrence of
         costs, expenses, losses or damages of any kind whatsoever in connection
         with the release of Hazardous Substances;

                  (c) except as set forth on Schedule 7.18, Part 1 and 2,
         attached hereto: (i) no portion of the Real Estate has been used by the
         Company or any of its Subsidiaries for the handling, processing,
         storage or disposal of Hazardous Substances except in accordance with
         applicable Environmental Laws; and, to the best of the Company's or its
         Subsidiaries' knowledge, no underground tank or other underground
         storage receptacle for Hazardous Substances is located on any portion
         of the Real Estate; (ii) in the course of any activities conducted by
         the Borrowers, their Subsidiaries or operators of its properties, no
         Hazardous Substances have been generated or are being used on the Real
         Estate except in accordance with applicable Environmental Laws; (iii)
         to the best of the Borrowers' knowledge, there have been no releases
         (i.e. any past or present



<PAGE>
                                      -82-


         releasing, spilling, leaking, pumping, pouring, emitting, emptying,
         discharging, injecting, escaping, disposing or dumping) or threatened
         releases of Hazardous Substances on, upon, into or from the properties
         of the Borrowers or their Subsidiaries, which releases would have a
         Material Adverse Effect; (iv) to the best of the Borrowers' knowledge,
         there have been no releases on, upon, from or into any real property in
         the vicinity of any of the Real Estate which, through soil or
         groundwater contamination, may have come to be located on, and which
         would have a material adverse effect on the value of, the Real Estate;
         and (v) in addition, any Hazardous Substances that have been generated
         on any of the Real Estate by the Company or any of its Subsidiaries
         have been transported offsite only by carriers having an identification
         number issued by the EPA, treated or disposed of only by treatment or
         disposal facilities maintaining valid permits as required under
         applicable Environmental Laws, which transporters and facilities have
         been and are, to the best of the Borrowers' knowledge, operating in
         compliance with such permits and applicable Environmental Laws; and

                  (d) Except as set forth on Schedule 7.18 hereto, none of the
         Borrowers and their Subsidiaries or any of the Real Estate is subject
         to any applicable environmental law requiring the performance of
         Hazardous Substances site assessments, or the removal or remediation of
         Hazardous Substances, or the giving of notice to any governmental
         agency or the recording or delivery to other Persons of an
         environmental disclosure document or statement by virtue of the
         transactions set forth herein and contemplated hereby, or as a
         condition to the effectiveness of any other transactions contemplated
         hereby.

                  7.19. SUBSIDIARIES, ETC.  Schedule 7.19(a), as supplemented by
         the information disclosed on Schedule 1 of the Third Amendment, sets
         forth the Subsidiaries of each of the Borrowers as of the Amendment
         Effective Date. Except as set forth on Schedule 7.19(b) hereto, neither
         the Borrowers nor any Subsidiary of any Borrower is engaged in any
         joint venture or partnership with any other Person other than the GE
         Joint Venture.

                  7.20. BANK ACCOUNTS.  Schedule 7.20, as supplemented by the
         information disclosed on Schedule 1 of the Third Amendment, sets forth
         the account numbers and location of all bank accounts of the Borrowers
         or any of their Subsidiaries.

                  7.21. DISCLOSURE.  Each of this Credit Agreement and the other
         Loan Documents, taken as a whole, do not contain any untrue statement
         of a material fact or omit to state a material fact (known to the
         Borrower or any of its Subsidiaries in the case of any document or
         information not furnished by it or any of its Subsidiaries) necessary
         in order to make the statements herein or therein not misleading. As of
         the Closing Date, there is no fact known to the Company's President,
         Chief Operating Officer, Chief Financial Officer or Manager of Far East
         Operations which has a Material Adverse Effect, or which is reasonably
         likely in the future to have a Material Adverse Effect, exclusive of
         effects resulting from changes in general economic conditions, legal
         standards or regulatory conditions.

                  7.22. STATUS OF LOANS AS SENIOR DEBT.  All Indebtedness of
         each of the Borrowers and their Subsidiaries to the Banks and the Agent
         in respect of the Loans and the


<PAGE>
                                      -83-


         Reimbursement Obligations constitute "Senior Debt" (or the analogous
         term used therein) under the terms of the Subordinated Debt Documents
         or of any other instrument evidencing or pursuant to which there is
         issued Indebtedness which purports to be Subordinated Debt of any
         Borrower or any Subsidiary. In addition, (a) this Credit Agreement, to
         the extent applicable, would constitute the "Credit Facility" under the
         terms of the Subordinated Indenture and (b) the Indebtedness of each of
         the Borrowers and their Subsidiaries to the Banks and the Agents in
         respect of the Loans and the Reimbursement Obligations constitutes
         "Senior Debt". In addition, without prejudice to the Credit Agreement's
         status as the "Credit Facility" referred to in the Subordinated
         Indenture, the Company expressly designates all Obligations hereunder,
         and under the other Loan Documents, as "Senior Debt" for purposes of
         the Subordinated Indenture.

                  7.23. SUBORDINATED DEBT DOCUMENTS; TENDER OFFER DOCUMENTS AND
         MERGER DOCUMENTS.  Each of the representations and warranties made by
         the Company and its Subsidiaries in any of the Subordinated Debt
         Documents, the Tender Offer Documents, or the Merger Documents was true
         and correct in all material respects when made and continues to remain
         true and correct in all material respects on the Closing Date, except
         to the extent that any of such representations and warranties relate,
         by the express terms thereof, solely to a date falling prior to the
         Closing Date, and except to the extent that any of such representations
         and warranties may have been affected by the consummation of the
         transactions contemplated and permitted or required by the Loan
         Documents.

                  7.24. NO OTHER SENIOR DEBT.  The Company (a) has not
         designated any Indebtedness of the Company or any of its Subsidiaries
         as, and has no, "Designated Senior Debt" for purposes of (and as
         defined in) the Subordinated Indenture, other than the Obligations, and
         (b) has no "Senior Debt" as such term is defined in the Subordinated
         Indenture other than the Obligations and that set forth on Schedule
         7.24 hereto.

                  7.25. NO WITHHOLDING.  None of the Borrowers are required by
         the laws of any jurisdiction to make any deduction or withholding of
         any nature whatsoever from any payment to be made by way of the
         Borrowers hereunder unless disclosed to the Agent in writing prior to
         the Closing Date (which may be in the form of legal opinions) and
         unless the amount and likelihood such deductions or withholdings are
         not, in the Agent's reasonable discretion, material. Neither this
         Credit Agreement nor any of the other Loan Documents is subject to any
         registration or stamp tax or any other similar or like taxes payable in
         any jurisdiction.

                  7.26. NO FILINGS REQUIRED.  No filing, recording or enrolling
         of this Credit Agreement or any other Loan Document is required to
         ensure the legality, validity, enforceability or admissibility in
         evidence of this Credit Agreement or any other Loan Document.

                  7.27. CHIEF EXECUTIVE OFFICE.  The Company's and its Domestic
         Subsidiaries' chief executive office is at One Holmes Way, Milford,
         Massachusetts 01757, at which


<PAGE>
                                      -84-

         location its books and records are kept. Each of the Guarantors' chief
         executive office is as set forth in the Security Agreement to which it
         is a party

                  7.28. INSURANCE.  The Company and each of its Subsidiaries
         maintains with financially sound and reputable insurers insurance with
         respect to its properties and businesses against such casualties and
         contingencies as are in accordance with sound business practices and
         with the details of such coverage being more fully described on
         Schedule 7.28 hereto.


         8. AFFIRMATIVE COVENANTS OF THE BORROWERS.

                  Each of the Borrowers covenants and agrees that, so long as
         any Loan, Unpaid Reimbursement Obligation, Letter of Credit, Note or
         loan account is outstanding or any Bank has any obligation to make any
         Loans or the Agent has any obligation to issue, extend or renew any
         Letters of Credit:

                  8.1. PUNCTUAL PAYMENT.  Each Borrower will duly and punctually
         pay or cause to be paid the principal and interest on the Loans, all
         Reimbursement Obligations, the Letter of Credit Fees, the commitment
         fees, the Additional LC Compensation, the Agent's Fee and all other
         amounts to be paid by it provided for in this Credit Agreement and the
         other Loan Documents to which the Borrowers or any of their
         Subsidiaries is a party, all in accordance with the terms of this
         Credit Agreement and such other Loan Documents.

                  8.2. MAINTENANCE OF OFFICE.  The Company will maintain its
         chief executive office in Milford, Massachusetts, or at such other
         place in the United States of America as the Company shall designate
         upon written notice to the Agent where notices, presentations and
         demands to or upon the Borrowers in respect of the Loan Documents to
         which the Borrowers are a party may be given or made. Each of the other
         Domestic Borrowers will maintain its chief executive office in Milford,
         Massachusetts, or at such other place in the United States as it shall
         specify to the Agent by written notice.

                  8.3. RECORDS AND ACCOUNTS.  The Borrowers will (a) keep, and
         cause each of its Subsidiaries to keep, true and accurate records and
         books of account in which full, true and correct entries will be made
         in accordance with generally accepted accounting principles, (b)
         maintain adequate accounts and reserves for all taxes (including income
         taxes), depreciation, depletion, obsolescence and amortization of its
         properties and the properties of its Subsidiaries, contingencies, and
         other reserves, and (c) at all times engage PricewaterhouseCoopers LLP
         or other independent certified public accountants reasonably
         satisfactory to the Agent as the independent certified public
         accountants of the Company and its Subsidiaries and will not permit
         more than thirty (30) days to elapse between the cessation of such
         firm's (or any successor firm's) engagement as the independent
         certified public accountants of the Company and its Subsidiaries and
         the appointment in such capacity of a successor firm as shall be
         reasonably satisfactory to the Agent.


<PAGE>
                                      -85-

                  8.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.  The
         Company will deliver to each of the Banks:

                  (a) as soon as practicable, but in any event not later than
         ninety (90) days after the end of each fiscal year of the Company, the
         consolidated balance sheet of the Company and its Subsidiaries and the
         consolidating balance sheet of the Company and its Subsidiaries (with
         any reference to consolidating statements of Subsidiaries in this
         ss.8.4 to mean that term as applied to the accounts and financial
         statements, as applicable, of business lines, which is presented in a
         format approved by the Agent), each as at the end of such year, and the
         related consolidated statement of income and consolidated statement of
         cash flow and consolidating statement of income for such year, each
         setting forth in comparative form the figures for the previous fiscal
         year and all such consolidated and consolidating statements to be in
         reasonable detail, prepared in accordance with generally accepted
         accounting principles, and certified without qualification by
         PricewaterhouseCoopers LLP or by other independent certified public
         accountants reasonably satisfactory to the Agent, together with a
         written statement from such accountants to the effect that they have
         read a copy of this Credit Agreement, and that, in making the
         examination necessary to said certification, they have obtained no
         knowledge of any Default or Event of Default as it relates to any
         financial covenant, or, if such accountants shall have obtained
         knowledge of any then existing Default or Event of Default they shall
         disclose in such statement any such Default or Event of Default;
         provided that such accountants shall not be liable to the Banks for
         failure to obtain knowledge of any Default or Event of Default, and,
         together with such financial statements and accountant's certification,
         a management prepared analysis of such statements, to be in reasonable
         detail and prepared in accordance with past practices;

                  (b) as soon as practicable, but in any event not later than
         (i) forty-five (45) days after the end of each of the first three
         fiscal quarters of the Company commencing with the fiscal quarter
         ending March 31, 1999 and (ii) sixty (60) days after the end of the
         last fiscal quarter of the Company, copies of the unaudited
         consolidated balance sheet of the Company and each of its Subsidiaries
         and, commencing with the fiscal quarter ending June 30, 1999, the
         unaudited consolidating balance sheet of the Company and each of its
         Subsidiaries, each as at the end of such quarter, and the related
         consolidated statement of income and consolidated statement of cash
         flow and, commencing with the fiscal quarter ending June 30, 1999,
         consolidating statement of income for the portion of the Company's
         fiscal year then elapsed, each setting forth in comparative form the
         figures for the previous fiscal year and a comparison setting forth the
         corresponding figures from the budgeted or projected figures for such
         period, all in reasonable detail and prepared in accordance with
         generally accepted accounting principles, together with (i) a
         certification by the principal financial or accounting officer of the
         Company that the information contained in such financial statements
         fairly presents the financial position of the Company and its
         Subsidiaries on the date thereof (subject to year-end adjustments) and
         (ii) a management prepared analysis of such statements, to be in
         reasonable detail and prepared in accordance with past practices;

                  (c) commencing March 31, 1999, as soon as practicable, but in
         any event within (i) forty-five (45) days after the end of the first
         month to occur after the Closing


<PAGE>
                                      -86-


         Date, (ii) thereafter, thirty (30) days after the end of each of the
         first two (2) months in each fiscal quarter of the Company, (iii)
         forty-five (45) days after the end of the last month in each fiscal
         quarter, other than the last month of any year, and (iv) sixty (60)
         days after the end of the last month in each fiscal year of the
         Company, unaudited monthly consolidated financial statements of the
         Company and its Subsidiaries for such month and unaudited monthly
         consolidating financial statements of the Company and its Subsidiaries
         for such month, each setting forth in comparative form the figures for
         the previous fiscal year and a comparison setting forth the
         corresponding figures from the budgeted or projected figures for such
         period and prepared in accordance with generally accepted accounting
         principles, together with a certification by the principal financial or
         accounting officer of the Company that the information contained in
         such financial statements fairly presents the financial condition of
         the Company and its Subsidiaries on the date thereof (subject to
         year-end adjustments);

                  (d) simultaneously with the delivery of the financial
         statements referred to in subsections (a), (b) and (c) above, a
         statement certified by the principal financial or accounting officer of
         the Company in substantially the form of Exhibit D hereto (the
         "Compliance Certificate") and setting forth (i) in reasonable detail
         computations evidencing compliance with the covenants contained in
         ss.10 and (if applicable) reconciliations to reflect changes in
         generally accepted accounting principles since the Balance Sheet Date
         and (ii) for any fiscal quarter occurring after December 31, 2002, any
         Excluded 2002 Expense made in such fiscal quarter;

                  (e) contemporaneously with the filing or mailing thereof,
         copies of all material of a financial nature filed with the Securities
         and Exchange Commission or sent to the stockholders of the Company;

                  (f) from time to time upon request of the Agent, annual
         projections of the Company and its Subsidiaries updating for a one year
         period those projections delivered to the Banks and referred to in
         ss.7.4.3 or, if applicable, updating any later such projections
         delivered in response to a request pursuant to this ss.8.4(f);

                  (g) from time to time such other financial data and
         information (including accountants, management letters) as the Agent or
         any Bank may reasonably request; and

                  (h) not later than the beginning of each fiscal year of the
         Borrowers and their Subsidiaries, the annual budget of the Borrowers
         and their Subsidiaries for such fiscal year (prepared on a monthly
         basis);

                  (i) within twenty (20) days at the end of each calendar month
         or at such earlier time as the Agent may reasonably request, a
         Borrowing Base Report setting forth the Borrowing Base as at the end of
         such calendar month or other date so requested by the Agent;

                  (j) within twenty (20) days after the end of each calendar
         month, an Accounts Receivable Aging report;



<PAGE>
                                      -87-


                  (k) by not later than the 15th and 30th day of each calendar
         month, the Company's cash flow forecast for each such week in which
         such date occurs and the immediately succeeding next 12-week period;

                  (l) as soon as practicable, but in any event not later than
         thirty (30) days after the end of each of the March 31, 2002 and
         September 30, 2002 fiscal quarters, a certificate from the principal
         financial or accounting officer certifying that the Borrowers are in
         compliance with the covenants contained in ss.10 hereof for such fiscal
         quarter;

                  (m) within five (5) days after the last day of each calendar
         month, commencing with the first such date to occur after December 31,
         2002, a statement certified by the principal financial or accounting
         officer of the Company setting forth any Incurred Excluded 2002
         Expenses incurred in such month; and

                  (n) on February 15, 2003, a statement certified by the
         principal financial or accounting officer of the Company setting forth
         the Borrowers' Adjusted Consolidated Cash Flow (including all Budgeted
         Expenses and those Budgeted Expenses which constitute Included 2002
         Expenses and Excluded 2002 Expenses), together with reasonably detailed
         computations evidencing such results.

                  8.5. NOTICES.

                           8.5.1. DEFAULTS.  The Borrowers will promptly notify
                  the Agent and each of the Banks in writing of the occurrence
                  of any Default or Event of Default. If any Person shall give
                  any notice or take any other action in respect of a claimed
                  default (whether or not constituting an Event of Default)
                  under this Credit Agreement or any other note, evidence of
                  indebtedness, indenture or other obligation to which or with
                  respect to which the Borrowers or any of their Subsidiaries is
                  a party or obligor, whether as principal, guarantor, surety or
                  otherwise, the Borrowers shall forthwith give written notice
                  thereof to the Agent and each of the Banks, describing the
                  notice or action and the nature of the claimed default.

                           8.5.2. ENVIRONMENTAL EVENTS.  The Borrower will
                  promptly give notice to the Agent and each of the Banks (a) of
                  any violation of any Environmental Law that such Borrower or
                  any of its Subsidiaries reports in writing or is reportable by
                  such Person in writing (or for which any written report
                  supplemental to any oral report is made) to any federal, state
                  or local environmental agency and (b) upon becoming aware
                  thereof, of any inquiry, proceeding, investigation, or other
                  action, including a notice from any agency of potential
                  environmental liability, of any federal, state or local
                  environmental agency or board, that has the potential to have
                  a Material Adverse Effect on the Company and its Subsidiaries,
                  or the Agent's security interests pursuant to the Security
                  Documents.

                           8.5.3. NOTIFICATION OF CLAIM AGAINST COLLATERAL.  The
                  Borrowers will, immediately upon becoming aware thereof,
                  notify the Agent and each of the Banks in writing of any
                  setoff, claims (including, with respect to the Real Estate,



<PAGE>
                                      -88-


                  environmental claims), withholdings or other defenses to which
                  any of the Collateral, or the Agent's rights with respect to
                  the Collateral, are subject.

                           8.5.4. NOTICE OF LITIGATION AND JUDGMENTS.  The
                  Borrowers will, and will cause each of their Subsidiaries to,
                  give notice to the Agent and each of the Banks in writing
                  within fifteen (15) days of becoming aware of any litigation
                  or proceedings threatened in writing or any pending litigation
                  and proceedings affecting the Borrowers or any of their
                  Subsidiaries or to which the Borrowers or any of their
                  Subsidiaries is or becomes a party which seeks to enjoin the
                  Merger, involves dissenting shareholders of Rival in
                  connection with the Merger or otherwise could result in
                  liability arising out of the Tender Offer or Merger, or which
                  involves an uninsured claim against the Borrowers or any of
                  their Subsidiaries that could reasonably be expected to have a
                  Material Adverse Effect and stating the nature and status of
                  such litigation or proceedings. The Borrowers will, and will
                  cause each of their Subsidiaries to, give notice to the Agent
                  and each of the Banks, in writing, in form and detail
                  satisfactory to the Agent, within ten (10) days of any
                  judgment not covered by insurance, final or otherwise, against
                  the Borrowers or any of their Subsidiaries in an amount in
                  excess of $500,000.

                           8.5.5. NOTIFICATION OF SUBORDINATED DEBT REPURCHASE
                  AND CERTIFICATION.  The Borrowers will, as soon as practicable
                  but in any event not less than one (1) Business Day prior to
                  consummating any Permitted Repurchase, provide the Agent with
                  written notice of such Permitted Repurchase and the details of
                  such purchase (including, without limitation, details as to
                  the principal amount of the Subordinated Notes being
                  repurchased, the amount of accrued and unpaid interest being
                  paid thereon, the closing date of such Permitted Repurchase,
                  if the seller of such Subordinated Notes is a Principal or
                  other Affiliate, the identity of the seller of such
                  Subordinated Notes and, if the seller of such Subordinated
                  Notes is a Principal or other Affiliate the date at which such
                  Principal or other Affiliate purchased such Subordinated
                  Notes). In addition, simultaneously with the consummation of
                  the Required Repurchase and any subsequent Permitted
                  Repurchase, the Company shall deliver to the Agent, in form
                  and substance satisfactory to the Agent, a certificate,
                  certified by a duly authorized officer of each of the Company
                  and, in the event any Principal is the seller of such
                  Subordinated Notes, such Principal(s), stating that neither
                  the Company, such Principal(s) nor any Affiliate has received
                  any profit or fee as a result of purchasing and reselling the
                  Subordinated Notes to the Company under the Required
                  Repurchase (with the parties hereto acknowledging that the
                  accrued and unpaid interest to be paid to any Principal or
                  other Affiliate on the Amendment Effective Date on the
                  Subordinated Notes purchased in the Required Repurchase shall
                  not constitute a profit) or Permitted Repurchase or otherwise
                  arranging the Required Repurchase or Permitted Repurchase, as
                  the case may be.

                  8.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES.  Except
         for the transactions contemplated by the Merger, each of the Borrowers
         will do or cause to be done all things


<PAGE>
                                      -89-


         necessary to preserve and keep in full force and effect its corporate
         existence, rights and franchises and those of its Subsidiaries and will
         not, and will not cause or permit any of their Subsidiaries to, convert
         to a limited liability company. It (a) will cause all of its properties
         and those of its Subsidiaries used or useful in the conduct of its
         business or the business of its Subsidiaries to be maintained and kept
         in good condition, repair and working order and supplied with all
         necessary equipment, (b) will cause to be made all necessary repairs,
         renewals, replacements, betterments and improvements thereof, all as in
         the judgment of the Borrower may be necessary so that the business
         carried on in connection therewith may be properly and advantageously
         conducted at all times, and (c) will, and will cause each of its
         Subsidiaries to, continue to engage primarily in the businesses
         conducted by them and in related businesses and those business acquired
         in any Permitted Acquisition; provided that nothing in this ss.8.6
         shall prevent any Borrower from discontinuing the operation and
         maintenance of any of its properties (including, without limitation,
         the Restructuring) or any of those of its Subsidiaries if such
         discontinuance is, in the judgment of such Borrower, desirable in the
         conduct of its or their business and that do not in the aggregate
         materially adversely affect the business of such Borrower and its
         Subsidiaries on a consolidated basis.

                  8.7. INSURANCE.  The Borrowers will, and will cause each of
         their Subsidiaries to, maintain with financially sound and reputable
         insurers insurance with respect to their properties and business
         against such casualties and contingencies as shall be in accordance
         with the general practices of businesses engaged in similar activities
         in similar geographic areas and in amounts, containing such terms, in
         such forms and for such periods as may be reasonable and prudent and in
         accordance with the terms of the Security Agreements.

                  8.8. TAXES.  The Borrowers will, and will cause each of their
         Subsidiaries to, duly pay and discharge, or cause to be paid and
         discharged, before the same shall become overdue, all taxes,
         assessments and other governmental charges imposed upon it and its real
         properties, sales and activities, or any part thereof, or upon the
         income or profits therefrom, as well as all claims for labor,
         materials, or supplies that if unpaid might by law become a lien or
         charge upon any of its property; provided that any such tax,
         assessment, charge, levy or claim need not be paid if the validity or
         amount thereof shall currently be contested in good faith by
         appropriate proceedings and if the applicable Borrower or such
         Subsidiary shall have set aside on its books adequate reserves with
         respect thereto; and provided further that the Borrowers and each
         Subsidiary of the Borrowers will pay all such taxes, assessments,
         charges, levies or claims forthwith upon the commencement of
         proceedings to foreclose any lien that may have attached as security
         therefor.

                  8.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

                           8.9.1. GENERAL.  The Borrowers shall permit the
                  Banks, individually or through the Agent or any of the Banks'
                  other designated representatives, to visit and inspect any of
                  the properties of the Borrowers or any of their Subsidiaries,
                  to examine the books of account of the Borrowers and their
                  Subsidiaries (and to make copies thereof and extracts
                  therefrom), and to discuss the affairs, finances



<PAGE>
                                      -90-


                  and accounts of the Borrowers and their Subsidiaries with, and
                  to be advised as to the same by, its and their officers, all
                  at such reasonable times and intervals and, so long as no
                  Default or Event of Default has occurred and is continuing,
                  subject to reasonable notice, as the Agent or any Bank may
                  reasonably request.

                           8.9.2. APPRAISALS.   If an Event of Default shall
                  have occurred and be continuing, upon the request of the
                  Agent, the Borrowers will obtain and deliver to the Agent
                  appraisal reports in form and substance and from appraisers
                  satisfactory to the Agent, stating (a) the then current fair
                  market, orderly liquidation and forced liquidation values of
                  all or any portion of the equipment or real estate owned by
                  any Borrower or any of its Subsidiaries and (b) the then
                  current business value of each of the Borrowers and their
                  Subsidiaries. All such appraisals shall be conducted and made
                  at the expense of the Borrower.

                           8.9.3. COLLATERAL REPORTS.  By not later than
                  September 30, 2000, the Borrowers will obtain and deliver to
                  the Agent, or, if the Agent so elects, will cooperate with the
                  Agent in the Agent's obtaining, a report of an independent
                  collateral auditor and/or commercial finance examiner
                  satisfactory to the Agent (which may be affiliated with one of
                  the Banks), which report shall be in form and substance
                  satisfactory to the Agent. All such collateral value reports
                  and/or commercial finance examinations shall be conducted and
                  made at the expense of the Borrowers.

                  8.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND
         PERMITS.  The Borrowers will, and will cause each of their Subsidiaries
         to, comply with (a) the applicable laws and regulations wherever its
         business is conducted, including all Environmental Laws and the Foreign
         Corrupt Practices Act, (b) the provisions of its charter documents and
         by-laws, (c) all agreements and instruments by which it or any of its
         properties may be bound and (d) all applicable decrees, orders, and
         judgments, except where any such noncompliance could not reasonably be
         expected to have a Material Adverse Effect. If any authorization,
         consent, approval, permit or license from any officer, agency or
         instrumentality of any government shall become necessary or required in
         order that the Borrowers or any of their Subsidiaries may fulfill any
         of its obligations hereunder or any of the other Loan Documents to
         which the Borrowers or such Subsidiary is a party, the Borrowers will,
         or (as the case may be) will cause such Subsidiary to, promptly take or
         cause to be taken all reasonable steps within the power of the
         Borrowers or such Subsidiary to obtain such authorization, consent,
         approval, permit or license and furnish the Agent and the Banks with
         evidence thereof.

                  8.11. EMPLOYEE BENEFIT PLANS.  The Borrowers will (a) promptly
         upon filing the same with the Department of Labor or Internal Revenue
         Service, furnish to the Agent a copy of the most recent actuarial
         statement required to be submitted under ss.103(d) of ERISA and Annual
         Report, Form 5500, with all required attachments, in respect of each
         Guaranteed Pension Plan and (b) promptly upon receipt or dispatch,
         furnish to the Agent any notice, report or demand sent (other than as
         part of a Guaranteed Pension Plan's annual report) or received in
         respect of a Guaranteed Pension Plan under ss.ss.302,



<PAGE>
                                      -91-


         4041, 4042, 4043, 4063, 4066 and 4068 of ERISA, or in respect of a
         Multiemployer Plan, under ss.ss.4041A, 4202, 4219, 4242, or 4245 of
         ERISA.

                  8.12. USE OF PROCEEDS.  The Borrowers will use the proceeds of
         the Loans solely (a) to finance a portion of the Tender Offer and the
         Merger and related costs and expenses, (b) to refinance certain
         Indebtedness of the Borrowers, (c) to finance the Required Repurchase,
         any Permitted Repurchase and any Required Revolving A Reduction and (d)
         for working capital and general corporate purposes (including to
         finance all or any portion of Permitted Acquisitions (including fees
         and expense relating thereto)). The Borrowers will obtain Letters of
         Credit solely for working capital and general corporate purposes.

                  8.13. ADDITIONAL MORTGAGED PROPERTY.  If, after the Closing
         Date, any of the Borrowers or any of their Subsidiaries acquires real
         estate located in the United States, such Borrower shall, or shall
         cause such Subsidiary to, forthwith deliver to the Agent a fully
         executed mortgage or deed of trust over such real estate, in form and
         substance satisfactory to the Agent, together with title insurance
         policies, surveys, evidences of insurance with the Agent named as loss
         payee and additional insured, legal opinions and other documents and
         certificates with respect to such real estate as is required by the
         Agent. The Borrowers further agree that, following the taking of such
         actions with respect to such real estate, the Agent shall have for the
         benefit of the Banks and the Agent a valid and enforceable first
         priority mortgage or deed of trust over such real estate, free and
         clear of all defects and encumbrances except for Permitted Liens.

                  8.14. FAIR LABOR STANDARDS ACT.  The Domestic Borrowers shall,
         and shall require each Subsidiary to, at all times operate their
         respective businesses in compliance with all material applicable
         provisions of the Fair Labor Standards Act of 1938, as amended. None of
         the inventory of the Domestic Borrowers or any of their Subsidiaries is
         or will be produced by employees of (a) the Domestic Borrowers or any
         of their Subsidiaries, or (b) to the best knowledge of the Domestic
         Borrowers, by employees of suppliers, who are, in each case, employed
         in violation of any applicable minimum wage or maximum hour provisions
         of the Fair Labor Standards Act (29 U.S.C. ss.ss.206 and 207) or any
         applicable regulations promulgated thereunder, in each case, as in
         effect from time to time.

                  8.15. GUARANTORS.  The Company will cause each Domestic
         Subsidiary created, acquired or existing on or after the Closing Date
         or any other Subsidiary which is otherwise required to become a
         guarantor under the Subordinated Indenture to become a Guarantor within
         thirty (30) days of such Domestic Subsidiary having been created,
         acquired or existing, and shall cause such Subsidiary to execute and
         deliver to the Agent for the benefit of the Agent and the Banks (a) a
         Guaranty (or an Instrument of Adherence to the Guaranty executed on the
         Closing Date), and (b) further Security Documents or other instruments
         and documents as the Agent may reasonably require in order to grant to
         the Agent a first priority perfected security interest in such
         Subsidiary's assets, with certain exceptions as may be approved by the
         Agent, together with legal opinions in form and substance reasonably
         satisfactory to the Agent to be delivered to the Agent and the Banks
         opining as to the authorization, validity and enforceability of


<PAGE>
                                      -92-


         such Guaranty or Instrument of Adherence and Security Documents and (as
         to the applicable Security Documents) the perfection of such security
         interests.

                  8.16. SUBORDINATED GUARANTEES.  The Company will promptly
         advise the Agent of any Subordinated Guarantee entered into in
         connection with the Subordinated Indenture, identifying the guarantor
         thereunder.

                  8.17. STATUS OF LOANS AS SENIOR DEBT.  The Company shall, on
         the Closing Date and at such other times as may reasonably be requested
         by the Agent, deliver to the Agent certificates and, if requested,
         legal opinions, evidencing that the Indebtedness of each of the
         Borrowers and their Subsidiaries to the Agent and the Banks in respect
         of the Loans and Reimbursement Obligations constitutes "Senior Debt"
         (or the analogous term used therein) under the terms of the
         Subordinated Debt Documents or of any other instrument evidencing or
         pursuant to which there is issued indebtedness which purports to be
         Subordinated Debt of the Company or any of its Subsidiaries and that
         (a) this Credit Agreement would constitute the "Credit Facility" under
         the terms of the Subordinated Indenture, and (b) the Indebtedness of
         each of the Borrowers and their Subsidiaries to the Banks and the
         Agents in respect of the Loans and Reimbursement Obligations
         constitutes "Designated Senior Debt" as defined by the Subordinated
         Indenture.

                  8.18. ADDITIONAL SUBSIDIARIES.  If, after the Closing Date,
         the Company or any of its Subsidiaries creates or acquires, either
         directly or indirectly, any Subsidiary, it will immediately notify the
         Agent and the Banks if such creation or acquisition, as the case may
         be, and provide the Agent and the Banks with an updated Schedule
         7.19(a) hereof and take all other actions required by ss.8.15 and
         ss.9.5.1 hereof.

                  8.19. LANDLORD CONSENTS.  The Company will use its best
         efforts to deliver to the Agent within thirty (30) days from the
         Closing Date landlord consents from the landlords of the leased Real
         Estate set forth on Schedule 8.19 hereto, which landlord consents shall
         be in form and substance reasonably satisfactory to the Agent.

                  8.20. INTEREST RATE PROTECTION.  Not later than ninety (90)
         days after the Closing Date, the Borrowers will obtain interest rate
         protection on notional amount and at a rate and tenor satisfactory to
         the Agent.

                  8.21. CANCELLED SUBORDINATED NOTES. The Company shall,
         immediately upon its purchase of any Subordinated Notes permitted to be
         made pursuant to either the Required Repurchase or a Permitted
         Repurchase, cancel such Subordinated Notes so purchased.

                  8.22. FOREIGN BORROWINGS. The Company shall use reasonable
         best efforts to cause its Foreign Subsidiaries which are neither
         Borrowers nor Foreign Guarantors hereunder to obtain from any Person
         other than the Company, any Borrower, any Guarantor or any Foreign
         Guarantor hereunder, Indebtedness consisting of cash loans or advances
         to such Foreign Subsidiary, the proceeds of which shall be immediately
         applied in the manner set forth in ss.2.12.2.6 hereof.



<PAGE>
                                      -93-


                  8.23. FURTHER ASSURANCES.

                  Each of the Borrowers will, and will cause each of its
         Subsidiaries to, cooperate with the Banks and the Agent and execute
         such further instruments and documents as the Banks or the Agent shall
         reasonably request to carry out to their satisfaction the transactions
         contemplated by this Credit Agreement and the other Loan Documents.

                  8.24. BANK ACCOUNTS.

                           8.24.1. GENERAL.  On or prior to May 31, 2001, the
                  Company will, and will cause each other Domestic Borrower and
                  each Guarantor to, (a) establish a depository account (the
                  "Fleet Concentration Account") under the control of the Agent
                  for the benefit of the Banks and the Agent, in the name of the
                  applicable Domestic Borrower or Guarantor (provided, to the
                  extent any Domestic Borrower or Guarantor currently does not
                  have any bank accounts, such Borrower or Guarantor, as the
                  case may be, shall only be required to establish a Fleet
                  Concentration Account if and when such Domestic Borrower or
                  Guarantor, as the case may be, needs to establish a bank
                  account), (b) instruct all account debtors and other obligors,
                  pursuant to notices of assignment and instruction letters in
                  form and substance satisfactory to the Agent, to remit all
                  cash proceeds of Accounts Receivable to local depository
                  accounts ("Local Accounts") or concentration depository
                  accounts ("Interim Concentration Accounts") with financial
                  institutions which have entered into agency account agreements
                  and, if applicable, lock box agreements (collectively, the
                  "Agency Account Agreements") in form and substance
                  satisfactory to the Agent, or the "Fleet Concentration Account
                  Agreements"), (c) direct all depository institutions with
                  Local Accounts to cause all funds held in each such Local
                  Account to be transferred no less frequently than once each
                  day to, and only to, an Interim Concentration Account or the
                  Fleet Concentration Account, (d) direct all depository
                  institutions with Interim Concentration Accounts to cause all
                  funds of the Domestic Borrowers and Domestic Guarantors held
                  in such Interim Concentration Accounts to be transferred daily
                  to, and only to, the Fleet Concentration Account, and (e) at
                  all times ensure that immediately upon any Domestic Borrowers'
                  or any Guarantors' receipt of any funds constituting or cash
                  proceeds of any Collateral, all such amounts shall have been
                  deposited in a Local Account, an Interim Concentration Account
                  or the Fleet Concentration Account.

                           8.24.2. ACKNOWLEDGEMENT OF APPLICATION.  The Domestic
                  Borrowers and Guarantors hereby agrees that all amounts
                  received by the Agent in the Fleet Concentration Account will
                  be the sole and exclusive property of the Agent, for the
                  accounts of the Banks and the Agent, to be applied in
                  accordance ss.2.12.3 and 2.12.4. as applicable.

                  8.25.  DELIVERY OF DECEMBER 2001 CASH POSITION.    The Company
         shall deliver to the Agent and the Banks, by not later than the
         Amendment Effective Date, evidence of the Company's December 2001 Cash
         Position and such evidence shall be in form and substance satisfactory
         to the Agent.



<PAGE>
                                      -94-


                  8.26.  PERIODIC MEETINGS.

                  The Company shall cause to occur (a) if requested by the Agent
         or those Banks designated as a steering committee (the "Steering
         Committee"), one meeting in each calendar month (which may be by a
         telephonic conference call) among the Company, Berkshire Partners, the
         Agent, the Agent's Special Counsel (if requested), the Steering
         Committee and counsel to the Steering Committee (if requested) to
         review the monthly financial updates and projections of the Company and
         its Subsidiaries; and (b) if requested by the Agent or the Steering
         Committee, one meeting per fiscal quarter (which may be by a telephonic
         conference call) among the Company, Berkshire Partners, the Agent and
         the Banks (and, to the extent so requested by the Agent or the Steering
         Committee, as the case may be, the Agent's Special Counsel and counsel
         to the Steering Committee, as the case may be) to provide the Agent and
         Banks with quarterly financial updates and projections of the Company
         and its Subsidiaries.

                  8.27.    SUBDEBT FUNDING LOANS.

                           8.27.1.  REQUIRED REPURCHASE OF SUBORDINATED NOTES.
                  The Company shall, on the Amendment Effective Date, consummate
                  the Required Repurchase, subject to the terms and conditions
                  of this Credit Agreement (including, without limitation, this
                  ss.8.27.1 and the definition of "Required Repurchase"). In
                  connection with such Required Repurchase, the Company shall
                  make a request for a Revolving Credit B Loan in an amount
                  equal to the aggregate consideration to be paid to the holders
                  of the Subordinated Notes being repurchased and use the
                  proceeds thereof to fund 100% of the purchase price of such
                  Required Repurchase, and the Revolving Credit B Banks agree,
                  subject to compliance with the conditions of this Credit
                  Agreement, to make such Revolving Credit B Loans to the
                  Company (such Revolving Credit B Loans being hereinafter
                  referred to as a "Required Repurchase Subdebt Funding Loan").
                  In the event that, at time of making any Loan Request pursuant
                  to this ss.8.27.1, there is no availability under the Total
                  Revolving B Commitment but there remains availability under
                  the Total Revolving A Commitment, the Company shall be
                  permitted, subject to compliance at all times with the terms
                  and conditions of this Credit Agreement, to borrow Revolving
                  Credit A Loans in the amount of the Required Repurchase
                  Subdebt Funding Loan in order to repay existing Revolving
                  Credit B Loans by such amount so as to create availability for
                  the borrowing of such Required Repurchase Subdebt Funding
                  Loans under the Total Revolving B Commitment. The Revolving
                  Credit B Banks further agree that any such Required Repurchase
                  Subdebt Funding Loan (and, during an Event of Default which
                  has occurred and is continuing pursuant to ss.13.1(a) or (b)
                  of the Credit Agreement as it relates to the Revolving Credit
                  A Loans and the Term Loans, any interest thereon) shall be
                  junior in right of payment to the Revolving Credit A Loans and
                  the Term Loans, all as more fully set forth in this Credit
                  Agreement.

                           8.27.2. PERMITTED REPURCHASE OF SUBORDINATED NOTES.
                  The Company shall be permitted, so long as no Default or Event
                  of Default has occurred and is continuing or would exist as a
                  result thereof, to consummate at any time from



<PAGE>
                                      -95-


                  and after the Amendment Effective Date and from time to time
                  any Permitted Repurchase, subject to the terms and conditions
                  of this Credit Agreement (including, without limitation, this
                  ss.8.27.2 and the definition of "Permitted Repurchase"). In
                  connection with such Permitted Repurchase, the Company shall
                  make a request for a Revolving Credit B Loan in an amount
                  equal to the aggregate consideration to be paid to the holders
                  of the Subordinated Notes being repurchased in any such
                  Permitted Repurchase and use the proceeds thereof to fund 100%
                  of the purchase price of each such Permitted Repurchase, and
                  the Revolving Credit B Banks agree, subject to compliance with
                  the conditions of this Credit Agreement, to make such
                  Revolving Credit B Loans to the Company (each such Revolving
                  Credit B Loans being hereinafter referred to as a "Permitted
                  Repurchase Subdebt Funding Loan"). In the event that, at time
                  of making any Loan Request pursuant to this ss.8.27.2, there
                  is no availability under the Total Revolving B Commitment but
                  there remains availability under the Total Revolving A
                  Commitment, the Company shall be permitted, subject to
                  compliance at all times with the terms and conditions of this
                  Credit Agreement, to borrow Revolving Credit A Loans in the
                  amount of the Permitted Repurchase Subdebt Funding Loan in
                  order to repay existing Revolving Credit B Loans by such
                  amount so as to create availability for the borrowing of such
                  Permitted Repurchase Subdebt Funding Loans under the Total
                  Revolving B Commitment. The Revolving Credit B Banks further
                  agree that each such Permitted Repurchase Subdebt Funding Loan
                  (and, during an Event of Default which has occurred and is
                  continuing pursuant to ss.13.1(a) or (b) of the Credit
                  Agreement as it relates to the Revolving Credit A Loans and
                  the Term Loans, any interest thereon) shall be junior in right
                  of payment to the Revolving Credit A Loans and the Term Loans,
                  all as more fully set forth in this Credit Agreement.

                           8.27.3. REQUIRED REDUCTION OF REVOLVING CREDIT A
                  LOANS ON AMENDMENT EFFECTIVE DATE. The Company shall, on the
                  Amendment Effective Date, make a request for a Revolving
                  Credit B Loan in an amount equal to $6,000,000 and use the
                  proceeds thereof to repay outstanding Revolving Credit A Loans
                  by such amount (the "Initial Required Revolving A Reduction"),
                  and the Revolving Credit B Banks agree, subject to compliance
                  with the conditions of this Credit Agreement, to make such
                  Revolving Credit B Loans to the Company (such Revolving Credit
                  B Loans being hereinafter referred to as the "Initial Required
                  Revolving A Subdebt Funding Loan"). In the event that, at time
                  of making any Loan Request pursuant to this ss.8.27.3, there
                  is no availability under the Total Revolving B Commitment but
                  there remains availability under the Total Revolving A
                  Commitment, the Company shall be permitted, subject to
                  compliance at all times with the terms and conditions of this
                  Credit Agreement, to borrow Revolving Credit A Loans in the
                  amount of the Initial Required Revolving A Subdebt Funding
                  Loan in order to repay existing Revolving Credit B Loans by
                  such amount so as to create availability for the borrowing of
                  such Initial Required Revolving A Subdebt Funding Loans under
                  the Total Revolving B Commitment. The Revolving Credit B Banks
                  further agree that such Initial Required Revolving A Subdebt
                  Funding Loan (and, during an Event of Default



<PAGE>
                                      -96-


                  which has occurred and is continuing pursuant to ss.13.1(a) or
                  (b) of the Credit Agreement as it relates to the Revolving
                  Credit A Loans and the Term Loans, any interest thereon) shall
                  be junior in right of payment to the Revolving Credit A Loans
                  and the Term Loans, all as more fully set forth in this Credit
                  Agreement.

                           8.27.4. FEBRUARY 2003 ADJUSTMENT BASED ON ACTUAL CASH
                  FLOW. In the event the Borrowers' Adjusted Consolidated Cash
                  Flow is negative by an amount greater than $6,000,000, as
                  evidenced on the certification delivered to the Agent and the
                  Banks pursuant to ss.8.4(n) hereof, the Company shall, by not
                  later than February 15, 2003, make an additional request for a
                  Revolving Credit B Loan in an amount equal to the lesser of
                  (a) $2,400,000 and (b) the amount by which the Borrowers'
                  Adjusted Consolidated Cash Flow is negative by more than
                  $6,000,000 and use the proceeds thereof to repay outstanding
                  Revolving Credit A Loans by such amount (the "Additional
                  Required Revolving A Reduction"), and the Revolving Credit B
                  Banks agree, whether or not a Default or Event of Default has
                  occurred and is continuing hereunder or any other condition to
                  funding has been satisfied, to make such Revolving Credit B
                  Loans to the Company (such Revolving Credit B Loans being
                  hereinafter referred to as an "Additional Required Revolving A
                  Subdebt Funding Loan"). In the event that, at time of making
                  any Loan Request pursuant to this ss.8.27.4, there is no
                  availability under the Total Revolving B Commitment but there
                  remains availability under the Total Revolving A Commitment,
                  the Company shall be permitted, subject to compliance at all
                  times with the terms and conditions of this Credit Agreement,
                  to borrow Revolving Credit A Loans in the amount of the
                  Additional Required Revolving A Subdebt Funding Loan in order
                  to repay existing Revolving Credit B Loans by such amount so
                  as to create availability for the borrowing of such Additional
                  Required Revolving A Subdebt Funding Loans under the Total
                  Revolving B Commitment. In the event that at the time of
                  making a Loan Request pursuant to this ss.8.27.4 there is no
                  availability under either the Total Revolving B Commitment or
                  the Total Revolving A Commitment, or in the event that any
                  bankruptcy, reorganization, liquidation, receivership or
                  similar cases or proceedings in which any Borrower is a debtor
                  prevents the Revolving Credit B Banks from funding such
                  Additional Required Revolving A Subdebt Funding Loan on the
                  date required hereunder, such Revolving Credit B Banks shall
                  make such dispositions and arrangements with the Revolving
                  Credit A Banks with respect to such Additional Required
                  Revolving A Reduction, either by way of purchase of
                  participations, distribution, pro tanto assignment of claims
                  or otherwise as shall result in the Revolving Credit B Banks
                  purchasing from the Revolving Credit A Banks, on a pro rata
                  basis, such Revolving Credit A Loans in an amount equal to the
                  Additional Required Revolving A Reduction, and the parties
                  hereto hereby acknowledge and agree that such Revolving Credit
                  A Loans so purchased by the Revolving Credit B Banks pursuant
                  to this ss.8.27.4 shall no longer be considered Revolving
                  Credit A Loans for purposes of this Credit Agreement and the
                  other Loan Documents, but shall instead be considered
                  Revolving Credit B Loans and shall also be considered
                  Additional Required A Revolving Subdebt Funding Loans for all
                  purposes, including



<PAGE>
                                      -97-


                  subordination of payment rights. The Revolving Credit B Banks
                  further agree that all Additional Required Revolving A Subdebt
                  Funding Loans (and, during an Event of Default which has
                  occurred and is continuing pursuant to ss.13.1(a) or (b) of
                  the Credit Agreement as it relates to the Revolving Credit A
                  Loans and the Term Loans, any interest thereon) shall be
                  junior in right of payment to the Revolving Credit A Loans and
                  the Term Loans, all as more fully set forth in this Credit
                  Agreement. The parties hereto agree that to the extent, after
                  the Initial Required Revolving A Subdebt Funding Loan is made,
                  the Company delivers to the Agent and the Banks on or prior to
                  February 15, 2003 evidence of its Adjusted Consolidated Cash
                  Flow as required pursuant to ss.8.4(n), which calculations
                  evidence that the Borrowers' Adjusted Consolidated Cash Flow
                  was either a positive number, $0 or was negative by less than
                  $6,000,000 and no other Event of Default has occurred and is
                  continuing as of February 28, 2003, then on February 28, 2003,
                  subject to the provisions of ss.8.27.5, (x) if the Adjusted
                  Consolidated Cash Flow is either $0 or a positive number, then
                  the entire Initial Required Revolving A Subdebt Funding Loan
                  shall no longer be considered as such, and shall be considered
                  an ordinary Revolving Credit B Loan and shall no longer be
                  junior in right of payment as set forth above in this Credit
                  Agreement; or (y) if the Adjusted Consolidated Cash Flow is a
                  negative number, and is negative by less than $6,000,000 (such
                  difference between such amount and $6,000,000, for purposes of
                  this paragraph (y), to be expressed as a positive number and
                  being hereinafter referred to as the "Positive Cash Flow
                  Amount"), then that portion of the Initial Required Revolving
                  A Subdebt Funding Loan (and only the Initial Required
                  Revolving A Subdebt Funding Loan) in an amount equal to the
                  Positive Cash Flow Amount (but in no event greater than
                  $6,000,000) shall no longer be considered as such, shall be
                  considered ordinary Revolving Credit B Loans and shall no
                  longer be junior in right of payment as set forth above in
                  this Credit Agreement (any such adjustments being made
                  pursuant to these subparagraphs (x) and (y) being hereinafter
                  referred to as a "Subdebt Funding Loan Reversal Event").

                           8.27.5. SETTLEMENTS FROM INCURRED EXCLUDED 2002
                  EXPENSES.

                            (a) To the extent, pursuant to ss.8.27.4, a Subdebt
                  Funding Loan Reversal Event occurred and, subsequent to such
                  Subdebt Funding Loan Reversal Event the Borrowers make any
                  Incurred Excluded 2002 Expenses, then the Company shall, by
                  not later than the day which is five (5) days following the
                  last day of each calendar month in which any such Incurred
                  Excluded 2002 Expense was incurred, recalculate its Adjusted
                  Consolidated Cash Flow to include each such Incurred Excluded
                  2002 Expense in its December 2002 Cash Position as an
                  "Included 2002 Expense". To the extent such recalculated
                  amount evidences that the Subdebt Funding Loan Reversal Event
                  either should not have occurred, or should have been a smaller
                  amount, then that portion of the ordinary Revolving Credit B
                  Loans which should have remained an Initial Required Revolving
                  A Subdebt Funding Loan shall no longer be considered an
                  ordinary Revolving Credit B Loan and shall instead be
                  considered an Initial Required Revolving A



<PAGE>
                                      -98-


                  Subdebt Funding Loan and shall be converted back into an
                  Initial Required Revolving A Subdebt Funding Loan. To the
                  extent such recalculated amount evidences that not only should
                  the Subdebt Funding Loan Reversal Event not have occurred at
                  all, but that an Additional Required Revolving A Reduction
                  should have occurred under ss.8.27.4 (such an event being
                  hereinafter referred to as an "Erroneous Reversal Event" and
                  the amount of each such Additional Required Revolving A
                  Reduction being hereinafter referred to as such "Erroneous
                  Reversal Amount"), then the provisions of ss.8.27.5(b) shall
                  apply as to the Erroneous Reversal Amount. To the extent there
                  does not remain outstanding an ordinary Revolving Credit B
                  Loan in an amount sufficient for such conversion back into an
                  Initial Required Revolving A Subdebt Funding Loan (the
                  "Conversion Shortfall"), the Company shall immediately make an
                  additional request for a Revolving Credit B Loan in an amount
                  equal to such Conversion Shortfall and use the proceeds
                  thereof to repay outstanding Revolving Credit A Loans by such
                  amount and the Revolving Credit B Banks agree, whether or not
                  a Default or Event of Default has occurred and is continuing
                  hereunder or any other condition to funding has been
                  satisfied, to make such Revolving Credit B Loans to the
                  Company (with such Revolving Credit B Loans also being
                  considered a "Conversion Subdebt Funding Loan"). In the event
                  that, at time of making any Loan Request pursuant to this
                  ss.8.27.5(a), there is no availability under the Total
                  Revolving B Commitment but there remains availability under
                  the Total Revolving A Commitment, the Company shall be
                  permitted, subject to compliance at all times with the terms
                  and conditions of this Credit Agreement, to borrow Revolving
                  Credit A Loans in the amount of the Conversion Subdebt Funding
                  Loan in order to repay existing Revolving Credit B Loans by
                  such amount so as to create availability for the borrowing of
                  such Conversion Subdebt Funding Loans under the Total
                  Revolving B Commitment. In the event that at the time of
                  making a Loan Request pursuant to this ss.8.27.5(a) there is
                  no availability under either the Total Revolving B Commitment
                  or the Total Revolving A Commitment, or in the event that any
                  bankruptcy, reorganization, liquidation, receivership or
                  similar cases or proceedings in which any Borrower is a debtor
                  prevents the Revolving Credit B Banks from funding such
                  Conversion Subdebt Funding Loan on the date required
                  hereunder, such Revolving Credit B Banks shall make such
                  dispositions and arrangements with the Revolving Credit A
                  Banks with respect to such Conversion Shortfall, either by way
                  of purchase of participations, distribution, pro tanto
                  assignment of claims or otherwise as shall result in the
                  Revolving Credit B Banks purchasing from the Revolving Credit
                  A Banks, on a pro rata basis, such Revolving Credit A Loans in
                  an amount equal to such Conversion Shortfall, and the parties
                  hereto hereby acknowledge and agree that such Revolving Credit
                  A Loans so purchased by the Revolving Credit B Banks pursuant
                  to this ss.8.27.5(a) shall no longer be considered Revolving
                  Credit A Loans for purposes of this Credit Agreement and the
                  other Loan Documents, but shall instead be considered
                  Revolving Credit B Loans and shall also be considered
                  Conversion Subdebt Funding Loans for all purposes, including



<PAGE>
                                      -99-


                  subordination of payment rights.

                            (b) To the extent (i) an Additional Required
                  Revolving A Reduction was required pursuant to ss.8.27.4
                  above, or (ii) no such Additional Required Revolving A
                  Reduction was required to be made as a result of the
                  Borrowers' Adjusted Consolidated Cash Flow as evidenced on the
                  certification delivered to the Agent and the Banks pursuant to
                  ss.8.4(n) hereof being negative $6,000,000 (and therefore no
                  Subdebt Funding Loan Reversal Event occurred on February 28,
                  2003), or (iii) an Erroneous Reversal Event occurred pursuant
                  to ss.8.27.5(a) above, then if after December 31, 2002 the
                  Borrowers incur any Incurred Excluded 2002 Expense, the
                  Company shall, by not later than the day which is five (5)
                  days following the last day of the calendar month in which
                  each such Incurred Excluded 2002 Expense was incurred, make an
                  additional request for a Revolving Credit B Loan in an amount
                  equal to the lesser of (a) $2,400,000 minus the principal
                  amount of any Additional Required A Subdebt Funding Loan
                  outstanding on such date minus the aggregate principal amount
                  of any Periodic Required Revolving A Subdebt Funding Loans (as
                  hereinafter defined) made prior to such date and outstanding
                  on such date and (b) the amount of each such Incurred Excluded
                  2002 Expense, and use the proceeds thereof to repay
                  outstanding Revolving Credit A Loans by such amount (the
                  "Periodic Required Revolving A Reduction" and, collectively
                  with the Initial Required Revolving A Reduction and the
                  Additional Required Revolving A Reduction, the "Required
                  Revolving A Reduction"), and the Revolving Credit B Banks
                  agree, whether or not a Default or Event of Default has
                  occurred and is continuing hereunder or any other condition to
                  funding has been satisfied, to make such Revolving Credit B
                  Loans to the Company (such Revolving Credit B Loans being
                  hereinafter referred to as an "Periodic Required Revolving A
                  Subdebt Funding Loan" and, collectively with the Initial
                  Required Revolving A Subdebt Funding Loan, the Required
                  Repurchase Subdebt Funding Loan, the Additional Required
                  Revolving A Subdebt Funding Loan, the Permitted Repurchase
                  Subdebt Funding Loan and the Conversion Subdebt Funding Loan,
                  the "Subdebt Funding Loans"). In the event that, at time of
                  making any Loan Request pursuant to this ss.8.27.5(b), there
                  is no availability under the Total Revolving B Commitment but
                  there remains availability under the Total Revolving A
                  Commitment, the Company shall be permitted, subject to
                  compliance at all times with the terms and conditions of this
                  Credit Agreement, to borrow Revolving Credit A Loans in the
                  amount of the Periodic Required Revolving A Subdebt Funding
                  Loan in order to repay existing Revolving Credit B Loans by
                  such amount so as to create availability for the borrowing of
                  such Periodic Required Revolving A Subdebt Funding Loans under
                  the Total Revolving B Commitment. In the event that at the
                  time of making a Loan Request pursuant to this ss.8.27.5(b)
                  there is no availability under either the Total Revolving B
                  Commitment or the Total Revolving A Commitment, or in the
                  event that any bankruptcy, reorganization, liquidation,
                  receivership or similar cases or proceedings in which any
                  Borrower is a debtor prevents the Revolving Credit B Banks
                  from funding such Periodic Required Revolving A Subdebt
                  Funding Loan on the date required hereunder,



<PAGE>
                                      -100-


                  such Revolving Credit B Banks shall make such dispositions and
                  arrangements with the Revolving Credit A Banks with respect to
                  such Periodic Required Revolving A Reduction, either by way of
                  purchase of participations, distribution, pro tanto assignment
                  of claims or otherwise as shall result in the Revolving Credit
                  B Banks purchasing from the Revolving Credit A Banks, on a pro
                  rata basis, such Revolving Credit A Loans in an amount equal
                  to the Periodic Required Revolving A Reduction, and the
                  parties hereto hereby acknowledge and agree that such
                  Revolving Credit A Loans so purchased by the Revolving Credit
                  B Banks pursuant to this ss.8.27.5(b) shall no longer be
                  considered Revolving Credit A Loans for purposes of this
                  Credit Agreement and the other Loan Documents, but shall
                  instead be considered Revolving Credit B Loans and shall also
                  be considered Periodic Required Revolving Subdebt Funding
                  Loans for all purposes, including subordination of payment
                  rights. The Revolving Credit B Banks further agree that all
                  Periodic Required Revolving A Subdebt Funding Loan (and,
                  during an Event of Default which has occurred and is
                  continuing pursuant to ss.13.1(a) or (b) of the Credit
                  Agreement as it relates to the Revolving Credit A Loans and
                  the Term Loans, any interest thereon) shall be junior in right
                  of payment to the Revolving Credit A Loans and the Term Loans,
                  all as more fully set forth in this Credit Agreement.


                  8.28. CONSULTING SERVICE. The Borrowers continue to
         acknowledge and agree that, in connection with the Agent's Special
         Counsel representation of the Agent on matters relating to the Credit
         Agreement and the other Loan Documents, the Agent's Special Counsel may
         continue to retain the Carl Marks Consulting Group or any other
         professional consultant (the "Consultant") to, among other things,
         visit the Borrowers' and any Subsidiary's corporate or other offices at
         such times and with such frequency as the Consultant deems appropriate
         (with the Consultant not being in any manner limited in the frequency
         of visits to the facilities of the Company and its Subsidiaries,
         provided, however, so long as no Default or Event of Default has
         occurred and is continuing, subject to reasonable notice), discuss the
         Borrowers' financial matters with its officers, examine any of the
         Borrowers' or any Subsidiary's books or other financial records and
         advise the Agent and the Banks as to the business, operations and
         financial condition of the Borrowers and their Subsidiaries and the
         viability of the business plan. The Borrowers and Guarantors shall, and
         shall cause each Subsidiary to, continue to cooperate with the
         Consultant and provide the Consultant with all information reasonably
         requested by the Consultant in connection with its engagement by the
         Agent's Special Counsel. The Borrowers and Guarantors acknowledge that
         the fees and expenses of the Consultant are for the account of the
         Borrowers and Guarantors. The Borrowers and Guarantors hereby covenant
         and agree to promptly pay all the fees and expenses of the Consultant
         upon receipt of invoices from the Consultant and all such fees and
         expenses shall be included as an Obligation. In addition, each of the
         Banks authorizes the Agent's Special Counsel to engage the Consultant
         as special advisor to the Agent's Special Counsel in connection with
         the Agent's Special Counsel representation of the Agent on matters
         relating to the Credit Agreement and the other Loan Documents.



<PAGE>
                                      -101-


          9. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

         Each of the Borrowers covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit, Note or loan account is
outstanding or any Bank has any obligation to make any Loans or the Agent has
any obligations to issue, extend or renew any Letters of Credit:

                  9.1. RESTRICTIONS ON INDEBTEDNESS.  The Borrowers will not,
         and will not permit any of their Subsidiaries to, create, incur,
         assume, guarantee or be or remain liable, contingently or otherwise,
         with respect to any Indebtedness other than:

                  (a) Indebtedness to the Banks and the Agent arising under any
         of the Loan Documents;

                  (b) endorsements for collection, deposit or negotiation and
         warranties of products or services, in each case incurred in the
         ordinary course of business;

                  (c) Subordinated Debt (including Indebtedness of a Domestic
         Subsidiary of the Company pursuant to the Subordinated Guarantee
         provided for in the Subordinated Indenture);

                  (d) Indebtedness incurred in connection with the acquisition
         after the date hereof of any real or personal property by the Borrowers
         or such Subsidiary or under any Capitalized Lease, provided that the
         aggregate principal amount of such Indebtedness of the Borrowers and
         their Subsidiaries shall not exceed the aggregate amount of $500,000 at
         any one time;

                  (e) Indebtedness existing on the date hereof and listed and
         described on Schedule 9.1 hereto;

                  (f) (i)  Indebtedness of a Subsidiary of a Borrower to a
         Borrower so long as such Subsidiary is a Domestic Borrower or Guarantor
         hereunder, (ii) Indebtedness of a Foreign Borrower or a Foreign
         Guarantor to a Domestic Borrower or Guarantor so long as such
         Indebtedness is evidenced by an intercompany note which is pledged to
         the Agent; (iii) Indebtedness of a Foreign Borrower or a Foreign
         Guarantor to another Foreign Borrower or Foreign Guarantor, so long as
         such Indebtedness is evidenced by an intercompany note which is pledged
         to the Agent; and (iv) Indebtedness (1) of a Subsidiary of the Company
         which is neither a Borrower or a Guarantor hereunder; and (2) incurred
         in connection with the factoring or other discounting of certain
         letters of credit in the ordinary course of business issued in favor of
         any Subsidiary of the Company, provided that the aggregate principal
         amount of all such Indebtedness permitted under this ss.9.1(f)(iv)
         shall not exceed an amount equal to $20,000,000, and provided, further,
         that the proceeds of such Indebtedness shall be used to fund the
         Company's operations and working capital needs in the People's Republic
         of China;

                  (g) (i)  unsecured Indebtedness incurred in connection with
         any Permitted Acquisitions, including Indebtedness of Persons acquired
         pursuant to ss.9.5.1 hereof, so



<PAGE>
                                      -102-


         long as the terms of such Indebtedness comply with the provisions of
         ss.9.5.1(b) (iii) hereof; and (ii) secured Indebtedness assumed in
         connection with any Permitted Acquisitions so long as the aggregate
         principal amount of all such Indebtedness does not exceed $500,000 at
         any one time, the terms of such Indebtedness comply with the provisions
         of ss.9.5.1(b)(iii) hereof, and, if such Indebtedness is secured, such
         security interest covers only the real or personal property acquired in
         such Permitted Acquisition;

                  (h) Indebtedness of the Company in respect of any promissory
         notes issued by the Company to certain members of its management as
         permitted by ss.9.4(e) hereof as payment for the redemption by the
         Company of certain shares of its capital stock issued to such member;

                  (i) unsecured Indebtedness of the Company to any of the
         Principals or Additional Investors in an aggregate amount not to exceed
         (1) $1,100,000 in the 2001 calendar year and (2) in any calendar year
         thereafter, an amount equal to the sum of two and one quarter of one
         percent (2-1/4%) of the outstanding amount of the Revolving Credit B
         Loans other than the Subdebt Funding Loans, compounded annually, plus
         twenty percent (20%) of the outstanding amount of the Subdebt Funding
         Loans, compounded annually, and in each case incurred in connection
         with the Company's obtaining the Revolving Credit B Loans, provided (i)
         no Default or Event of Default has occurred and is continuing or would
         exist as a result thereof; (ii) the amount of such Indebtedness and the
         terms and conditions (including, without limitation, a prohibition on
         any cash payments to be made to the holders thereof during the term of
         this Credit Agreement and a limitation of use of proceeds) of such
         Indebtedness are acceptable to the Agent and the Majority Banks; and
         (iii) such Indebtedness shall contain subordination provisions
         acceptable to the Agent and the Majority Banks;

                  (j) Indebtedness of any Foreign Subsidiary to any Person other
         than a Borrower, Guarantor or Foreign Guarantor, as set forth in
         ss.8.22;

                  (k) Unsecured Indebtedness of the Company to any Foreign
         Subsidiary incurred in connection with an intercompany loan made by
         such Foreign Subsidiary to the Company with the proceeds of any
         Indebtedness incurred by such Foreign Subsidiary pursuant to ss.8.22,
         provided (i) no Default or Event of Default has occurred and is
         continuing or would exist as a result thereof; (ii) such intercompany
         loan is evidenced by a written promissory note; (iii) the amount of
         such Indebtedness and the terms and conditions (including, without
         limitation, a prohibition on any cash payments to be made to the
         holders thereof during the term of this Credit Agreement, other than
         cash payments for accrued interest which is due and payable thereunder
         so long as no Default or Event of Default has occurred and is
         continuing hereunder, and a limitation of use of proceeds) of such
         Indebtedness are acceptable to the Agent and the Majority Banks; and
         (iv) such Indebtedness shall contain subordination provisions
         acceptable to the Agent.

                  provided however notwithstanding the foregoing provisions of
         this ss.9.1, all such Indebtedness must in any event qualify at all
         times as "Indebtedness" (as such term is


<PAGE>
                                      -103-


         defined in the Subordinated Indenture) permitted to be incurred
         pursuant to ss.4.09 of the Subordinated Indenture; and provided,
         further, that the aggregate amount of all Indebtedness incurred under
         ss.ss.9.1(d), (g) and (h) shall not exceed, in the aggregate, $500,000
         in any fiscal year.

                  9.2. RESTRICTIONS ON LIENS.  The Borrowers will not, and will
         not permit any of their Subsidiaries to, (a) create or incur or suffer
         to be created or incurred or to exist any lien, encumbrance, mortgage,
         pledge, charge, restriction or other security interest of any kind upon
         any of its property or assets of any character whether now owned or
         hereafter acquired, or upon the income or profits therefrom; (b)
         transfer any of such property or assets or the income or profits
         therefrom for the purpose of subjecting the same to the payment of
         Indebtedness or performance of any other obligation in priority to
         payment of its general creditors; (c) acquire, or agree or have an
         option to acquire, any property or assets upon conditional sale or
         other title retention or purchase money security agreement, device or
         arrangement; (d) suffer to exist for a period of more than thirty (30)
         days after the same shall have been incurred any Indebtedness or claim
         or demand against it that if unpaid might by law or upon bankruptcy or
         insolvency, or otherwise, be given any priority whatsoever over its
         general creditors; (e) sell, assign, pledge or otherwise transfer any
         "receivables" as defined in clause (g) of the definition of the term
         "Indebtedness," with or without recourse (other than the sale of
         doubtful, bad, overdue or defaulted receivables after notice to the
         Agent in an aggregate amount not to exceed $2,000,000 in any one year
         without the written consent of the Agent); or (f) enter into or permit
         to exist any arrangement or agreement, enforceable under applicable
         law, which directly or indirectly prohibits the Borrowers or any of
         their Subsidiaries from creating or incurring any lien, encumbrance,
         mortgage, pledge, charge, restriction or other security interest other
         than in favor of the Agent for the benefit of the Banks and the Agent
         under the Loan Documents and other than customary anti-assignment
         provisions in leases and licensing agreements entered into by the
         Borrowers or such Subsidiary in the ordinary course of its business,
         provided that the Borrowers or any of their Subsidiaries may create or
         incur or suffer to be created or incurred or to exist:

                  (a) liens in favor of the Borrowers on all or part of the
         assets of Subsidiaries of the Borrowers securing Indebtedness owing by
         Subsidiaries of the Borrowers to such Borrower;

                  (b) liens to secure taxes, assessments and other government
         charges in respect of obligations not overdue or liens on properties to
         secure claims for labor, material or supplies in respect of obligations
         not overdue;

                  (c) deposits or pledges made in connection with, or to secure
         payment of, workmen's compensation, unemployment insurance, old age
         pensions or other social security obligations;

                  (d) liens on properties in respect of judgments or awards that
         have been in force for less than the applicable period for taking an
         appeal so long as execution is not levied thereunder or in respect of
         which such Borrowers or such Subsidiary shall at the



<PAGE>
                                      -104-


         time in good faith be prosecuting an appeal or proceedings for review
         and in respect of which a stay of execution shall have been obtained
         pending such appeal or review;

                  (e) liens of carriers, warehousemen, mechanics and
         materialmen, and other like liens on properties, in existence less than
         120 days from the date of creation thereof in respect of obligations
         not overdue;

                  (f) encumbrances on Real Estate consisting of easements,
         rights of way, zoning restrictions, restrictions on the use of real
         property and defects and irregularities in the title thereto,
         landlord's or lessor's liens under leases to which the Borrowers or a
         Subsidiary of any Borrower is a party, and other minor liens or
         encumbrances none of which in the opinion of the applicable Borrower
         interferes materially with the use of the property affected in the
         ordinary conduct of the business of such Borrower and its Subsidiaries,
         which defects do not individually or in the aggregate have a materially
         adverse effect on the business of such Borrower individually or of such
         Borrower and its Subsidiaries on a consolidated basis;

                  (g) liens existing on the date hereof and listed on Schedule
         9.2 hereto;

                  (h) purchase money security interests in or purchase money
         mortgages on real or personal property acquired after the date hereof
         to secure purchase money Indebtedness of the type and amount permitted
         by ss.9.1(d) and ss.9.1(g)(ii), incurred in connection with the
         acquisition of such property, which security interests or mortgages
         cover only the real or personal property so acquired and liens and
         assets of the Subsidiary of the Company which is neither a Borrower nor
         a Guarantor hereunder to secure the Indebtedness permitted by
         ss.9.1(f)(iv)(1) hereof;

                  (i) liens in favor of the Agent for the benefit of the Banks
         and the Agent under the Loan Documents; and

                  (j) liens incurred in the ordinary course of business
         consistent with past practices in favor of a Person providing insurance
         of collection of certain of the Company's accounts receivable, provided
         such liens cover only those receivables so insured and provided that
         the Agent has a first priority perfected security interest in any
         insurance or other proceeds.

                  9.3. RESTRICTIONS ON INVESTMENTS.  The Borrowers will not, and
         will not permit any of their Subsidiaries to, make or permit to exist
         or to remain outstanding any Investment except Investments in:

                  (a) marketable direct or guaranteed obligations of the United
         States of America that mature within one (1) year from the date of
         purchase by the Borrowers;

                  (b) demand deposits, certificates of deposit, bankers
         acceptances and time deposits of United States banks having total
         assets in excess of $1,000,000,000;

                  (c) securities commonly known as "commercial paper" issued by
         a corporation organized and existing under the laws of the United
         States of America or



<PAGE>
                                      -105-


         any state thereof that at the time of purchase have been rated and the
         ratings for which are not less than "P 1" if rated by Moody's Investors
         Service, Inc., and not less than "A 1" if rated by Standard and Poor's
         Rating Group;

                  (d) Investments existing on the date hereof and listed on
         Schedule 9.3 hereto, Investments made by any Borrower or its
         Subsidiaries in the JV pursuant to the GE Joint Venture so long as the
         time of the making of such Investments, no Default or Event of Default
         has occurred and is continuing or would exist as a result thereof;
         provided, the aggregate amount of all Investments made in the JV shall
         not exceed $3,500,000 from the Closing Date to the first anniversary of
         the Closing Date and $7,000,000 in the aggregate during the term of the
         Credit Agreement;

                  (e) Investments with respect to Indebtedness permitted by
         ss.9.1(f)(i) -- (iii) so long as such entities remain a Subsidiary of
         any Borrower and a Borrower, a Guarantor or Foreign Guarantor hereunder
         and Investments with respect to Indebtedness permitted by ss.9.1(f)(iv)
         so long as such entities remain a Subsidiary of any Borrower hereunder;

                  (f) Investments with respect to Indebtedness permitted by
         ss.9.1(g) hereof so long as the Person incurring such Indebtedness
         remains a Subsidiary of any Borrower hereunder and Investments
         consisting of Permitted Acquisitions under ss.9.5.1 hereof, of assets
         or Persons that become, at the time of such Permitted Acquisitions, a
         Subsidiary of the Company;

                  (g) Investments consisting of the Guaranty or the Foreign
         Guarantees or Investments by the Borrowers in Guarantors;

                  (h) Investments consisting of promissory notes or other
         obligations or securities received as proceeds of asset dispositions
         permitted by ss.9.5.2;

                  (i) Investments consisting of the acquisition of new
         Subsidiaries permitted pursuant to ss.9.5.1; and

                  (j) Investments by the Company consisting of the Required
         Repurchase and any Permitted Repurchase;

         provided, however, that (a) with the exception of demand deposits
         referred to in ss.9.3(b), such Investments will be considered
         Investments permitted by this ss.9.3 only if all actions have been
         taken to the satisfaction of the Agent to provide to the Agent, for the
         benefit of the Banks and the Agent, a first priority perfected security
         interest in all of such Investments free of all encumbrances other than
         Permitted Liens or such other exceptions as the Agent may make in its
         sole discretion and (b) all Investments made pursuant to this ss.9.3
         must be permitted to be made pursuant to the Subordinated Indenture.



<PAGE>
                                      -106-


                  9.4. DISTRIBUTIONS AND RESTRICTED PAYMENTS.  The Company and
         its Subsidiaries will not make any Distributions or Restricted
         Payments, other than dividends or payments:

                  (a) so long as no Event of Default under ss.13.1(c) as it
         relates to ss.10 or under ss.13.1(a) or (b) has occurred and is
         continuing or would result therefrom, by the Company to Berkshire
         Partners consisting of quarterly management services fees pursuant to
         the Management Agreement in an aggregate amount not to exceed (i)
         $125,000 in any fiscal quarter plus (ii) the amount of management
         services fees, if any, which are in arrears under the Management
         Agreement plus (iii) the sum of $2,000,000 which is due and payable on
         the Closing Date in conjunction with the Acquisition, and provided,
         however, that such payments shall not be made earlier than ten (10)
         days prior to the date such payments are due and payable pursuant to
         the terms of the Management Agreement;

                  (b) by any Subsidiary of the Company to such Subsidiary's
         parent;

                  (c) so long as no Event of Default under ss.13.1(c) as it
         relates to ss.10 or under ss.13.1(a) or (b) has occurred and is
         continuing or would result therefrom, by the Company in the form of
         redemptions of Equity Interests of the Company held by any member of
         the Company's or any Subsidiary's management or Board of Directors,
         provided that the aggregate sum paid therefor shall not exceed the sum
         of (i) $500,000 in any twelve (12) month period, plus (ii) the
         aggregate Net Cash Proceeds received by the Company from the issuance
         after November 26, 1997 of Equity Interests to members of management or
         the Company's Board of Directors;

                  (d) by the Company as a Distribution in the form of promissory
         notes issued by the Company to repurchase or redeem shares of its
         capital stock pursuant to certain buy-back arrangements with certain
         members of the Company's management, provided that (i) no Event of
         Default then exists or would result after the making of such
         Distribution; (ii) the terms of such notes are acceptable to the Agent
         in all respects; and (iii) such notes contain subordination provisions
         acceptable to the Agent; and

                  (e) so long as no Default or Event of Default has occurred and
         is continuing or would exist as a result thereof, to the extent any of
         the Subordinated Notes to be purchased by the Company in any Required
         Repurchase or Permitted Repurchase is owned by a Principal, to such
         Principals in order to consummate the Required Repurchase or Permitted
         Repurchase, as the case may be, as permitted hereunder.

                  9.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

                           9.5.1. MERGERS AND ACQUISITIONS.  The Borrowers will
                  not, and will not permit any of their Subsidiaries to, become
                  a party to any merger or consolidation, or agree to or effect
                  any asset acquisition or stock acquisition except, so long as
                  no Default or Event of Default has occurred and is continuing,
                  or would exist after giving effect thereto:



<PAGE>
                                      -107-


                           (a) the merger of one or more of the Subsidiaries of
                  the Company with and into the Company, any other Domestic
                  Borrower hereunder or a Guarantor hereunder, and provided the
                  Company, the other Domestic Borrower or the Guarantor, as the
                  case may be, has taken or caused to be taken all action
                  necessary to grant to the Agent a first priority perfected
                  security interest in all of the Company's or such other
                  Domestic Borrower's or Guarantor's assets after such merger;

                           (b) the acquisition of the assets or stock of Persons
                  in the same or a similar line of business as the Company and
                  its Subsidiaries (including home electrical and other consumer
                  appliances, industrial electrical products and other similar
                  products) (each, a "Permitted Acquisition") where (i) the
                  Company has provided the Agent with thirty (30) days prior
                  written notice of such, Permitted Acquisition, which notice
                  shall include a reasonably detailed description of such
                  Permitted Acquisition and copies of all acquisition documents
                  in connection therewith; (ii) the business to be acquired
                  would not subject the Agent or the Banks to regulatory or
                  third party approvals in connection with the exercise of their
                  rights and remedies under this Credit Agreement or any other
                  Loan Document; (iii) no contingent liabilities or liabilities
                  will be incurred or assumed in connection with such Permitted
                  Acquisition which could be expected to have a Material Adverse
                  Effect, and any Indebtedness incurred or assumed in connection
                  with such Permitted Acquisition (1) shall have been permitted
                  to be incurred or assumed pursuant to ss.9.1 hereof; (2) shall
                  not bear cash interest at a rate in excess of 600 basis points
                  over the applicable treasury rate per annum and shall not bear
                  interest at a rate in excess of 900 basis points over the
                  applicable treasury rate per annum; (3) shall not have a
                  maturity prior to the Term Loan B Maturity Date; (4) shall not
                  contain any financial covenants; (5) shall be unsecured; (6)
                  shall contain an amortization schedule acceptable to the Agent
                  and (7) shall contain subordination provisions acceptable to
                  the Agent and the Banks; provided that any such Indebtedness
                  permitted by ss.9.1(g)(ii) shall not have to comply with
                  clauses (2)-(7) hereof; (iv) the Company has provided the
                  Agent with such other information as was reasonably requested
                  by the Agent; (v) after the consummation of the Permitted
                  Acquisition, the Company shall own a majority of the capital
                  stock of the Person to be acquired or shall otherwise control
                  such Person (including, without limitation, controlling the
                  ability of such Person to make loans, advances and
                  Distributions in cash to the Company); (vi) the Company shall
                  take, or shall cause to be taken, all necessary action to
                  grant to the Agent a first priority perfected lien in all
                  assets and stock acquired in connection with such Permitted
                  Acquisition, with such exceptions as the Agent may approve;
                  provided, however, the Company or any Guarantor, as the case
                  may be, shall only be required to pledge 66% of the capital
                  stock of any Foreign Subsidiary or any other Person not
                  incorporated or otherwise organized in the United States of
                  America (a "Foreign Entity"), and such Foreign Entity shall
                  not be required to grant a lien on its assets to secure the
                  Obligations of the Company or any Guarantor; (vii) the Company
                  has demonstrated to the reasonable satisfaction of the Agent,
                  based on a pro forma Compliance Certificate, compliance with
                  ss.10 immediately prior to and on a Pro Forma Basis
                  immediately



<PAGE>
                                      -108-


                  after giving effect to such Permitted Acquisition and the
                  Leverage Ratio (calculated on a Pro Forma Basis) after giving
                  effect to such Permitted Acquisition shall not exceed
                  5.50:1.00; (viii) the maximum purchase price for any single
                  Permitted Acquisition or series of Permitted Acquisitions
                  relating to the same business organization or group of related
                  companies does not exceed the sum of $40,000,000, plus the
                  aggregate cash equity investment made by the Additional
                  Investors in the Company for the purpose of consummating such
                  acquisition, plus the aggregate amount of secured Indebtedness
                  assumed in connection with such Permitted Acquisition; (ix)
                  board of directors and the shareholders (if required by
                  applicable law), or the equivalent, of each of the Company and
                  the Person to be acquired has approved such merger,
                  consolidation or acquisition and such Permitted Acquisition is
                  otherwise considered "friendly"; (x) to the extent the Company
                  or any Subsidiary is acquiring any Real Estate in connection
                  with such Permitted Acquisition, the Company shall have
                  delivered to the Agent all appraisals and environmental site
                  assessments which the Agent shall reasonably require, with all
                  such appraisals and site assessments to be in form and
                  substance reasonably satisfactory to the Agent; and (xi) the
                  Company has delivered to the Agent a certificate of the chief
                  financial officer of the Company to the effect that (1) the
                  Company will be solvent upon the consummation of the Permitted
                  Acquisition; (2) the pro forma Compliance Certificate fairly
                  presents the financial condition of the Company and its
                  Subsidiaries as of the date thereof and after giving effect to
                  such Permitted Acquisition; and (3) no Default or Event of
                  Default then exists or would result after giving effect to the
                  Permitted Acquisition; and

                           (c) The Merger as contemplated by the Merger
                  Documents.

                           In the event any new Domestic Subsidiary is formed or
                  acquired as a result of or in connection with any acquisition,
                  such new Domestic Subsidiary shall, immediately upon its
                  creation or acquisition, execute and deliver to the Agent for
                  the benefit of the Agent and the Banks, an Instrument of
                  Adherence in substantially the form of Exhibit E hereto (an
                  "Instrument of Adherence") and the Loan Documents shall be
                  amended and/or supplemented as necessary to make the terms and
                  conditions of the Loan Documents applicable to such Domestic
                  Subsidiary. Such Domestic Subsidiary shall become a Guarantor
                  hereunder and shall become party to the Guaranty and the
                  Security Agreement and shall execute and deliver to the Agent
                  any and all other agreements, documents, instruments and
                  financing statements necessary to grant to the Agent a first
                  priority perfected lien in such Domestic Subsidiary's assets.
                  The Company and its Subsidiaries shall, immediately upon the
                  creation or acquisition of such Domestic Subsidiary, pledge
                  all of such Domestic Subsidiary's capital stock to the Agent
                  for the benefit of the Agent and the Banks. In the event any
                  new Foreign Subsidiary is formed or acquired as a result of or
                  in connection with any acquisition, such new Foreign
                  Subsidiary shall, immediately upon its creation or
                  acquisition, and to the extent legally possible in its
                  jurisdiction of organization and to the extent that to do so
                  would not result in the recognition of a deemed dividend from
                  such Foreign Subsidiary, execute and deliver to the Agent for
                  the



<PAGE>
                                      -109-


                  benefit of the Agent and the Banks such guarantees and
                  security documents as the Agent deems necessary to make the
                  terms and conditions of the Loan Documents applicable to such
                  Foreign Subsidiary. To the extent legally permissible, and to
                  the extent that to do so would not result in the recognition
                  of a deemed dividend from such Foreign Subsidiary, such
                  Foreign Subsidiary shall guarantee the Obligations of the
                  Subsidiary Borrowers hereunder and shall execute and deliver
                  to the Agent any and all other agreements, documents,
                  instruments and financing statements necessary to grant to the
                  Agent a first priority perfected lien in such Foreign
                  Subsidiary's assets to secure its guarantee obligations. In
                  addition, the Company and its Subsidiaries shall (unless
                  otherwise previously agreed to in writing by the Agent),
                  immediately upon the creation or acquisition of such Foreign
                  Subsidiary, pledge 66% of such Foreign Subsidiary's capital
                  stock to the Agent for the benefit of the Agent and the Banks.

                           9.5.2. DISPOSITION OF ASSETS.  The Borrowers will
                  not, and will not permit any of their Subsidiaries to, become
                  a party to or agree to or effect any Asset Sale or other
                  disposition of assets, other than (a) the sale of inventory,
                  the sale or other disposition of doubtful, bad, overdue or
                  defaulted receivables (that does not constitute a financing
                  arrangement), the licensing of intellectual property, the
                  disposition of obsolete assets, and the sale or transfer of
                  assets between Subsidiary Borrowers, in each case in the
                  ordinary course of business, (b) the sale of assets (which may
                  include the assets of Borrowers' commercial, industrial or
                  pump business lines) in arms-length transactions for fair and
                  reasonable value, provided that, with respect to this clause
                  (b) (i) no Default or Event of Default shall have occurred and
                  be continuing at the time of such sale and no Default or Event
                  of Default will exist after giving effect to such Asset Sale;
                  (ii) at least seventy five percent (75%) of the purchase price
                  for such assets is received in cash and the Net Cash Sale
                  Proceeds from such sales are applied as provided in
                  ss.ss.2.12.2 and 3.3.3 hereof, (iii) any promissory note or
                  other instrument received by the Company or any of its
                  Subsidiaries in connection with such sale is an Investment
                  permitted by ss.9.3 hereof, and the Company or such
                  Subsidiary, as applicable, has delivered such promissory note
                  or other instrument to the Agent to be held in pledge for the
                  benefit of itself and the Banks in accordance with the terms
                  of the Loan Documents; (iv) the aggregate value of all assets
                  sold in any Asset Sale is not more than $10,000,000 in any
                  fiscal year and (v) the Company shall have delivered to the
                  Agent on the date of such sale a certificate signed by an
                  authorized officer of the Company and evidence satisfactory to
                  the Agent showing compliance with the provisions of clauses
                  (i) through (iv) of this ss.9.5.2 and (c) the sale by the
                  Company of certain real property located in Milford,
                  Massachusetts which is subsequently leased by the Company or
                  any Subsidiary, provided, no Default or Event of Default has
                  occurred and is continuing or would exist as a result thereof
                  and the aggregate sale price does not exceed $1,500,000.

                           Notwithstanding anything to the contrary contained in
                  this ss.9.5, neither the Company nor any of its Subsidiaries
                  shall be permitted to dispose of any assets or take (or omit
                  to take) any action in connection with any Asset Sale or





<PAGE>
                                      -110-


                  other asset disposition or engage in any other transaction
                  which action (or omission) would require or result in any
                  repayment, repurchase or redemption (or any mandatory offer to
                  repay, repurchase or redeem) by the Company or any of its
                  Subsidiaries of the Subordinated Notes pursuant to the
                  Subordinated Indenture.

                  9.6. SALE AND LEASEBACK.  Except as permitted by ss.9.5.2, the
         Borrowers will not, and will not permit any of their Subsidiaries to,
         enter into any arrangement, directly or indirectly, whereby such
         Borrower or any Subsidiary of such Borrower shall sell or transfer any
         property owned by it in order then or thereafter to lease such property
         or lease other property that such Borrower or any Subsidiary of such
         Borrower intends to use for substantially the same purpose as the
         property being sold or transferred.

                  9.7. COMPLIANCE WITH ENVIRONMENTAL LAWS.  The Borrowers will
         not, and will not permit any of their Subsidiaries to, (a) use any of
         the Real Estate or any portion thereof for the handling, processing,
         storage or disposal of Hazardous Substances, (b) cause or permit to be
         located on any of the Real Estate any underground tank or other
         underground storage receptacle for Hazardous Substances, (c) generate
         any Hazardous Substances on any of the Real Estate, (d) conduct any
         activity at any Real Estate or use any Real Estate in any manner so as
         to cause a release (i.e. releasing, spilling, leaking, pumping,
         pouring, emitting, emptying, discharging, injecting, escaping,
         leaching, disposing or dumping) or threatened release of Hazardous
         Substances on, upon or into the Real Estate or (e) otherwise conduct
         any activity at any Real Estate or use any Real Estate, each in any
         manner that would violate any Environmental Law or bring such Real
         Estate in violation of any Environmental Law, except where such
         noncompliance would not have a Material Adverse Effect.

                  9.8. SUBORDINATED DEBT.  The Company will not, and will not
         permit any of its Subsidiaries to, amend, supplement or otherwise
         modify the terms of any of the Subordinated Debt Documents or prepay,
         redeem or repurchase (or offer to prepay, redeem or repurchase) any of
         the Subordinated Debt; provided, however, so long as no Default or
         Event of Default has occurred and is continuing or would exist as
         result thereof, the Company shall be permitted to (a) use any Net Cash
         Proceeds received from its Initial Public Offering and subsequent
         public offerings of its capital stock which it is not otherwise
         required pursuant to the terms of the Credit Agreement to apply to the
         repayment of the Loans and the reduction of the Total Commitment
         pursuant to ss.ss. 2.12.2 and 3.3.3 hereof to prepay, redeem and
         repurchase the Subordinated Debt and (b) consummate the Required
         Repurchase and any Permitted Repurchase.

                  9.9. EMPLOYEE BENEFIT PLANS.  Neither the Borrowers nor any
         ERISA Affiliate will

                  (a) engage in any "prohibited transaction" within the meaning
         of ss.406 of ERISA or ss.4975 of the Code which could reasonably be
         expected to result in a material liability for the Borrower or any of
         its Subsidiaries; or



<PAGE>
                                      -111-


                  (b) permit any Guaranteed Pension Plan to incur an
         "accumulated funding deficiency", as such term is defined in ss.302 of
         ERISA, whether or not such deficiency is or may be waived; or

                  (c) fail to contribute to any Guaranteed Pension Plan to an
         extent which, or terminate any Guaranteed Pension Plan in a manner
         which, could reasonably be expected to result in the imposition of a
         lien or encumbrance on the assets of the Borrower or any of its
         Subsidiaries pursuant to ss.302(f) or ss.4068 of ERISA; or

                  (d) amend any Guaranteed Pension Plan in circumstances
         requiring the posting of security pursuant to ss.307 of ERISA or
         ss.401(a)(29) of the Code; or

                  (e) permit or take any action which would result in the
         aggregate benefit liabilities (with the meaning of ss.4001 of ERISA) of
         all Guaranteed Pension Plans exceeding the value of the aggregate
         assets of such Plans, disregarding for this purpose the benefit
         liabilities and assets of any such Plan with assets in excess of
         benefit liabilities.

                  9.10. BUSINESS ACTIVITIES.  The Borrowers will not, and will
         not permit any of their Subsidiaries to, engage directly or indirectly
         (whether through Subsidiaries or otherwise) in any type of business
         other than the businesses conducted by them on the Closing Date or
         businesses conducted by subjects of Permitted Acquisitions and in
         related businesses.

                  9.11. FISCAL YEAR.  The Borrowers will not, and will not
         permit any of their Subsidiaries to, change the date of the end of its
         fiscal year from that set forth in ss.7.4.1.

                  9.12. TRANSACTIONS WITH AFFILIATES.  Except for the GE Joint
         Venture and Indebtedness owed pursuant to ss.9.1(i), the Borrowers will
         not, and will not permit any of their Subsidiaries to, engage in any
         transaction with any Affiliate (other than for services as employees,
         officers and directors), including any contract, agreement or other
         arrangement providing for the furnishing of services to or by,
         providing for rental of real or personal property to or from, or
         otherwise requiring payments to or from any such Affiliate or, to the
         knowledge of the Borrowers, any corporation, partnership, trust or
         other entity in which any such Affiliate has a substantial interest or
         is an officer, director, trustee or partner, on terms more favorable to
         such Person than would have been obtainable on an arm's-length basis in
         the ordinary course of business.

                  9.13. MODIFICATION OF DOCUMENTS AND CHARTER.  Neither the
         Borrowers nor any of their Subsidiaries will consent to or agree to any
         amendment, supplement or other modification to the Tender Offer
         Documents, the Merger Documents, the Stockholders Agreement, the
         Management Agreement or Subordinated Debt Documents, or other than as
         disclosed on Schedule 1 to the Third Amendment, amend or permit to be
         amended its certificate of incorporation or bylaws, or similar
         organizational documents without the Agent's prior written consent
         unless such change or amendment would not have any material adverse
         effect on the Agent's or the Banks' rights under the Loan



<PAGE>
                                      -112-


         Documents or the Borrowers' or any of their Subsidiaries' obligations
         under the Loan Documents.

                  9.14. UPSTREAM LIMITATIONS.  Neither the Borrowers nor any of
         their Subsidiaries will enter into, or permit any of their Subsidiaries
         to enter into, any agreement, contract or arrangement (other than the
         Credit Agreement and the other Loan Documents) restricting the ability
         of any Subsidiary to pay or make dividends or distributions in cash or
         kind, to make loans, advances or other payments of whatsoever nature or
         to make transfers or distributions of all or any part of its assets to
         any Borrower or any Guarantor.

                  9.15. INCONSISTENT AGREEMENTS.  Neither the Borrowers nor any
         of their Subsidiaries will, nor will they permit their Subsidiaries to,
         enter into any agreement containing any provision which would be
         violated or breached by the performance by such Borrower or such
         Subsidiary of its obligations hereunder or under any of the Loan
         Documents.

                  9.16. SENIOR DEBT.  The Company and its Subsidiaries will not
         (a) in any manner designate or permit to exist any other Indebtedness
         of the Company or any of its Subsidiaries as "Designated Senior Debt"
         for purposes (and as defined in) of the Subordinated Indenture, other
         than the Indebtedness arising under this Credit Agreement and the
         Guaranty, or (b) incur or permit to exist any "Senior Debt" as such
         term is defined in the Subordinated Indenture, other than the
         Indebtedness arising or permitted under this Credit Agreement and the
         Guaranty and the other Obligations.

                  9.17. LIMITATIONS ON FOREIGN EXCHANGE ARRANGEMENTS.  The
         Company will not and will not permit any of its Subsidiaries to enter
         into any interest rate hedging or risk protection arrangements, foreign
         exchange risk protection arrangements, or currency risk protection
         arrangements which are not in the ordinary course of business or are
         for speculative purposes.

                  9.18. BANK ACCOUNTS.  The Company will not, and will not
         permit any of the other Borrowers or Guarantors to, (a) establish any
         bank accounts other than those Local Accounts, Interim Concentration
         Accounts and other accounts, all listed on Schedule 7.20, without the
         Agent's prior written consent, (b) violate directly or indirectly any
         Agency Account Agreement or other bank agency or lock box agreement in
         favor of the Agent for the benefit of the Banks and the Agent with
         respect to such account, or (c) deposit into any of the payroll
         accounts listed on Schedule 7.20 any amounts in excess of amounts
         necessary to pay current payroll obligations from such accounts or
         deposit into the account designated as the "rebate account" on Schedule
         7.20 hereto any amounts in excess of $15,000.


         10. FINANCIAL COVENANTS OF THE BORROWERS.

                  Each of the Borrowers covenants and agrees that, so long as
         any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note or
         loan account is



<PAGE>
                                      -113-


         outstanding or any Bank has any obligation to make any Loans or the
         Agent has any obligation to issue, extend or renew any Letters of
         Credit:

                  10.1. LEVERAGE RATIO.  The Borrowers will not as of the end of
         any fiscal quarter ending on any date described in the table set forth
         below, permit the Leverage Ratio to exceed the ratio set forth opposite
         such period in such table:

<TABLE>
<CAPTION>
                                    Period                                            Ratio
                                    ------                                            -----

<S>                                                                              <C>
                  December 31, 2001                                               6.90:1.00

                  March 31, 2002                                                  6.20:1.00

                  June 30, 2002                                                   6.45:1.00

                  September 30, 2002                                              6.42:1.00

                  December 31, 2002                                               5.85:1.00

                  March 31, 2003                                                  5.85:1.00

                  June 30, 2003                                                   5.70:1.00

                  September 30, 2003                                              5.47:1.00

                  December 31, 2003                                               5.17:1.00

                  March 31, 2004                                                  5.15:1.00

                  June 30, 2004                                                   5.10:1.00

                  Any fiscal quarter ending thereafter                            4.50:1.00

</TABLE>

                  10.2. INTEREST COVERAGE RATIO.  The Borrowers will not, as of
         the end of any fiscal quarter ending on any date described in the table
         set forth below, permit the Interest Coverage Ratio to be less than the
         ratio set forth opposite such period in such table:

<TABLE>
<CAPTION>
                                    Period                                            Ratio
                                    ------                                            -----
<S>                                                                             <C>
                 December 31, 2001                                               1.38:1.00

                 March 31, 2002                                                  1.60:1.00

                 June 30, 2002                                                   1.60:1.00

                 September 30, 2002                                              1.70:1.00

                 December 31, 2002                                               1.95:1.00

                 March 31, 2003                                                  2.00:1.00

                 June 30, 2003                                                   2.02:1.00

                 September 30, 2003                                             2.075:1.00

                 December 31, 2003                                               2.15:1.00

                 March 31, 2004                                                  2.15:1.00

                 June 30, 2004                                                   2.15:1.00

                 Any fiscal quarter ending thereafter                            2.25:1.00
</TABLE>


<PAGE>
                                      -114-


                  10.3. FIXED CHARGE COVERAGE RATIO.  The Borrowers will not, as
         of the end of any fiscal quarter ending on any date described in the
         table set forth below, permit the Fixed Charge Coverage Ratio to be
         less than the ratio set forth opposite such period in such table:

<TABLE>
<CAPTION>
                                    Period                                            Ratio
                                    ------                                            -----

<S>                                                                            <C>
                 December 31, 2001                                               0.70:1.00

                 March 31, 2002                                                  0.75:1.00

                 June 30, 2002                                                   0.70:1.00

                 September 30, 2002                                              0.70:1.00

                 December 31, 2002                                              0.925:1.00

                 March 31, 2003                                                 0.925:1.00

                 June 30, 2003                                                  0.925:1.00

                 September 30, 2003                                             0.975:1.00

                 Any fiscal quarter ending thereafter                            1.00:1.00
</TABLE>


                  10.4.  CAPITAL EXPENDITURES.  The Borrowers will not make, or
         permit any Subsidiary of such Borrower to make, Capital Expenditures
         (including, without limitation, any Capital Expenditures made by the
         Company or any Subsidiary in connection with any joint venture
         entities) that exceed, in the aggregate (a) $19,000,000 (of which not
         more than $13,000,000 shall be attributable to Capital Expenditures
         made in connection with the Company's operations in China) during the
         2001 fiscal year and (b) $17,000,000 (of which not more than
         $13,000,000 shall be attributable to Capital Expenditures made in
         connection with the Company's operations in China) during any
         subsequent fiscal year. However, except for the 2001 fiscal year,
         $1,000,000 of Capital Expenditures not spent in a given year may be
         carried over and added to the Capital Expenditures permitted only for
         the immediately following year (after first utilizing the amount of
         Capital Expenditures permitted for such fiscal year), each such carry
         over not to exceed one year.


         11. CLOSING CONDITIONS.

         The obligations to make the initial Loans to the Borrowers and of the
Agent to issue any initial Letters of Credit for the account of the Borrowers
shall be subject to the satisfaction of the following conditions precedent on or
prior to Closing Date, which conditions were satisfied or waived on the Closing
Date:

                  11.1. LOAN DOCUMENTS, ETC.

                           11.1.1. Loan Documents.  Each of the Loan Documents
                  [other than certain of the Foreign Security Documents] shall
                  have been duly executed and delivered by the respective
                  parties thereto, shall be in full force and effect and shall
                  be in form and substance satisfactory to each of the Banks.
                  Each Bank shall have received a fully executed copy of each
                  such document.



<PAGE>
                                      -115-


                           11.1.2. TENDER OFFER DOCUMENTS.  The Agent shall have
                  received evidence satisfactory to it that the Tender Offer has
                  been consummated in accordance with the terms of the Tender
                  Offer Documents, and that at least 70% of the outstanding
                  shares of Rival have been validly tendered and not withdrawn.
                  Each Bank shall have received final copies of each of the
                  Tender Offer Documents.

                           11.1.3. MERGER DOCUMENTS.  The Agent shall have
                  received evidence that each of the Merger Documents shall have
                  been duly executed and delivered by the respective parties
                  thereto, and shall be in full force and effect. Each Bank
                  shall have received a fully executed copy of each such
                  document.

                           11.1.4. SUBORDINATED DEBT DOCUMENTS.  Each of the
                  Subordinated Debt Documents shall have been duly executed and
                  delivered by the respective parties thereto, shall be in full
                  force and effect, and shall be in form and substance
                  satisfactory to the Agent. Each Bank shall have received a
                  fully executed copy of each such document.

                  11.2. CERTIFIED COPIES OF CHARTER DOCUMENTS.  Each of the
         Banks shall have received from the Company and each of its Subsidiaries
         a copy, certified by a duly authorized officer of such Person to be
         true and complete on the Closing Date, of each of (a) its charter or
         other incorporation documents as in effect on such date of
         certification, and (b) its by-laws as in effect on such date.

                  11.3. CORPORATE ACTION.  All corporate action necessary for
         the valid execution, delivery and performance by the Borrowers and each
         of their Subsidiaries of this Credit Agreement and the other Loan
         Documents to which it is or is to become a party shall have been duly
         and effectively taken, and evidence thereof satisfactory to the Banks
         shall have been provided to each of the Banks.

                  11.4. INCUMBENCY CERTIFICATE.  Each of the Banks shall have
         received from each of the Borrowers and each of the Guarantors an
         incumbency certificate, dated as of the Closing Date, signed by a duly
         authorized officer of such Borrower or such Guarantor, and giving the
         name and bearing a specimen signature of each individual who shall be
         authorized: (a) to sign, in the name and on behalf of each of such
         Borrower or such Guarantor, each of the Loan Documents to which such
         Borrower or such Guarantor is or is to become a party; (b) in the case
         of the Borrowers, to make Loan Requests and Conversion Requests and, in
         the case of the Company, to apply for Letters of Credit; and (c) to
         give notices and to take other action on its behalf under the Loan
         Documents.

                  11.5. VALIDITY OF LIENS.  The Security Documents other than
         certain of the Foreign Security Documents shall be effective to create
         in favor of the Agent a legal, valid and enforceable first (except for
         Permitted Liens entitled to priority under applicable law) security
         interest in and lien upon the Collateral. All filings, recordings,
         deliveries of instruments and other actions necessary or desirable in
         the opinion of the Agent to protect and preserve such security
         interests shall have been duly effected. The



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                                      -116-


         Agent shall have received evidence thereof in form and substance
         satisfactory to the Agent.

                  11.6. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS.  The
         Agent shall have received from each of the Borrowers and the Guarantors
         a completed and fully executed Perfection Certificate and the results
         of UCC searches with respect to the Collateral, indicating no liens
         other than Permitted Liens and otherwise in form and substance
         satisfactory to the Agent.

                  11.7. CERTIFICATES OF INSURANCE.  The Agent shall have
         received (a) a certificate of insurance from an independent insurance
         broker dated as of the Closing Date, identifying insurers, types of
         insurance, insurance limits, and policy terms, and otherwise describing
         the insurance obtained in accordance with the provisions of the
         Security Agreements and (b) certified copies of all policies evidencing
         such insurance (or certificates therefore signed by the insurer or an
         agent authorized to bind the insurer).

                  11.8. HAZARDOUS WASTE ASSESSMENTS.  The Agent shall have
         received hazardous waste site assessments from environmental engineers
         and in form and substance reasonably satisfactory to the Agent,
         covering substantially all Real Estate and all other real property in
         respect of which any Borrower or any of its Subsidiaries may have
         ,material liability, whether contingent or otherwise, for dumping or
         disposal of Hazardous Substances.

                  11.9. SOLVENCY OPINION.  Each of the Banks shall have received
         a copy of an opinion from Valuation Research dated not less than three
         (3) days prior to the Closing Date, describing in detail the solvency
         of the Company and its Subsidiaries after the consummation of the
         transactions contemplated herein (including an opinion of regarding the
         Company and its Subsidiaries both before and after giving effect to the
         Merger) and in form and substances satisfactory to the Banks.

                  11.10. OPINIONS OF COUNSEL.  Each of the Banks and the Agent
         shall have received favorable legal opinions addressed to the Banks and
         the Agent, dated as of the Closing Date, in form and substance
         satisfactory to the Banks and the Agent, from Posternak, Blankstein &
         Lund, L.L.P., counsel to the Company and its Subsidiaries and such
         other counsel as the Agent and the Banks may reasonably request.

                  11.11. PAYMENT OF FEES.  The Company shall have paid to the
         Banks or the Agent, as appropriate, the closing fees and the Agent's
         Fee as contemplated by the Fee Letter.

                  11.12. PAYOFF LETTER.  The Agent shall have received
         appropriate payoff letters, termination letters and collateral
         discharges in form and substance satisfactory to the Agent from holders
         of existing Indebtedness of the Borrowers and their Subsidiaries not
         otherwise permitted hereunder.

                  11.13. DISBURSEMENT INSTRUCTIONS.  The Agent shall have
         received disbursement instructions from the Company with respect to the
         proceeds of the initial Loans.

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                                      -117-


          11.14. CAPITALIZATION. The Agent and the Banks shall have received
     evidence satisfactory to the Agent and the Banks that (a) the Company shall
     have received an equity investment of not less than $50,000,000 in cash
     from Berkshire Fund IV, Berkshire Fund V, their affiliates and certain
     other investors, in each case on terms and conditions which are
     satisfactory to the Agent in all respects and (b) the Company shall have
     received the gross proceeds from the New Subordinated Notes in an aggregate
     amount of not less than $30,000,000.

          11.15. CONSENTS AND APPROVALS. The Agent shall have received evidence
     that all consents and approvals necessary to complete the Tender Offer and
     all transactions contemplated hereby have been obtained.

          11.16. CLOSING DATE LEVERAGE RATIO. The Company shall provide the
     Agent with evidence satisfactory to the Agent that the Leverage Ratio on
     the Closing Date (after giving effect to all amounts to be borrowed on the
     Closing Date) is not greater than 5.75:1.00.

          11.17. AVAILABILITY. The Agent shall have received evidence that on
     the Closing Date, after giving effect to the transactions contemplated
     hereby (including, without limitation, after giving effect to all
     borrowings under the Credit Agreement), the Borrowers will have unused
     availability under the Credit Agreement of not less than $50,000,000.

          11.18. TENDER OFFER/MERGER. The Company and Moriarty Acquisition Corp.
     shall cause the Merger to be consummated on the Closing Date and the Agent
     shall have received evidence satisfactory to it of the consummation of the
     Merger.

          11.19. CONDITIONS TO FUNDING TO FOREIGN BORROWERS. Each of the
     following shall have been satisfied: (a) each of the Foreign Security
     Documents shall have been duly executed and delivered by the respective
     parties thereto, shall be in full force and effect and shall be in form and
     substance satisfactory to each of the Banks, and each Bank shall have
     received a fully executed copy of each such document; (b) the Foreign
     Security Documents shall be effective to create in favor of the Agent a
     legal, valid and enforceable first (except for Permitted Liens entitled to
     priority under applicable law) security interest in and lien upon the
     Collateral, and all filings, recordings, deliveries of instruments and
     other actions necessary or desirable in the opinion of the Agent to protect
     and preserve such security interests shall have been duly effected, with
     the Agent having received evidence thereof in form and substance
     satisfactory to the Agent; and (c) each of the Banks and the Agent shall
     have received favorable legal opinions addressed to the Banks and the
     Agent, dated as of the Closing Date, in form and substance satisfactory to
     the Banks and the Agent from each of the local counsel to the Subsidiary
     Borrowers.

          11.20. SURVEY AND TAXES. The Agent shall have received (i) a Survey of
     each Mortgaged Property together with a Surveyor Certificate relating
     thereto (to the extent such Surveys and Surveyor Certificates exist at the
     Closing Date) and (ii) evidence of

<PAGE>

                                     -118-

     payment of real estate taxes and municipal charges on all Real Estate
     not delinquent on or before the Closing Date.

          11.21. TITLE INSURANCE. The Agent shall have received a Title Policy
     covering each Mortgaged Property (or commitments to issue such policies,
     with all conditions to issuance of the Title Policy deleted by an
     authorized agent of the Title Insurance Company) together with proof of
     payment of all fees and premiums for such policies, from the Title
     Insurance Company and in amounts reasonably satisfactory to the Agent,
     insuring the interest of the Agent and each of the Banks as mortgagee under
     the Mortgages.

     12. CONDITIONS TO ALL BORROWINGS.

     The obligations of the Banks to make Loans and of the Agent to issue,
extend or renew any Letter of Credit, in each case whether on or after the
Closing Date, shall also be subject to the satisfaction of the following
conditions precedent:

          12.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
     representations and warranties of any of the Borrowers and their
     Subsidiaries contained in this Credit Agreement, the other Loan Documents
     and in the Merger Documents, or in any document or instrument delivered
     pursuant to or in connection with this Credit Agreement shall be true as of
     the date as of which they were made and shall also be true at and as of the
     time of the making of any Loan, or the issuance, extension or renewal of
     such Letter of Credit, with the same effect as if made at and as of that
     time (except to the extent of changes resulting from transactions
     contemplated or permitted by this Credit Agreement and the other Loan
     Documents and changes occurring in the ordinary course of business that
     singly or in the aggregate are not materially adverse to the Company and
     its Subsidiaries taken as a whole, and to the extent that such
     representations and warranties relate expressly to an earlier date) and no
     Default or Event of Default shall have occurred and be continuing.

          12.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
     regulations thereunder or interpretations thereof that in the reasonable
     opinion of any Bank would make it illegal for such Bank to make Loans, or
     to participate in the issuance, extension or renewal of such Letter of
     Credit or in the reasonable opinion of the Agent would make it illegal for
     the Agent to issue, extend or renew such Letter of Credit.

          12.3. GOVERNMENTAL REGULATION. Each Bank shall have received such
     statements in substance and form reasonably satisfactory to such Bank as
     such Bank shall require for the purpose of compliance with any applicable
     regulations of the Comptroller of the Currency or the Board of Governors of
     the Federal Reserve System.

          12.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
     the transactions contemplated by this Credit Agreement, the other Loan
     Documents and all other documents incident thereto shall be satisfactory in
     substance and in form to the Banks and to the Agent and the Agent's Special
     Counsel, and the Banks, the Agent and

<PAGE>
                                     -119-

     such counsel shall have received all information and such counterpart
     originals or certified or other copies of such documents as the Agent may
     reasonably request.

          12.5. EXCHANGE LIMITATIONS. There exists no reason whatsoever,
     including without limitation, by reason of the application of any so-called
     "currency exchange" laws or regulations (as in effect at the time of any
     proposed borrowing hereunder) which could reasonably be expected to
     interfere with any Borrower satisfying any of its Obligations hereunder in
     full at such time as such Obligations become due and payable pursuant to
     the terms hereof.

          12.6. INDENTURE COMPLIANCE. The Agent shall have received a
     certificate from the Company certifying that the Loan being requested may
     be incurred in compliance with the covenant set forth in ss.4.09 of the
     Subordinated Indenture, together with such evidence and calculations
     demonstrating the satisfaction of such covenant as the Agent may reasonably
     request.

     13. EVENTS OF DEFAULT; ACCELERATION; ETC.

          13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
     events ("Events of Default" or, if the giving of notice or the lapse of
     time or both is required, then, prior to such notice or lapse of time,
     "Defaults") shall occur:

          (a) any Borrower shall fail to pay any principal of the Loans or any
     Reimbursement Obligation when the same shall become due and payable,
     whether at the stated date of maturity or any accelerated date of maturity
     or at any other date fixed for payment;

          (b) any Borrower shall fail to pay any interest on the Loans, the
     commitment fee, any Letter of Credit Fee, the Agent's Fee, or other sums
     due hereunder or under any of the other Loan Documents, when the same shall
     become due and payable, whether at the stated date of maturity or any
     accelerated date of maturity or at any other date fixed for payment, and
     such failure shall continue for three (3) days;

          (c) any Borrower shall fail to comply with any of its covenants
     contained in ss.ss.8.1 (but subject to ss.13.1(b) above)-8.4, 8.5.1, 8.5.5,
     8.7, 8.9, 8.10-8.12, 8.15-8.17, 8.21, 8.24-8.27, 9.1-9.6, 9.8, 9.10-9.18 or
     10;

          (d) any Borrower or any of its Subsidiaries shall fail to perform any
     term, covenant or agreement contained herein or in any of the other Loan
     Documents (other than those specified elsewhere in this ss.13.1) for thirty
     (30) days after written notice of such failure has been given to the
     Borrower by the Agent;

          (e) any representation or warranty of any Borrower or any of its
     Subsidiaries in this Credit Agreement or any of the other Loan Documents,
     or in any of the Subordinated Debt Documents or in any other document or
     instrument delivered pursuant to or in connection with this Credit
     Agreement or any of the other Loan Documents or of Holmes or MAC in the
     Tender Offer Documents or Merger Documents

<PAGE>
                                     -120-

     shall prove to have been false in any material respect upon the date when
     made or deemed to have been made or repeated;

          (f) any Borrower or any of its Subsidiaries shall fail to pay at
     maturity, or within any applicable period of grace, any obligation for
     borrowed money or credit received or in respect of any Capitalized Leases
     in an aggregate amount in excess of $2,000,000, or fail to observe or
     perform any material term, covenant or agreement contained in any agreement
     by which it is bound, evidencing or securing borrowed money or credit
     received or in respect of any Capitalized Leases in an aggregate amount in
     excess of $2,000,000 for such period of time as would permit (assuming the
     giving of appropriate notice if required) the holder or holders thereof or
     of any obligations issued thereunder to accelerate the maturity thereof;

          (g) any Borrower or any of its Subsidiaries shall make an assignment
     for the benefit of creditors, or admit in writing its inability to pay or
     generally fail to pay its debts as they mature or become due, or shall
     petition or apply for the appointment of a trustee or other custodian,
     liquidator or receiver of any Borrower or any of its Subsidiaries or of any
     substantial part of the assets of any Borrower or any of its Subsidiaries
     or shall commence any case or other proceeding relating to any Borrower or
     any of its Subsidiaries under any bankruptcy, reorganization, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation or similar law
     of any jurisdiction, now or hereafter in effect, or shall take any action
     to authorize or in furtherance of any of the foregoing, or if any such
     petition or application shall be filed or any such case or other proceeding
     shall be commenced against any Borrower or any of its Subsidiaries and such
     Borrower or any of its Subsidiaries shall indicate its approval thereof,
     consent thereto or acquiescence therein or such petition or application
     shall not have been dismissed within forty-five (45) days following the
     filing thereof;

          (h) a decree or order is entered appointing any such trustee,
     custodian, liquidator or receiver or adjudicating any Borrower or any of
     its Subsidiaries bankrupt or insolvent, or approving a petition in any such
     case or other proceeding, or a decree or order for relief is entered in
     respect of any Borrower or any Subsidiary of such Borrower in an
     involuntary case under federal bankruptcy laws as now or hereafter
     constituted;

          (i) there shall remain in force, undischarged, unsatisfied and
     unstayed, for more than thirty days, whether or not consecutive, any final
     judgment against any Borrower or any of its Subsidiaries that, with other
     outstanding final judgments, undischarged, against such Borrower or any of
     its Subsidiaries exceeds in the aggregate $1,000,000;

          (j) the holders of all or any part of the Subordinated Debt shall
     accelerate the maturity of all or any part of the Subordinated Debt or,
     except as expressly permitted by ss.9.8, the Subordinated Debt shall be (or
     shall be required at such time to be) prepaid, redeemed or repurchased in
     whole or in part; or the Company or any of its Subsidiaries shall be or
     become required under the Subordinated Indenture to prepay, redeem or
     repurchase (or shall be or become required thereunder to offer to prepay,
     redeem or repurchase) all or any part of the Subordinated Debt;


<PAGE>
                                     -121-

          (k) if any of the Loan Documents shall be cancelled, terminated,
     revoked or rescinded or the Agent's security interests, mortgages or liens
     in a substantial portion of the Collateral shall cease to be perfected, or
     shall cease to have the priority contemplated by the Security Documents, in
     each case otherwise than in accordance with the terms thereof or with the
     express prior written agreement, consent or approval of the Banks, or any
     action at law, suit or in equity or other legal proceeding to cancel,
     revoke or rescind any of the Loan Documents shall be commenced by or on
     behalf of any Borrower or any of its Subsidiaries party thereto or any of
     their respective stockholders, or any court or any other governmental or
     regulatory authority or agency of competent jurisdiction shall make a
     determination that, or issue a judgment, order, decree or ruling to the
     effect that, any one or more of the Loan Documents is illegal, invalid or
     unenforceable in accordance with the terms thereof;

          (l) any Borrower or any of its Subsidiaries incurs any liability to
     the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
     aggregate amount exceeding $1,000,000, or any Borrower or any of its
     Subsidiaries is assessed withdrawal liability pursuant to Title IV of ERISA
     by a Multiemployer Plan requiring aggregate annual payments exceeding
     $1,000,000, or any of the following occurs with respect to a Guaranteed
     Pension Plan: (i) an ERISA Reportable Event, a failure to make a required
     installment or other payment (within the meaning of ss.302(f)(1) of ERISA),
     an ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension
     Plan pursuant to Title IV of ERISA or is assessed withdrawal liability
     pursuant to Title IV of ERISA, provided that the Agent determines in its
     reasonable discretion that such event (A) could reasonably be expected to
     result in liability of the Borrowers or any of their Subsidiaries to the
     PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding
     $1,000,000 and (B) could constitute grounds for the termination of such
     Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate
     United States District Court of a trustee to administer such Guaranteed
     Pension Plan or for the imposition of a lien in favor of such Guaranteed
     Pension Plan; or (ii) the appointment by a United States District Court of
     a trustee to administer such Guaranteed Pension Plan; or (iii) the
     institution by the PBGC of proceedings to terminate such Guaranteed Pension
     Plan;

          (m) any Borrower or any of its Subsidiaries shall be enjoined,
     restrained or in any way prevented by the order of any court or any
     administrative or regulatory agency from conducting any material part of
     its business, such order shall continue in effect for more than thirty (30)
     days and the result of which could reasonably be expected to have a
     Material Adverse Effect;

          (n) there shall occur any material damage to, or loss, theft or
     destruction of, any Collateral, whether or not insured, or any strike,
     lockout, labor dispute, embargo, condemnation, act of God or public enemy,
     or other casualty, which in any such case causes, for more than fifteen
     (15) consecutive days, the cessation or substantial curtailment of revenue
     producing activities at any facility of any Borrower or any of its
     Subsidiaries if, such event or circumstance is not covered by business
     interruption insurance and would have a Material Adverse Effect,

<PAGE>
                                     -122-

          (o) there shall occur the loss, suspension or revocation of, or
     failure to renew, any license or permit now held or hereafter acquired by
     any Borrower or any of its Subsidiaries if such loss, suspension,
     revocation or failure to renew would have a Material Adverse Effect;

          (p) the Company shall at any time, legally or beneficially own less
     than (i) 100% of the capital stock of each of its Subsidiaries existing on
     the Closing Date (except that, prior to the Merger Effective Date, the
     Company shall own not less than 70% of the capital stock of Rival), or (ii)
     80% of the capital stock of any Subsidiary acquired or formed after the
     Closing Date;

          (q) a Change of Control (as such term is defined in the Subordinated
     Indenture) occurs; or

          (r) prior to the Initial Public Offering, the Principals shall at any
     time, legally or beneficially own less than 51% of the capital stock of the
     Company, as adjusted pursuant to any stock split, stock dividend or
     recapitalization or reclassification of the capital of the Company and
     after the Initial Public Offering, any person or group of persons (within
     the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
     amended) other than the Principals shall have acquired beneficial ownership
     (within the meaning of Rule 13d-3 promulgated by the Securities and
     Exchange Commission under said Act) of twenty five percent (25%) or more of
     the outstanding shares of common stock of the Company or, at any time, more
     than a majority of the members of the Board of Directors of the Company are
     not Continuing Directors.

     then, and in any such event, so long as the same may be continuing, the
     Agent, upon the request of the Majority Banks shall, by notice in writing
     to the Company declare all amounts owing with respect to this Credit
     Agreement, the Notes and the other Loan Documents and all Reimbursement
     Obligations to be, and they shall thereupon forthwith become, immediately
     due and payable without presentment, demand, protest or other notice of any
     kind, all of which are hereby expressly waived by the Borrowers; provided
     that in the event of any Event of Default specified in ss.ss.13.1(g),
     13.1(h) or 13.1(j)), all such amounts shall become immediately due and
     payable automatically and without any requirement of notice from the Agent
     or any Bank.

          13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
     Default specified in ss.13.1(g), ss.13.1(h) or ss.13.1(j)) shall occur, any
     unused portion of the credit hereunder shall forthwith terminate and each
     of the Banks shall be relieved of all further obligations to make Revolving
     Credit Loans to the Borrowers and the Agent shall be relieved of all
     further obligations to issue, extend or renew Letters of Credit. If any
     other Event of Default shall have occurred and be continuing, or if on any
     Drawdown Date or other date for issuing, extending or renewing any Letter
     of Credit the conditions precedent to the making of the Revolving Credit
     Loans to be made on such Drawdown Date or (as the case may be) to issuing,
     extending or renewing such Letter of Credit on such other date are not
     satisfied, the Agent, upon the request of the Majority Banks, shall, by
     notice to the Company, terminate the unused portion of the credit
     hereunder, and upon such notice being given such unused portion of the
     credit hereunder shall


<PAGE>
                                     -123-

     terminate immediately and each of the Banks shall be relieved of all
     further obligations to make Revolving Credit Loans and the Agent shall be
     relieved of all further obligations to issue, extend or renew Letters of
     Credit. No termination of the credit hereunder shall relieve the Borrowers
     or any of their Subsidiaries of any of the Obligations.

          13.3. REMEDIES. In case any one or more of the Events of Default shall
     have occurred and be continuing, and whether or not the Banks shall have
     accelerated the maturity of the Loans pursuant to ss.13.1, each Bank, if
     owed any amount with respect to the Loans or the Reimbursement Obligations,
     may, with the consent of the Majority Banks but not otherwise, proceed to
     protect and enforce its rights by suit in equity, action at law or other
     appropriate proceeding, whether for the specific performance of any
     covenant or agreement contained in this Credit Agreement and the other Loan
     Documents or any instrument pursuant to which the Obligations to such Bank
     are evidenced, including as permitted by applicable law the obtaining of
     the ex parte appointment of a receiver, and, if such amount shall have
     become due, by declaration or otherwise, proceed to enforce the payment
     thereof or any other legal or equitable right of such Bank. No remedy
     herein conferred upon any Bank or the Agent or the holder of any Note or
     loan account or purchaser of any Letter of Credit Participation is intended
     to be exclusive of any other remedy and each and every remedy shall be
     cumulative and shall be in addition to every other remedy given hereunder
     or now or hereafter existing at law or in equity or by statute or any other
     provision of law.

          13.4. EXCHANGE RATE. If, for the purpose of obtaining judgment in any
     court or obtaining an order enforcing a judgment, it becomes necessary for
     any Bank to convert any amount due to such Bank under this Credit Agreement
     in Dollars or in any other currency (hereinafter in this ss.13.4 called the
     "first currency") into any other currency (hereinafter in this ss.13.4
     called the "second currency"), then the conversion shall be made at such
     Bank's spot rate of exchange for buying the first currency with the second
     currency prevailing at such Bank's close of business on the Business Day
     next preceding the day on which the judgment is given or (as the case may
     be) the order is made. Any payment made to any Bank pursuant to this Credit
     Agreement in the second currency shall constitute a discharge of the
     obligations of the respective Borrower to pay to such Bank any amount
     originally due to such Bank in the first currency under this Credit
     Agreement only to the extent of the amount of the first currency which such
     Bank is able, on the date of the actual receipt by it of such payment in
     any second currency, to purchase, in accordance with such Bank's normal
     banking procedures, with the amount of such second currency so received. If
     the amount of the first currency falls short of the amount originally due
     to such Bank in the first currency under this Credit Agreement, the
     Borrowers hereby agree that they will indemnify such Bank against and save
     such Bank harmless from any shortfall so arising. This indemnity shall
     constitute an obligation of such Borrower separate and independent from the
     other obligations contained in this Credit Agreement, shall give rise to a
     separate and independent cause of action and shall continue in full force
     and effect notwithstanding any judgment or order for a liquidated sum or
     sums in respect of amounts due to such Bank under this Credit Agreement or
     under any such judgment or order. Any such shortfall shall be deemed to
     constitute a loss suffered by such Bank and the Borrowers shall not be

<PAGE>
                                     -124-

     entitled to require any proof or evidence of any actual loss. The covenant
     contained in this ss.13.4 shall survive the payment in full of all of the
     other obligations of the Borrowers under this Credit Agreement.

          13.5. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that,
     following the occurrence or during the continuance of any Default or Event
     of Default, the Agent or any Bank, as the case may be, receives any monies
     in connection with the enforcement of any the Security Documents, or
     otherwise with respect to the realization upon any of the Collateral, such
     monies shall be distributed for application as follows:

          (a) First, to the payment of, or (as the case may be) the
     reimbursement of the Agent for or in respect of all reasonable costs,
     expenses, disbursements and losses which shall have been incurred or
     sustained by the Agent in connection with the collection of such monies by
     the Agent, for the exercise, protection or enforcement by the Agent of all
     or any of the rights, remedies, powers and privileges of the Agent under
     this Credit Agreement or any of the other Loan Documents or in respect of
     the Collateral or in support of any provision of adequate indemnity to the
     Agent against any taxes or liens which by law shall have, or may have,
     priority over the rights of the Agent to such monies;

          (b) Second, to all other Obligations other than the Subdebt Funding
     Loans in such order or preference as to type of Obligations (such as
     interest, principal, fees and expenses) as the Majority Banks may
     determine; provided, however, that (i) distributions shall be made (A) pari
     passu among Obligations with respect to the Agent's fee payable pursuant to
     ss.5.2 and all other Obligations and (B) with respect to each type of
     Obligation owing to the Banks, such as interest, principal, fees and
     expenses, among the Banks pro rata in accordance with the principal amount
     of each Bank's outstanding Notes, provided, however, the Revolving Banks
     hereby agree that as to the application of any amounts to the Revolving
     Credit Loans, such amounts shall be applied first to repay any Revolver A
     Exposure in an amount in excess of the Maximum Initial Amount, second to
     repay the outstanding amount of the Revolving Credit B Loans other than the
     Subdebt Funding Loans, third to repay the remaining Revolver A Exposure;

          (c) Third, to the Subdebt Funding Loans and all other Obligations
     arising thereunder;

          (d) Fourth, upon payment and satisfaction in full or other provisions
     for payment in full satisfactory to the Banks and the Agent of all of the
     Obligations, to the payment of any obligations required to be paid pursuant
     to ss.9-504(l)(c) of the Uniform Commercial Code of the Commonwealth of
     Massachusetts; and

          (e) Fifth, the excess, if any, shall be returned to the Borrowers or
     to such other Persons as are entitled thereto.

     SS.13.6.  TRUE UP.
<PAGE>
                                     -125-

     (a) The provisions of this ss.13.6 apply in the event that the Company or
Rival becomes a debtor under the federal Bankruptcy Code.

     (b) If, on any True Up Date, the Base Percentage of any Bank varies from
the True Up Date Risk Percentage of such Bank, the Banks, on such True Up Date,
will make such acquisitions, dispositions and other arrangements with one
another, whether by way of purchase, sale, participation, contribution,
distribution, pro tanto assumption or assignment of claims, subrogation or
otherwise, as shall result in each Bank's True Up Date Risk Percentage being
equal (as nearly as may be) to such Bank's Base Percentage.

     (c) In the event that any Specified Obligations owed to any Bank on any
True Up Date are contingent and, pursuant to ss.13.6(b), another Bank (an
"Assuming Bank") assumes all or a portion of the liability of such Bank giving
rise to such contingent Specified Obligation, the Assuming Bank agrees to
indemnify and hold the other Bank harmless from any against any loss, cost or
expense sustained or incurred by the other Bank as a result of the failure of
the Assuming Bank to satisfy that liability.

     (d) No assignment by any Bank made pursuant to ss.19 of any of the
Specified Obligations owed to such Bank shall release such Bank from its
obligations to the other Banks under this ss.13.6.

     (e) For the purposes of this ss.13.6, the following terms have the
following meanings:

          (i) "Base Percentage" means, with respect to any Bank, the percentage
     which the Specified Obligations owed to such Bank on March 22, 2002, bears
     to the Specified Obligations owed to all of the Banks on March 22, 2002.

          (ii) "Specified Obligations" means Obligations other than Obligations
     comprising principal of and interest on the Revolving Credit B Loans and
     that portion of the Revolving Credit A Loans which exceed the Maximum
     Initial Amount. The term includes Specified Obligations which, at the time
     of reference, are contingent obligations, such as Letter of Credit
     Participations in Reimbursement Obligations in respect of undrawn Letters
     of Credit.

          (iii) "True Up Date" means (A) 180 days following the date on which a
     petition is filed by or against the Borrower or Rival under the federal
     Bankruptcy Code or, if earlier, the date on which any plan of
     reorganization of the Borrower or Rival under Chapter 11 of the federal
     Bankruptcy Code becomes effective or (B) any later date specified by a Bank
     in a written notice provided to the other Banks and the Agent not less than
     30 days prior to the date specified in such notice and falling not less
     than 180 days after the immediately preceding True Up Date.
<PAGE>
                                     -126-

          (iv) "True Up Date Risk Percentage" means, with respect to any Bank,
     the percentage which the Specified Obligations owed to such Bank on any
     True Up Date bears to the Specified Obligations owed to all of the Banks on
     such True Up Date.

     (f) The provisions of this ss.13.6 shall not be amended or modified without
obtaining the prior written consent of each Bank affected thereby.

     14. SETOFF.

     Regardless of the adequacy of any collateral, during the continuance of any
Event of Default, any deposits or other sums credited by or due from any of the
Banks to any Borrower and any securities or other property of any Borrower in
the possession of such Bank may be applied to or set off by such Bank against
the payment of Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of any Borrower to such Bank. Each of the Banks agrees with
each other Bank that (a) if an amount to be set off is to be applied to
Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by
the Notes or loan accounts held by such Bank or constituting Reimbursement
Obligations owed to such Bank, such amount shall be applied ratably to such
other Indebtedness and to the Indebtedness evidenced by all such Notes and loan
accounts held by such Bank or constituting Reimbursement Obligations owed to
such Bank, and (b) if such Bank shall receive from any Borrower, whether by
voluntary payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Notes or loan accounts held by, or
constituting Reimbursement Obligations owed to, such Bank by proceedings against
such Borrower at law or in equity or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar proceedings, or otherwise,
and shall retain and apply to the payment of the Note or Notes or loan accounts
held by, or Reimbursement Obligations owed to, such Bank any amount in excess of
its ratable portion of the payments received by all of the Banks with respect to
the Notes or loan accounts held by, and Reimbursement Obligations owed to, all
of the Banks, such Bank will make such disposition and arrangements with the
other Banks with respect to such excess, either by way of distribution, pro
tanto assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Notes and loan accounts held by it or
Reimbursement obligations owed it, its proportionate payment as contemplated by
this Credit Agreement; provided that if all or any part of such excess payment
is thereafter recovered from such Bank, such disposition and arrangements shall
be rescinded and the amount restored to the extent of such recovery, but without
interest.

     15. THE AGENT.

          4.1. AUTHORIZATION.

          (a) The Agent is authorized to take such action on behalf of each of
     the Banks and to exercise all such powers as are hereunder and under any of
     the other Loan Documents and any related documents delegated to the Agent,
     together with such powers as are reasonably incident thereto, provided that
     no duties or responsibilities not
<PAGE>
                                     -127-

     expressly assumed herein or therein shall be implied to have been assumed
     by the Agent.

          (b) The relationship between the Agent and each of the Banks is that
     of an independent contractor. The use of the term "Agent" is for
     convenience only and is used to describe, as a form of convention, the
     independent contractual relationship between the Agent and each of the
     Banks. Nothing contained in this Credit Agreement nor the other Loan
     Documents shall be construed to create an agency, trust or other fiduciary
     relationship between the Agent and any of the Banks, except as otherwise
     provided in the Debenture from Holmes UK to the Agent, the Charge Over
     Shares between Holmes Far East, Holmes UK and the Agent and the Guarantee
     from Holmes UK (collectively, the "UK Security Documents") for purposes of
     the Agent acting as collateral trustee thereunder for the Banks. For
     purposes of this ss.15, the term "Agent" shall include the Agent acting in
     its capacity as collateral trustee under the UK Security Documents.

          (c) As an independent contractor empowered by the Banks to exercise
     certain rights and perform certain duties and responsibilities hereunder
     and under the other Loan Documents, the Agent is nevertheless a
     "representative" of the Banks, as that term is defined in Article 1 of the
     Uniform Commercial Code, for purposes of actions for the benefit of the
     Banks and the Agent with respect to all collateral security and guaranties
     contemplated by the Loan Documents. Such actions include the designation of
     the Agent as "secured party", "mortgagee" or the like on all financing
     statements and other documents and instruments, whether recorded or
     otherwise, relating to the attachment, perfection, priority or enforcement
     of any security interests, mortgages or deeds of trust in collateral
     security intended to secure the payment or performance of any of the
     Obligations, all for the benefit of the Banks and the Agent.

          15.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and
     execute its duties by or through employees or agents and shall be entitled
     to take, and to rely on, advice of counsel concerning all matters
     pertaining to its rights and duties under this Credit Agreement and the
     other Loan Documents. The Agent may utilize the services of such Persons as
     the Agent in its sole discretion may reasonably determine, and all
     reasonable fees and expenses of any such Persons shall be paid by the
     Borrowers.

          15.3. NO LIABILITY. Neither the Agent nor any of its shareholders,
     directors, officers or employees nor any other Person assisting them in
     their duties nor any agent or employee thereof, shall be liable for any
     waiver, consent or approval given or any action taken, or omitted to be
     taken, in good faith by it or them hereunder or under any of the other Loan
     Documents, or in connection herewith or therewith, or be responsible for
     the consequences of any oversight or error of judgment whatsoever, except
     that the Agent or such other Person, as the case may be, may be liable for
     losses due to its willful misconduct or gross negligence.

          15.4. NO REPRESENTATIONS.

               15.4.1. GENERAL. The Agent shall not be responsible for the
          execution or validity or enforceability of this Credit Agreement, the
          Notes, the loan accounts,

<PAGE>
                                     -128-

          the Letters of Credit, any of the other Loan Documents or any
          instrument at any time constituting, or intended to constitute,
          collateral security for the Notes and loan accounts, or for the value
          of any such collateral security or for the validity, enforceability or
          collectability of any such amounts owing with respect to the Notes and
          loan accounts or for any recitals or statements, warranties or
          representations made herein or in any of the other Loan Documents or
          in any certificate or instrument hereafter furnished to it by or on
          behalf of any Borrower or any of its Subsidiaries, or be bound to
          ascertain or inquire as to the performance or observance of any of the
          terms, conditions, covenants or agreements herein or in any instrument
          at any time constituting, or intended to constitute, collateral
          security for the Notes and loan accounts or to inspect any of the
          properties, books or records of the Borrower or any of its
          Subsidiaries. The Agent shall not be bound to ascertain whether any
          notice, consent, waiver or request delivered to it by any Borrower or
          any holder of any of the Notes or loan accounts shall have been duly
          authorized or is true, accurate and complete. The Agent has not made
          nor does it now make any representations or warranties, express or
          implied, nor does it assume any liability to the Banks, with respect
          to the credit worthiness or financial conditions of the Borrowers or
          any of their Subsidiaries. Each Bank acknowledges that it has,
          independently and without reliance upon the Agent or any other Bank,
          and based upon such information and documents as it has deemed
          appropriate, made its own credit analysis and decision to enter into
          this Credit Agreement.

               15.4.2. CLOSING DOCUMENTATION, ETC. For purposes of determining
          compliance with the conditions set forth in ss.11, each Bank that has
          executed this Credit Agreement shall be deemed to have consented to,
          approved or accepted, or to be satisfied with, each document and
          matter either sent, or reasonably made available, by the Agent or the
          Arranger for consent, approval, acceptance or satisfaction, or
          required thereunder to be to be consent to or approved by or
          acceptable or satisfactory to such Bank, unless an officer of the
          Agent or the Arranger active upon the Borrowers' account shall have
          received notice from such Bank prior to the Closing Date specifying
          such Bank's objection thereto and such objection shall not have been
          withdrawn by notice to the Agent or the Arranger to such effect on or
          prior to the Closing Date.

          15.5. PAYMENTS.

               15.5.1. PAYMENTS TO AGENT. A payment by any Borrower to the Agent
          hereunder or any of the other Loan Documents for the account of any
          Bank shall constitute a payment to such Bank. The Agent agrees
          promptly to distribute to each Bank such Bank's pro rata share (in
          accordance with such Bank's Commitment Percentage) of payments
          received by the Agent for the account of the Banks except as otherwise
          expressly provided herein or in any of the other Loan Documents.

               15.5.2. DISTRIBUTION BY AGENT. If in the opinion of the Agent the
          distribution of any amount received by it in such capacity hereunder,
          under the
<PAGE>
                                     -129-

          Notes, loan accounts or under any of the other Loan Documents might
          involve it in liability, it may refrain from making distribution until
          its right to make distribution shall have been adjudicated by a court
          of competent jurisdiction. If a court of competent jurisdiction shall
          adjudge that any amount received and distributed by the Agent is to be
          repaid, each Person to whom any such distribution shall have been made
          shall either repay to the Agent its proportionate share of the amount
          so adjudged to be repaid or shall pay over the same in such manner and
          to such Persons as shall be determined by such court.

               15.5.3. DELINQUENT BANKS. Notwithstanding anything to the
          contrary contained in this Credit Agreement or any of the other Loan
          Documents, any Bank that fails (a) to make available to the Agent its
          pro rata share of any Loan or to purchase any Letter of Credit
          Participation or (b) to comply with the provisions of ss.14 with
          respect to making dispositions and arrangements with the other Banks,
          where such Bank's share of any payment received, whether by setoff or
          otherwise, is in excess of its pro rata share of such payments due and
          payable to all of the Banks, in each case as, when and to the full
          extent required by the provisions of this Credit Agreement, shall be
          deemed delinquent (a "Delinquent Bank") and shall be deemed a
          Delinquent Bank until such time as such delinquency is satisfied. A
          Delinquent Bank shall be deemed to have assigned any and all payments
          due to it from the Borrowers, whether on account of outstanding Loans,
          Unpaid Reimbursement Obligations, interest, fees or otherwise to the
          remaining nondelinquent Banks for application to, and reduction of,
          their respective pro rata shares of all outstanding Loans and Unpaid
          Reimbursement Obligations. The Delinquent Bank hereby authorizes the
          Agent to distribute such payments to the nondelinquent Banks in
          proportion to their respective pro rata shares of all outstanding
          Loans and Unpaid Reimbursement Obligations. A Delinquent Bank shall be
          deemed to have satisfied in full a delinquency when and if, as a
          result of application of the assigned payments to all outstanding
          Loans and Unpaid Reimbursement Obligations of the nondelinquent Banks,
          the Banks' respective pro rata shares of all outstanding Loans and
          Unpaid Reimbursement Obligations have returned to those in effect
          immediately prior to such delinquency and without giving effect to the
          nonpayment causing such delinquency.

          15.6. HOLDERS OF NOTES. The Agent may deem and treat the payee of any
     Note or the purchaser of any Letter of Credit Participation as the absolute
     owner or purchaser thereof for all purposes hereof until it shall have been
     furnished in writing with a different name by such payee or by a subsequent
     holder, assignee or transferee.

          15.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
     harmless the Agent and its affiliates from and against any and all claims,
     actions and suits (whether groundless or otherwise), losses, damages,
     costs, expenses (including any expenses for which the Agent or such
     affiliate has not been reimbursed by the Borrowers as required by ss.16),
     and liabilities of every nature and character arising out of or related to
     this Credit Agreement, the Notes, the loan accounts or any of the other
     Loan Documents or the transactions contemplated or evidenced hereby or
     thereby, or the
<PAGE>
                                     -130-

     Agent's actions taken hereunder or thereunder, except to the extent that
     any of the same shall be directly caused by the Agent's willful misconduct
     or gross negligence.

          15.8. AGENT AS BANK. In its individual capacity, Fleet shall have the
     same obligations and the same rights, powers and privileges in respect to
     its Commitment and the Loans made by it, and as the holder of any of the
     Notes, loan accounts and as the purchaser of any Letter of Credit
     Participations, as it would have were it not also the Agent.

          15.9. RESIGNATION. The Agent may resign at any time by giving sixty
     (60) days prior written notice thereof to the Banks and the Company. Upon
     any such resignation, the Majority Banks shall have the right to appoint a
     successor Agent. Unless a Default or Event of Default shall have occurred
     and be continuing, such successor Agent shall be reasonably acceptable to
     the Company. If no successor Agent shall have been so appointed by the
     Majority Banks and shall have accepted such appointment within thirty (30)
     days after the retiring Agent's giving of notice of resignation, then the
     retiring Agent may, on behalf of the Banks, appoint a successor Agent,
     which shall be a financial institution having a rating of not less than A
     or its equivalent by Standard & Poor's Ratings Group. Upon the acceptance
     of any appointment as Agent hereunder by a successor Agent, such successor
     Agent shall thereupon succeed to and become vested with all the rights,
     powers, privileges and duties of the retiring Agent, and the retiring Agent
     shall be discharged from its duties and obligations hereunder. After any
     retiring Agent's resignation, the provisions of this Credit Agreement and
     the other Loan Documents 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.

          15.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank
     hereby agrees that, upon learning of the existence of a Default or an Event
     of Default, it shall promptly notify the Agent thereof. The Agent hereby
     agrees that upon receipt of any notice under this ss.15.10 it shall
     promptly notify the other Banks of the existence of such Default or Event
     of Default.

          15.11. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events
     of Default have occurred and shall be continuing, and whether or not
     acceleration of the Obligations shall have occurred, the Agent shall, if
     (a) so requested by the Majority Banks and (b) the Banks have provided to
     the Agent such additional indemnities and assurances against expenses and
     liabilities as the Agent may reasonably request, proceed to enforce the
     provisions of the Security Documents authorizing the sale or other
     disposition of all or any part of the Collateral and exercise all or any
     such other legal and equitable and other rights or remedies as it may have
     in respect of such Collateral. The Majority Banks may direct the Agent in
     writing as to the method and the extent of any such sale or other
     disposition, the Banks hereby agreeing to indemnify and hold the Agent,
     harmless from all liabilities incurred in respect of all actions taken or
     omitted in accordance with such directions, provided that the Agent need
     not comply with any such direction to the extent that the Agent reasonably
     believes the Agent's compliance with such direction to be unlawful or
     commercially unreasonable in any applicable jurisdiction.
<PAGE>
                                     -131-

          15.12. SPECIAL COVENANT TO PAY. For purposes of the laws of the
     Netherlands and any other non-United States jurisdiction where the
     following shall be necessary to the enforcement of the rights of the Agent
     and the Banks hereunder and under the Loan Documents, the Borrowers
     covenant in favor of the Agent, with the agreement of the Banks, to pay all
     Obligations to the Agent when and to the extent due from such Borrower
     under the terms of the Loan Documents. The Agent shall be deemed with each
     Bank to have the benefit of each and every Obligation of each Borrower
     towards each Bank under any Loan Document, so that accordingly the Agent in
     its individual capacity will have its own independent right to demand
     performance by the relevant Borrower of those Obligations, and such
     Obligations will be discharged by, and to the extent of, any discharge
     thereof either to the Agent in is capacity referred to above or to the
     Agent for itself or to the relevant Bank, as the case may be.

          15.13. DUTIES OF DOCUMENTATION AGENT AND ARRANGER. The parties hereto
     hereby acknowledge and agree that the Documentation Agent and Arranger
     shall have no duties or obligations under this Credit Agreement.

     16. EXPENSES AND INDEMNIFICATION.

          16.1. EXPENSES. The Borrowers agree to pay (a) the reasonable costs of
     producing and reproducing this Credit Agreement, the other Loan Documents
     and the other agreements and instruments mentioned herein, (b) any taxes
     (including any interest and penalties in respect thereto) payable by the
     Agent or any of the Banks (other than taxes based upon the Agent's or any
     Bank's net income) on or with respect to the transactions contemplated by
     this Credit Agreement (the Borrowers hereby agreeing to indemnify the Agent
     and each Bank with respect thereto), (c) the reasonable fees, expenses and
     disbursements of the Agent's Special Counsel, any local or special counsel
     to the Agent incurred in connection with the preparation, syndication,
     administration or interpretation of the Loan Documents and other
     instruments mentioned herein, each closing hereunder, any amendments,
     modifications, approvals, consents or waivers hereto or hereunder, or the
     cancellation of any Loan Document upon payment in full in cash of all of
     the Obligations or pursuant to any terms of such Loan Document for
     providing for such cancellation, (d) the fees, expenses and disbursements
     of the Agent or any of its affiliates incurred by the Agent or such
     affiliate in connection with the preparation, syndication, administration
     or interpretation of the Loan Documents and other instruments mentioned
     herein, including all title insurance premiums and surveyor, engineering
     and appraisal charges, (e) all reasonable out-of-pocket expenses (including
     without limitation reasonable attorneys' fees and costs, which attorneys
     may be employees of any Bank or the Agent, and reasonable consulting,
     accounting, appraisal, investment banking and similar professional fees and
     charges) incurred by any Bank or the Agent in connection with (A) the
     enforcement of or preservation of rights under any of the Loan Documents
     against any Borrower or any of its Subsidiaries or the administration
     thereof after the occurrence of a Default or Event of Default and (B) any
     litigation, proceeding or dispute whether arising hereunder or otherwise,
     in any way related to any Bank's or the Agent's relationship with the
     Borrowers or any of their Subsidiaries or related to the Merger and (f) all
     reasonable fees, expenses and
<PAGE>
                                     -132-

     disbursements of any Bank or the Agent incurred in connection with UCC
     searches, UCC filings or mortgage (including intellectual property
     mortgage) recordings.

          16.2. INDEMNIFICATION. Each of the Borrowers agrees to indemnify and
     hold harmless the Agent, its affiliates and the Banks from and against any
     and all claims, actions and suits whether groundless or otherwise, and from
     and against any and all liabilities, losses, damages and expenses of every
     nature and character arising out of this Credit Agreement or any of the
     other Loan Documents or the transactions contemplated hereby including,
     without limitation, (i) any actual or proposed use by any Borrower or any
     of its Subsidiaries of the proceeds of any of the Loans or Letters of
     Credit, (ii) any actual or alleged infringement of any patent, copyright,
     trademark, service mark or similar right of the Company or any of its
     Subsidiaries comprised in the Collateral, (iii) the Borrowers or any of
     their Subsidiaries entering into or performing this Credit Agreement or any
     of the other Loan Documents and (iv) with respect to the Borrowers and
     their Subsidiaries and their respective properties and assets, the
     violation of any Environmental Law, the presence, disposal, escape,
     seepage, leakage, spillage, discharge, emission, release or threatened
     release of any Hazardous Substances or any action, suit, proceeding or
     investigation brought or threatened with respect to any Hazardous
     Substances (including, but not limited to, claims with respect to wrongful
     death, personal injury or damage to property), in each case including,
     without limitation, the reasonable fees and disbursements of counsel and
     allocated costs of internal counsel incurred in connection with any such
     investigation, litigation or other proceeding. In litigation, or the
     preparation therefor, the Banks and the Agent and its affiliates shall each
     be entitled to select their own counsel and, in addition to the foregoing
     indemnity, each of the Borrowers agrees to pay promptly the reasonable fees
     and expenses of such counsel. If, and to the extent that the obligations of
     the Borrowers under this ss.16.2 are unenforceable for any reason, then
     each of the Borrowers hereby agrees to make the maximum contribution to the
     payment in satisfaction of such obligations which is permissible under
     applicable law. Notwithstanding the foregoing, no indemnification or
     contribution shall be provided to any indemnitee under this Section 16.2 in
     the event of the bad faith, gross negligence or willful misconduct of such
     indemnitee. In addition to the foregoing, each of the Domestic Borrowers
     and Guarantors hereby agree to indemnify the Agent and its affiliates and
     to hold the Agent and its affiliates harmless from and against any loss,
     cost or expense incurred or sustained by the Agent or such affiliate in
     providing payroll and other cash management services to the Company and its
     Subsidiaries. The parties hereto further hereby agree that such
     indemnification obligations shall be Obligations under the Credit Agreement
     and the other Loan Documents.

          16.3. SURVIVAL. The covenants contained in this ss.16 shall survive
     payment or satisfaction in full of all other Obligations.

     17. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

          17.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY. The Company
     acknowledges that from time to time financial advisory, investment banking
     and other services may be offered or provided to the Company or one or more
     of its Subsidiaries,
<PAGE>
                                     -133-

     in connection with this Credit Agreement or otherwise, by a Section 20
     Subsidiary. The Company, for itself and each of its Subsidiaries, hereby
     authorizes (a) such Section 20 Subsidiary to share with the Agent and each
     Bank any information delivered to such Section 20 Subsidiary by the
     Borrower or any of its Subsidiaries, and (b) the Agent and each Bank to
     share with such Section 20 Subsidiary any information delivered to the
     Agent or such Bank by the Company or any of its Subsidiaries pursuant to
     this Credit Agreement, or in connection with the decision of such Bank to
     enter into this Credit Agreement; it being understood, in each case, that
     any such Section 20 Subsidiary receiving such information shall be bound by
     the confidentiality provisions of this Credit Agreement. Such authorization
     shall survive the payment and satisfaction in full of all of Obligations.

          17.2. CONFIDENTIALITY. Each of the Banks and the Agent agrees, on
     behalf of itself and each of its affiliates, directors, officers, employees
     and representatives, to use reasonable precautions to keep confidential, in
     accordance with their customary procedures for handling confidential
     information of the same nature and in accordance with safe and sound
     practices, any non-public information supplied to it by the Company or any
     of its Subsidiaries pursuant to this Credit Agreement that is identified by
     such Person as being confidential at the time the same is delivered to the
     Banks or the Agent, provided that nothing herein shall limit the disclosure
     of any such information (a) after such information shall have become public
     other than through a violation of this ss.17, (b) to the extent required by
     statute, rule, regulation or judicial process, (c) to counsel for any of
     the Banks or the Agent, (d) to bank examiners, the National Association of
     Insurance Commissioners or any other regulatory authority having
     jurisdiction over any Bank or the Agent, or to auditors or accountants, (e)
     to the Agent, any Bank or any Section 20 Subsidiary, (f) in connection with
     any litigation to which any one or more of the Banks, the Agent or any
     Section 20 Subsidiary is a party, or in connection with the enforcement of
     rights or remedies hereunder or under any other Loan Document, (g) to a
     Subsidiary or affiliate of such Bank as provided in ss.17.1 or (h) to any
     assignee or participant (or prospective assignee or participant) so long as
     such assignee or participant agrees to be bound by the provisions of
     ss.19.6. Moreover, each of the Agent and the Banks is hereby expressly
     permitted by the Borrowers to refer to any of the Borrowers and their
     Subsidiaries in connection with any advertising, promotion or marketing
     undertaken by the Agent or such Bank and, for such purpose, the Agent or
     such Bank may utilize any logo or other distinctive symbol associated with
     the Borrowers or any of their Subsidiaries or any of their businesses
     provided that any symbols designated registered trademarks or service marks
     or claims of trademark or service mark protection are used in the manner
     used by any Borrower.

          17.3. PRIOR NOTIFICATION. Unless specifically prohibited by applicable
     law or court order, each of the Banks and the Agent shall, prior to
     disclosure thereof, notify the Company of any request for disclosure of any
     such non-public information by any governmental agency or representative
     thereof (other than any such request in connection with a routine
     examination of such Bank by such governmental agency) or pursuant to legal
     process.
<PAGE>
                                     -134-

          17.4. OTHER. In no event shall any Bank or the Agent be obligated or
     required to return any materials furnished to it or any Section 20
     Subsidiary by the Company or any of its Subsidiaries. The obligations of
     each Bank under this ss.17 shall supersede and replace the obligations of
     such Bank under any confidentiality letter in respect of this financing
     signed and delivered by such Bank to the Company prior to the date hereof
     and shall be binding upon any assignee of, or purchaser of any
     participation in, any interest in any of the Loans or Reimbursement
     Obligations from any Bank.

     18. SURVIVAL OF COVENANTS, ETC.

     All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any certificates or
financial statements expressly required by the terms of the Credit Agreement to
be delivered by or on behalf of the Borrowers or any of their Subsidiaries
pursuant hereto shall be deemed to have been relied upon by the Banks and the
Agent, notwithstanding any investigation heretofore or hereafter made by any of
them, and shall survive the making by the Banks of any of the Loans and the
issuance, extension or renewal of any Letters of Credit, as herein contemplated,
and shall continue in full force and effect so long as any Letter of Credit or
any amount due under this Credit Agreement or the Notes or the loan accounts or
any of the other Loan Documents remains outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligation to issue, extend or
renew any Letter of Credit, and for such further time as may be otherwise
expressly specified in this Credit Agreement.

     19. ASSIGNMENT AND PARTICIPATION.

          19.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein and
     subject to ss.13.6 hereof, each Bank may assign to one or, more Eligible
     Assignees all or a portion of its interests, rights and obligations under
     this Credit Agreement (including all or a portion of its Revolving Credit A
     Commitment Percentage, Revolving Credit B Commitment Percentage, Revolving
     Credit A Commitment, Revolving Credit B Commitment, Term Loan A Commitment
     and Term Loan B Commitment and the same portion of the Loans at the time
     owing to it, the Notes held by it and its participating interest in the
     risk relating to any Letters of Credit ); provided that (a) each of the
     Agent and, unless a Default or Event of Default shall have occurred and be
     continuing, the Company shall have given its prior written consent to such
     assignment, which consents will not be unreasonably withheld (which
     consents shall not be required in the case of an assignment to a Bank,
     Affiliate of any Bank, or with respect to any Bank that is a fund that
     invests in bank loans, any other fund that invests in bank loans and is
     advised or managed by the same investment adviser of such Bank), (b) each
     such assignment shall be of a constant, and not a varying, percentage of
     all the assigning Bank's rights and obligations under this Credit
     Agreement, (c) each assignment made after the initial syndication of the
     Loans and Commitments shall be in an amount that is a minimum of $5,000,000
     (or if less, such assignor's entire Commitment), and (d) the parties to
     such assignment shall execute and deliver to the Agent, for recording in
     the Register (as hereinafter defined), an Assignment and Acceptance,
     substantially in the form of Exhibit F hereto (an "Assignment and
     Acceptance"), together with any Notes subject to such assignment. Upon such
     execution, delivery, acceptance and recording, from and after the effective

<PAGE>
                                     -135-

     date specified in each Assignment and Acceptance, which effective date
     shall be at least five (5) Business Days after the execution thereof unless
     a shorter period is otherwise agreed to by the Agent and the Company, (i)
     the assignee thereunder shall be a party hereto and, to the extent provided
     in such Assignment and Acceptance, have the rights and obligations of a
     Bank hereunder, and (ii) the assigning Bank shall, to the extent provided
     in such assignment and upon payment to the Agent of the registration fee
     referred to in ss.19.3, be released from its obligations under this Credit
     Agreement.

          19.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS, COVENANTS.
     By executing and delivering an Assignment and Acceptance, the parties to
     the assignment thereunder confirm to and agree with each other and the
     other parties hereto as follows:

          (a) other than the representation and warranty that it is the legal
     and beneficial owner of the interest being assigned thereby free and clear
     of any adverse claim, the assigning Bank makes no representation or
     warranty, express or implied, and assumes no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     this Credit Agreement or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of this Credit Agreement, the other Loan
     Documents or any other instrument or document furnished pursuant hereto or
     the attachment, perfection or priority of any security interest or
     mortgage,

          (b) the assigning Bank makes no representation or warranty and assumes
     no responsibility with respect to the financial condition of the Company
     and its Subsidiaries or any other Person primarily or secondarily liable in
     respect of any of the Obligations, or the performance or observance by the
     Company and its Subsidiaries or any other Person primarily or secondarily
     liable in respect of any of the Obligations of any of their obligations
     under this Credit Agreement or any of the other Loan Documents or any other
     instrument or document furnished pursuant hereto or thereto;

          (c) such assignee confirms that it has received a copy of this Credit
     Agreement, together with copies of the most recent financial statements
     referred to in ss.7.4 and ss.8.4 and such other documents and information
     as it has deemed appropriate to make its own credit analysis and decision
     to enter into such Assignment and Acceptance;

          (d) such assignee will, independently and without reliance upon the
     assigning Bank, the Agent or any other Bank and based on such documents and
     information as it shall deem appropriate at the time, continue to make its
     own credit decisions in taking or not taking action under this Credit
     Agreement;

          (e) such assignee represents and warrants that it is an Eligible
     Assignee;

          (f) such assignee appoints and authorizes the Agent to take such
     action as agent on its behalf and to exercise such powers under this Credit
     Agreement and the other Loan Documents as are delegated to the Agent by the
     terms hereof or thereof, together with such powers as are reasonably
     incidental thereto;
<PAGE>
                                     -136-

          (g) such assignee agrees that it will perform in accordance with their
     terms all of the obligations that by the terms of this Credit Agreement are
     required to be performed by it as a Bank;

          (h) such assignee represents and warrants that it is legally
     authorized to enter into such Assignment and Acceptance; and

          (i) such assignee acknowledges that it has made arrangements with the
     assigning Bank satisfactory to such assignee with respect to its pro rata
     share of Letter of Credit Fees and the Additional LC Compensation in
     respect of outstanding Letters of Credit.

          19.3. REGISTER. The Agent shall maintain a copy of each Assignment and
     Acceptance delivered to it and a register or similar list (the "Register")
     for the recordation of the names and addresses of the Banks and the
     Commitment Percentage of, and principal amount of the Loans owing to and
     Letter of Credit Participations purchased by, the Banks from time to time.
     The entries in the Register shall be conclusive, in the absence of manifest
     error, and the Borrower, the Agent and the Banks may treat each Person
     whose name is recorded in the Register as a Bank hereunder for all purposes
     of this Credit Agreement. The Register shall be available for inspection by
     the Company and the Banks at any reasonable time and from time to time upon
     reasonable prior notice. Upon each such recordation, the assigning Bank
     agrees to pay to the Agent a registration fee in the sum of $2,500.

          19.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
     executed by the parties to such assignment, together with each Note subject
     to such assignment, the Agent shall (a) record the information contained
     therein in the Register, and (b) give prompt notice thereof to the Company
     and the Banks (other than the assigning Bank). Within five (5) Business
     Days after receipt of such notice, the Company, at its own expense, shall
     execute and deliver to the Agent, in exchange for each surrendered Note, a
     new Note to the order of such Eligible Assignee in an amount equal to the
     amount assumed by such Eligible Assignee pursuant to such Assignment and
     Acceptance and, if the assigning Bank has retained some portion of its
     obligations hereunder, a new Note to the order of the assigning Bank in an
     amount equal to the amount retained by it hereunder. Such new Notes shall
     provide that they are replacements for the surrendered Notes, shall be in
     an aggregate principal amount equal to the aggregate principal amount of
     the surrendered Notes, shall be dated the effective date of such Assignment
     and Acceptance and shall otherwise be substantially the form of the
     assigned Notes. Within five (5) days of issuance of any new Notes pursuant
     to this ss.19.4, the Company shall deliver an opinion of counsel, addressed
     to the Banks and the Agent, relating to the due authorization, execution
     and delivery of such new Notes and the legality, validity and binding
     effect thereof, in form and substance satisfactory to the Banks. The
     surrendered Notes shall be cancelled and returned to the Company.

          19.5. PARTICIPATIONS. Each Bank may sell participations to one or more
     banks or other entities in all or a portion of such Bank's rights and
     obligations under this Credit Agreement and the other Loan Documents;
     provided that (a) each such participation shall be in an amount of not less

<PAGE>
                                     -137-

     than $2,500,000, (b) any such sale or participation shall not affect the
     rights and duties of the selling Bank hereunder to the Borrowers and (c)
     the only rights granted to the participant pursuant to such participation
     arrangements with respect to waivers, amendments or modifications of the
     Loan Documents shall be the rights to approve waivers, amendments or
     modifications that would reduce the principal of or the interest rate on
     any Loans, extend the term or increase the amount of the Commitment of such
     Bank as it relates to such participant, reduce the amount of any commitment
     fees, Additional LC Compensation or Letter of Credit Fees to which such
     participant is entitled or extend any regularly scheduled payment date for
     principal or interest.

          19.6. DISCLOSURE. Each of the Borrowers agrees that in addition to
     disclosures made in accordance with standard and customary banking
     practices any Bank may disclose information obtained by such Bank pursuant
     to this Credit Agreement to assignees or participants and potential
     assignees or participants hereunder; provided that such assignees or
     participants or potential assignees or participants shall agree (a) to
     treat in confidence such information unless such information otherwise
     becomes public knowledge, (b) not to disclose such information to a third
     party, except as required by law or legal process and (c) not to make use
     of such information for purposes of transactions unrelated to such
     contemplated assignment or participation.

          19.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH ANY BORROWER. If any
     assignee Bank is an Affiliate of any Borrower, then any such assignee Bank
     shall have no right to vote as a Bank hereunder or under any of the other
     Loan Documents for purposes of granting consents or waivers or for purposes
     of agreeing to amendments or other modifications to any of the Loan
     Documents or for purposes of making requests to the Agent pursuant to
     ss.13.1 or ss.13.2, and the determination of the Majority Banks shall for
     all purposes of this Credit Agreement and the other Loan Documents be made
     without regard to such assignee Bank's interest in any of the Loans or
     Reimbursement Obligations. If any Bank sells a participating interest in
     any of the Loans or Reimbursement Obligations to a participant, and such
     participant is any Borrower or an Affiliate of any Borrower, then such
     transferor Bank shall promptly notify the Agent of the sale of such
     participation. A transferor Bank shall have no right to vote as a Bank
     hereunder or under any of the other Loan Documents for purposes of granting
     consents or waivers or for purposes of agreeing to amendments or
     modifications to any of the Loan Documents or for purposes of making
     requests to the Agent pursuant to ss.13.1 or ss.13.2 to the extent that
     such participation is beneficially owned by any Borrower or any Affiliate
     of any Borrower, and the determination of the Majority Banks shall for all
     purposes of this Credit Agreement and the other Loan Documents be made
     without regard to the interest of such transferor Bank in the Loans or
     Reimbursement Obligations to the extent of such participation.

          19.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
     retain its rights to be indemnified pursuant to ss.16 or any other express
     provision of this Credit Agreement with respect to any claims or actions
     arising prior to the date of such assignment. If any assignee Bank is not
     incorporated under the laws of the United States of America or any state

<PAGE>
                                     -138-

     thereof, it shall, prior to the date on which any interest or fees are
     payable hereunder or under any of the other Loan Documents for its account,
     deliver to the Borrowers and the Agent certification as to its exemption
     from deduction or withholding of any United States federal income taxes
     (such as Form 1001, 4224, W-8 or W-9, as applicable). If any Reference Bank
     transfers all of its interest, rights and obligations under this Credit
     Agreement, the Agent shall, in consultation with the Borrowers and with the
     consent of the Borrowers and the Majority Banks, appoint another Bank to
     act as a Reference Bank hereunder. Anything contained in this ss.19 to the
     contrary notwithstanding, any Bank may at any time pledge all or any
     portion of its interest and rights under this Credit Agreement (including
     all or any portion of its Notes) to (a) any of the twelve Federal Reserve
     Banks organized under ss.4 of the Federal Reserve Act, 12 U.S.C. ss.341, or
     (b) to a lender to such Bank (or trustee therefor) in connection with a
     bona fide financing transaction. No such pledge or the enforcement thereof
     shall release the pledgor Bank from its obligations hereunder or under any
     of the other Loan Documents.

          19.9. ASSIGNMENT BY BORROWERS. The Borrowers shall not assign or
     transfer any of its rights or obligations under any of the Loan Documents
     without the prior written consent of each of the Banks.

     20. NOTICES, ETC.

     Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Notes or any Letter of Credit Applications shall be in
writing and shall be delivered in hand, mailed by United States registered or
certified first class mail, postage prepaid, sent by overnight courier, or sent
by telegraph, telecopy, facsimile or telex and confirmed by delivery via courier
or postal service, addressed as follows:

          (a) if to any Borrower, at 1 Holmes Way, Milford, Massachusetts 01757,
     Attention: President, or at such other address for notice as the Borrower
     shall last have furnished in writing to the Person giving the notice with
     copies of such documents delivered to Donald H. Siegel, P.C., at Posternak,
     Blankstein & Lund, L.L.P., 100 Charles River Plaza, Boston ,Massachusetts
     02114-2723;

          (b) if to the Agent, at 777 Main Street, Hartford, CT 06115, CT EH
     40221A Attention: Donald Nicholson, Senior Vice President, or such other
     address for notice as the Agent shall last have furnished in writing to the
     Person giving the notice; and

          (c) if to any Bank, at such Bank's address set forth on Schedule 1
     hereto, or such other address for notice as such Bank shall, have last
     furnished in writing to the Person giving the notice.

          Any such notice or demand shall be deemed to have been duly given or
     made and to have become effective (a) if delivered by hand, overnight
     courier or facsimile to a responsible officer of the party to which it is
     directed, at the time of the receipt thereof by such officer or the sending

<PAGE>
                                     -139-

     of such facsimile and (b) if sent by registered or certified first-class
     mail, postage prepaid, on the third Business Day following the mailing
     thereof.

     21. GOVERNING LAW.

     THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH OF THE
BORROWERS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SS.20. EACH OF
THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

     22. HEADINGS.

     The captions in this Credit Agreement are for convenience of reference only
and shall not define or limit the provisions hereof.

     23. COUNTERPARTS.

     This Credit Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Credit Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought.

     24. ENTIRE AGREEMENT, ETC.

     The Loan Documents and any other documents executed in connection herewith
or therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby. Neither this Credit Agreement nor any term
hereof may be changed, waived, discharged or terminated, except as provided in
ss.26.

     25. WAIVER OF JURY TRIAL.

     Each of the Borrowers hereby waives its right to a jury trial with respect
to any action or claim arising out of any dispute in connection with this Credit
Agreement, the Notes or any of the other Loan Documents, any rights or
obligations hereunder or thereunder or the performance of which rights and
obligations. Except as prohibited by law, each of the Borrowers hereby waives
any right it may have to claim or recover in any litigation referred to in the

<PAGE>
                                     -140-

preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. Each of the Borrowers
(a) certifies that no representative, agent or attorney of any Bank or the Agent
has represented, expressly or otherwise, that such Bank or the Agent would not,
in the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that the Agent and the Banks have been induced to enter into this
Credit Agreement, the other Loan Documents to which it is a party by, among
other things, the waivers and certifications contained herein.

     26. CONSENTS, AMENDMENTS, WAIVERS, ETC.

     Any consent or approval required or permitted by this Credit Agreement to
be given by the Banks (including, without limitation, an increase in the
sublimit of Revolving Credit Loans, Bankers' Acceptances and Letters of Credit
available to the Foreign Borrowers) may be given, and any term of this Credit
Agreement, the other Loan Documents or any other instrument related hereto or
mentioned herein may be amended, and the performance or observance by the
Borrowers or any of their Subsidiaries of any terms of this Credit Agreement,
the other Loan Documents or such other instrument or the continuance of any
Default or Event of Default may be waived (either generally or in a particular
instance and either retroactively or prospectively) with, but only with, the
written consent of the Borrowers and the written consent of the Majority Banks.
Notwithstanding the foregoing, a decrease in the rate of interest on the Notes
and loan accounts (other than interest accruing pursuant to ss.5.11.2 following
the effective date of any waiver by the Majority Banks of the Default or Event
of Default relating thereto), any change in the regularly scheduled or otherwise
required payment dates for any amounts owing under the Loan Documents to the
Banks, any forgiveness of any of the Obligations, the waiver of an Event of
Default under ss.13.1(a) or (b) hereof, the release of any security interest or
lien as to Collateral constituting all or substantially all of the Collateral
(except if the release or disposition of such Collateral is permitted or
provided for in the provisions of ss.9.5.2. hereof or elsewhere in the Loan
Documents), the release of any Guarantor (except if the release or disposition
of such Collateral is permitted or provided for in the provisions of ss.9.5.2
hereof or elsewhere in the Loan Documents), the amount of the Commitments, Term
Loan A Commitments and Term Loan B Commitments of the Banks, and the amount of
commitment fee or Letter of Credit Fees hereunder may not be changed without the
written consent of the Company and the written consent of each Bank affected
thereby; the Revolving Credit Loan Maturity Date, the Term Loan A Maturity Date
and the Term Loan B Maturity Date may not be postponed without the written
consent of each Bank affected thereby; this ss.26 and the definition of Majority
Banks may not be amended without the written consent of all of the Banks; the
order of application of mandatory repayments to the Term Loans and the right of
holders of Term Loan B to decline mandatory prepayments shall not be changed
without the written consent of the holders of a majority of the outstanding Term
Notes, voting as a single class in addition to the written consent of the
Majority Banks, and the amount of the Agent's Fee or any Letter of Credit Fees
payable for the Agent's account and ss.15 may not be amended without the written
consent of the Agent. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of dealing or
delay or omission on the part of the Agent or any Bank in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrowers shall entitle the Borrowers to other or further
notice or demand in similar or other circumstances.
<PAGE>
                                     -141-

     26A. WAIVER OF REVOLVING B BANKS.

     The Revolving B Banks hereby agree to waive, from and after May 7, 2001,
their right to vote as Banks under the Credit Agreement or under any of the
other Loan Documents for purposes of granting consents or waivers or for
purposes of agreeing to amendments or other modifications to any of the Loan
Documents or for purposes of making requests to the Agent pursuant to ss.13.1 or
ss.13.2, and the determination of Majority Banks shall for all purposes be made
without regard to such Revolving B Bank's interest in any of the Revolving
Credit B Loans. Notwithstanding anything to the contrary contained in the
immediately preceding proviso, (a) a decrease in the rate of interest on the
Revolving Credit B Notes and loan accounts (other than interest accruing
pursuant to ss.5.11.2 following the effective date of any waiver by the Majority
Banks of the Default or Event of Default relating thereto), any change in the
regularly scheduled or otherwise required payment dates for any amounts owing
under the Loan Documents to the Revolving B Banks, any forgiveness of any of the
Obligations owing to the Revolving B Banks, the waiver of an Event of Default
under ss.13.1(a) or (b) hereof solely as it relates to any payment owing to the
Revolving B Banks, the release of any security interest or lien as to Collateral
constituting all or substantially all of the Collateral (except if the release
or disposition of such Collateral is permitted or provided for in the provisions
of ss.9.5.2. of the Credit Agreement or elsewhere in the Loan Documents), the
release of any Guarantor (except if the release or disposition of such Guarantor
is permitted or provided for in the provisions of ss.9.5.2 of the Credit
Agreement or elsewhere in the Loan Documents), the amount of the Revolving B
Commitment and the amount of the commitment fee on the Revolving Credit B Loans
may not be changed without the written consent of the Revolving B Bank affected
thereby, (b) any change in the order of application of payments to be made to
the Revolving B Banks pursuant to ss.2.12 and ss.13 of the Credit Agreement may
not be made without the written consent of the Revolving B Bank affected thereby
and (c) the Revolving Credit Loan B Maturity Date may not be postponed without
the written consent of the Revolving B Banks affected thereby. In addition, the
parties hereto hereby agree that in the event the Borrowers and the Revolving
Credit B Banks agree to any reduction in the Applicable Margin for Revolving
Credit B Loans (provided nothing contained herein shall in any manner be
construed as any consent by the Revolving Credit B Banks to any such decrease in
the Applicable Margin for such Revolving Credit B Loans), such a reduction shall
be deemed to be consented to by the Majority Banks and shall only need the
further written consent of the Borrowers and the Revolving Credit B Banks
affected thereby.

     27. SEVERABILITY.

     The provisions of this Credit Agreement are severable and if any one clause
or provision hereof shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Credit Agreement in any jurisdiction.

         SS.2. PAYMENT OF FEES. The Company hereby promises to pay to each Bank
(other than the Revolving B Banks) which consents to this Fifth Amendment on or

<PAGE>
                                     -142-

before 5:00 p.m. (Boston time) on March 22, 2002 (the "Effective Date"), in
consideration of each such Bank entering into this Fifth Amendment, an amendment
fee consisting of the following:

     (a)  a cash amount equal to 50 basis points on such consenting Bank's
          Revolving A Commitment plus the outstanding amount of such Bank's Term
          Loans as of such date, which fee shall be earned as of and paid on the
          Effective Date (or if such Fifth Amendment does not become effective
          until 5:00 p.m. on such day, the next Business Day); and

     (b)  an amount equal to 150 basis points on such consenting Bank's
          Revolving A Commitment plus the outstanding amount of such consenting
          Bank's Term Loans as of such date, which fee shall be earned as of the
          Effective Date and shall be due and payable on the earlier to occur of
          (1) July 1, 2004 or (2) an acceleration of the Obligations (whether
          automatic or otherwise) pursuant to ss.13.1 of the Credit Agreement.
          If, on or prior to July 1, 2004, all of the Obligations have been paid
          in full and the Total Commitments under or in respect of the Credit
          Agreement have been paid to zero and, in addition, on or prior to such
          date the Obligations had not been accelerated (whether automatic or
          otherwise) pursuant to ss.13.1, the amendment fee set forth in this
          paragraph (b) shall be forgiven on such date.

     SS.3. CONDITIONS TO EFFECTIVENESS. This Fifth Amendment shall become
effective upon satisfaction of the following conditions on or prior to the
Effective Date:

     (a) receipt by the Agent of a counterpart of this Fifth Amendment, executed
by the Borrowers, each Guarantor and the required Banks;

     (b) receipt by the Agent of the Amended and Restated Security Agreement,
executed by the Agent, the Company and each Domestic Subsidiary, and in form and
substance satisfactory to the Agent;

     (c) receipt by the Agent, in form and substance satisfactory to the Agent,
of a certificate, certified by a duly authorized officer of each of the Company
and Berkshire Partners, stating that neither the Company, Berkshire Partners nor
any Affiliate (including any fund managed by Berkshire Partners) has received
any profit or fee as a result of purchasing and reselling the Subordinated Notes
to the Company under the Required Repurchase or otherwise arranging the Required
Repurchase;

     (d) receipt by the Agent, in a form satisfactory to the Agent, of a
certificate, certified by a duly authorized officer of the Company, stating that
there has been no material adverse change in the business or operations of any
of the Borrowers since December 31, 2000;

     (e) evidence satisfactory to the Agent that all necessary corporate or
other similar action has been taken by the Company and its Subsidiaries to
authorize the transaction contemplated hereby;
<PAGE>
                                     -143-

     (f) the Company shall have, at the time of the Effective Date, made
concurrent drawdowns of Revolving Credit B Loans for the purposes of funding the
Required Repurchase in the amount of $12,768,374 and the Required Revolving A
Reduction in the amount of $6,000,000;

     (g) receipt by the Agent of evidence that all consents and approvals
necessary to complete the transactions contemplated herein have been obtained;

     (h) receipt by the Agent of payment in cash of the amendment fee required
by ss.2 above;

     (i) the Borrowers shall have paid to the Agent for the account of the
Agent's Special Counsel all outstanding bills for legal fees and expenses
through March 22, 2002 and, in addition, shall have paid to the Agent, for the
account of Kaye Scholer LLP, as counsel to the Banks, all outstanding bills for
legal fees and expenses though March 22, 2002; and

     (j) evidence satisfactory to the Agent that all bills received for fees and
expenses of the TRG, Carl Marks Consulting Group and any other consultants
and/or examiners through March 22, 2001 shall have been paid by the Company.

     SS.4. REPRESENTATIONS AND WARRANTIES. Except as set forth on Schedule 4
hereto, each of the Borrowers hereby repeats, on and as of the date hereof, each
of the representations and warranties made by it in ss.7 of the Credit Agreement
(except to the extent of changes resulting from transactions contemplated or
permitted by the Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse to the Company and its Subsidiaries taken as a whole, and
to the extent that such representations and warranties relate expressly to an
earlier date), provided, that all references therein to the Credit Agreement
shall refer to such Credit Agreement as amended hereby. From and after the
Amendment Effective Date, the Schedules to the Credit Agreement identified in
Schedule 4 hereto shall be amended to reflect such modifications as set forth in
Schedule 4 hereto. In addition, each of the Borrowers hereby represents and
warrants that the execution and delivery by each Borrower of this Fifth
Amendment and the performance by each Borrower of all of their agreements and
obligations under the Credit Agreement as amended hereby are within the
corporate authority of each Borrower and have been duly authorized by all
necessary corporate action on the part of each Borrower.

     SS.5. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto or
delivered thereunder, including, but not limited to the Security Documents, are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this Fifth Amendment shall be read and
construed as a single agreement. All references to the Credit Agreement in the
Credit Agreement or any Loan Document shall hereafter refer to the Credit
Agreement as amended hereby.
<PAGE>
                                     -144-

     SS.6. NO WAIVER. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the
Borrowers or any rights of the Agent, the Documentation Agent or the Banks
consequent thereon.

     SS.7. COUNTERPARTS. This Fifth Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

     SS.8. GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).

     SS.9. EXPENSES. The Borrowers agree to pay to the Agent (a) on demand by
the Agent, an amount equal to any and all reasonable out-of-pocket costs or
expenses (including reasonable legal fees and disbursements of Bingham Dana LLP
and other counsel to the Agent, reasonable fees and expenses of in-house counsel
to the Agent, reasonable legal fees and disbursements of Kaye Scholer LLP as
counsel to the Banks, consulting, accounting, appraisal, investment banking and
similar professional fees and charges) incurred or sustained by the Agent and
the Banks in connection with the negotiation and preparation of this Fifth
Amendment and all related matters and (b) from time to time any and all
reasonable out-of-pocket costs, expenses (including legal fees and
disbursements, consulting, accounting, appraisal, investment banking and similar
professional fees and charges) hereafter incurred or sustained by the Agent in
connection with the administration of credit extended by the Agent and the Banks
to the Borrowers or the preservation of or enforcement of the Agent's and the
Banks' rights under the Loan Documents or in respect of the Borrowers' or any of
their Subsidiaries' other obligations to the Agent and the Banks.

     SS.10. NO CLAIMS. Each of the Borrowers and the Guarantors hereby
acknowledge and agree that (a) neither the Borrowers nor any of their
Subsidiaries has any claim or cause of action against any of the Banks or the
Agent (or any of their directors, officers, employees, agents or Affiliates)
arising on or prior to the date hereof from any transactions under this Fifth
Amendment, under the Credit Agreement or any of the other Loan Documents; (b)
neither the Borrowers nor any of their Subsidiaries has offset rights,
counterclaims or defenses of any kind against any of their Obligations,
indebtedness or liabilities to the Agent or the Banks; and (c) each of the Banks
and the Agent has heretofore properly performed and satisfied in a timely manner
all of its obligations to the Borrowers and their Subsidiaries. The Agent and
the Banks wish (and each Borrower and Guarantor agrees) to eliminate any
possibility that any past conditions, acts, omissions, events, circumstances or
matters would impair or otherwise adversely affect any of the rights, interests,
contracts, collateral security or remedies of the Agent and the Banks.
Therefore, the Borrowers and each of their Subsidiaries unconditionally
releases, waives and forever discharges (i) any and all liabilities,
obligations, duties, promises or indebtedness of any kind of any of the Banks
and the Agent to the Borrowers and each of their Subsidiaries, except the
obligations to be performed by the Banks or the Agent for the Borrowers
hereafter as expressly stated in this Fifth Amendment and the other Loan
Documents, and (ii) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), whether known or unknown, which the Borrowers or

<PAGE>
                                     -145-

any Subsidiary might otherwise have against any of the Banks or the Agent or any
of their directors, officers, employees, agents or Affiliates with respect to
the obligations performed or to be performed by the Agent or any Bank for the
Borrowers as set forth in the Loan Documents, in either case (i) or (ii) above,
on account of any condition, act, omission, event, contract, liability,
obligation, indebtedness, claim, cause of action, defense, circumstance or
matter of any kind whatsoever which existed, arose or occurred at any time prior
to the date hereof.

         SS.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS AND THEIR
SUBSIDIARIES HEREBY WAIVES ANY RIGHTS THAT IT MAY HAVE TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS FIFTH AMENDMENT OR ANY OF THE LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
Except as prohibited by law, each of the Borrowers and their Subsidiaries hereby
waives any right that it may have to claim or recover in any litigation referred
to in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. Each of
the Borrowers and their Subsidiaries hereby (a) certifies that no
representative, agent or attorney of the Agent or any Bank has represented,
expressly or otherwise, that the Agent or any Bank would not, in the event of
litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it
has been induced to enter into this Fifth Amendment by, among other things, the
waivers and certifications herein.


<PAGE>
                                     -146-

     IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment
as a document under seal as of the date first above written.

                               THE HOLMES GROUP, INC.

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

                               THE RIVAL COMPANY

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


                               HOLMES PRODUCTS (FAR EAST) LIMITED

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


                               ESTEEM INDUSTRIES LIMITED

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


                               RAIDER MOTOR CORPORATION

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


                               BIONAIRE INTERNATIONAL B.V.

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


                               HOLMES PRODUCTS (EUROPE) LIMITED

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


<PAGE>
                                     -147-

                          PATTON ELECTRIC (HONG KONG) LTD.

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


                          THE HOLMES GROUP OF CANADA LTD.

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

                          THE BANKS

                          FLEET NATIONAL BANK (F/K/A BANKBOSTON, N.A.)

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


                          SYNDICATED LOAN FUNDING TRUST

                          By:   LEHMAN COMMERCIAL PAPER INC.,
                                NOT IN ITS INDIVIDUAL CAPACITY,
                                BUT SOLELY AS ASSET MANAGER

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


                          HELLER FINANCIAL, INC.

                          By:  HELLER FINANCIAL ASSET MANAGEMENT LLC
                               AUTHORIZED AGENT

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


                          LASALLE BANK NATIONAL ASSOCIATION

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

<PAGE>
                                     -148-

                          COMERICA BANK

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


                          KEY CORPORATE CAPITAL INC.

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

                          CITIZENS BANK OF MASSACHUSETTS, A MASSACHUSETTS BANK

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


                          STAR BANK, NATIONAL ASSOCIATION

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


                          ANTARES CAPITAL CORPORATION

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


                          NATIONAL CITY BANK

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


                          THE PROVIDENT BANK

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



<PAGE>
                                     -149-

                          FRANKLIN FLOATING RATE TRUST

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


                          THE TRAVELERS INSURANCE COMPANY

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


                          TRAVELERS CORPORATE LOAN FUND INC.

                          By:   TRAVELERS ASSET MANAGEMENT INTERNATIONAL
                                COMPANY LLC

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


                          MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

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


                          MAGNETITE ASSET INVESTORS LLC

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


                          MERRILL LYNCH PRIME RATE PORTFOLIO

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


<PAGE>
                                     -150-

                          PILGRIM PRIME RATE TRUST

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

                          PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.

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

                          SEQUILS-PILGRIM I, LTD.

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

                          CAPTIVA IV FINANCE LTD.
                          AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT
                          COMPANY LLC

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


                          PILGRIM CLO 1999 - 1 LTD.

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


                          GREAT POINT CLO 1999 - 1 LTD.

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


                          FIRST MASSACHUSETTS BANK

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

<PAGE>
                                     -151-



                          TRANSAMERICA BUSINESS CREDIT CORPORATION

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


                          JP MORGAN CHASE BANK NOT IN ITS INDIVIDUAL CAPACITY,
                          BUT SOLELY AS TRUSTEE OF ANTARES FUNDING TRUST UNDER
                          THE TRUST AGREEMENT DATED AS OF NOVEMBER 30, 1999 (THE
                          "TRUST AGREEMENT") BETWEEN ANTARES FUNDING, L.P. (THE
                          "DEPOSITOR") AND JP MORGAN CHASE BANK AS TRUSTEE (THE
                          "TRUSTEE")

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


                          VAN KAMPEN SENIOR INCOME TRUST

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


                          VAN KAMPEN PRIME RATE INCOME TRUST

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

<PAGE>
                                     -152-

                            RATIFICATION OF GUARANTY

     Each of the undersigned guarantors hereby acknowledges and consents to the
foregoing Fifth Amendment as of March 22, 2002, and agrees that the Amended and
Restated Guaranty dated as of February 5, 1999 from each of Holmes Manufacturing
Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corporation, Patton Electric
Company, Inc., Patton Building Products Inc. and Rival Consumer Sales
Corporation (collectively, the "Holmes Guarantors") in favor of the Agent for
the benefit of the Agent and the Revolving Banks and the Guaranty dated as of
May 7, 2001 from Berkshire Fund IV, Limited Partnership and Berkshire Fund V,
Limited Partnership (collectively, the Berkshire Guarantors" and collectively
with the Holmes Guarantors, the "Guarantors") in favor of the Agent and each of
the Revolving Credit B Banks (the "Berkshire Guaranty") and all other Loan
Documents to which each of the Guarantors are a party remain in full force and
effect, and each of the Guarantors confirms and ratifies all of its obligations
thereunder. In addition, the Berkshire Guarantors hereby acknowledge and agree
that this ratification of the Berkshire Guaranty shall also be considered, for
purposes of ss.10 of the Berkshire Guaranty, as the Berkshire Guarantors
providing the Revolving Credit B Banks with the Berkshire Guarantors' prior
written consent to the extension of the Revolving Credit Loan B Maturity Date.


                          HOLMES MANUFACTURING CORP.

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


                          HOLMES AIR (TAIWAN) CORP.

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


                          HOLMES MOTOR CORPORATION

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


                          RIVAL CONSUMER SALES CORPORATION

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

<PAGE>
                                     -153-

                          BERKSHIRE FUND IV, LIMITED PARTNERSHIP

                          By:  FOURTH BERKSHIRE ASSOCIATES LLC,
                               ITS GENERAL PARTNER

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



                          BERKSHIRE FUND V, LIMITED PARTNERSHIP

                          By: FIFTH BERKSHIRE ASSOCIATES LLC,
                              ITS GENERAL PARTNER

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