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                                                                 Exhibit 4.6

                         MANUFACTURERS' SERVICES LIMITED

                           FIRST AMENDED AND RESTATED
                                CREDIT AGREEMENT

                  This FIRST AMENDED AND RESTATED CREDIT AGREEMENT is dated
as of September 29, 2000 and entered into by and among MANUFACTURERS'
SERVICES LIMITED, a Delaware corporation ("COMPANY"), THE FINANCIAL
INSTITUTIONS LISTED ON SCHEDULE 2.1 HERETO (each individually referred to
herein as a "LENDER" and collectively as "LENDERS"), DLJ CAPITAL FUNDING,
INC. ("DLJ"), as syndication agent for Lenders (in such capacity,
"SYNDICATION AGENT"), ABN AMRO BANK N.V. and BARCLAYS BANK PLC, as
co-documentation agents for Lenders (in such capacity, "DOCUMENTATION
AGENTS"), and BANK OF AMERICA, N.A. ("BOFA"), as administrative agent for
Lenders (in such capacity, "ADMINISTRATIVE AGENT"), as letter of credit
issuing bank (in such capacity, "ISSUING LENDER") and as collateral agent (in
such capacity, "COLLATERAL AGENT").

                                 R E C I T A L S

                  WHEREAS, pursuant to the Credit Agreement dated as of
August 17, 2000 among the parties (the "ORIGINAL CREDIT AGREEMENT") Lenders,
at the request of Company, agreed to extend certain credit facilities to
Company, the proceeds of which were used or to be used (i) to repay existing
Indebtedness and (ii) to provide financing for acquisitions, working capital
and other general corporate purposes of Company and its Subsidiaries;

                  WHEREAS, Company secured all of the Obligations under the
Original Credit Agreement and under the other Loan Documents by granting to
Administrative Agent, on behalf of Lenders, a first priority Lien on
substantially all of its personal property and certain of its real property,
including a pledge of all of the capital stock of each of its Domestic
Subsidiaries and 66% of the capital stock of its directly owned Foreign
Subsidiaries;

                  WHEREAS, the Domestic Subsidiaries of Company guaranteed
the Obligations under the Original Credit Agreement and under the other Loan
Documents and secured their guaranties by granting to Administrative Agent,
on behalf of Lenders, a first priority Lien on substantially all of their
personal property and certain of their real property, including a pledge of
all of the capital stock of their Domestic Subsidiaries, excluding certain
nonoperating subsidiaries, and 66% of the capital stock of their Foreign
Subsidiaries, excluding certain nonoperating subsidiaries;

                  WHEREAS, Company and Manufacturers' Services Salt Lake City
Operations, Inc., a Delaware corporation ("MSL SLC"), have entered into an
agreement with 3Com Corporation ("3COM") with respect to the acquisition by
MSL SLC of assets, inventory and a lease of a manufacturing facility located
in Mt. Prospect, Illinois (the "ACQUISITION");

                  WHEREAS, in order to finance a portion of the consideration
for the Acquisition and costs related thereto and for other working capital
and general corporate purposes, Company desires to increase Commitments under
the Original Credit Agreement and borrow $85,000,000 in new Term Loans
pursuant thereto; and

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                  WHEREAS, Company, certain Lenders party to the Original
Credit Agreement (which Lenders included Requisite Lenders), Acquisition Term
Loan Lenders (as herein defined), Subsidiary Guarantors listed on the
signature pages thereof, Syndication Agent and Administrative Agent have
entered into a First Amendment Agreement and Consent dated as of September
29, 2000 pursuant to which Lenders agreed to consent to the Acquisition, the
incurrence of Term Loans by Company (increasing Commitments hereunder) and
amendments to the Original Credit Agreement and the parties further agreed to
effectuate such amendments by amending and restating the Original Credit
Agreement in its entirety;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Company, Lenders,
Syndication Agent, Documentation Agents, Issuing Bank, Collateral Agent and
Administrative Agent agree as follows:

SECTION 1.        DEFINITIONS

         1.1      CERTAIN DEFINED TERMS.

                  The following terms used in this Agreement shall have the
following meanings:

                  "ACQUISITION" has the meaning set forth in the recitals
hereto.

                  "ACQUISITION AGREEMENT" means the Asset Purchase Agreement,
dated September 26, 2000, among Company, MSL SLC and 3Com relating to the
Acquisition and all related documents between the parties thereto.

                  "ACQUISITION TERM LOAN EXPOSURE" means, with respect to any
Acquisition Term Loan Lender as of any date of determination (i) prior to the
funding of the Acquisition Term Loans, that Lender's Acquisition Term Loan
Commitment and (ii) after the funding of the Acquisition Term Loans, the
outstanding principal amount of the Acquisition Term Loan of that Lender.

                  "ACQUISITION TERM LOAN FUNDING DATE" means the Funding Date
for the Acquisition Term Loans.

                  "ACQUISITION TERM LOANS" means the Acquisition Term Loans
made by Acquisition Term Loan Lenders to Company pursuant to subsection
2.1A(iii).

                  "ACQUISITION TERM LOAN COMMITMENT" means the commitment of
a Lender to make Acquisition Term Loans to Company pursuant to subsection
2.1A(iii) and "ACQUISITION TERM LOAN COMMITMENTS" means such commitments of
all Lenders in the aggregate.

                  "ACQUISITION TERM LOAN LENDER" means any Lender who holds
an Acquisition Term Loan Commitment, or who has made an Acquisition Term Loan
hereunder and any assignee of such Lender pursuant to subsection 11.1B.

                  "ADDITIONAL MORTGAGED PROPERTY" has the meaning set forth
in subsection 6.9.

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                  "ADDITIONAL MORTGAGES" has the meaning set forth in
subsection 6.9.

                  "ADMINISTRATIVE AGENT" has the meaning assigned to that
term in the introduction to this Agreement and also means and includes any
successor Administrative Agent appointed pursuant to subsection 9.5A.

                  "AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFECTED LOANS" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFILIATE", as applied to any Person, means any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled
by" and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

                  "AFFILIATED FUND" means, with respect to any Lender, a fund
that invests in commercial loans and is managed by the same investment
advisor as such Lender, an Affiliate of such Lender or by an Affiliate of the
same investment advisor of such Lender.

                  "AGENTS" means Administrative Agent, Syndication Agent,
Collateral Agent and, for purposes of subsections 9.2D, 9.2E, 9.3, 9.4, 11.3
and 11.18 only, Documentation Agents and DLJ and Banc of America Securities
LLC, in their capacities as Lead Arranger and Co-Arranger, respectively.

                  "AGREEMENT" means this First Amended and Restated Credit
Agreement dated as of September 29, 2000, as it may be amended, supplemented
or otherwise modified from time to time.

                  "ASSET SALE" means the sale by Company or any of its
Subsidiaries to any Person other than Company or any of its wholly-owned
Subsidiaries of (i) any of the stock of any of Company's Subsidiaries, (ii)
substantially all of the assets of any division or line of business of
Company or any of its Subsidiaries, or (iii) any other assets (whether
tangible or intangible) of Company or any of its Subsidiaries (other than (a)
inventory sold in the ordinary course of business, (b) Cash Equivalents, (c)
obsolete equipment or equipment no longer used or useful in the business of
Company or any of its Subsidiaries sold for not in excess of $1,000,000 in
the aggregate for each Fiscal Year, and (d) any such other assets to the
extent that (x) the aggregate value of such assets sold in any single
transaction or related series of transactions is equal to $1,000,000 or less
and (y) the aggregate value of such assets sold in any Fiscal Year is equal
to $3,000,000 or less).

                  "ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of EXHIBIT IX annexed hereto.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor
statute.

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                  "BASE RATE" means, at any time, the higher of (i) the
Reference Rate or (ii) the rate which is 1/2 of 1% in excess of the Federal
Funds Effective Rate.

                  "BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

                  "BASE RATE MARGIN" means the margin over the Base Rate used
in determining the rate of interest of Base Rate Loans pursuant to subsection
2.2A.

                  "BOFA" has the meaning assigned to that term in the
introduction to this Agreement.

                  "BUSINESS DAY" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the states of New York or
California or is a day on which banking institutions located in such state
are authorized or required by law or other governmental action to close, and
(ii) with respect to all notices, determinations, fundings and payments in
connection with LIBOR or any LIBOR Loans, any day that is a Business Day
described in clause (i) above and that is also a day for trading by and
between banks in Dollar deposits in the London interbank market.

                  "CAPITAL LEASE", as applied to any Person, means any lease
of any property (whether real, personal or mixed) by that Person as lessee
that, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

                  "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of
a corporation, any and all equivalent ownership interests in a Person (other
than a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase
or other arrangements or rights to acquire any of the foregoing.

                  "CASH" means money, currency or a credit balance in a
Deposit Account.

                  "CASH EQUIVALENTS" means, as at any date of determination,
(i) marketable securities (a) issued or directly and unconditionally
guaranteed as to interest and principal by the United States Government or
(b) issued by any agency of the United States the obligations of which are
backed by the full faith and credit of the United States, in each case
maturing within one year after such date; (ii) marketable direct obligations
issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof, in each
case maturing within one year after such date and having, at the time of the
acquisition thereof, the highest rating obtainable from either S&P or
Moody's; (iii) commercial paper maturing no more than one year from the date
of creation thereof and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year
after such date and issued or accepted by any Lender or by any commercial
bank organized under the laws of the United States of America or any state
thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; (v) shares of any money market mutual fund that (a)
has at least 95% of its assets invested

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continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000, and (c) has the
highest rating obtainable from either S&P or Moody's; and (vi) the reasonable
foreign currency equivalents of any of the foregoing items (i) through (iv)
held by any Foreign Subsidiary.

                  "CHANGE IN CONTROL" means any of the following: (i) any
Person (other than a Permitted Holder) acting in concert with one or more
other Persons (other than any Permitted Holder) shall have acquired
beneficial ownership, directly or indirectly, of Securities of Company (or
other Securities convertible into such Securities) representing 30% or more
of the combined voting power of all Securities of Company entitled to vote in
the election of members of the Governing Body of Company, other than
Securities having such power only by reason of the happening of a
contingency; (ii) the occurrence of a change in the composition of the
Governing Body of Company such that a majority of the members of any such
Governing Body are not Continuing Members; and (iii) the occurrence of any
"Change of Control" as defined in any indenture, other agreement or
certificate of designation of preferences relating to Subordinated
Indebtedness or preferred stock of Company. As used herein, the term
"beneficially own" or "beneficial ownership" shall have the meaning set forth
in the Exchange Act and the rules and regulations promulgated thereunder.

                  "CLASS" means, as applied to Lenders, each of the following
classes of Lenders: (i) Lenders having Revolving Loan Exposure, (ii) Lenders
having Acquisition Term Loan Exposure and (iii) Lenders having Term Loan
Exposure with respect to any additional Tranche of Term Loans (whether
created pursuant to the Increased Commitment Agreement or otherwise), each
group of Lenders having a commitment for a separate Tranche of Loans
constituting a Class.

                  "CLOSING DATE" means August 17, 2000, on which the initial
Loans are made.

                  "CLOSING DATE MORTGAGED PROPERTY" has the meaning set forth
in subsection 4.1K.

                  "CLOSING DATE MORTGAGES" has the meaning set forth in
subsection 4.1K.

                  "COLLATERAL" means, collectively, all of the real, personal
and mixed property (including capital stock and similar equity interests) on
which Liens are purported to be granted pursuant to the Collateral Documents
as security for the Obligations.

                  "COLLATERAL ACCOUNT" has the meaning assigned to that term
in the Security Agreement.

                  "COLLATERAL DOCUMENTS" means the Security Agreement, the
Foreign Pledge Agreements, the Mortgages and all other instruments or
documents delivered by any Loan Party pursuant to this Agreement or any of
the other Loan Documents in order to grant to Administrative Agent, on behalf
of Lenders, a Lien on any real, personal or mixed property of that Loan Party
as security for the Obligations.

                  "COMMERCIAL LETTER OF CREDIT" means any letter of credit or
similar instrument issued for the purpose of providing the primary payment
mechanism in connection with the

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purchase of any materials, goods or services by Company or any of its
Subsidiaries in the ordinary course of business of Company or such Subsidiary.

                  "COMMITMENTS" means the commitments of Lenders to make
Revolving Loans as set forth in subsection 2.1A(i) PLUS the commitments of
the Acquisition Term Loan Lenders to make Acquisition Term Loans as set forth
in subsection 2.1A(iii) plus any Increased Commitments pursuant to subsection
2.10.

                  "COMPANY" has the meaning assigned to that term in the
introduction to this Agreement.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially
in the form of EXHIBIT VI annexed hereto.

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means collectively,
the Confidential Information Memorandum dated July 2000 and the Confidential
Information Memorandum dated September 2000, each prepared by Syndication
Agent relating to the credit facilities evidenced by this Agreement.

                  "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period,
the sum of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and
its Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of
cash flows of Company and its Subsidiaries, excluding expenditures described
in clauses (v) and (vii) of subsection 7.3.

                  "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period EXCLUDING, HOWEVER, any
interest expense not payable in Cash (including amortization of discount and
amortization of debt issuance costs).

                  "CONSOLIDATED EBITDA" means, for any period, the sum,
without duplication, of the amounts for such period of (i) Consolidated Net
Income, (ii) Consolidated Interest Expense, (iii) provisions for taxes based
on income, (iv) total depreciation expense, (v) total amortization expense,
(vi) other non-cash items (other than any such non-cash item to the extent it
represents an accrual of or reserve for cash expenditures in any future
period), (vii) charges incurred in such period related to litigation with
Lockheed Martin Corporation in an amount not in excess of $6,000,000 in the
aggregate for all periods and (viii) Transaction Costs, but only, in the case
of clauses (ii)-(viii), to the extent deducted in the calculation of
Consolidated Net Income, LESS other non-cash items added in the calculation
of Consolidated Net Income (other than any such non-cash item to the extent
it will result in the receipt of cash payments in any future period), all of
the foregoing as determined on a consolidated basis for Company and its
Subsidiaries in conformity with GAAP; PROVIDED that for purposes of
subsection 7.6 only all components of Consolidated EBITDA for any four-Fiscal
Quarter period shall, without duplication, include or exclude, as the case
may be, such components of Consolidated EBITDA attributable to any business
or assets that have been acquired or disposed of (and any related
Indebtedness that has

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been incurred or repaid) by Company or any of its Subsidiaries after the
first day of such four-Fiscal Quarter period and prior to the end of such
period, as determined in good faith by Company on a pro forma basis for such
period as if such acquisition or disposition had occurred and related
Indebtedness had been incurred or repaid on such first day of such period.

                  "CONSOLIDATED FIXED CHARGES" means, for any period, the sum
(without duplication) of the amounts for such period of (i) Consolidated Cash
Interest Expense, (ii) scheduled principal payments in respect of
Consolidated Total Debt (excluding scheduled principal payments in respect of
Indebtedness under the Existing Credit Agreement), (iii) provisions for taxes
based on income actually paid in Cash or provisions for Cash income taxes and
(iv) Consolidated Capital Expenditures, all of the foregoing as determined on
a consolidated basis for Company and its Subsidiaries in conformity with GAAP.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period,
total interest expense (including that portion attributable to Capital Leases
in accordance with GAAP and capitalized interest) of Company and its
Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of Company and its Subsidiaries, including all commissions,
discounts and other fees and charges owed with respect to letters of credit
and bankers' acceptance financing and net costs under Interest Rate
Agreements, but excluding, however, any amortization of debt issuance costs
incurred in connection with the Existing Credit Agreement and this Agreement,
including any amounts referred to in subsection 2.3 payable to Agents and
Lenders and amounts referred to in subsection 11.2 on or before the Closing
Date.

                  "CONSOLIDATED LEVERAGE RATIO" means, as of the last day of
any Fiscal Quarter, the ratio of (a) the sum of Consolidated Total Debt and
the aggregate principal amount of all outstanding Letters of Credit as at
such day to (b) Consolidated EBITDA for the consecutive four Fiscal Quarters
ending on such day.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of Company and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in conformity with
GAAP; PROVIDED that there shall be excluded (i) the income (or loss) of any
Person (other than a Subsidiary of Company) in which any other Person (other
than Company or any of its Subsidiaries) has a joint interest, except to the
extent of the amount of dividends or other distributions actually paid to
Company or any of its Subsidiaries by such Person during such period, (ii)
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Company or is merged into or consolidated with Company or any
of its Subsidiaries or that Person's assets are acquired by Company or any of
its Subsidiaries, (iii) the income of any Subsidiary of Company to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary, (iv)
any after-tax gains or losses attributable to Asset Sales or returned surplus
assets of any Pension Plan, and (v) (to the extent not included in clauses
(i) through (iv) above) any net extraordinary gains or net non-cash
extraordinary losses.

                  "CONSOLIDATED NET WORTH" means, as at any date of
determination, the sum of the capital stock and additional paid-in capital
plus retained earnings (or minus accumulated

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deficits) of Company and its Subsidiaries on a consolidated basis determined
in conformity with GAAP.

                  "CONSOLIDATED TOTAL DEBT" means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
of Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

                  "CONTINGENT OBLIGATION", as applied to any Person, means
any direct or indirect liability, contingent or otherwise, of that Person (i)
with respect to any Indebtedness, lease, dividend or other obligation of
another if the primary purpose or intent thereof by the Person incurring the
Contingent Obligation is to provide assurance to the obligee of such
obligation of another that such obligation of another will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof, (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings, or (iii) under Hedge Agreements.
Contingent Obligations shall include (a) the direct or indirect guaranty,
endorsement (otherwise than for collection or deposit in the ordinary course
of business), co-making, discounting with recourse or sale with recourse by
such Person of the obligation of another, (b) the obligation to make
take-or-pay or similar payments if required regardless of non-performance by
any other party or parties to an agreement, and (c) any liability of such
Person for the obligation of another through any agreement (contingent or
otherwise) (1) to purchase, repurchase or otherwise acquire such obligation
or any security therefor, or to provide funds for the payment or discharge of
such obligation (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise) or (2) to maintain the solvency or any
balance sheet item, level of income or financial condition of another if, in
the case of any agreement described under subclauses (1) or (2) of this
sentence, the primary purpose or intent thereof is as described in the
preceding sentence. The amount of any Contingent Obligation shall be equal to
the amount of the obligation so guaranteed or otherwise supported or, if
less, the amount to which such Contingent Obligation is specifically limited.

                  "CONTINUING MEMBER" means, as of any date of determination
any member of the Governing Body of Company who (i) was a member of such
Governing Body on the Closing Date or (ii) was nominated for election or
elected to such Governing Body with the affirmative vote of a majority of the
members who were either members of such Governing Body on the Closing Date or
whose nomination or election was previously so approved.

                  "CONTRACTUAL OBLIGATION", as applied to any Person, means
any provision of any Security issued by that Person or of any material
indenture, mortgage, deed of trust, contract, undertaking, agreement or other
instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement to which Company or any of its
Subsidiaries is a party.

                  "DEFAULT EXCESS" means, with respect to any Defaulting
Lender, the excess, if any, of such Defaulting Lender's Pro Rata Share of the
aggregate outstanding principal amount

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of Revolving Loans of all Lenders (calculated as if all Defaulting Lenders
(other than such Defaulting Lender) had funded all of their respective
Defaulted Revolving Loans) over the aggregate outstanding principal amount of
all Revolving Loans of such Defaulting Lender.

                  "DEFAULT PERIOD" means, with respect to any Defaulting
Lender, the period commencing on the date of the applicable Funding Default
and ending on the earliest of the following dates: (i) the date on which all
Revolving Loan Commitments are cancelled or terminated and/or the Obligations
are declared or become immediately due and payable, (ii) the date on which
(a) the Default Excess with respect to such Defaulting Lender shall have been
reduced to zero (whether by the funding by such Defaulting Lender of any
Defaulted Revolving Loans of such Defaulting Lender or by the non-pro rata
application of any voluntary or mandatory prepayments of the Revolving Loans
in accordance with the terms of subsection 2.4 or by a combination thereof)
and (b) such Defaulting Lender shall have delivered to Company and
Administrative Agent a written reaffirmation of its intention to honor its
obligations hereunder with respect to its Revolving Loan Commitment, and
(iii) the date on which Company, Agents and Revolving Lenders waive all
Funding Defaults of such Defaulting Lender in writing.

                  "DEFAULTING LENDER" has the meaning assigned to that term
in subsection 2.9B.

                  "DEFAULTED REVOLVING LOAN" has the meaning assigned to that
term in subsection 2.9B.

                  "DEPOSIT ACCOUNT" means a demand, time, savings, passbook
or like account with a bank, savings and loan association, credit union or
like organization, other than an account evidenced by a negotiable
certificate of deposit.

                  "DLJ" has the meaning assigned to that term in the
introduction to this Agreement.

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

                  "DOMESTIC SUBSIDIARY" means any Subsidiary of Company that
is incorporated or organized under the laws of the United States of America,
any state thereof or in the District of Columbia.

                  "ELIGIBLE ASSIGNEE" means (i) (a) a commercial bank
organized under the laws of the United States or any state thereof; (b) a
savings and loan association or savings bank organized under the laws of the
United States or any state thereof; (c) a commercial bank organized under the
laws of any other country or a political subdivision thereof; PROVIDED that
(1) such bank is acting through a branch or agency located in the United
States or (2) such bank is organized under the laws of a country that is a
member of the Organization for Economic Cooperation and Development or a
political subdivision of such country; and (d) any other entity that is an
"accredited investor" (as defined in Regulation D under the Securities Act)
that extends credit or buys loans as one of its businesses including
insurance companies, mutual funds and lease financing companies; and (ii) any
Lender, any Affiliate of any Lender and any Affiliated Fund of any Lender;
PROVIDED that neither Company nor any Affiliate of Company shall be an
Eligible Assignee.

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                  "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan"
as defined in Section 3(3) of ERISA (i) which is maintained or contributed to
by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates or (ii) with respect to which there is reasonably expected to be
any potential or outstanding liability of Company or any of its Subsidiaries.

                  "ENVIRONMENTAL CLAIM" means any investigation, notice,
notice of violation, claim, action, suit, proceeding, demand, abatement order
or other order or directive (conditional or otherwise), by any Government
Authority or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law, (ii) in connection
with any Hazardous Materials or any actual or alleged Hazardous Materials
Activity, or (iii) in connection with any actual or alleged damage, injury,
threat or harm to health, safety, natural resources or the environment.

                  "ENVIRONMENTAL LAWS" means any and all current or future
statutes, ordinances, orders, rules, regulations, guidance documents,
judgments, Governmental Authorizations, or any other requirements of any
Government Authority relating to (i) environmental matters, including those
relating to any Hazardous Materials Activity, (ii) the generation, use,
storage, transportation or disposal of Hazardous Materials, or (iii)
occupational safety and health, industrial hygiene, land use or the
protection of human, plant or animal health or welfare, in any manner
applicable to Company or any of its Subsidiaries or any Facility.

                  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any successor thereto.

                  "ERISA AFFILIATE" means, as applied to any Person, (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person
is a member; (ii) any trade or business (whether or not incorporated) that is
a member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person
is a member; and (iii) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Internal Revenue Code of which that
Person, any corporation described in clause (i) above or any trade or
business described in clause (ii) above is a member. Any former ERISA
Affiliate of a Person or any of its Subsidiaries shall continue to be
considered an ERISA Affiliate of such Person or such Subsidiary within the
meaning of this definition with respect to the period such entity was an
ERISA Affiliate of such Person or such Subsidiary and with respect to
liabilities arising after such period for which such Person or such
Subsidiary could be liable under the Internal Revenue Code or ERISA.

                  "ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for
30-day notice to the PBGC has been waived by regulation); (ii) the failure to
meet the minimum funding standard of Section 412 of the Internal Revenue Code
with respect to any Pension Plan (whether or not waived in accordance with
Section 412(d) of the Internal Revenue Code) or the failure to make by its
due date a required installment under Section 412(m) of the Internal Revenue
Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (iii) the provision by

                                          10

<PAGE>

the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA
of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of
its Subsidiaries or any of their respective ERISA Affiliates from any Pension
Plan with two or more contributing sponsors or the termination of any such
Pension Plan resulting in liability pursuant to Section 4063 or 4064 of
ERISA; (v) the institution by the PBGC of proceedings to terminate any
Pension Plan, or the occurrence of any event or condition which constitutes
grounds under ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; (vi) the imposition of liability on Company,
any of its Subsidiaries or any of their respective ERISA Affiliates pursuant
to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA)
from any Multiemployer Plan if there is any potential liability therefor, or
the receipt by Company, any of its Subsidiaries or any of their respective
ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or
that it intends to terminate or has terminated under Section 4041A or 4042 of
ERISA; (viii) receipt from the Internal Revenue Service of notice of the
failure of any Pension Plan (or any other Employee Benefit Plan intended to
be qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation
under Section 501(a) of the Internal Revenue Code; or (ix) the imposition of
a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code
or pursuant to ERISA with respect to any Pension Plan.

                  "EVENT OF DEFAULT" means each of the events set forth in
Section 8.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

                  "EXISTING CREDIT AGREEMENT" means the Credit Agreement, dated
as of August 21, 1998, as amended through the date hereof, among Company, MSL
Overseas Finance BV, DLJ Capital Funding, Inc., as syndication agent, Bank of
America, N.A., as administrative agent, collateral agent and issuing lender,
Bank of America International Limited, as sub-agent and the lenders named
therein.

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

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the rate
set forth in the weekly statistical release designated as H.15(519), or any
successor publication, published by the Federal Reserve Bank of New York
(including any such successor, "H.15(519)") on the preceding Business Day
opposite the caption "Federal Funds (Effective)"; or, if for any relevant day
such rate is not so published on any such preceding Business Day, the rate for
such day will be the arithmetic mean as determined by Administrative Agent of
the rates for the last transaction in overnight Federal funds arranged prior to
9:00 A.M. (New York City time) on that

                                       11
<PAGE>

day by each of three leading brokers of Federal funds transactions in New
York City selected by Administrative Agent.

                  "FINANCIAL PLAN" has the meaning assigned to that term in
subsection 6.1(xii).

                  "FIRST AMENDMENT" means the First Amendment Agreement and
Consent, dated as of September 29, 2000.

                  "FIRST AMENDMENT CLOSING DATE" means September 29, 2000.

                  "FIRST PRIORITY" means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that (i) such
Lien has priority over any other Lien on such Collateral (other than Liens
permitted pursuant to subsection 7.2A) and (ii) such Lien is the only Lien
(other than Liens permitted pursuant to subsection 7.2A) to which such
Collateral is subject.

                  "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

                  "FISCAL YEAR" means the fiscal year of Company and its
Subsidiaries ending on December 31 of each calendar year.

                  "FLOOD HAZARD PROPERTY" means a Closing Date Mortgaged
Property or an Additional Mortgaged Property located in an area designated by
the Federal Emergency Management Agency as having special flood or mud slide
hazards.

                  "FOREIGN PLEDGE AGREEMENT" means each pledge agreement or
similar instrument governed by the laws of a country other than the United
States, executed on the Closing Date or from time to time thereafter in
accordance with subsection 6.8 by Company or any Domestic Subsidiary that owns
capital stock of one or more Foreign Subsidiaries organized in such country, in
form and substance satisfactory to Administrative Agent, as such Foreign Pledge
Agreement may be amended, supplemented or otherwise modified from time to time.

                  "FOREIGN SUBSIDIARY" means any Subsidiary of Company that is
not a Domestic Subsidiary.

                  "FUNDING AND PAYMENT OFFICE" means (i) the office of
Administrative Agent and Swing Line Lender designated for funding or payment in
SCHEDULE 11.8 or (ii) such other office of Administrative Agent and Swing Line
Lender as may from time to time hereafter be designated as such in a written
notice delivered by Administrative Agent and Swing Line Lender to Company and
each Lender.

                  "FUNDING DATE" means the date of the funding of a Loan.

                  "FUNDING DEFAULT" has the meaning assigned to that term in
subsection 2.9B.

                  "GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public

                                       12
<PAGE>

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession, in each case
as the same are applicable to the circumstances as of the date of
determination.

                  "GOVERNING BODY" means the board of directors or other body
having the power to direct or cause the direction of the management and policies
of a Person that is a corporation, partnership, trust or limited liability
company.

                  "GOVERNMENT AUTHORITY" means any political subdivision or
department thereof, any other governmental or regulatory body, commission,
central bank, board, bureau, organ or instrumentality or any court, in each case
whether federal, state, local or foreign.

                  "GOVERNMENTAL AUTHORIZATION" means any permit, license,
registration, authorization, plan, directive, consent order or consent decree of
or from, or notice to, any Government Authority.

                  "HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", acutely hazardous waste", "radioactive waste", "biohazardous waste",
"pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste",
"infectious waste", "toxic substances", or any other term or expression intended
to define, list or classify substances by reason of properties harmful to
health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
any asbestos-containing materials; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated biphenyls; (ix) pesticides; and (x) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any Government Authority.

                  "HAZARDOUS MATERIALS ACTIVITY" means any past, current,
proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding,
presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.

                  "HEDGE AGREEMENT" means an Interest Rate Agreement or a
Currency Agreement designed to hedge against fluctuations in interest rates or
currency values, respectively.

                                       13
<PAGE>

                  "INCREASED COMMITMENTS AGREEMENT" means the agreement entered
into among Company, Agents, Lenders agreeing to increase their Revolving Loan
Commitments, or become Term Loan Lenders, and Additional Lenders pursuant to
subsection 2.10.

                  "INDEBTEDNESS", as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, and (v) all indebtedness secured by any Lien on any property
or asset owned or held by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person. Obligations under Interest Rate Agreements and Currency
Agreements constitute (1) in the case of Hedge Agreements, Contingent
Obligations, and (2) in all other cases, Investments, and in neither case
constitute Indebtedness.

                  "INDEMNITEE" has the meaning assigned to that term in
subsection 11.3.

                  "INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames, copyrights, technology, software, know-how and processes used in or
necessary for the conduct of the business of Company and its Subsidiaries as
currently conducted that are material to the condition (financial or otherwise),
business or operations of Company and its Subsidiaries, taken as a whole.

                  "INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan, the last Business Day of each March, June, September and December of
each year, commencing on the first such date to occur after the Closing Date,
and (ii) with respect to any LIBOR Loan, the last day of each Interest Period
applicable to such Loan; PROVIDED that in the case of each Interest Period of
longer than three months "Interest Payment Date" shall also include each date
that is three months, or a multiple thereof, after the commencement of such
Interest Period.

                  "INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement to which Company or any of its Subsidiaries is
a party.

                  "INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the second Business Day prior to the first day of such Interest
Period.

                  "INTEREST RATE EXCHANGER" means a Lender party to an Interest
Rate Agreement.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter, and any
successor statute.

                                       14
<PAGE>

                  "INVESTMENT" means (i) any direct or indirect purchase or
other acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other than
Company or any of its Subsidiaries, of any equity Securities of such Subsidiary,
(iii) any direct or indirect loan, advance (other than advances to employees for
moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by
Company or any of its Subsidiaries to any other Person (other than a
wholly-owned Subsidiary of Company), including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business, or (iv)
Interest Rate Agreements or Currency Agreements not constituting Hedge
Agreements; PROVIDED, HOWEVER, that (a) current trade and customer accounts
receivable for goods furnished or services rendered in the ordinary course of
business and payable in accordance with customary trade terms, and (b) advances
and prepayments to suppliers for goods and services in the ordinary course of
business are not Investments. The amount of any Investment shall be the original
cost of such Investment PLUS the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment (other than adjustments for the
repayment of, or the return of capital with respect to, the original principal
amount of any such Investment).

                  "IP COLLATERAL" means, collectively, the Intellectual Property
that constitutes Collateral under the Security Agreement.

                  "ISSUING LENDER" means BofA in its capacity as issuer of one
or more Letters of Credit hereunder.

                  "JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form;
PROVIDED that in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

                  "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any
Leasehold Property, a letter, certificate or other instrument in writing from
the lessor under the related lease, reasonably satisfactory in form and
substance to Agents, pursuant to which such lessor agrees, for the benefit of
Collateral Agent, (i) that without any further consent of such lessor or any
further action on the part of the Loan Party holding such Leasehold Property,
such Leasehold Property may be encumbered pursuant to a Mortgage and may be
assigned to the purchaser at a foreclosure sale or in a transfer in lieu of such
a sale (and to a subsequent third party assignee if any Agent, any Lender, or an
Affiliate of either so acquires such Leasehold Property), (ii) that such lessor
shall not terminate such lease as a result of a default by such Loan Party
thereunder without first giving Collateral Agent notice of such default and at
least 60 days (or, if such default cannot reasonably be cured by an Agent within
such period, such longer period as may reasonably be required) to cure such
default, and (iii) to such other matters relating to such Leasehold Property as
Collateral Agent may reasonably request.

                                       15
<PAGE>

                  "L/C AMENDMENT APPLICATION" means an application form for
amendment of outstanding standby or commercial documentary letters of credit as
shall at any time be in use at Issuing Lender as Issuing Lender shall request.

                  "LEASEHOLD PROPERTY" means any leasehold interest of any Loan
Party as lessee under any lease of real property located in the United States,
other than any such leasehold interest designated from time to time by
Syndication Agent in its sole discretion as not being required to be included in
the Collateral.

                  "LENDER" and "LENDERS" means the persons identified as
"Lenders" and listed on SCHEDULE 2.1, together with their successors and
permitted assigns pursuant to subsection 11.1 and any additional Lenders
pursuant to subsection 2.10, and the term "Lenders" shall include Swing Line
Lender unless the context otherwise requires.

                  "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial
Letters of Credit and Standby Letters of Credit issued or to be issued by
Issuing Lender for the account of Company pursuant to subsection 3.1.

                  "LETTER OF CREDIT USAGE" means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is or at any
time thereafter may become available for drawing under all Letters of Credit
then outstanding PLUS (ii) the aggregate amount of all drawings under Letters of
Credit honored by Issuing Lender and not theretofore reimbursed out of the
proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed
by Company.

                  "LIBOR" means, for any Interest Rate Determination Date with
respect to an Interest Period for a LIBOR Loan, the rate per annum obtained by
DIVIDING (i) the rate per annum (rounded upward to the nearest 1/100 of one
percent) that appears on the Dow Jones Markets (Telerate) page 3750 (or such
other comparable page as may, in the opinion of Administrative Agent, replace
such page for the purpose of displaying such rate) with maturities comparable to
such Interest Period as of approximately 11:00 a.m. (London time) on such
Interest Rate Determination Date BY (ii) a percentage equal to 100% MINUS the
stated maximum rate of all reserve requirements (including any marginal,
emergency, supplemental, special or other reserves) applicable on such Interest
Rate Determination Date to any member bank of the Federal Reserve System in
respect of "Eurocurrency liabilities" as defined in Regulation D (or any
successor category of liabilities under Regulation D).

                  "LIBOR LOANS" means Loans bearing interest at rates determined
by reference to LIBOR as provided in subsection 2.2A.

                  "LIBOR MARGIN" means the margin over LIBOR used in determining
the rate of interest of LIBOR Loans pursuant to subsection 2.2A.

                  "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

                                       16
<PAGE>

                  "LOAN" or "LOANS" means one or more of the Revolving Loans,
Term Loans or Swing Line Loans or any combination thereof.

                  "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters
of Credit, the L/C Amendment Applications (and any other applications for, or
reimbursement agreements or other documents or certificates executed by Company
in favor of Issuing Lender relating to, the Letters of Credit), the Subsidiary
Guaranty and the Collateral Documents.

                  "LOAN PARTY" means each of Company and any of Company's
Domestic Subsidiaries from time to time executing a Loan Document, and "LOAN
PARTIES" means all such Persons, collectively.

                  "MARGIN DETERMINATION CERTIFICATE" means an Officer's
Certificate of Company delivered pursuant to 6.1(iv) setting forth in reasonable
detail the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending
as of the last day of the Fiscal Quarter during which such Officer's Certificate
is delivered.

                  "MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

                  "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries taken as a whole or (ii)
the material impairment of the ability of any Loan Party to perform, or of
Agents or Lenders to enforce, the Obligations.

                  "MATERIAL LEASEHOLD PROPERTY" means a Leasehold Property
reasonably determined by Agents to be of material value as Collateral or of
material importance to the operations of Company or any of its Subsidiaries.

                  "MORTGAGE" means (i) a security instrument (whether designated
as a deed of trust or a mortgage or by any similar title) executed and delivered
by any Loan Party, substantially in the form of EXHIBIT XII annexed hereto or in
such other form as may be approved by Agents in their sole discretion, in each
case with such changes thereto as may be recommended by Agents' local counsel
based on local laws or customary local mortgage or deed of trust practices and
approved by Company, or (ii) at Agents' option, in the case of an Additional
Mortgaged Property, an amendment to an existing Mortgage, in form satisfactory
to Agents, adding such Additional Mortgaged Property to the Real Property Assets
encumbered by such existing Mortgage, in either case as such security instrument
or amendment may be amended, supplemented or otherwise modified from time to
time. "MORTGAGES" means all such instruments, including the Closing Date
Mortgages and any Additional Mortgages, collectively.

                  "MOODY'S" means Moody's Investors Service, Inc. and its
successors.

                  "MSL SLC" has the meaning set forth in the recitals hereto.

                  "MULTIEMPLOYER PLAN" means any Employee Benefit Plan that is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

                                       17
<PAGE>

                  "NET ASSET SALE PROCEEDS" means, with respect to any Asset
Sale, Cash payments (including any Cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) received from such Asset Sale, net of any bona fide direct
costs incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of such
Asset Sale as a result of such Asset Sale, (ii) transfer, sales, use and other
taxes payable in connection with such Asset Sale, (iii) reasonable financial
advisor's commissions and reasonable fees and expenses of counsel and other
advisors in connection with such Asset Sale, and (iv) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof as
a result of such Asset Sale; provided, however, that Net Asset Sale proceeds
shall not include any cash payments received from any Asset Sale by a Foreign
Subsidiary unless such proceeds may be repatriated (by reason of a repayment of
an intercompany note or otherwise) to the United States without (in the
reasonable judgment of Company) resulting in a material tax liability to
Company.

                  "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments
or proceeds received by Company or any of its Subsidiaries (i) under any
business interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Company or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
actual and reasonable documented costs incurred by Company or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
Company or such Subsidiary in respect thereof.

                  "NET DEBT PROCEEDS" means the cash proceeds (net of any
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses) from the
issuance or incurrence of Indebtedness by Company or any of its Subsidiaries.

                  "NON-US LENDER" has the meaning assigned to that term in
subsection 2.7B(iii)(a).

                  "NOTES" means one or more of the Revolving Notes, Term Notes
or Swing Line Note or any combination thereof.

                  "NOTICE OF BORROWING" means a notice substantially in the form
of EXHIBIT I annexed hereto.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice
substantially in the form of EXHIBIT II annexed hereto.

                  "OBLIGATIONS" means all obligations of every nature of each
Loan Party from time to time owed to Agents, Lenders or any of them under the
Loan Documents, whether for principal, interest, reimbursement of amounts drawn
under Letters of Credit, fees, expenses, indemnification or otherwise.

                                       18
<PAGE>

                  "OFFICER" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as the foregoing.

                  "OFFICER'S CERTIFICATE" means, as applied to any Person that
is a corporation, partnership, trust or limited liability company, a certificate
executed on behalf of such Person by one or more Officers of such Person or one
or more Officers of a general partner or a managing member if such general
partner or managing member is a corporation, partnership, trust or limited
liability company.

                  "OPERATING LEASE" means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

                  "ORGANIZATIONAL DOCUMENTS" means the documents (including
Bylaws, if applicable) pursuant to which a Person that is a corporation,
partnership, trust or limited liability company is organized.

                  "ORIGINAL CREDIT AGREEMENT" has the meaning set forth in the
recitals hereto.

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

                  "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

                  "PERMITTED ENCUMBRANCES" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien relating to or imposed in
connection with any Environmental Claim, and any such Lien expressly prohibited
by any applicable terms of any of the Collateral Documents):

                  (i) Liens for taxes, assessments or governmental charges or
          claims the payment of which is not, at the time, required by
          subsection 6.3;

                  (ii) statutory Liens of landlords, statutory Liens and rights
          of set-off of banks, statutory Liens of carriers, warehousemen,
          mechanics, repairmen, workmen and materialmen, and other Liens imposed
          by law, in each case incurred in the ordinary course of business (a)
          for amounts not yet overdue or (b) for amounts that are overdue and
          that (in the case of any such amounts overdue for a period in excess
          of 5 days) are being contested in good faith by appropriate
          proceedings, so long as (1) such reserves or other appropriate
          provisions, if any, as shall be required by GAAP shall have been made
          for any such contested amounts, and (2) in the case of a Lien with
          respect to any portion of the Collateral, such proceedings
          conclusively operate to stay the sale of any portion of the Collateral
          on account of such Lien;

                                       19
<PAGE>

                  (iii) Liens incurred or deposits made in the ordinary course
          of business in connection with workers' compensation, unemployment
          insurance and other types of social security, or to secure the
          performance of tenders, statutory obligations, surety and appeal
          bonds, bids, leases, government contracts, trade contracts,
          performance and return-of-money bonds and other similar obligations
          (exclusive of obligations for the payment of borrowed money), so long
          as no foreclosure, sale or similar proceedings have been commenced
          with respect to any portion of the Collateral on account thereof;

                  (iv) any attachment or judgment Lien not constituting an Event
          of Default under subsection 8.8;

                  (v) leases or subleases granted to third parties in accordance
          with any applicable terms of the Collateral Documents and not
          interfering in any material respect with the ordinary conduct of the
          business of Company or any of its Subsidiaries or resulting in a
          material diminution in the value of any Collateral as security for the
          Obligations;

                  (vi) easements, rights-of-way, restrictions, encroachments,
          and other minor defects or irregularities in title, in each case which
          do not and will not interfere in any material respect with the
          ordinary conduct of the business of Company or any of its Subsidiaries
          or result in a material diminution in the value of any Collateral as
          security for the Obligations;

                  (vii) any (a) interest or title of a lessor or sublessor under
          any lease not prohibited by this Agreement, (b) restriction or
          encumbrance that the interest or title of such lessor or sublessor may
          be subject to, or (c) subordination of the interest of the lessee or
          sublessee under such lease to any restriction or encumbrance referred
          to in the preceding clause (b), so long as the holder of such
          restriction or encumbrance agrees to recognize the rights of such
          lessee or sublessee under such lease;

                  (viii) Liens arising from filing UCC financing statements
          relating solely to leases not prohibited by this Agreement;

                  (ix) Liens in favor of customs and revenue authorities arising
          as a matter of law to secure payment of customs duties in connection
          with the importation of goods;

                  (x) any zoning or similar law or right reserved to or vested
          in any governmental office or agency to control or regulate the use of
          any real property;

                  (xi) Liens securing obligations (other than obligations
          representing Indebtedness for borrowed money) under operating,
          reciprocal easement or similar agreements entered into in the ordinary
          course of business of Company and its Subsidiaries;

                  (xii) licenses of Intellectual Property granted by Company or
          any of its Subsidiaries in the ordinary course of business and not
          interfering in any material respect with the ordinary conduct of the
          business of Company or such Subsidiary;

                                       20
<PAGE>

                  (xiii) Liens on assets of Persons that become Subsidiaries
          after the date of this Agreement, PROVIDED, HOWEVER, that such Liens
          existed at the same time such Persons became Subsidiaries and were not
          created in anticipation thereof and, in any event, do not in the
          aggregate secure Indebtedness in excess of that permitted by
          subsection 7.1(viii);

                  (xiv) purchase money security interests on any property
          acquired or held by Company or its Subsidiaries in the ordinary course
          of business, securing Indebtedness permitted hereby incurred or
          assumed for the purpose of financing all or part of the costs of
          acquiring such property; PROVIDED THAT (a) any such Lien attaches to
          such property concurrently with or within 90 days after the
          acquisition thereof, (b) such Lien attaches solely to the property
          so acquired in such transaction and its proceeds and (c) the principal
          amount of Indebtedness secured thereby does not exceed 100% of the
          cost of such property including transportation, installation and sales
          or use taxes and (d) such Liens in the aggregate do not exceed
          $3,000,000;

                  (xv) Liens solely on any cash money deposits made by Company
          or any Subsidiary in connection with any letter of intent or purchase
          agreement entered into by it; and

                  (xvi) Liens incurred in connection with the purchase or
          shipping of goods or assets on the related assets and proceeds thereof
          in favor of the seller or shipper of such goods or assets.

                  "PERMITTED HOLDER" means DLJ Merchant Banking Partners, L.P.,
and its Affiliates.

                  "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

                  "PLEDGED COLLATERAL" means, collectively, the "Pledged
Collateral" as defined in the Security Agreement and Capital Stock of a
Subsidiary pledged pursuant to any Foreign Pledge Agreement.

                  "POTENTIAL EVENT OF DEFAULT" means a condition or event that,
after notice or lapse of time or both, would constitute an Event of Default.

                  "PROCEEDINGS" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

                  "PROPOSED CAPITAL EXPENDITURES" means, for any Fiscal Year, 3%
of the revenues of Company and its Consolidated Subsidiaries for the prior
Fiscal Year calculated on a pro forma basis giving effect to the acquisition of
any Subsidiary acquired during such prior Fiscal Year as if such acquisition had
occurred on the first day of such prior Fiscal Year.


                                     21

<PAGE>

                  "PRO RATA SHARE" means the percentage equivalent (expressed as
a decimal rounded to the ninth decimal place) (i) with respect to all payments,
computations and other matters relating to the Acquisition Term Loan Commitment
or the Acquisition Term Loans of any Lender, the percentage obtained by DIVIDING
(x) the Acquisition Term Loan Exposure of that Lender BY (y) the aggregate
Acquisition Term Loan Exposure of all Lenders, (ii) with respect to all
payments, computations and other matters relating to the Term Loan Commitment or
the Term Loans relating to any other Tranche of Term Loans of any Lender the
percentage obtained by DIVIDING (x) the Term Loan Exposure of the Lender
relating to such Tranche by (y) the aggregate Term Loan Exposure of all Lenders
relating to such Tranche, (iii) with respect to all payments, computations and
other matters relating to the Revolving Loan Commitment or the Revolving Loans
of any Lender or any Letters of Credit issued or participations therein
purchased by any Lender or any assignments of any Swing Line Loans purchased by
any Lender, the percentage obtained by DIVIDING (x) the Revolving Loan Exposure
of that Lender BY (y) the aggregate Revolving Loan Exposure of all Lenders, and
(iv) for all other purposes with respect to each Lender, the percentage obtained
by DIVIDING (x) the sum of the Term Loan Exposure of that Lender PLUS the
Revolving Loan Exposure of that Lender BY (y) the sum of the aggregate Term Loan
Exposure of all Lenders PLUS the aggregate Revolving Loan Exposure of all
Lenders, in any such case as the applicable percentage may be adjusted by
assignments permitted pursuant to subsection 11.1. The initial Pro Rata Share of
each Lender is set forth opposite the name of that Lender in SCHEDULE 2.1.

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

                  "RATINGS" means ratings established by S&P and Moody's with
respect to long-term Indebtedness of Company.

                  "REAL PROPERTY ASSET" means, at any time of determination, any
interest then owned by Company and any Domestic Subsidiary in any real property.

                  "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with
respect to which a Record Document (as hereinafter defined) has been recorded in
all places necessary, in Agents' reasonable judgment, to give constructive
notice of such Leasehold Property to third-party purchasers and encumbrancers of
the affected real property. For purposes of this definition, the term "RECORD
DOCUMENT" means, with respect to any Leasehold Property, (a) the lease
evidencing such Leasehold Property or a memorandum thereof, executed and
acknowledged by the owner of the affected real property, as lessor, or (b) if
such Leasehold Property was acquired or subleased from the holder of a Recorded
Leasehold Interest, the applicable assignment or sublease document, executed and
acknowledged by such holder, in each case in form sufficient to give such
constructive notice upon recordation and otherwise in form reasonably
satisfactory to Agents.

                  "REFERENCE RATE" means the rate that BofA announces from time
to time as its reference rate, as in effect from time to time. The Reference
Rate is a reference rate set by BofA based upon various factors, including
BofA's costs and desired return, general economic conditions and other factors,
and is used as a reference point in pricing some loans and does not


                                   22

<PAGE>

necessarily represent the lowest or best rate actually charged to any
customer. BofA or any other Lender may make commercial loans or other loans
at rates of interest at, above or below the Reference Rate. Any change in the
Reference Rate announced by BofA shall take effect on the opening of business
on the day specified in the public announcement of such change.

                  "REFUNDED SWING LINE LOANS" has the meaning assigned to that
term in subsection 2.1A(ii).

                  "REGISTER" has the meaning assigned to that term in subsection
2.1D.

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

                  "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

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

                  "REQUEST FOR ISSUANCE" means a request substantially in the
form of EXHIBIT III annexed hereto delivered by Company to Issuing Lender
pursuant to subsection 3.1B(i) with respect to the proposed issuance of a Letter
of Credit.

                  "REQUISITE LENDERS" means Lenders having or holding more than
50% of the sum of (i) the aggregate Revolving Loan Exposure of all Lenders, and
(ii) the aggregate Term Loan Exposure of all Lenders.

                  "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Company now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock to the holders of that class, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of stock of Company now or
hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Company now or hereafter outstanding, and (iv)
any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

                  "REVOLVING LENDER" means a Lender having a Revolving Loan
Commitment.

                  "REVOLVING LOAN COMMITMENT" means the commitment of a Lender
to make Revolving Loans to Company pursuant to subsection 2.1A(i) and the
commitment of a Lender to

                                     23

<PAGE>

make Revolving Loans to Company pursuant to subsection 2.10, and "REVOLVING
LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "REVOLVING LOAN COMMITMENT TERMINATION DATE" means August 16,
2003.

                  "REVOLVING LOAN EXPOSURE" means, with respect to any Lender as
of any date of determination (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Revolving Loan Commitment and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of that Lender PLUS (b) in
the case of Issuing Lender, the aggregate Letter of Credit Usage in respect of
all Letters of Credit (in each case net of any participations purchased by other
Lenders in such Letters of Credit or in any unreimbursed drawings thereunder)
PLUS (c) the aggregate amount of all participations purchased by that Lender in
any outstanding Letters of Credit or any unreimbursed drawings under any Letters
of Credit PLUS (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any assignments thereof
purchased by other Lenders) PLUS (e) the aggregate amount of all assignments
purchased by that Lender in any outstanding Swing Line Loans.

                  "REVOLVING LOANS" means the Loans made by Revolving Lenders to
Company pursuant to subsection 2.1A(i).

                  "REVOLVING NOTES" means (i) any promissory notes of Company
issued pursuant to subsection 2.1E on the Closing Date and (ii) any promissory
notes issued by Company pursuant to the last sentence of subsection 11.1B(i) in
connection with assignments of the Revolving Loan Commitments and Revolving
Loans of any Lenders, in each case, substantially in the form of EXHIBIT IV
annexed hereto, as they may be amended, supplemented or otherwise modified from
time to time.

                  "S&P" means Standard & Poor's and its successors.

                  "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and any successor statute.

                  "SECURITY AGREEMENT" means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of EXHIBIT XI annexed
hereto, as such Security Agreement may thereafter be amended, supplemented or
otherwise modified from time to time.

                  "SELLER NOTE" means any Indebtedness described in subsection
7.1(vi) incurred in connection with acquisitions or Investments permitted
hereunder, evidenced by a promissory note in the form of EXHIBIT XIII hereto.

                                      24

<PAGE>

                  "SENIOR LEVERAGE RATIO" means, as of the last day of any
Fiscal Quarter, the ratio of (a) the difference between (i) the sum of
Consolidated Total Debt and the aggregate principal amount of all outstanding
Letters of Credit as at such day and (ii) the stated balance sheet amount of
Subordinated Indebtedness as at such day to (b) Consolidated EBITDA for the
consecutive four Fiscal Quarters ending on such day.

                  "SOLVENT" means, with respect to any Person, that as of the
date of determination both (i)(a) the then fair saleable value of the property
of such Person is (1) greater than the total amount of liabilities (including
contingent liabilities) of such Person and (2) not less than the amount that
will be required to pay the probable liabilities on such Person's then existing
debts as they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

                  "STANDBY LETTER OF CREDIT" means any standby letter of credit
or similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of Company or any of its Subsidiaries arising by virtue of the laws of
any jurisdiction requiring third party insurers, (iv) obligations with respect
to Capital Leases or Operating Leases of Company or any of its Subsidiaries, and
(v) performance, payment, deposit or surety obligations of Company or any of its
Subsidiaries, in any case if required by law or governmental rule or regulation
or in accordance with custom and practice in the industry; PROVIDED that Standby
Letters of Credit may not be issued for the purpose of supporting (a) trade
payables or (b) any Indebtedness constituting "antecedent debt" (as that term is
used in Section 547 of the Bankruptcy Code).

                  "SUBORDINATED INDEBTEDNESS" means any (i) Seller Note and (ii)
other Indebtedness of Company incurred from time to time and subordinated in
right of payment to the Obligations.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, trust, limited liability company, association, joint
venture or other business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard
to the occurrence of any contingency) to vote in the election of the members of
the Governing Body is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof.


                                     25

<PAGE>

                  "SUBSIDIARY GUARANTOR" means any Subsidiary of Company that
executes and delivers a counterpart of the Subsidiary Guaranty on the Closing
Date or from time to time thereafter pursuant to subsection 6.8.

                  "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed
and delivered by existing Domestic Subsidiaries of Company on the Closing Date
and to be executed and delivered by additional Domestic Subsidiaries of Company
from time to time thereafter in accordance with subsection 6.8, substantially in
the form of EXHIBIT X annexed hereto, as such Subsidiary Guaranty may hereafter
be amended, supplemented or otherwise modified from time to time.

                  "SWING LINE LENDER" means BofA, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as Swing Line Lender
hereunder.

                  "SWING LINE LOAN COMMITMENT" means the commitment of Swing
Line Lender to make Swing Line Loans to Company pursuant to subsection 2.1A(ii).

                  "SWING LINE LOANS" means the Loans made by Swing Line Lender
to Company pursuant to subsection 2.1A(ii).

                  "SWING LINE NOTE" means (i) any promissory note of Company
issued pursuant to subsection 2.1E on the Closing Date and (ii) any promissory
note issued by Company to any successor Administrative Agent and Swing Line
Lender pursuant to the last sentence of subsection 9.5B, in each case,
substantially in the form of EXHIBIT V annexed hereto, as it may be amended,
supplemented or otherwise modified from time to time.

                  "TAX" or "TAXES" means any present or future tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed, including interest, penalties, additions to tax and any
similar liabilities with respect thereto; except that, in the case of a Lender,
there shall be excluded taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) by the United States
or by any other Government Authority under the laws of which the Lender is
organized or has its principal office or maintains its applicable lending
office.

                  "TERM LOAN COMMITMENT" means the commitment of a Lender to
make Acquisition Term Loans to Company pursuant to subsection 2.1A(iii) and the
commitment of a Lender to make Term Loans to Company pursuant to subsection
2.10, and "TERM LOAN COMMITMENTS" means such commitments of all Term Loan
Lenders in the aggregate.

                  "TERM LOAN EXPOSURE" means, with respect to any Term Loan
Lender as of any date of determination (i) prior to the funding of the Term
Loans, that Lender's Term Loan Commitment and (ii) after the funding of the Term
Loans, the outstanding principal amount of the Term Loan of that Lender.

                  "TERM LOAN LENDER" means any Lender who holds a Term Loan
Commitment, or who has made a Term Loan hereunder and any assignee of such
Lender pursuant to subsection 11.1B.

                                    26

<PAGE>

                  "TERM LOANS" means the Loans made by Term Loan Lenders to
Company pursuant to subsection 2.1A(iii) and subsection 2.10.

                  "TERM NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1E and subsection 2.10 and (ii) any promissory notes
issued by Company pursuant to the last sentence of subsection 11.1B(i) in
connection with assignments of the Term Loan Commitments or Term Loans of any
Term Loan Lenders, as they may be amended, supplemented or otherwise modified
from time to time.

                  "3COM" has the meaning set forth in the recitals hereto.

                  "TIER" means the tier that is identified with the Base Rate
Margin and the LIBOR Margin for a combination of minimum levels of Ratings and
the Consolidated Leverage Ratio pursuant to subsection 2.2A.

                  "TITLE COMPANY" means, collectively, First American Title
Insurance Company, Utah Division and/or one or more other title insurance
companies reasonably satisfactory to Agents.

                  "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at
any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans PLUS (ii) the aggregate principal amount of all
outstanding Swing Line Loans PLUS (iii) the Letter of Credit Usage.

                  "TRANCHE" means a tranche of Loans (such as Acquisition Term
Loans) that bears interest at the same rate and is scheduled to be repaid at the
same time or times.

                  "TRANSACTION COSTS" means the fees, costs and expenses payable
by Company on or before the First Amendment Closing Date in connection with the
transactions contemplated by the Loan Documents.

                  "UCC" means the Uniform Commercial Code (or any similar or
equivalent legislation) as in effect in any applicable jurisdiction.

         1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
                  CALCULATIONS UNDER AGREEMENT.

                  Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (ii), (iii)
and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in
effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize GAAP as in effect on the date of determination, applied
in a manner consistent with that used in preparing the financial statements
referred to in subsection 5.3. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and Company, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent,

                                    27

<PAGE>

Lenders and Company shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of Requisite Lenders), provided that, until
so amended, such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and Company shall provide
to Administrative Agent and Lenders reconciliation statements provided for in
subsection 6.1(v).

         1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

                  A. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

                  B. References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

                  C. The use in any of the Loan Documents of the word "include"
or "including", when following any general statement, term or matter, shall not
be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2.        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

         2.1      COMMITMENTS; MAKING OF LOANS; THE REGISTER; OPTIONAL NOTES.

                  A. COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Lender hereby severally agrees to make the Revolving
Loans as described in subsections 2.1A(i), Swing Line Lender hereby agrees to
make the Swing Line Loans as described in subsection 2.1A(ii) and Acquisition
Term Loan Lenders hereby agree to make the Acquisition Term Loans as described
in subsection 2.1A(iii). Other Revolving Loans and Term Loans may be made after
the Closing Date pursuant to subsection 2.10.

                  (i) REVOLVING LOANS. Each Lender severally agrees, subject to
          the limitations set forth below with respect to the maximum amount of
          Revolving Loans permitted to be outstanding from time to time, to lend
          to Company from time to time during the period from the Closing Date
          to but excluding the Revolving Loan Commitment Termination Date an
          aggregate amount not exceeding its Pro Rata Share of the aggregate
          amount of the Revolving Loan Commitments to be used for the purposes
          identified in subsection 2.5B. The original amount of each Revolving
          Lender's Revolving Loan Commitment is set forth opposite its name on
          SCHEDULE 2.1 annexed hereto and the aggregate original amount of the
          Revolving Loan Commitments is $175,000,000; PROVIDED that the
          Revolving Loan Commitments of Revolving Lenders shall be adjusted to
          give effect to any assignments of the Revolving Loan Commitments
          pursuant to subsection 11.1B and shall be reduced from time to time by
          the amount of any reductions thereto made pursuant to subsection 2.4.
          Each Revolving Lender's Revolving Loan Commitment shall expire on the
          Revolving Loan Commitment Termination Date and all Revolving Loans

                                           28

<PAGE>


          and all other amounts owed hereunder with respect to the Revolving
          Loans and the Revolving Loan Commitments shall be paid in full no
          later than that date; PROVIDED that each Revolving Lender's
          Revolving Loan Commitment shall expire immediately and without further
          action on August 17, 2000 if the initial Revolving Loans are not made
          on or before that date. Amounts borrowed under this subsection 2.1A(i)
          may be repaid and reborrowed to but excluding the Revolving Loan
          Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Revolving Loans and the Revolving Loan Commitments
         shall be subject to the limitation that in no event shall the Total
         Utilization of Revolving Loan Commitments at any time exceed the
         Revolving Loan Commitments then in effect.

                  (ii) SWING LINE LOANS. (a) GENERAL PROVISIONS. Swing Line
          Lender hereby agrees, subject to the limitations set forth below with
          respect to the maximum amount of Swing Line Loans permitted to be
          outstanding from time to time, to make a portion of the Revolving Loan
          Commitments available to Company from time to time during the period
          from the Closing Date to but excluding the Revolving Loan Commitment
          Termination Date by making Swing Line Loans to Company in an aggregate
          amount not exceeding the amount of the Swing Line Loan Commitment to
          be used for the purposes identified in subsection 2.5B,
          notwithstanding the fact that such Swing Line Loans, when aggregated
          with Swing Line Lender's outstanding Revolving Loans and Swing Line
          Lender's Pro Rata Share of the Letter of Credit Usage then in effect,
          may exceed Swing Line Lender's Revolving Loan Commitment. The original
          amount of the Swing Line Loan Commitment is $10,000,000; PROVIDED that
          any reduction of the Revolving Loan Commitments made pursuant to
          subsection 2.4 that reduces the aggregate Revolving Loan
          Commitments to an amount less than the then current amount of the
          Swing Line Loan Commitment shall result in an automatic corresponding
          reduction of the Swing Line Loan Commitment to the amount of the
          Revolving Loan Commitments, as so reduced, without any further action
          on the part of Company, Administrative Agent or Swing Line Lender. The
          Swing Line Loan Commitment shall expire on the Revolving Loan
          Commitment Termination Date and all Swing Line Loans and all other
          amounts owed hereunder with respect to the Swing Line Loans shall be
          paid in full no later than that date; PROVIDED that the Swing Line
          Loan Commitment shall expire immediately and without further
          action on August 17, 2000 if the initial Revolving Loans are not made
          on or before that date. Amounts borrowed under this subsection
          2.1A(ii) may be repaid and reborrowed to but excluding the Revolving
          Loan Commitment Termination Date. Anything contained in this Agreement
          to the contrary notwithstanding, the Swing Line Loans and the Swing
          Line Loan Commitment shall be subject to the limitations that in no
          event shall the Total Utilization of Revolving Loan Commitments at any
          time exceed the Revolving Loan Commitments then in effect and in no
          event shall a Swing Line Loan remain outstanding for more than five
          days after its Funding Date, without repayment by Company or
          prepayment with proceeds of Revolving Loans as herein provided.

                  (b) SWING LINE LOAN PREPAYMENT WITH PROCEEDS OF REVOLVING
         LOANS. With respect to any Swing Line Loans that have not been
         voluntarily prepaid by Company pursuant to subsection 2.4A(i), Swing
         Line Lender may, at any time in its sole and absolute discretion,
         deliver to Administrative Agent (with a copy to Company), no later

                                        29


<PAGE>


         than 9:00 A.M. (San Francisco time) on the first Business Day in
         advance of the proposed Funding Date, a notice requesting Lenders to
         make Revolving Loans that are Base Rate Loans on such Funding Date in
         an amount equal to the amount of such Swing Line Loans (the "REFUNDED
         SWING LINE LOANS") outstanding on the date such notice is given.
         Company hereby authorizes the giving of any such notice and the making
         of any such Revolving Loans. Anything contained in this Agreement to
         the contrary notwithstanding, (1) the proceeds of such Revolving Loans
         made by Revolving Lenders other than Swing Line Lender shall be
         immediately delivered by Administrative Agent to Swing Line Lender (and
         not to Company) and applied to repay a corresponding portion of the
         Refunded Swing Line Loans and (2) on the day such Revolving Loans are
         made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line
         Loans shall be deemed to be paid with the proceeds of a Revolving Loan
         made by Swing Line Lender, and such portion of the Swing Line Loans
         deemed to be so paid shall no longer be outstanding as Swing Line Loans
         and shall no longer be due under the Swing Line Note, if any, of Swing
         Line Lender but shall instead constitute part of Swing Line Lender's
         outstanding Revolving Loans and shall be due under the Revolving Note,
         if any, of Swing Line Lender. Company hereby authorizes Administrative
         Agent and Swing Line Lender to charge Company's accounts with
         Administrative Agent and Swing Line Lender (up to the amount available
         in each such account) in order to immediately pay Swing Line Lender the
         amount of the Refunded Swing Line Loans to the extent the proceeds of
         such Revolving Loans made by Revolving Lenders, including the Revolving
         Loan deemed to be made by Swing Line Lender, are not sufficient to
         repay in full the Refunded Swing Line Loans. If any portion of any such
         amount paid (or deemed to be paid) to Swing Line Lender should be
         recovered by or on behalf of Company from Swing Line Lender in any
         bankruptcy proceeding, in any assignment for the benefit of creditors
         or otherwise, the loss of the amount so recovered shall be ratably
         shared among all Revolving Lenders in the manner contemplated by
         subsection 11.5.

                  (c) SWING LINE LOAN ASSIGNMENTS. If for any reason (1)
         Revolving Loans are not made upon the request of Swing Line Lender as
         provided in the immediately preceding paragraph in an amount sufficient
         to repay any amounts owed to Swing Line Lender in respect of any
         outstanding Swing Line Loans or (2) the Revolving Loan Commitments are
         terminated at a time when any Swing Line Loans are outstanding, each
         Revolving Lender shall be deemed to, and hereby agrees to, have
         purchased an assignment of such outstanding Swing Line Loans in an
         amount equal to its Pro Rata Share (calculated, in the case of the
         foregoing clause (2), immediately prior to such termination of the
         Revolving Loan Commitments) of the unpaid amount of such Swing Line
         Loans together with accrued interest thereon. Upon one Business Day's
         notice from Swing Line Lender, each Revolving Lender shall deliver to
         Swing Line Lender an amount equal to its respective assignment in same
         day funds at the Funding and Payment Office. In order to further
         evidence such assignment (and without prejudice to the effectiveness of
         the assignment provisions set forth above), each Revolving Lender
         agrees to enter into an Assignment Agreement at the request of Swing
         Line Lender in form and substance reasonably satisfactory to Swing Line
         Lender. In the event any Revolving Lender fails to make available to
         Swing Line Lender the amount of such Revolving Lender's assignment as
         provided in this paragraph, Swing Line Lender shall be entitled to
         recover such amount on demand from such Lender together with interest
         thereon at the rate customarily used

                                           30
<PAGE>

         by Swing Line Lender for the correction of errors among banks for
         three Business Days and thereafter at the Base Rate. In the event
         Swing Line Lender receives a payment of any amount in which other
         Revolving Lenders have purchased assignments as provided in this
         paragraph, Swing Line Lender shall promptly distribute to each such
         other Lender its Pro Rata Share of such payment.

                  (d) REVOLVING LENDERS' OBLIGATIONS. Anything contained herein
         to the contrary notwithstanding, each Revolving Lender's obligation to
         make Revolving Loans for the purpose of repaying any Refunded Swing
         Line Loans pursuant to subsection 2.1A(ii)(b) and each Revolving
         Lender's obligation to purchase an assignment of any unpaid Swing Line
         Loans pursuant to the immediately preceding paragraph shall be absolute
         and unconditional and shall not be affected by any circumstance,
         including (1) any set-off, counterclaim, recoupment, defense or other
         right which such Revolving Lender may have against Swing Line Lender,
         Company or any other Person for any reason whatsoever; (2) the
         occurrence or continuation of an Event of Default or a Potential Event
         of Default; (3) any adverse change in the business, operations,
         properties, assets, condition (financial or otherwise) or prospects of
         Company or any of its Subsidiaries; (4) any breach of this Agreement or
         any other Loan Document by any party thereto; or (5) any other
         circumstance, happening or event whatsoever, whether or not similar to
         any of the foregoing; PROVIDED that such obligations of each Revolving
         Lender are subject to the condition that (x) Swing Line Lender believed
         in good faith that all conditions under Section 4 to the making of the
         applicable Refunded Swing Line Loans or other unpaid Swing Line Loans,
         as the case may be, were satisfied at the time such Refunded Swing Line
         Loans or unpaid Swing Line Loans were made or (y) the satisfaction of
         any such condition not satisfied had been waived in accordance with
         subsection 11.6 prior to or at the time such Refunded Swing Line Loans
         or other unpaid Swing Line Loans were made.

                  (iii) ACQUISITION TERM LOANS. Each Acquisition Term Loan
          Lender severally agrees to lend Company on the Acquisition Term Loan
          Funding Date an amount not exceeding its Pro Rata Share of the
          aggregate amount of the Acquisition Term Loan Commitments to be used
          for the purposes identified in subsection 2.5D. The amount of each
          Acquisition Term Loan Lender's Acquisition Term Loan Commitment is set
          forth opposite its name on SCHEDULE 2.1 annexed hereto and the
          aggregate amount of the Acquisition Term Loan Commitments is
          $85,000,000; PROVIDED that the Acquisition Term Loan Commitments of
          the Acquisition Term Loan Lenders shall be adjusted to give effect to
          any assignments of the Acquisition Term Loan Commitments pursuant to
          subsection 11.1B. Each Acquisition Term Loan Lender's Acquisition Term
          Loan Commitment shall expire immediately and without further action on
          September 29, 2000, if the Acquisition Term Loans are not made on or
          before that date (or such later date as shall be consented to by the
          Acquisition Term Loan Lenders). Company may make only one borrowing
          under the Acquisition Term Loan Commitments. Amounts borrowed under
          this subsection 2.1A(iii) and subsequently repaid or prepaid may not
          be reborrowed. Acquisition Term Loans shall be available only in
          Dollars.

                  B. BORROWING MECHANICS. Revolving Loans and Term Loans made on
any Funding Date (other than Revolving Loans made pursuant to a request by Swing
Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to
subsection 3.3B) shall be


                                       31
<PAGE>

in an aggregate minimum amount of $500,000 and multiples of $500,000 in
excess of that amount; PROVIDED that Revolving Loans and Term Loans made on
any Funding Date as LIBOR Loans with a particular Interest Period shall be in
an aggregate minimum amount of $3,000,000 and multiples of $100,000 in excess
of that amount. Swing Line Loans made on any Funding Date shall be in an
aggregate minimum amount of $500,000 and multiples of $100,000 in excess of
that amount. Whenever Company desires that Lenders make Revolving Loans or
Term Loans it shall deliver to Administrative Agent a Notice of Borrowing no
later than 9:00 A.M. (San Francisco time) at least three Business Days in
advance of the proposed Funding Date (in the case of a LIBOR Loan) or at
least one Business Day in advance of the proposed Funding Date (in the case
of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a
Swing Line Loan, it shall deliver to Administrative Agent a Notice of
Borrowing no later than 9:00 A.M. (San Francisco time) on the proposed
Funding Date. Revolving Loans and Term Loans may be continued as or converted
into Base Rate Loans and LIBOR Loans in the manner provided in subsection
2.2D. In lieu of delivering a Notice of Borrowing, Company may give
Administrative Agent telephonic notice by the required time of any proposed
borrowing under this subsection 2.1B; PROVIDED that such notice shall be
promptly confirmed in writing by delivery of a Notice of Borrowing to
Administrative Agent on or before the applicable Funding Date.

                  Neither Administrative Agent nor any Lender shall incur any
liability to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by an Officer or
other person authorized to borrow on behalf of Company or for otherwise acting
in good faith under this subsection 2.1B or under subsection 2.2D, and upon
funding of Loans by Lenders, and upon conversion or continuation of the
applicable basis for determining the interest rate with respect to any Loans
pursuant to subsection 2.2D, in each case in accordance with this Agreement,
pursuant to any such telephonic notice Company shall have effected Loans or a
conversion or continuation, as the case may be, hereunder.

                  Company shall notify Administrative Agent prior to the funding
of any Loans in the event that any of the matters to which Company is required
to certify in the applicable Notice of Borrowing is no longer true and correct
as of the applicable Funding Date, and the acceptance by Company of the proceeds
of any Loans shall constitute a re-certification by Company, as of the
applicable Funding Date, as to the matters to which Company is required to
certify in the applicable Notice of Borrowing.

                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for
conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing or to effect
a conversion or continuation in accordance therewith.

                  C. DISBURSEMENT OF FUNDS. All Term Loans or Revolving Loans
under this Agreement shall be made by Term Loan Lenders or Revolving Lenders, as
the case may be, simultaneously and proportionately to their respective Pro Rata
Shares. Neither any Agent nor any Lender shall be responsible for any default by
any other Lender in that other Lender's obligation to make a Loan requested
hereunder nor shall the Commitment of any Lender to make


                                       32
<PAGE>


the particular type of Loan requested be increased or decreased as a result
of a default by any other Lender in that other Lender's obligation to make a
Loan requested hereunder. Promptly after receipt by Administrative Agent of a
Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu
thereof), Administrative Agent shall notify each Term Loan Lender, Revolving
Lender or Swing Line Lender, as the case may be, of the proposed borrowing.
Each Term Loan Lender and Revolving Lender shall make the amount of its Loan
available to Administrative Agent not later than 9:00 A.M. (San Francisco
time) on the applicable Funding Date, and Swing Line Lender shall make the
amount of its Swing Line Loan available to Administrative Agent not later
than 11:00 A.M. (San Francisco time) on the applicable Funding Date, in each
case in same day funds in Dollars, at the Funding and Payment Office. Except
as provided in subsection 2.1A(ii) or subsection 3.3B with respect to
Revolving Loans used to repay Refunded Swing Line Loans or to reimburse
Issuing Lender for the amount of a drawing under a Letter of Credit, upon
satisfaction or waiver of the conditions precedent specified in subsections
4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of
all Loans), Administrative Agent shall make the proceeds of such Loans
available to Company on the applicable Funding Date by causing an amount of
same day funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders to be credited to the account of Company at
the Funding and Payment Office.

                  Unless Administrative Agent shall have been notified by any
Lender prior to a Funding Date for any Loans that such Lender does not intend to
make available to Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Company may
have against any Lender as a result of any default by such Lender hereunder.

                  D. THE REGISTER. Administrative Agent, acting for these
purposes solely as an agent of Company (it being acknowledged that
Administrative Agent, in such capacity, and its officers, directors, employees,
agent and affiliates shall constitute Indemnitees under subsection 11.3), shall
maintain (and make available for inspection by Company and Lenders upon
reasonable prior notice at reasonable times) at its address referred to in
subsection 11.8 a register for the recordation of, and shall record, the names
and addresses of Lenders and the Revolving Loan Commitment, Term Loan
Commitment, Swing Line Loan Commitment, Revolving Loans, Term Loans and Swing
Line Loans of each Lender from time to time (the "REGISTER").


                                       33
<PAGE>

Company, Administrative Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof;
all amounts owed with respect to any Commitment or Loan shall be owed to the
Lender listed in the Register as the owner thereof; and any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall
be conclusive and binding on any subsequent holder, assignee or transferee of
the corresponding Commitments or Loans, absent manifest error. Each Lender
shall record on its internal records the amount of its Loans and Commitments
and each payment in respect hereof, and any such recordation shall be
conclusive and binding on Company, absent manifest error, subject to the
entries in the Register, which shall, absent manifest error, govern in the
event of any inconsistency with any Lender's records. Failure to make any
recordation in the Register or in any Lender's records, or any error in such
recordation, shall not affect any Loans or Commitments or any Obligations in
respect of any Loans.

                  E. OPTIONAL NOTES. If so requested by any Lender by written
notice to Company (with a copy to Administrative Agent) at least two Business
Days prior to the Closing Date or at any time thereafter, Company shall execute
and deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to subsection
11.1) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Company's receipt of such notice) a promissory note or
promissory notes to evidence such Lender's Revolving Loans or Swing Line Loans,
substantially in the form of EXHIBIT IV or EXHIBIT V annexed hereto,
respectively, with appropriate insertions. If so requested by any Acquisition
Term Loan Lender by written notice to Company (with a copy to Administrative
Agent) at least two days prior to the Acquisition Term Loan Funding Date or at
any time thereafter, Company shall execute and deliver to such Lender (and/or,
if applicable and if so specified in such notice, to any Person who is an
assignee of such Lender pursuant to subsection 11.1) on the Acquisition Term
Loan Funding Date (or, if such notice is delivered after the Acquisition Term
Loan Funding Date, promptly after Company's receipt of such notice) a promissory
note or promissory notes to evidence such Lender's Acquisition Term Loans,
substantially in the form of EXHIBIT IV-A, with appropriate insertions.

         2.2      INTEREST ON THE LOANS.

                  A. RATE OF INTEREST. Subject to the provisions of subsections
2.2E, 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on
the unpaid principal amount thereof from the date made until paid in full
(whether by acceleration or otherwise) at a rate determined by reference to the
Base Rate or LIBOR. Subject to the provisions of subsections 2.2E and 2.7, each
Swing Line Loan shall bear interest on the unpaid principal amount thereof from
the date made until paid in full (whether by acceleration or otherwise) at a
rate determined by reference to the Base Rate. The applicable basis for
determining the rate of interest with respect to any Term Loan and any Revolving
Loan shall be selected by Company initially at the time a Notice of Borrowing is
given with respect to such Loan pursuant to subsection 2.1B, and the basis for
determining the interest rate with respect to any such Loan may be changed from
time to time pursuant to subsection 2.2D. If on any day a Term Loan or a
Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the


                                       34
<PAGE>

rate of interest, then for that day that Loan shall bear interest determined
by reference to the Base Rate.

                  (i) Subject to the provisions of subsections 2.2E, 2.2G and
          2.7, the Revolving Loans shall bear interest through maturity
          depending on the Ratings and Consolidated Leverage Ratio as follows:

                           (a) if a Base Rate Loan, then at the sum of the Base
                  Rate PLUS the Base Rate Margin set forth in the table below
                  opposite the applicable Tier; or

                           (b) if a LIBOR Loan, then at the sum of LIBOR PLUS
                  the LIBOR Margin set forth in the table below opposite the
                  applicable Tier:

<TABLE>
<CAPTION>
-------------- -------------------------------- ---------------------- ------------------- --------------------
                                                    Consolidated             LIBOR                Base
     Tier                  Ratings                 Leverage Ratio            Margin            Rate Margin
-------------- -------------------------------- ---------------------- ------------------- --------------------
<S>            <C>                              <C>                    <C>                 <C>
      1        BB+/Ba1 or higher                     < .75:1.00               1.75%                 .75%
-------------- -------------------------------- ---------------------- ------------------- --------------------
      2        BB/Ba2                                > .75:1.00
                                                     -
                                                     < 1.25:1.00              2.00%                1.00%
-------------- -------------------------------- ---------------------- ------------------- --------------------
      3        BB-/Ba3                               > 1.25:1.00
                                                     -
                                                     < 1.75:1.00              2.25%                1.25%
-------------- -------------------------------- ---------------------- ------------------- --------------------
      4        BB-/Ba3                               > 1.75:1.00
                                                     -
                                                     < 2.50:1.00              2.50%                1.50%
-------------- -------------------------------- ---------------------- ------------------- --------------------
      5        B+/B1 or lower                        > 2.50:1.00              2.75%                1.75%
                                                     -
-------------- -------------------------------- ---------------------- ------------------- --------------------
</TABLE>

                  If either criteria (Ratings from both Moody's and S&P or the
                  Consolidated Leverage Ratio) are not met by Company for a
                  Tier, the next lower Tier for which all such criteria are met
                  or exceeded will be applicable.

                  (ii) Upon delivery of the Margin Certificate by Company to
          Administrative Agent pursuant to subsection 6.1(iv), the Base Rate
          Margin and the LIBOR Margin shall automatically be adjusted in
          accordance with such Margin Certificate, such adjustment to become
          effective on the next succeeding Business Day following the receipt by
          Administrative Agent of such Margin Certificate (subject to the
          provisions of the foregoing clause (i)); PROVIDED that, if at any time
          a Margin Certificate is not delivered at the time required pursuant to
          subsection 6.1(iv), from the time such Margin Certificate was required
          to be delivered until delivery of such Margin Certificate, the
          applicable margins shall be the highest margins as set forth in the
          table for the relevant Loan.

                  (iii) Subject to the provisions of subsections 2.2E, 2.2G and
          2.7, the Swing Line Loans shall bear interest through maturity at the
          sum of the Base Rate PLUS the


                                       35
<PAGE>

          applicable Base Rate Margin for Revolving Loans MINUS a rate equal to
          the commitment fee percentage then in effect as determined pursuant
          to subsection 2.3A.

                  (iv) Subject to the provisions of subsections 2.2E, 2.2G and
          2.7, the Term Loans shall bear interest through maturity depending on
          the Ratings and Consolidated Leverage Ratio as follows:

                           (a) if a Base Rate Loan, then at the sum of the Base
                  Rate PLUS the Base Rate Margin set forth in the table below
                  opposite the applicable Tier; or

                           (b) if a LIBOR Loan, then at the sum of LIBOR PLUS
                  the LIBOR Margin set forth in the table below opposite the
                  applicable Tier:


<TABLE>
<CAPTION>
-------------- -------------------------------- ---------------------- ------------------- --------------------
                                                    Consolidated             LIBOR                Base
    Tier                  Ratings                  Leverage Ratio            Margin            Rate Margin
-------------- -------------------------------- ---------------------- ------------------- --------------------
<S>            <C>                              <C>                    <C>                 <C>
      1        BB-/Ba3 or higher                     < 2.00:1.00             3.50%                2.50%
-------------- -------------------------------- ---------------------- ------------------- --------------------
      2        B+/B1 or lower                        > 2.00:1.00             3.75%                2.75%
                                                     -
-------------- -------------------------------- ---------------------- ------------------- --------------------
</TABLE>

                  If either criteria (Ratings from both Moody's and S&P or the
                  Consolidated Leverage Ratio) are not met by Company for a
                  Tier, the next lower Tier for which all such criteria are met
                  or exceeded will be applicable. Notwithstanding the foregoing,
                  for the first three months after the First Amendment Closing
                  Date, the applicable margin for LIBOR Loans shall be 3.75% per
                  annum and for Base Rate Loans shall be 2.75% per annum.

                  B. INTEREST PERIODS. In connection with each LIBOR Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three, six or, if available, twelve
month period; PROVIDED that:

                  (i) the initial Interest Period for any LIBOR Loan shall
          commence on the Funding Date in respect of such Loan, in the case of a
          Loan initially made as a LIBOR Loan, or on the date specified in the
          applicable Notice of Conversion/Continuation, in the case of a Loan
          converted to a LIBOR Loan;

                  (ii) in the case of immediately successive Interest Periods
          applicable to a LIBOR Loan continued as such pursuant to a Notice of
          Conversion/Continuation, each successive Interest Period shall
          commence on the day on which the next preceding Interest Period
          expires;

                  (iii) if an Interest Period would otherwise expire on a day
          that is not a Business Day, such Interest Period shall expire on the
          next succeeding Business Day; PROVIDED that, if any Interest Period
          would otherwise expire on a day that is not a Business Day but


                                       36
<PAGE>

          is a day of the month after which no further Business Day occurs in
          such month, such Interest Period shall expire on the next preceding
          Business Day;

                  (iv) any Interest Period that begins on the last Business Day
          of a calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall, subject to clause (v) of this subsection 2.2B, end on
          the last Business Day of a calendar month;

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

                  (vi) no Interest Period with respect to any portion of the
          Term Loans shall extend beyond a date on which Company is required to
          make a scheduled payment of principal of the Term Loans, unless the
          sum of (a) the aggregate principal amount of Term Loans that are Base
          Rate Loans PLUS (b) the aggregate principal amount of Term Loans that
          are LIBOR Loans with Interest Periods expiring on or before such date
          equals or exceeds the principal amount required to be paid on the Term
          Loans on such date;

                  (vii) there shall be no more than fifteen Interest Periods
          outstanding at any time; and

                  (viii) in the event Company fails to specify an Interest
          Period for any LIBOR Loan in the applicable Notice of Borrowing or
          Notice of Conversion/Continuation, Company shall be deemed to have
          selected an Interest Period of one month.

                  C. INTEREST PAYMENTS. Subject to the provisions of subsection
2.2E, interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); PROVIDED that in the event any Swing Line Loans or any Revolving
Loans or Term Loans that are Base Rate Loans are prepaid pursuant to subsection
2.4A(i), interest accrued on such Loans through the date of such prepayment
shall be payable on the next succeeding Interest Payment Date applicable to Base
Rate Loans (or, if earlier, at final maturity).

                  D. CONVERSION OR CONTINUATION. Subject to the provisions of
subsection 2.6, Company shall have the option (i) to convert at any time all or
any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000
and multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR
Loans, (ii) to convert at any time all or any part of its outstanding Revolving
Loans or Term Loans equal to $500,000 and multiples of $100,000 in excess of
that amount from LIBOR Loans to Base Rate Loans or (iii) upon the expiration of
any Interest Period applicable to a LIBOR Loan, to continue all or any portion
of such Loan equal to $3,000,000 and multiples of $100,000 in excess of that
amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be
converted into a Base Rate Loan on the expiration date of an Interest Period
applicable thereto.

                  Company shall deliver a Notice of Conversion/Continuation to
Administrative Agent no later than 9:00 A.M. (San Francisco time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three


                                       37
<PAGE>

Business Days in advance of the proposed conversion/continuation date (in the
case of a conversion to, or a continuation of, a LIBOR Loan). In lieu of
delivering a Notice of Conversion/Continuation, Company may give
Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; PROVIDED that such notice
shall be promptly confirmed in writing by delivery of a Notice of
Conversion/Continuation to Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of
any proposed conversion/continuation under this subsection 2.2D,
Administrative Agent shall promptly transmit such notice by telefacsimile or
telephone to each Lender of the Loan subject to the Notice of
Conversion/Continuation.

                  E. DEFAULT RATE. Upon the occurrence and during the
continuation of any Event of Default, the outstanding principal amount of all
Loans and, to the extent permitted by applicable law, any interest payments
thereon not paid when due and any fees and other amounts then due and payable
hereunder, shall thereafter bear interest (including post-petition interest in
any proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable upon demand at a rate that is 2% per annum in excess of the interest
rate otherwise payable under this Agreement with respect to the applicable Loans
(or, in the case of any such fees and other amounts, at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans); PROVIDED that, in the case of LIBOR Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such LIBOR Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans. Payment or acceptance of the increased rates of interest provided for in
this subsection 2.2E is not a permitted alternative to timely payment and shall
not constitute a waiver of any Event of Default or otherwise prejudice or limit
any rights or remedies of Administrative Agent or any Lender.

                  F. COMPUTATION OF INTEREST. Interest on the Loans shall be
computed (i) in the case of Base Rate Loans, on the basis of a 365-day or
366-day year, as the case may be, and (ii) in the case of LIBOR Loans, on the
basis of a 360-day year, in each case for the actual number of days elapsed in
the period during which it accrues. In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a LIBOR
Loan, the date of conversion of such LIBOR Loan to such Base Rate Loan, as the
case may be, shall be included, and the date of payment of such Loan or the
expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a LIBOR Loan, the date of conversion of
such Base Rate Loan to such LIBOR Loan, as the case may be, shall be excluded;
PROVIDED that if a Loan is repaid on the same day on which it is made, one day's
interest shall be paid on that Loan.

                  G. MAXIMUM RATE. Notwithstanding the foregoing provisions of
this subsection 2.2, in no event shall the rate of interest payable by Company
with respect to any Loan exceed the maximum rate of interest permitted to be
charged under applicable law.


                                       38
<PAGE>

         2.3      FEES.

                  A. COMMITMENT FEES. Company agrees to pay to Administrative
Agent, for distribution to each Lender in proportion to that Lender's Pro Rata
Share, commitment fees for the period from and including the Closing Date to and
excluding the Revolving Loan Commitment Termination Date equal to the average of
the daily excess of the Revolving Loan Commitments over the sum of (i) the
aggregate principal amount of outstanding Revolving Loans (but not any
outstanding Swing Line Loans) PLUS (ii) the Letter of Credit Usage MULTIPLIED BY
a rate per annum equal to the percentage set forth in the table below opposite
percentage of the Revolving Loan Commitments utilized by Company (as determined
by adding the amounts in clauses (i) and (ii) above and dividing the sum by the
amount of the Revolving Loan Commitments):

<TABLE>
<CAPTION>
                                                        Commitment
              Utilization                             Fee Percentage
              -----------                             --------------
<S>                                                   <C>
           less than 33-1/3%                               .50%

         greater than or equal                            .625%
        to 33-1/3%, but less than
                66-2/3%

         greater than or equal to                          .75%
                 66-2/3%
</TABLE>

such commitment fees to be calculated on the basis of a 360-day year and the
actual number of days elapsed and to be payable quarterly in arrears on the last
Business Day of March, June, September and December of each year, commencing on
the first such date to occur after the Closing Date, and on the Revolving Loan
Commitment Termination Date.

                  B. OTHER FEES. Company agrees to pay to Administrative Agent
and Syndication Agent such fees in the amounts and at the times separately
agreed upon between Company, Syndication Agent and Administrative Agent.

          2.4     REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN
                  COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS;
                  APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER
                  SUBSIDIARY GUARANTY.

                  A.  PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS.

                  (i) VOLUNTARY PREPAYMENTS. Company may, upon written or
          telephonic notice to Administrative Agent on or prior to 9:00 A.M.
          (San Francisco time) on the date of prepayment, which notice, if
          telephonic, shall be promptly confirmed in writing, at any time and
          from time to time prepay any Swing Line Loan on any Business Day in
          whole or in part in an aggregate minimum amount of $100,000 and
          multiples of $100,000 in excess of that amount. Company may, upon not
          less than one Business Day's prior


                                       39
<PAGE>

          written or telephonic notice, in the case of Base Rate Loans, and
          three Business Days' prior written or telephonic notice, in the
          case of LIBOR Loans, in each case given to Administrative Agent by
          9:00 A.M. (San Francisco time) on the date required and, if given
          by telephone, promptly confirmed in writing to Administrative Agent
          (which original written or telephonic notice Administrative Agent
          will promptly transmit by telefacsimile or telephone to each Lender
          for the Loans to be prepaid), at any time and from time to time
          prepay any Term Loans or Revolving Loans on any Business Day in
          whole or in part in an aggregate minimum amount of $500,000 and
          multiples of $100,000 in excess of that amount in the case of a
          Base Rate Loan, and $3,000,000 and multiples of $100,000 in excess
          of that amount in the case of a LIBOR Loan; PROVIDED, HOWEVER, that
          a LIBOR Loan may only be prepaid on the expiration of the Interest
          Period applicable thereto. Notice of prepayment having been given
          as aforesaid, the principal amount of the Loans specified in such
          notice shall become due and payable on the prepayment date
          specified therein. Any such voluntary prepayment shall be applied
          as specified in subsection 2.4A(iv).

                  (ii) VOLUNTARY REDUCTIONS OF REVOLVING LOAN COMMITMENTS.
          Company may, upon not less than three Business Days' prior written or
          telephonic notice confirmed in writing to Administrative Agent (which
          original written or telephonic notice Administrative Agent will
          promptly transmit by telefacsimile or telephone to each Lender), at
          any time and from time to time terminate in whole or permanently
          reduce in part, without premium or penalty, the Revolving Loan
          Commitments in an amount up to the amount by which the Revolving Loan
          Commitments exceed the Total Utilization of Revolving Loan Commitments
          at the time of such proposed termination or reduction; PROVIDED that
          any such partial reduction of the Revolving Loan Commitments
          shall be in an aggregate minimum amount of $5,000,000 and multiples of
          $100,000 in excess of that amount. Company's notice to Administrative
          Agent shall designate the date (which shall be a Business Day) of such
          termination or reduction and the amount of any partial reduction, and
          such termination or reduction of the Revolving Loan Commitments shall
          be effective on the date specified in Company's notice and shall
          reduce the Revolving Loan Commitment of each Lender proportionately to
          its Pro Rata Share. Any such voluntary reduction of the Revolving Loan
          Commitments shall be applied as specified in subsection 2.4A(iv).

                  (iii) MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF
          REVOLVING LOAN COMMITMENTS. The Loans shall be prepaid and/or the
          Revolving Loan Commitments shall be permanently reduced in the amounts
          and under the circumstances set forth below, all such prepayments
          and/or reductions to be applied as set forth below or as more
          specifically provided in subsection 2.4A(iv):

                        (a)  PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE
                PROCEEDS. No later than the first Business Day following date
                of receipt by Company or any of its Subsidiaries of any Net
                Asset Sale Proceeds in respect of any Asset Sale, Company shall
                either (1) prepay the Loans and/or the Revolving Loan
                Commitments shall be permanently reduced in an aggregate amount
                equal to such Net Asset Sale Proceeds or (2) so long as no
                Potential Event of Default or Event of Default shall have
                occurred and be continuing and to the extent that aggregate


                                       40

<PAGE>

          Net Asset Sale Proceeds from the Closing Date through the date of
          determination do not exceed $5,000,000, deliver to Administrative
          Agent an Officer's Certificate setting forth (x) that portion of
          such Net Asset Sale Proceeds that Company or such Subsidiary
          intends to reinvest in equipment or other productive assets of the
          general type used in the business of Company and its Subsidiaries
          within 270 days of such date of receipt and (y) the proposed use of
          such portion of the Net Asset Sale Proceeds and such other
          information with respect to such reinvestment as Administrative
          Agent may reasonably request, and Company shall, or shall cause one
          or more of its Subsidiaries to, promptly and diligently apply such
          portion to such reinvestment purposes; PROVIDED, HOWEVER, that,
          pending any such investment, such portion of the Net Asset Sale
          Proceeds shall be applied to prepay outstanding Revolving Loans
          (without a reduction in Revolving Loan Commitments) to the full
          extent thereof. In addition, Company shall, no later than 270 days
          after receipt of such Net Asset Sale Proceeds that have not
          theretofore been applied to the Obligations or that have not been
          so reinvested as provided above, make an additional prepayment of
          the Loans (and/or the Revolving Loan Commitments shall be reduced)
          in the full amount of all such Net Asset Sale Proceeds.

                  (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION
          PROCEEDS. No later than the first Business Day following the date of
          receipt by Administrative Agent or by Company or any of its
          Subsidiaries of any Net Insurance/Condemnation Proceeds that are
          required to be applied to prepay the Loans and/or reduce the Revolving
          Loan Commitments pursuant to the provisions of subsection 6.4C,
          Company shall prepay the Loans and/or the Revolving Loan Commitments
          shall be permanently reduced in an aggregate amount equal to the
          amount of such Net Insurance/Condemnation Proceeds.

                  (c) PREPAYMENTS AND REDUCTIONS DUE TO ISSUANCE OF
          INDEBTEDNESS. On the date of receipt of the Net Debt Proceeds from the
          issuance or incurrence of any Indebtedness of Company or any of its
          Domestic Subsidiaries after the Closing Date, other than Indebtedness
          permitted pursuant to subsection 7.1, Company shall prepay the Loans
          and/or the Revolving Loan Commitments shall be permanently reduced in
          an aggregate amount equal to such Net Debt Proceeds.

                  (d) CALCULATIONS OF NET PROCEEDS AMOUNTS; ADDITIONAL
          PREPAYMENTS AND REDUCTIONS BASED ON SUBSEQUENT CALCULATIONS.
          Concurrently with any prepayment of the Loans and/or reduction of the
          Revolving Loan Commitments pursuant to subsections 2.4A(iii)(a)-(c),
          Company shall deliver to Administrative Agent an Officer's Certificate
          demonstrating the calculation of the amount of the applicable Net
          Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Debt
          Proceeds, as the case may be, that gave rise to such prepayment and/or
          reduction. In the event that Company shall subsequently determine that
          the actual amount was greater than the amount set forth in such
          Officer's Certificate, Company shall promptly make an additional
          prepayment of the Loans (and/or, if applicable, the Revolving Loan
          Commitments shall be permanently reduced) in an amount equal to the
          amount of such excess, and Company shall concurrently

                                       41
<PAGE>
          therewith deliver to Administrative Agent an Officer's Certificate
          demonstrating the derivation of the additional amount resulting in
          such excess.

                  (e) PREPAYMENTS DUE TO REDUCTIONS OR RESTRICTIONS OF REVOLVING
          LOAN COMMITMENTS. Company shall from time to time prepay FIRST the
          Swing Line Loans and SECOND the Revolving Loans to the extent
          necessary so that the Total Utilization of Revolving Loan Commitments
          shall not at any time exceed the Revolving Loan Commitments then in
          effect.

         (iv) APPLICATION OF PREPAYMENTS AND REDUCTIONS OF REVOLVING
LOAN COMMITMENTS.

                  (a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND
          ORDER OF MATURITY. Any voluntary prepayments pursuant to subsection
          2.4A(i) shall be applied as specified by Company in the applicable
          notice of prepayment; PROVIDED that in the event Company fails to
          specify the Loans to which any such prepayment shall be applied, such
          prepayment shall be applied FIRST to repay outstanding Swing Line
          Loans to the full extent thereof, SECOND to repay outstanding
          Revolving Loans to the full extent thereof and THIRD to repay
          outstanding Term Loans to the full extent thereof (each such voluntary
          prepayment of the Term Loans shall reduce scheduled installments of
          principal of the Acquisition Term Loans on a pro rata basis and reduce
          installments of principal of other Tranches pursuant to the Increased
          Commitments Agreement).

                  (b) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS.
          Unless an Event of Default has occurred and is continuing, any
          amount required to be applied as a mandatory prepayment of the
          Loans and/or a reduction of the Revolving Loan Commitments
          pursuant to subsections 2.4A(iii)(a)-(d) shall be applied FIRST to
          prepay on a pro rata basis (based on the aggregate principal
          amount of each type of Loan outstanding) the Revolving Loans
          (including the Swing Line Loans) and the Term Loans, in each case
          to the full extent thereof; PROVIDED that each such mandatory
          prepayment of the Revolving Loans (including the Swing Line Loans)
          shall (1) be applied, as between the Swing Line Loans and the
          Revolving Loans, first to the Swing Line Loans to the full extent
          thereof and second, to the extent of any remaining portion of such
          amount, the Revolving Loans to the full extent thereof and (2)
          permanently reduce the Revolving Loan Commitments by the amount of
          such prepayment of the Swing Line Loans and the Revolving Loans;
          and PROVIDED, further, that each such mandatory prepayment of the
          Term Loans shall be applied pro rata to all Tranches of Term
          Loans, shall reduce scheduled installments of principal of the
          Acquisition Term Loans on a pro rata basis and shall reduce
          scheduled installments of principal of other Tranches of Term
          Loans pursuant to the Increased Commitments Agreement; and SECOND,
          to the extent of any remaining portion of such amount, to further
          permanently reduce the Revolving Loan Commitments to the full
          extent thereof. If an Event of Default has occurred and is
          continuing, any amount required to be applied as a mandatory
          prepayment shall be applied as set forth in subsection 2.4C.

                                        42
<PAGE>

                  (c) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND LIBOR
          LOANS. Any prepayment thereof shall be applied first to Base Rate
          Loans to the full extent thereof before application to LIBOR Loans, in
          each case in a manner which minimizes the amount of any payments
          required to be made by Company pursuant to subsection 2.6D; PROVIDED,
          HOWEVER, if no Event of Default has occurred and is continuing, that
          Company may elect that the remainder of such prepayments not applied
          to prepay Base Rate Loans be deposited in the Collateral Account and
          applied thereafter to prepay the LIBOR Loan or Loans with Interest
          Periods expiring on a date or dates nearest the date of deposit in
          accordance with this subsection 2.4A(iv), upon expiration of such
          Interest Periods.

          (v) SCHEDULED PAYMENTS OF ACQUISITION TERM LOANS.

         Company shall make principal payments on the Acquisition Term Loans in
installments on the dates and in the amounts set forth below:

<TABLE>
<CAPTION>
                                                     Scheduled Repayment
                    Date                                  of Term Loans
                    ----                                  -------------
              <S>                                    <C>
              December 31, 2000                                $212,500
              March 31, 2001                                   $212,500
              June 30, 2001                                    $212,500
              September 30, 2001                               $212,500
              December 31, 2001                                $212,500
              March 31, 2002                                   $212,500
              June 30, 2002                                    $212,500
              September 30, 2002                               $212,500
              December 31, 2002                                $212,500
              March 31, 2003                                   $212,500
              June 30, 2003                                    $212,500
              September 30, 2003                               $212,500
              December 31, 2003                              $6,375,000
              March 31, 2004                                 $6,375,000
              June 30, 2004                                  $6,375,000
              September 30, 2004                             $6,375,000
              December 31, 2004                             $14,237,500
              March 31, 2005                                $14,237,500
              June 30, 2005                                 $14,237,500
              September 30, 2005                            $14,237,500
                                                            -----------
                    Total                                   $85,000,000
</TABLE>

         PROVIDED that the scheduled installments of principal of the
         Acquisition Term Loans set forth above shall be reduced in connection
         with any voluntary or mandatory prepayments of the Acquisition Term
         Loans in accordance with subsection 2.4A(iv); and PROVIDED, FURTHER
         that the Acquisition Term Loans and all other amounts owed hereunder
         with

                                       43
<PAGE>

         respect to the Acquisition Term Loans shall be paid in full no
         later than September 30, 2005, and the final installment payable by
         Company in respect of the Acquisition Term Loans on such date shall be
         in an amount, if such amount is different from that specified above,
         sufficient to repay all amounts owing by Company under this Agreement
         with respect to the Acquisition Term Loans.

                  B.       GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i) MANNER AND TIME OF PAYMENT. All payments by Company of
          principal, interest, fees and other Obligations hereunder and under
          the Notes, if any, shall be made in Dollars in same day funds, without
          defense, setoff or counterclaim, free of any restriction or condition,
          and delivered to Administrative Agent not later than 9:00 A.M. (San
          Francisco time) on the date due at the Funding and Payment Office for
          the account of Lenders; funds received by Administrative Agent after
          that time on such due date shall be deemed to have been paid by
          Company on the next succeeding Business Day. Notwithstanding the
          foregoing, payments of amounts deposited in the Collateral Account
          pursuant to the proviso to subsection 2.4A(iv)(c) shall be deemed to
          have been paid by Company on the applicable date or dates such amounts
          are applied to prepay LIBOR Loans. Company hereby authorizes
          Administrative Agent to charge its accounts with Administrative Agent
          in order to cause timely payment to be made to Administrative Agent of
          all principal, interest, fees and expenses due hereunder (subject to
          sufficient funds being available in its accounts for that purpose).

                  (ii) APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. Except
          as provided in subsection 2.2C, all payments in respect of the
          principal amount of any Loan shall include payment of accrued interest
          on the principal amount being repaid or prepaid, but shall be without
          prepayment premium (except as provided in subsection 2.6D) and all
          such payments (and, in any event, any payments in respect of any Loan
          on a date when interest is due and payable with respect to such Loan)
          shall be applied to the payment of interest before application to
          principal.

                  (iii) APPORTIONMENT OF PAYMENTS. Aggregate principal and
          interest payments in respect of Loans shall be apportioned among all
          outstanding Loans to which such payments relate, in each case
          proportionately to Lenders' respective Pro Rata Shares. Administrative
          Agent shall promptly distribute to each Lender, at its primary address
          set forth below its name on SCHEDULE 11.8 hereto or at such other
          address as such Lender may request, its Pro Rata Share of all such
          payments received by Administrative Agent and the commitment fees of
          such Lender, if any, when received by Administrative Agent pursuant to
          subsection 2.3. Notwithstanding the foregoing provisions of this
          subsection 2.4B(iii), if, pursuant to the provisions of subsection
          2.6C, any Notice of Conversion/Continuation is withdrawn as to any
          Affected Lender or if any Affected Lender makes Base Rate Loans in
          lieu of its Pro Rata Share of any LIBOR Loans, Administrative Agent
          shall give effect thereto in apportioning payments received
          thereafter.

                  (iv) PAYMENTS ON BUSINESS DAYS. Whenever any payment to be
          made hereunder shall be stated to be due on a day that is not a
          Business Day, such payment

                                       44
<PAGE>

          shall be made on the next succeeding Business Day and such extension
          of time shall be included in the computation of the payment of
          interest hereunder or of the commitment fees hereunder, as the case
          may be.

                  (v) NOTATION OF PAYMENT. Each Lender agrees that before
          disposing of any Note held by it, or any part thereof (other than by
          granting participations therein), that Lender will make a notation
          thereon of all Loans evidenced by that Note and all principal payments
          previously made thereon and of the date to which interest thereon has
          been paid; PROVIDED that the failure to make (or any error in the
          making of) a notation of any Loan made under such Note shall not limit
          or otherwise affect the obligations of Company hereunder or under such
          Note with respect to any Loan or any payments of principal or interest
          on such Note.

                  C. APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS
AFTER EVENT OF DEFAULT.

                  Upon the occurrence and during the continuation of an Event of
Default, (a) all payments received on account of the Obligations, whether from
Company, from any Guarantor or otherwise, shall be applied by Administrative
Agent against the Obligations and (b) all proceeds received by Administrative
Agent in respect of any sale of, collection from, or other realization upon all
or any part of the Collateral under any Collateral Document may, in the
discretion of Administrative Agent, be held by Administrative Agent as
Collateral for, and/or (then or at any time thereafter) applied in full or in
part by Administrative Agent against, the applicable Secured Obligations (as
defined in such Collateral Document), in each case in the following order of
priority:

                  (i) to the payment of all costs and expenses of such sale,
          collection or other realization, all other expenses, liabilities and
          advances made or incurred by Administrative Agent in connection
          therewith, and all amounts for which Administrative Agent is entitled
          to compensation (including the fees described in subsection 2.3),
          reimbursement and indemnification under any Loan Document and all
          advances made by Administrative Agent thereunder for the account of
          the applicable Loan Party, and to the payment of all costs and
          expenses paid or incurred by Administrative Agent in connection with
          the Loan Documents, all in accordance with subsections 9.4, 11.2 and
          11.3 and the other terms of this Agreement and the Loan Documents;

                  (ii) thereafter, to the extent of any excess such proceeds, to
          the payment of all other Obligations for the ratable benefit of the
          holders thereof (subject to the provisions of subsection 2.4B(ii)
          hereof); and

                  (iii) thereafter, to the extent of any excess such proceeds,
          to the payment to or upon the order of such Loan Party or to whosoever
          may be lawfully entitled to receive the same or as a court of
          competent jurisdiction may direct.

                                       45
<PAGE>

          2.5      USE OF PROCEEDS.

                  A. INITIAL LOANS. The proceeds of the initial Revolving Loans
shall be applied by Company to repay $99,937,500 of existing Indebtedness and
Transaction Costs and may otherwise be used for working capital purposes.

                  B. REVOLVING LOANS; SWING LINE LOANS. The proceeds of any
other Revolving Loans and any Swing Line Loans shall be applied by Company to
finance acquisitions and for working capital and other general corporate
purposes, which may include the making of intercompany loans to any of Company's
wholly-owned Subsidiaries, in accordance with subsection 7.1(iv), for their own
general corporate purposes.

                  C. MARGIN REGULATIONS. No portion of the proceeds of any
borrowing under this Agreement shall be used by Company or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
or to violate the Exchange Act, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

                  D. TERM LOANS. The proceeds of the Acquisition Term Loans
shall be used by Company to finance a portion of the consideration of the
Acquisition and to pay costs and expenses related thereto and will be used for
working capital and general corporate purposes.

          2.6      SPECIAL PROVISIONS GOVERNING LIBOR LOANS.

                  Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to LIBOR Loans as
to the matters covered:

                  A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as
practicable after 11:00 A.M. (London time) on each Interest Rate Determination
Date, Administrative Agent shall determine (which determination shall, absent
manifest error, be conclusive and binding upon all parties) the interest rate
that shall apply to the LIBOR Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to Company and each
Lender.

                  B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the
event that Administrative Agent shall have determined (which determination shall
be conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date that by reason of circumstances affecting the London
interbank market adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of LIBOR, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
LIBOR Loans until such time as Administrative Agent notifies Company and Lenders
that the circumstances giving rise to such notice no longer exist and (ii) any
Notice of Borrowing or Notice of Conversion/Continuation given by Company with
respect to the Loans in respect of which such determination was made shall be
deemed to be for a Base Rate Loan.

                                       46
<PAGE>

                  C. ILLEGALITY OR IMPRACTICABILITY OF LIBOR LOANS. In the event
that on any date any Lender shall have determined (which determination shall be
conclusive and binding upon all parties hereto but shall be made only after
consultation with Company and Administrative Agent) that the making, maintaining
or continuation of its LIBOR Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful) or (ii) has
become impracticable, or would cause such Lender material hardship, as a result
of contingencies occurring after the date of this Agreement which materially and
adversely affect the London interbank market or the position of such Lender in
that market, then, and in any such event, such Lender shall be an "AFFECTED
LENDER" and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Company and Administrative Agent of such determination
(which notice Administrative Agent shall promptly transmit to each other
Lender). Thereafter (a) the obligation of the Affected Lender to make Loans as,
or to convert Loans to, LIBOR Loans shall be suspended until such notice shall
be withdrawn by the Affected Lender, (b) to the extent such determination by the
Affected Lender relates to a LIBOR Loan then being requested by Company pursuant
to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected
Lender shall make such Loan as (or convert such Loan to, as the case may be) a
Base Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding
LIBOR Loans (the "AFFECTED LOANS") shall be terminated at the earlier to occur
of the expiration of the Interest Period then in effect with respect to the
Affected Loans or when required by law, and (d) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a LIBOR Loan then being requested by
Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly
transmit to each other Lender). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, LIBOR Loans in accordance with the terms of this Agreement.

                  D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by that
Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its LIBOR Loans and any loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender) a borrowing of any LIBOR Loan does
not occur on a date specified therefor in a Notice of Borrowing or a telephonic
request therefor, or a conversion to or continuation of any LIBOR Loan does not
occur on a date specified therefor in a Notice of Conversion/Continuation or a
telephonic request therefor, (ii) if any prepayment (including any prepayment or
conversion occasioned by the circumstances described in subsection 2.6C) or
other principal payment or any conversion of any of its LIBOR Loans occurs on a
date prior to

                                       47
<PAGE>

the last day of an Interest Period applicable to that Loan, (iii) if any
prepayment of any of its LIBOR Loans is not made on any date specified in a
notice of prepayment given by Company, or (iv) as a consequence of any other
default by Company in the repayment of its LIBOR Loans when required by the
terms of this Agreement.

                  E. BOOKING OF LIBOR LOANS. Any Lender may make, carry or
transfer LIBOR Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender.

                  F. ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had funded each of its LIBOR
Loans through the purchase of a Eurodollar deposit bearing interest at the rate
obtained pursuant to clause (i) of the definition of LIBOR in an amount equal to
the amount of such LIBOR Loan and having a maturity comparable to the relevant
Interest Period, whether or not its LIBOR Loans had been funded in such manner.

                  G. LIBOR LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of an Event of Default, (i) Company may not elect to
have a Loan be made or maintained as, or converted to, a LIBOR Loan after the
expiration of any Interest Period then in effect for that Loan and (ii) subject
to the provisions of subsection 2.6D, any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to a requested borrowing
or conversion/continuation that has not yet occurred shall be deemed for a Base
Rate Loan or, if the conditions to making a Loan set forth in subsection 4.2
cannot then be satisfied, to be rescinded by Company.

          2.7      INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

                  A. COMPENSATION FOR INCREASED COSTS. Subject to the provisions
of subsection 2.7B (which shall be controlling with respect to the matters
covered thereby), in the event that any Lender (including Issuing Lender) shall
determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or other Government Authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other Government Authority (whether or not having the force of
law):

                  (i) subjects such Lender to any additional Tax with respect to
          this Agreement or any of its obligations hereunder (including with
          respect to issuing or maintaining any Letters of Credit or purchasing
          or maintaining any participations therein or maintaining any
          Commitment hereunder) or any payments to such Lender of principal,
          interest, fees or any other amount payable hereunder;

                  (ii) imposes, modifies or holds applicable any reserve,
          special deposit, compulsory loan, insurance charge or similar
          requirement against assets held by, or deposits or other liabilities
          in or for the account of, or advances or loans by, or other

                                       48
<PAGE>

          credit extended by, or any other acquisition of funds by, any office
          of such Lender (other than any such reserve or other requirements with
          respect to LIBOR Loans that are reflected in the definition of LIBOR);
          or

                  (iii) imposes any other condition (other than with respect to
          Taxes) on or affecting such Lender or its obligations hereunder or the
          London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder.

                  B. TAXES.

                  (i) PAYMENTS TO BE FREE AND CLEAR. All sums payable by Company
          under this Agreement and the other Loan Documents shall be paid free
          and clear of, and without any deduction or withholding on account of,
          any Tax imposed, levied, collected, withheld or assessed by or within
          the United States of America or any political subdivision in or of the
          United States of America or any other jurisdiction from or to which a
          payment is made by or on behalf of Company or by any federation or
          organization of which the United States of America or any such
          jurisdiction is a member at the time of payment.

                  (ii) GROSSING-UP OF PAYMENTS. If Company or any other Person
          is required by law to make any deduction or withholding on account of
          any such Tax from any sum paid or payable by Company to Administrative
          Agent or any Lender under any of the Loan Documents:

                         (a) Company shall notify Administrative Agent of any
               such requirement or any change in any such requirement as soon as
               Company becomes aware of it;

                         (b) Company shall pay any such Tax when such Tax is
               due, such payment to be made (if the liability to pay is imposed
               on Company) for its own account or (if that liability is imposed
               on Administrative Agent or such Lender, as the case may be) on
               behalf of and in the name of Administrative Agent or such Lender;

                         (c) the sum payable by Company in respect of which the
               relevant deduction, withholding or payment is required shall be
               increased to the extent necessary to ensure that, after the
               making of that deduction, withholding or payment, Administrative
               Agent or such Lender, as the case may be, receives on the due
               date a net sum equal to what it would have received had no such
               deduction, withholding or payment been required or made; and

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<PAGE>

                         (d) within 30 days after paying any sum from which it
               is required by law to make any deduction or withholding, and
               within 30 days after the due date of payment of any Tax which it
               is required by clause (b) above to pay, Company shall deliver to
               Administrative Agent evidence satisfactory to the other affected
               parties of such deduction, withholding or payment and of the
               remittance thereof to the relevant taxing or other authority;

PROVIDED that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after the
date such Lender became a Lender in any such requirement for a deduction,
withholding or payment as is mentioned therein shall result in an increase in
the rate of such deduction, withholding or payment from that in effect at the
date on which such Lender became a Lender, in respect of payments to such
Lender.

               (iii)    EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX.

                         (a) Each Lender that is organized under the laws of any
               jurisdiction other than the United States or any state or other
               political subdivision thereof (for purposes of this subsection
               2.7B(iii), a "NON-US LENDER") shall deliver to Administrative
               Agent and to Company, on or prior to the Closing Date (in the
               case of each Lender that executed this Agreement as of the
               Closing Date) or on or prior to the date of the Assignment
               Agreement pursuant to which it becomes a Lender (in the case of
               each other Lender), and at such other times as may be necessary
               in the determination of Company or Administrative Agent (each in
               the reasonable exercise of its discretion), two original copies
               of Internal Revenue Service Form W-8BEN or W-8ECI (or any
               successor forms) properly completed and duly executed by such
               Lender, together with any other certificate or statement of
               exemption required under the Internal Revenue Code or the
               regulations issued thereunder to establish that such Lender is
               not subject to United States withholding tax with respect to any
               payments to such Lender of interest payable under any of the Loan
               Documents.

                         (b) Each Non-US Lender hereby agrees, from time to time
               after the initial delivery by such Lender of such forms, whenever
               a lapse in time or change in circumstances renders such forms,
               certificates or other evidence so delivered obsolete or
               inaccurate in any material respect, that such Lender shall
               promptly (1) deliver to Administrative Agent and to Company two
               original copies of renewals, amendments or additional or
               successor forms, properly completed and duly executed by such
               Lender, together with any other certificate or statement of
               exemption required in order to confirm or establish that such
               Lender is not subject to United States withholding tax with
               respect to payments to such Lender under the Loan Documents or
               (2) notify Administrative Agent and Company of its inability to
               deliver any such forms, certificates or other evidence.

                         (c) Company shall not be required to pay any additional
               amount to any Non-US Lender under clause (c) of subsection
               2.7B(ii) if such Lender shall have failed to satisfy the
               requirements of clause (a) or (b)(1) of this subsection
               2.7B(iii); PROVIDED that if such Lender shall have satisfied the
               requirements of

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<PAGE>

               subsection 2.7B(iii)(a) on the date such Lender became a
               Lender, nothing in this subsection 2.7B(iii)(c) shall
               relieve Company of its obligation to pay any amounts
               pursuant to subsection 2.7B(ii)(c) in the event that, as
               a result of any change in any applicable law, treaty or
               governmental rule, regulation or order, or any change in
               the interpretation, administration or application
               thereof, such Lender is no longer properly entitled to
               deliver forms, certificates or other evidence at a
               subsequent date establishing the fact that such Lender is
               not subject to withholding as described in subsection
               2.7B(iii)(a).

                  C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
date hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Government Authority charged with the
interpretation or administration thereof, or compliance by any Lender with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Government Authority, has or would have the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in subsection 2.8A, Company shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction.

         2.8      STATEMENT OF LENDERS; OBLIGATION OF LENDERS AND ISSUING
LENDER TO MITIGATE.

                  A. STATEMENTS. Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis of the calculation of such compensation or
reimbursement, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

                  B. MITIGATION. Each Lender and Issuing Lender agrees that, as
promptly as practicable after the officer of such Lender or Issuing Lender
responsible for administering the Loans or Letters of Credit of such Lender or
Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive
payments under subsection 2.7, use reasonable effort to make, issue, fund or
maintain the Commitments of such Lender or the Affected Loans or Letters of
Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, if (i) as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender or Issuing Lender pursuant to subsection 2.7 would be materially
reduced and (ii) as determined by such Lender or Issuing Lender in its sole
discretion,

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<PAGE>

such action would not otherwise be disadvantageous to such Lender or Issuing
Lender; PROVIDED that such Lender or Issuing Lender will not be obligated to
utilize such other lending or letter of credit office pursuant to this
subsection 2.8B unless Company agrees to pay all incremental expenses
incurred by such Lender or Issuing Lender as a result of utilizing such other
lending or letter of credit office as described above.

         2.9      REPLACEMENT OF A LENDER.

                  A. REPLACEMENT. If Company receives a statement of amounts
due pursuant to subsection 2.8A from a Lender, a Lender (a "NON-CONSENTING
LENDER") refuses to consent to an amendment, modification or waiver of this
Agreement that, pursuant to subsection 11.6, requires consent of 100% of the
Lenders or 100% of the Lenders with Obligations directly affected or a Lender
becomes an Affected Lender or a Defaulting Lender (any such Lender, a
"SUBJECT LENDER"), so long as (i) no Potential Event of Default or Event of
Default shall have occurred and be continuing and Company has obtained a
commitment from another Lender or an Eligible Assignee to purchase at par the
Subject Lender's Loans and assume the Subject Lender's Commitments and all
other obligations of the Subject Lender hereunder, and (ii) if applicable,
the Subject Lender is unwilling to withdraw the notice delivered to Company
pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10
days prior written notice to the Subject Lender and Administrative Agent,
Company may require the Subject Lender to assign all of its Loans and
Commitments to such other Lender, Lenders, Eligible Assignee or Eligible
Assignees pursuant to the provisions of subsection 11.1B; PROVIDED that,
prior to or concurrently with such replacement, (1) Company has paid to the
Lender receiving such notice all amounts under subsections 2.6D, 2.7 and/or
2.8B (if applicable) through such date of replacement, (2) the processing fee
required to be paid by subsection 11.1B(i) shall have been paid to
Administrative Agent by the assignee, (3) all of the requirements for such
assignment contained in subsection 11.1B, including, without limitation, the
consent of Administrative Agent (if required) and the receipt by
Administrative Agent of an executed Assignment Agreement and other supporting
documents, have been fulfilled, and (4) in the event such Subject Lender is a
Non-Consenting Lender, each assignee shall consent, at the time of such
assignment, to each matter in respect of which such Subject Lender was a
Non-Consenting Lender and Company also requires each other Subject Lender
that is a Non-Consenting Lender to assign its Loans and Commitments.

                  B. DEFAULTING LENDER PROVISIONS. Anything contained herein to
the contrary notwithstanding, in the event that any Lender defaults in its
obligation (a "FUNDING DEFAULT") to fund any Revolving Loan, purchase an
assignment of a Swing Line Loan pursuant to subsection 2.1A or purchase a
participation in a drawing under a Letter of Credit pursuant to subsection 3.3C
(in each case, a "DEFAULTED REVOLVING LOAN"), then (i) during any Default Period
with respect to such Revolving Lender (a "DEFAULTING LENDER"), such Defaulting
Lender shall be deemed not to be a "Lender" for purposes of voting on any
matters (including the granting of any consents or waivers) with respect to any
of the Loan Documents; (ii) to the extent permitted by applicable law, until
such time as the Default Excess with respect to such Defaulting Lender shall
have been reduced to zero, (a) any voluntary prepayment of the Revolving Loans
shall, if Company so directs at the time of making such voluntary prepayment, be
applied to the Revolving Loans of other Lenders as if such Defaulting Lender had
no Revolving Loans outstanding and the Revolving Loan Exposure of such
Defaulting Lender were zero, and (b) any mandatory prepayment of the Revolving
Loans shall, if Company so directs at the time of

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<PAGE>

making such mandatory prepayment, be applied to the Revolving Loans of other
Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such
Defaulting Lender had funded all Defaulted Revolving Loans of such Defaulting
Lender, it being understood and agreed that Company shall be entitled to
retain any portion of any mandatory prepayment of the Revolving Loans that is
not paid to such Defaulting Lender solely as a result of the operation of the
provisions of this clause (b); (iii) such Defaulting Lender's Revolving Loan
Commitment and outstanding Revolving Loans and such Defaulting Lender's Pro
Rata Share of the Letter of Credit Usage shall be excluded for purposes of
calculating the commitment fee payable to Revolving Lenders pursuant to
subsection 2.3 in respect of any day during any Default Period with respect
to such Defaulting Lender, and such Defaulting Lender shall not be entitled
to receive any Revolving Loan Commitment fee pursuant to subsection 2.3 with
respect to such Defaulting Lender's Revolving Loan Commitment in respect of
any Default Period with respect to such Defaulting Lender; and (iv) the Total
Utilization of Revolving Loan Commitments as at any date of determination
shall be calculated as if such Defaulting Lender had funded all Defaulted
Revolving Loans of such Defaulting Lender.

                  No Revolving Loan Commitment of any Lender shall be
increased or otherwise affected, and, except as otherwise expressly provided
in this subsection 2.9B, performance by Company of its obligations hereunder
and the other Loan Documents shall not be excused or otherwise modified as a
result of any Funding Default or the operation of this subsection 2.9B. The
rights and remedies against a Defaulting Lender under this subsection 2.9B
are in addition to other rights and remedies that Company may have against
such Defaulting Lender with respect to any Funding Default and that
Administrative Agent or any Lender may have against such Defaulting Lender
with respect to any Funding Default.

         2.10     INCREASED COMMITMENTS; TERM LOANS; ADDITIONAL LENDERS.

                  (a) On a single occasion subsequent to the Closing Date,
Company may, upon at least thirty (30) days, notice to Syndication Agent
(which shall promptly provide a copy of such notice to the Lenders), propose
(i) to increase the aggregate amount of the Revolving Loan Commitments and/or
(ii) to borrow Term Loans, by an amount not to exceed $50,000,000 in the
aggregate (the amount of any such increase, the "INCREASED COMMITMENTS"). If
Company proposes to increase the Revolving Loan Commitments, each Revolving
Lender party to this Agreement at such time shall have the right (but no
obligation), for a period of fifteen (15) days following receipt of such
notice, to elect by notice to Company and Agents to increase its Revolving
Commitment by a principal amount which bears the same ratio to the Increased
Commitments as its then Revolving Commitment bears to the aggregate Revolving
Commitments then existing.

                  (b) If any Lender party to this Agreement shall not elect
to increase its Revolving Commitment pursuant to subsection 2.10(a), or if
Company proposes to borrow Term Loans hereunder, Company may designate
another lender or other lenders (which may be, but need not be, one or more
of the existing Lenders) which at the time agree to (i) in the case of any
such lender that is an existing Lender, increase its Revolving Commitment
and/or become a Term Loan Lender, and (ii) in the case of any other such
lender (an "ADDITIONAL LENDER"), become a party to this Agreement. The sum of
the increases in the Commitments of the existing Lenders pursuant to this
subsection 2.10 plus the Commitments of the Additional Lenders shall

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<PAGE>

not in the aggregate exceed $50,000,000 (whether such Commitments are
Revolving Commitments, Term Commitments, or a combination thereof).

                  (c) An increase in the aggregate amount of the Commitments
pursuant to this subsection 2.10 shall become effective upon the receipt by
Agents of an Increased Commitments Agreement in form and substance
satisfactory to Agents signed by Company, by each Additional Lender and by
each other Lender whose Revolving Commitment is to be increased or who
desires to become a Term Loan Lender, as the case may be, setting forth the
new Commitments of such Lenders and setting forth the agreement of each
Additional Lender to become a party to this Agreement and to be bound by all
the terms and provisions hereof, together with such evidence of appropriate
corporate authorization on the part of Company with respect to the Increased
Commitments and such opinions of counsel for Company with respect to the
Increased Commitments as Agents may reasonably request. The Increased
Commitments Agreement, in the case of Term Loans, shall specify the maturity
date (which shall not be earlier than the Revolving Commitment Termination
Date), prepayment schedule (which shall not require amortization of more than
20% of the principal amount of the Term Loans prior to the Revolving
Commitment Termination Date), interest rate or rates, form of Term Note, fees
in respect of the Term Loan Commitments and other matters particular to the
Term Loan Commitments, the Term Loans and the Term Loan Lenders.

                  (d) No consent by Lenders to the Increased Commitments
Agreement shall be required by reason of an increase in Commitments pursuant
to this subsection 2.10, except to the extent the consent of any Lender is
required if it agrees to increase its Revolving Commitment or become a Term
Loan Lender. No Lender or Agent shall be obligated to increase its
Commitments by reason of a request of Company pursuant to this subsection
2.10.

SECTION 3.        LETTERS OF CREDIT

                  3.1 ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF
PARTICIPATIONS THEREIN.

                  A. LETTERS OF CREDIT. In addition to Company requesting
that Lenders make Revolving Loans pursuant to subsection 2.1A(i) and that
Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(ii),
Company may request, in accordance with the provisions of this subsection
3.1, from time to time during the period from the Closing Date to but
excluding the thirtieth day prior to the Revolving Loan Commitment
Termination Date, that Issuing Lender issue Letters of Credit for the account
of Company for the purposes specified in the definitions of Commercial
Letters of Credit and Standby Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of Company herein set forth, Issuing Lender may, but (except as
provided in subsection 3.1B(ii)) shall not be obligated to, issue such
Letters of Credit in accordance with the provisions of this subsection 3.1;
PROVIDED that Company shall not request that Issuing Lender issue (and
Issuing Lender shall not issue):

                  (i) any Letter of Credit if, after giving effect to such
          issuance, the Total Utilization of Revolving Loan Commitments would
          exceed the Revolving Loan Commitments then in effect;

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<PAGE>

                  (ii) any Letter of Credit if, after giving effect to such
          issuance, the Letter of Credit Usage would exceed $40,000,000;

                  (iii) any Standby Letter of Credit having an expiration date
          later than the earlier of (a) ten days prior to the Revolving Loan
          Commitment Termination Date and (b) the date which is one year from
          the date of issuance of such Standby Letter of Credit; PROVIDED that
          the immediately preceding clause (b) shall not prevent Issuing Lender
          from agreeing that a Standby Letter of Credit will automatically be
          extended for one or more successive periods not to exceed one year
          each unless Issuing Lender elects not to extend for any such
          additional period; and PROVIDED, FURTHER that Issuing Lender shall
          elect not to extend such Standby Letter of Credit if it has knowledge
          that an Event of Default has occurred and is continuing (and has not
          been waived in accordance with subsection 11.6) at the time Issuing
          Lender must elect whether or not to allow such extension;

                  (iv) any Commercial Letter of Credit having an expiration date
          (a) later than the earlier of (1) the date which is 30 days prior to
          the Revolving Loan Commitment Termination Date (provided that this
          clause (1) shall not be applicable with respect to any Commercial
          Letter of Credit that is fully supported by cash collateral on terms
          satisfactory to, and if such later expiration date shall have been
          agreed to by, Issuing Lender) and (2) the date which is 180 days from
          the date of issuance of such Commercial Letter of Credit or (b) that
          is otherwise unacceptable to the applicable Issuing Lender in its
          reasonable discretion;

                  (v) any Letter of Credit, if Issuing Lender has received
          written notice from any Lender, Administrative Agent or Company, on or
          prior to the Business Day prior to the requested date of issuance of
          such Letter of Credit, that one or more of the applicable conditions
          contained in Section 4 is not then satisfied;

                  (vi) any Letter of Credit, if, upon issuance, there would be
          more than ten Letters of Credit with a principal amount of less than
          $1,000,000 outstanding at any time under this Agreement; or

                  (vii) any Letter of Credit denominated in a currency other
          than Dollars.

                  B.  MECHANICS OF ISSUANCE.

                  (i) REQUEST FOR ISSUANCE. Whenever Company desires the
          issuance of a Letter of Credit, it shall deliver to Issuing Lender a
          Request for Issuance no later than 12:00 Noon (San Francisco time) at
          least three Business Days (in the case of Standby Letters of Credit)
          or five Business Days (in the case of Commercial Letters of Credit),
          or in each case such shorter period as may be agreed to by Issuing
          Lender in any particular instance, in advance of the proposed date of
          issuance. Issuing Lender, in its reasonable discretion, may require
          changes in the text of the proposed Letter of Credit or any documents
          described in or attached to the Request for Issuance. No Letter of
          Credit shall require payment against a conforming demand for payment
          to be made thereunder on the same business day (under the laws of the
          jurisdiction in which the office of Issuing Lender to which such
          demand for payment is required to be presented is located) that such
          demand

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<PAGE>

          for payment is presented if such presentation is made after 10:00 A.M.
          (in the time zone of such office of Issuing Lender) on such business
          day.

                  Company shall notify Issuing Lender prior to the issuance of
         any Letter of Credit in the event that any of the matters to which
         Company is required to certify in the applicable Request for Issuance
         is no longer true and correct as of the proposed date of issuance of
         such Letter of Credit, and upon the issuance of any Letter of Credit
         Company shall be deemed to have re-certified, as of the date of such
         issuance, as to the matters to which Company is required to certify in
         the applicable Request for Issuance.

                  (ii) ISSUANCE OF LETTER OF CREDIT. Upon satisfaction or waiver
          (in accordance with subsection 11.6) of the conditions set forth in
          subsection 4.3, Issuing Lender shall issue the requested Letter of
          Credit in accordance with Issuing Lender's standard operating
          procedures, unless Issuing Lender shall have received notice from
          Administrative Agent at least one Business Day prior to the date of
          issuance of the requested Letter of Credit that such issuance is not
          then permitted under subsection 3.1A.

                  (iii) NOTIFICATION TO REVOLVING LENDERS. Promptly after the
          issuance or amendment of any Letter of Credit, Issuing Lender shall
          promptly notify Administrative Agent and each other Revolving Lender
          of such issuance in writing. Together with such notice, Administrative
          Agent shall notify each Revolving Lender in writing of the amount of
          such Revolving Lender's respective participation in such Letter of
          Credit or amendment, determined in accordance with subsection 3.1C
          and, if so requested by a Revolving Lender, Administrative Agent shall
          provide such Lender with a copy of such Letter of Credit or amendment.

                  C. REVOLVING LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF
CREDIT. Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from
the Issuing Lender a participation in such Letter of Credit and any drawings
honored thereunder in an amount equal to such Revolving Lender's Pro Rata Share
of the maximum amount which is or at any time may become available to be drawn
thereunder.

                  D. AMENDMENT OF LETTERS OF CREDIT. From time to time while a
Letter of Credit is outstanding and prior to the Revolving Loan Commitment
Termination Date, Issuing Lender will, upon the written request of a Company
received by Issuing Lender (with a copy sent by Company to Administrative Agent)
at least five days (or such shorter time as Issuing Lender may agree in a
particular instance in its sole discretion) prior to the proposed date of
amendment, amend any Letter of Credit issued by it. Each such request for
amendment of a Letter of Credit shall be made by facsimile, confirmed
immediately in an original writing, made in the form of an L/C Amendment
Application and shall specify in form and detail satisfactory to Issuing Lender;
(i) the Letter of Credit to be amended; (ii) the proposed date of amendment of
the Letter of Credit (which shall be a Business Day); (iii) the nature of the
proposed amendment; and (iv) such other matters as Issuing Lender may reasonably
require. Issuing Lender shall be under no obligation to amend any Letter of
Credit if: (A) Issuing Lender would have no obligation at such time to issue
such Letter of Credit in its amended form under the terms of this Agreement; or
(B) the beneficiary of any such Letter of Credit does not accept the proposed
amendment to the

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<PAGE>

Letter of Credit. Issuing Lender shall not amend any Letter of Credit if the
conditions set forth in this subsection 3.1 to the issuance of such Letter of
Credit in its amended form are not satisfied.

                  E. RENEWAL OF LETTERS OF CREDIT. Issuing Lender and
Revolving Lenders agree that, while a Letter of Credit is outstanding and
prior to the Revolving Loan Commitment Termination Date, at the option of
Company and upon the written request of Company received by Issuing Lender
(with a copy sent by Company to Administrative Agent) at least five days (or
such shorter time as Issuing Lender may agree in a particular instance in its
sole discretion) prior to the proposed date of notification of renewal,
Issuing Lender shall be entitled to authorize the automatic renewal of any
Letter of Credit issued by it. Each such request for renewal of a Letter of
Credit shall be made by facsimile, confirmed immediately in an original
writing, in the form of an L/C Amendment Application, and shall specify in
form and detail satisfactory to Issuing Lender; (i) the Letter of Credit to
be renewed; (ii) the proposed date of notification of renewal of the Letter
of Credit (which shall be a Business Day); (iii) the revised expiry date of
the Letter of Credit; and (iv) such other matters as the Issuing Lender may
reasonably require. Issuing Lender shall be under no obligation so to renew
any Letter of Credit if: (a) Issuing Lender would have no obligation at such
time to issue or amend such Letter of Credit in its renewed form under the
terms of this Agreement; or (b) the beneficiary of any such Letter of Credit
does not accept the proposed renewal of the Letter of Credit. Except as set
forth in the next sentence, Issuing Lender shall not renew any Letter of
Credit if the conditions set forth in this subsection 3.1 to the issuance of
such Letter of Credit in its renewed form are not satisfied. If any
outstanding Letter of Credit shall provide that it shall be automatically
renewed unless the beneficiary thereof receives notice from Issuing Lender
that such Letter of Credit shall not be renewed, and if at the time of
renewal Issuing Lender would be entitled to authorize the automatic renewal
of such Letter of Credit in accordance with this subsection 3.1E upon the
request of Company but Issuing Lender shall not have received an L/C
Amendment Application from Company with respect to such renewal or other
written direction by Company with respect thereto, the Issuing Lender shall
nonetheless be permitted to allow such Letter of Credit to renew, and Company
and Lenders hereby authorize such renewal, and, accordingly, Issuing Lender
shall be deemed to have received an L/C Amendment Application from Company
requesting such renewal.

                  F. MISCELLANEOUS.

                  (i) Issuing Lender may, at its election (or as required by the
          Administrative Agent at the direction of Requisite Lenders), deliver
          any notices of termination or other communications to any Letter of
          Credit beneficiary or transferee, and take any other action as
          necessary or appropriate, at any time and from time to time, in order
          to cause the expiry date of such Letter of Credit to be a date not
          later than the Revolving Loan Commitment Termination Date.

                  (ii) This Agreement shall control in the event of any conflict
          with any Request for Issuance, L/C Amendment Application and any other
          document relating to any Letter of Credit, including any of the
          Issuing Lender's standard form documents for letter of credit
          issuances (other than any Letter of Credit).

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<PAGE>

                  (iii) Issuing Lender will also deliver to Company and to
          Administrative Agent, concurrently or promptly following its delivery
          of a Letter of Credit, or amendment to or renewal of a Letter of
          Credit, to an advising bank or a beneficiary, a true and complete copy
          of each such Letter of Credit or amendment to or renewal of a Letter
          of Credit.

         3.2      LETTER OF CREDIT FEES.

                  Company agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

                  (i) with respect to each Letter of Credit, (a) a fronting fee,
          payable directly to the applicable Issuing Lender for its own account,
          equal to 0.25% per annum of the daily amount available to be drawn
          under such Letter of Credit and (b) a letter of credit fee, payable to
          Administrative Agent for the account of Revolving Lenders, equal to
          the applicable LIBOR Margin multiplied by the daily amount available
          to be drawn under such Letter of Credit, each such fronting fee or
          letter of credit fee to be payable in arrears on and to (but
          excluding) the last Business Day of March, June, September and
          December of each year and computed on the basis of a 360-day year, for
          the actual number of days elapsed;

                  (ii) with respect to the issuance, amendment or transfer of
          each Letter of Credit and each payment of a drawing made thereunder
          (without duplication of the fees payable under clause (i) above),
          documentary and processing charges payable directly to Issuing Lender
          for its own account in accordance with Issuing Lender's standard
          schedule for such charges in effect at the time of such issuance,
          amendment, transfer or payment, as the case may be.

                  (iii) For purposes of calculating any fees payable under
          clause (i) of this subsection 3.2, the daily amount available to be
          drawn under any Letter of Credit shall be determined as of the close
          of business on any date of determination. Promptly upon receipt by
          Administrative Agent of any amount described in clause (i)(b) of this
          subsection 3.2, Administrative Agent shall distribute to each
          Revolving Lender its Pro Rata Share of such amount.

         3.3      DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF
CREDIT.

                  A. RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS.
In determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

                  B. REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS
OF CREDIT. In the event Issuing Lender has determined to honor a drawing
under a Letter of Credit issued by it, Issuing Lender shall immediately
notify Company and Administrative Agent, and Company shall reimburse Issuing
Lender on or before the Business Day immediately following the date on which
such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars
and in same day funds equal to the amount of such payment; PROVIDED that,
anything

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contained in this Agreement to the contrary notwithstanding, (i) unless
Company shall have notified Administrative Agent prior to 10:00 A.M. (San
Francisco time) on the date such drawing is honored that Company intends to
reimburse Issuing Lender for the amount of such payment with funds other than
the proceeds of Revolving Loans, Company shall be deemed to have given a
timely Notice of Borrowing to Administrative Agent requesting Revolving
Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement
Date in an amount in Dollars equal to the amount of such payment and (ii)
subject to satisfaction or waiver of the conditions specified in subsection
4.2B, Lenders shall, on the Reimbursement Date, make Revolving Loans that are
Base Rate Loans in the amount of such payment, the proceeds of which shall be
applied directly by Administrative Agent to reimburse Issuing Lender for the
amount of such payment; and PROVIDED, FURTHER that if for any reason proceeds
of Revolving Loans are not received by Issuing Lender on the Reimbursement
Date in an amount equal to the amount of such payment, Company shall
reimburse Issuing Lender, on demand, in an amount in same day funds equal to
the excess of the amount of such payment over the aggregate amount of such
Revolving Loans, if any, which are so received. Nothing in this subsection
3.3B shall be deemed to relieve any Revolving Lender from its obligation to
make Revolving Loans on the terms and conditions set forth in this Agreement,
and Company shall retain any and all rights it may have against any Lender
resulting from the failure of such Revolving Lender to make such Revolving
Loans under this subsection 3.3B.

                  C.  PAYMENT BY REVOLVING LENDERS OF UNREIMBURSED AMOUNTS
PAID UNDER LETTERS OF CREDIT.

                  (i) PAYMENT BY REVOLVING LENDERS. In the event that Company
          shall fail for any reason to reimburse Issuing Lender as provided in
          subsection 3.3B in an amount equal to the amount of any payment by
          Issuing Lender under a Letter of Credit, Issuing Lender shall promptly
          notify Administrative Agent who shall promptly notify each Revolving
          Lender of the unreimbursed amount of such honored drawing and of such
          other Revolving Lender's respective participation therein based on
          such Revolving Lender's Pro Rata Share. Each Revolving Lender shall
          make available to Administrative Agent (who shall promptly make such
          amount available to Issuing Lender) an amount equal to its respective
          participation, in Dollars and in same day funds, at the office of
          Issuing Lender specified in such notice, not later than 12:00 Noon
          (San Francisco time) on the first business day (under the laws of the
          jurisdiction in which such office of Issuing Lender is located) after
          the date notified by Issuing Lender. In the event that any Revolving
          Lender fails to make available to Administrative Agent on such
          business day the amount of such Revolving Lender's participation in
          such Letter of Credit as provided in this subsection 3.3C, Issuing
          Lender through Administrative Agent shall be entitled to recover such
          amount on demand from such Revolving Lender together with interest
          thereon at the rate customarily used by Administrative Agent for the
          correction of errors among banks for three Business Days and
          thereafter at the Base Rate. Nothing in this subsection 3.3C shall be
          deemed to prejudice the right of any Revolving Lender to recover
          amounts made available by such Revolving Lender to Issuing Lender
          pursuant to this subsection 3.3C in the event that it is determined by
          the final judgment of a court of competent jurisdiction that the
          payment with respect to a Letter of Credit by Issuing Lender in
          respect of which payment was made by such Revolving Lender constituted
          gross negligence or willful misconduct on the part of Issuing Lender.

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<PAGE>

                  (ii) DISTRIBUTION TO REVOLVING LENDERS OF REIMBURSEMENTS
          RECEIVED FROM COMPANY. In the event Issuing Lender, through
          Administrative Agent, shall have been reimbursed by other Revolving
          Lenders pursuant to subsection 3.3C(i) for all or any portion of any
          payment by Issuing Lender under a Letter of Credit, Issuing Lender
          shall pay to Administrative Agent, for distribution to each other
          Revolving Lender that has paid all amounts payable by it under
          subsection 3.3C(i) with respect to such payment such other Revolving
          Lender's Pro Rata Share of all payments subsequently received by
          Issuing Lender from Company in reimbursement of such payment under the
          Letter of Credit when such payments are received. Any such
          distribution shall be made to a Revolving Lender at its primary
          address set forth below its name on the appropriate signature page
          hereof or at such other address as such Revolving Lender may request.

                  D.  INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  (i) PAYMENT OF INTEREST BY COMPANY. Company agrees to pay to
          Issuing Lender, with respect to payments under any Letters of Credit
          issued by it, interest on the amount paid by Issuing Lender in respect
          of each such payment from the date a drawing is honored to but
          excluding the date such amount is reimbursed by Company (including any
          such reimbursement out of the proceeds of Revolving Loans pursuant to
          subsection 3.3B) at a rate equal to (a) for the period from the date
          such drawing is honored to but excluding the Reimbursement Date, the
          rate then in effect under this Agreement with respect to Revolving
          Loans that are Base Rate Loans and (b) thereafter, a rate which is 2%
          per annum in excess of the rate of interest otherwise payable under
          this Agreement with respect to Revolving Loans that are Base Rate
          Loans. Interest payable pursuant to this subsection 3.3D(i) shall be
          computed on the basis of a 360-day year, for the actual number of days
          elapsed in the period during which it accrues and shall be payable on
          demand or, if no demand is made, on the date on which the related
          drawing under a Letter of Credit is reimbursed in full.

                  (ii) DISTRIBUTION OF INTEREST PAYMENTS BY ISSUING LENDER.
          Promptly upon receipt by Issuing Lender of any payment of interest
          pursuant to subsection 3.3D(i) with respect to a payment under a
          Letter of Credit issued by it, (a) Issuing Lender shall pay to
          Administrative Agent for distribution to each other Revolving Lender,
          out of the interest received by Issuing Lender in respect of the
          period from the date such drawing is honored to but excluding the date
          on which Issuing Lender is reimbursed for the amount of such payment
          (including any such reimbursement out of the proceeds of Revolving
          Loans pursuant to subsection 3.3B), the amount that such other
          Revolving Lender would have been entitled to receive in respect of the
          letter of credit fee that would have been payable in respect of such
          Letter of Credit for such period pursuant to subsection 3.2 if no
          drawing had been honored under such Letter of Credit, and (b) in the
          event Issuing Lender shall have been reimbursed by other Revolving
          Lenders pursuant to subsection 3.3C(i) for all or any portion of such
          payment, Issuing Lender shall pay to Administrative Agent for
          distribution to each other Revolving Lender that has paid all amounts
          payable by it under subsection 3.3C(i) with respect to such payment
          such other Revolving Lender's Pro Rata Share of any interest received
          by Issuing Lender in respect of that portion of such payment so
          reimbursed by other Revolving Lenders for the period from the date on
          which Issuing Lender was so reimbursed by other Revolving Lenders to
          but

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<PAGE>

            excluding the date on which such portion of such payment is
            reimbursed by Company. Any such distribution shall be made to a
            Revolving Lender at its primary address set forth on SCHEDULE 11.8
            or at such other address as such Revolving Lender may request.

            3.4   OBLIGATIONS ABSOLUTE.

                  The obligation of Company to reimburse Issuing Lender for
payments under the Letters of Credit and to repay any Revolving Loans made by
Revolving Lenders pursuant to subsection 3.3B and the obligations of Lenders
under subsection 3.3C(i) shall be unconditional and irrevocable and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances including any of the following circumstances:

                  (i) any lack of validity or enforceability of any Letter of
          Credit;

                  (ii) the existence of any claim, set-off, defense or other
          right which Company or any Revolving Lender may have at any time
          against a beneficiary or any transferee of any Letter of Credit (or
          any Persons for whom any such transferee may be acting), Issuing
          Lender or other Revolving Lender or any other Person or, in the case
          of a Revolving Lender, against Company, whether in connection with
          this Agreement, the transactions contemplated herein or any unrelated
          transaction (including any underlying transaction between Company or
          one of its Subsidiaries and the beneficiary for which any Letter of
          Credit was procured);

                  (iii) any draft or other document presented under any Letter
          of Credit proving to be forged, fraudulent, invalid or insufficient in
          any respect or any statement therein being untrue or inaccurate in any
          respect;

                  (iv) payment by Issuing Lender under any Letter of Credit
          against presentation of a draft or other document which does not
          substantially comply with the terms of such Letter of Credit;

                  (v) any adverse change in the business, operations,
          properties, assets, condition (financial or otherwise) or prospects of
          Company or any of its Subsidiaries;

                  (vi) any breach of this Agreement or any other Loan Document
          by any party thereto;

                  (vii) any other circumstance or happening whatsoever, whether
          or not similar to any of the foregoing; or

                  (viii) the fact that an Event of Default or a Potential Event
          of Default shall have occurred and be continuing;

PROVIDED, in each case, that payment by Issuing Lender under the applicable
Letter of Credit shall not have constituted gross negligence or willful
misconduct of Issuing Lender under the circumstances in question (as determined
by a final judgment of a court of competent jurisdiction).


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         3.5      INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

                  A. INDEMNIFICATION. In addition to amounts payable as provided
in subsection 2.7, Company hereby agrees to protect, indemnify, pay and save
harmless Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of outside counsel and allocated costs of
internal counsel) which Issuing Lender may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
Issuing Lender, other than as a result of (a) the gross negligence or willful
misconduct of Issuing Lender as determined by a final judgment of a court of
competent jurisdiction or (b) subject to the following clause (ii), the wrongful
dishonor by Issuing Lender of a proper demand for payment made under any Letter
of Credit or (ii) the failure of Issuing Lender to honor a drawing under any
such Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Government Authority.

                  B. NATURE OF ISSUING LENDER'S DUTIES. As between Company and
Issuing Lender, Company assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, Issuing Lender
shall not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary of any such Letter of Credit to comply
fully with any conditions required in order to draw upon such Letter of Credit;
(iv) errors, omissions, interruptions or delays in transmission or delivery of
any messages, by mail, cable, telegraph, telex or otherwise, whether or not they
be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of Issuing Lender, including any act or omission
by a Government Authority specified in subsection 3.5A, and none of the above
shall affect or impair, or prevent the vesting of, any of Issuing Lender's
rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions set forth in the first paragraph of this subsection 3.5B,
any action taken or omitted by Issuing Lender under or in connection with the
Letters of Credit issued by it or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not put Issuing Lender
under any resulting liability to Company.

                  Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against
Issuing Lender for any liability arising solely out of the gross negligence or
willful misconduct of Issuing Lender, as determined by a final judgment of a
court of competent jurisdiction.


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<PAGE>

         3.6      APPLICABILITY OF ISP AND UCP.

                  Unless otherwise expressly agreed by Issuing Lender and
Company when a Letter of Credit is issued and subject to applicable laws,
performance under Letters of Credit will be governed by (i), with respect to
Standby Letter of Credit, the rules contained in International Standby Practices
1998, as such rules may be revised from time to time by the Institute of
International Banking Law & Practice, and (ii) with respect to Commercial
Letters of Credit, the Uniform Customs and Practice for Documentary Credits, as
published in its most recent version by the International Chamber of Commerce.

SECTION 4.        CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  The obligations of Lenders to make Loans and the issuance of
Letters of Credit hereunder are subject to the satisfaction of the following
conditions.

         4.1      CONDITIONS TO INITIAL REVOLVING LOANS AND SWING LINE LOANS.

                  The obligations of Lenders to make the Revolving Loans and
Swing Line Loans to be made on the Closing Date were, in addition to the
conditions precedent specified in subsection 4.2, subject to prior or concurrent
satisfaction of the following conditions:

                  A. LOAN PARTY DOCUMENTS. On or before the Closing Date,
Company shall, and shall cause each other Loan Party to, deliver to Lenders
(or to Syndication Agent with sufficient originally executed copies, where
appropriate, for each Lender) the following with respect to Company or such
Loan Party, as the case may be, each, unless otherwise noted, dated the
Closing Date:

                  (i) Copies of the Organizational Documents of such Person,
          certified by the Secretary of State of its jurisdiction of
          organization or, if such document is of a type that may not be so
          certified, certified by the secretary or similar officer of the
          applicable Loan Party, together with a good standing certificate from
          the Secretary of State of its jurisdiction of organization and each
          other state in which such Person is qualified to do business and, to
          the extent generally available, a certificate or other evidence of
          good standing as to payment of any applicable franchise or similar
          taxes from the appropriate taxing authority of each of such
          jurisdictions, each dated a recent date prior to the Closing Date;

                  (ii) Resolutions of the Governing Body of such Person
          approving and authorizing the execution, delivery and performance of
          the Loan Documents to which it is a party, certified as of the Closing
          Date by the secretary or similar officer of such Person as being in
          full force and effect without modification or amendment;

                  (iii) Signature and incumbency certificates of the officers of
          such Person executing the Loan Documents to which it is a party;

                  (iv) Executed originals of the Loan Documents to which such
          Person is a party; and


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                  (v) Such other documents as any Agent may reasonably request.

                  B. FEES. Company shall have paid to Agents, for distribution
(as appropriate) to Agents and Lenders, the fees payable on the Closing Date
referred to in subsection 2.3.

                  C. MATTERS RELATING TO EXISTING INDEBTEDNESS AND PREFERRED
STOCK OF COMPANY AND ITS SUBSIDIARIES.

                  (i) TERMINATION OF EXISTING CREDIT AGREEMENT AND RELATED
          LIENS; EXISTING LETTERS OF CREDIT. Following application of the
          proceeds of the Revolving Loans made on the Closing Date, Company and
          its Subsidiaries shall have (a) repaid in full all Indebtedness
          outstanding under the Existing Credit Agreement (the aggregate
          principal amount of which Indebtedness shall not exceed $99,937,500,
          (b) paid all fees and other amounts owing to Agents and Lenders under
          the Existing Credit Agreement, (c) terminated any commitments to lend
          or make other extensions of credit thereunder, (d) delivered to
          Collateral Agent all documents or instruments necessary to release all
          Liens securing Indebtedness or other obligations of Company and its
          Subsidiaries thereunder, and (e) made arrangements satisfactory to
          Administrative Agent with respect to the cancellation of any letters
          of credit outstanding thereunder or the issuance of Letters of Credit
          to support the obligations of Company and its Subsidiaries with
          respect thereto.

                  (ii) EXISTING INDEBTEDNESS TO REMAIN OUTSTANDING; PREFERRED
          STOCK. Agents shall have received an Officer's Certificate of Company
          stating that, after giving effect to the transactions described in
          this subsection 4.1C, the Indebtedness of Loan Parties (other than
          Indebtedness under the Loan Documents) shall consist of no
          Indebtedness other than Indebtedness in an aggregate amount not to
          exceed $6,549,500 in respect of Capital Leases described in Part II of
          SCHEDULE 7.1 annexed hereto. The terms and conditions of all such
          Indebtedness shall be in form and in substance satisfactory to
          Syndication Agent. No preferred stock of Company shall be outstanding
          as of the Closing Date.

                  D. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.
Company shall have delivered to Syndication Agent an Officer's Certificate, in
form and substance satisfactory to Syndication Agent, to the effect that the
representations and warranties in Section 5 are true, correct and complete in
all material respects on and as of the Closing Date to the same extent as though
made on and as of that date (or, to the extent such representations and
warranties specifically relate to an earlier date, that such representations and
warranties were true, correct and complete in all material respects on and as of
such earlier date) and that Company shall have performed in all material
respects all agreements and satisfied all conditions which this Agreement
provides shall be performed or satisfied by it on or before the Closing Date
except as otherwise disclosed to and agreed to in writing by Syndication Agent.

                  E. [RESERVED]

                  F. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall have
received originally executed copies of one or more favorable written opinions of
(a) Skadden, Arps, Slate, Meagher & Flom LLP, outside counsel for Loan Parties,
and (b) in-house counsel of Company in form and substance reasonably
satisfactory to Syndication Agent and its counsel, dated as of the


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Closing Date and setting forth substantially the matters in the opinions
designated respectively in EXHIBIT VII-A and EXHIBIT VII-B annexed hereto and
as to such other matters as Syndication Agent acting on behalf of Lenders may
reasonably request (this Credit Agreement constituting a written request by
Company to such counsel to deliver such opinions to Lenders).

                  G. OPINIONS OF SYNDICATION AGENT'S COUNSEL. Lenders shall have
received originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Syndication Agent, dated as of the Closing
Date, substantially in the form of EXHIBIT VIII annexed hereto.

                  H. EVIDENCE OF INSURANCE. Syndication Agent shall have
received a certificate from Company's insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to
subsection 6.4 is in full force and effect and that Syndication Agent on behalf
of Lenders has been named as additional insured and/or loss payee thereunder to
the extent required under subsection 6.4.

                  I. [RESERVED]

                  J. SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. To the
extent not otherwise satisfied pursuant to subsection 4.1K, Collateral Agent
shall have received evidence satisfactory to it that Company and Subsidiary
Guarantors shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements, documents
and instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (ii), (iii)
and (iv) below) that may be necessary or, in the reasonable opinion of Agents,
desirable in order to create in favor of Collateral Agent, for the benefit of
Lenders, a valid and (upon such filing and recording) perfected First Priority
security interest in the entire personal and mixed property Collateral. Such
actions shall include the following:

                  (i) STOCK CERTIFICATES AND INSTRUMENTS. Delivery to Collateral
          Agent of (a) certificates (which certificates shall be accompanied by
          irrevocable undated stock powers, duly endorsed in blank and otherwise
          satisfactory in form and substance to Collateral Agent) representing
          all capital stock pledged pursuant to the Security Agreement and any
          Foreign Pledge Agreement and (b) all promissory notes or other
          instruments (duly endorsed, where appropriate, in a manner
          satisfactory to Collateral Agent) evidencing any Collateral;

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


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<PAGE>
                  (iii) UCC FINANCING STATEMENTS AND FIXTURE FILINGS. Delivery
          to Collateral Agent of UCC financing statements and, where
          appropriate, fixture filings, duly executed by each applicable Loan
          Party with respect to all personal and mixed property Collateral of
          such Loan Party, for filing in all jurisdictions as may be necessary
          or, in the opinion of any Agent, desirable to perfect the security
          interests created in such Collateral pursuant to the Collateral
          Documents;

                  (iv) PTO COVER SHEETS, ETC. Delivery to Collateral Agent of
          all cover sheets or other documents or instruments required to be
          filed with the PTO in order to create or perfect Liens in respect of
          any IP Collateral;

                  (v) FOREIGN PLEDGE AGREEMENTS. Except for the Foreign Pledge
          Agreement to be delivered pursuant to subsection 6.8B(i), execution
          and delivery to Collateral Agent of Foreign Pledge Agreements with
          respect to 66% of the stock directly owned by Company or a Domestic
          Subsidiary of all Foreign Subsidiaries with respect to which
          Collateral Agent deems a Foreign Pledge Agreement necessary or
          advisable to perfect or otherwise protect the First Priority Liens
          granted to Collateral Agent on behalf of Lenders in such stock, and
          the taking of all such other actions under the laws of such
          jurisdictions as Collateral Agent may deem necessary or advisable to
          perfect or otherwise protect such Liens; and

                  (vi) OPINIONS OF LOCAL COUNSEL. Delivery to Agents of an
          opinion of counsel (which counsel shall be reasonably satisfactory to
          Agents) under the laws of each jurisdiction in which any Loan Party or
          any personal or mixed property Collateral is located with respect to
          the creation and perfection of the security interests in favor of
          Collateral Agent in such Collateral and such other matters governed by
          the laws of such jurisdiction regarding such security interests as
          Agents may reasonably request, in each case in form and substance
          reasonably satisfactory to Agents.

                  K. CLOSING DATE MORTGAGES; CLOSING DATE MORTGAGE POLICIES;
 ETC. Collateral Agent shall have received from Company and each
 applicable Subsidiary Guarantor:

                  (i) CLOSING DATE MORTGAGES. Fully executed and notarized
          Mortgages (each a "CLOSING DATE MORTGAGE" and, collectively, the
          "CLOSING DATE MORTGAGES"), in proper form for recording in all
          appropriate places in all applicable jurisdictions, encumbering each
          Real Property Asset listed in SCHEDULE 4.1K annexed hereto (each a
          "CLOSING DATE MORTGAGED PROPERTY" and, collectively, the "CLOSING DATE
          MORTGAGED PROPERTIES"); no Closing Date Mortgages shall be required
          for the Leasehold Properties listed in SCHEDULE 5.5B;

                  (ii) OPINIONS OF LOCAL COUNSEL. An opinion of counsel (which
          counsel shall be reasonably satisfactory to Agents) in each state in
          which a Closing Date Mortgaged Property is located with respect to the
          enforceability of the form(s) of Closing Date Mortgages to be recorded
          in such state and such other matters as Agents may reasonably request,
          in each case in form and substance reasonably satisfactory to Agents;


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                  (iii) TITLE INSURANCE. (a) ALTA mortgagee title insurance
          policies or unconditional commitments therefor (the "CLOSING DATE
          MORTGAGE POLICIES") issued by the Title Company with respect to the
          Closing Date Mortgaged Properties listed in SCHEDULE 4.1K annexed
          hereto, in amounts not less than the respective amounts designated
          therein with respect to any particular Closing Date Mortgaged
          Properties, insuring fee simple title to each such Closing Date
          Mortgaged Property vested in such Loan Party and assuring Collateral
          Agent that the applicable Closing Date Mortgages create valid and
          enforceable First Priority mortgage Liens on the respective Closing
          Date Mortgaged Properties encumbered thereby, subject only to a
          standard survey exception and such other standard exceptions and other
          matters of record as are approved by Agents, which Closing Date
          Mortgage Policies (1) shall include an endorsement for mechanics'
          liens, for future advances under this Agreement and for any other
          matters reasonably requested by Collateral Agent, each to the extent
          available in the state in which the respective Closing Date Mortgaged
          Properties are located and (2) shall provide for affirmative insurance
          and such reinsurance as Collateral Agent may reasonably request, all
          of the foregoing in form and substance reasonably satisfactory to
          Collateral Agent; and (b) evidence satisfactory to Collateral Agent
          that such Loan Party has (i) delivered to the Title Company all
          certificates and affidavits required by the Title Company in
          connection with the issuance of the Closing Date Mortgage Policies and
          (ii) paid to the Title Company or to the appropriate governmental
          authorities all expenses and premiums of the Title Company in
          connection with the issuance of the Closing Date Mortgage Policies and
          all recording and stamp taxes (including mortgage recording and
          intangible taxes) payable in connection with recording the Closing
          Date Mortgages in the appropriate real estate records;

                  (iv) TITLE REPORTS. With respect to each Closing Date
          Mortgaged Property listed in SCHEDULE 4.1K annexed hereto, a title
          report issued by the Title Company with respect thereto, dated not
          more than 30 days prior to the Closing Date and satisfactory in form
          and substance to Collateral Agent;

                  (v) COPIES OF DOCUMENTS RELATING TO TITLE EXCEPTIONS. Copies
          of all recorded documents listed as exceptions to title or otherwise
          referred to in the Closing Date Mortgage Policies or in the title
          reports delivered pursuant to subsection 4.1K(iv);

                  (vi) MATTERS RELATING TO FLOOD HAZARD PROPERTIES. (a)
          Evidence, which may be in the form of a letter from an insurance
          broker or a municipal engineer, as to whether (1) any Closing Date
          Mortgaged Property is a Flood Hazard Property and (2) the community in
          which any such Flood Hazard Property is located is participating in
          the National Flood Insurance Program, (b) if there are any such Flood
          Hazard Properties, such Loan Party's written acknowledgement of
          receipt of written notification from Collateral Agent (1) as to the
          existence of each such Flood Hazard Property and (2) as to whether the
          community in which each such Flood Hazard Property is located is
          participating in the National Flood Insurance Program, and (c) in the
          event any such Flood Hazard Property is located in a community that
          participates in the National Flood Insurance Program, evidence that
          Company has obtained flood insurance in respect of such Flood Hazard
          Property to the extent required under the applicable regulations of
          the Board of Governors of the Federal Reserve System.


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<PAGE>

          4.2     CONDITIONS TO ALL LOANS.

                  The obligations of Lenders to make Loans on each Funding Date
are subject to the following further conditions precedent:

                  A. Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, an
originally executed Notice of Borrowing, in each case signed by a duly
authorized Officer of Company.

                  B. As of that Funding Date:

                  (i) The representations and warranties contained herein and in
          the other Loan Documents shall be true, correct and complete in all
          material respects on and as of that Funding Date to the same extent as
          though made on and as of that date, except to the extent such
          representations and warranties specifically relate to an earlier date,
          in which case such representations and warranties shall have been
          true, correct and complete in all material respects on and as of such
          earlier date;

                  (ii) No event shall have occurred and be continuing or would
          result from the consummation of the borrowing contemplated by such
          Notice of Borrowing that would constitute an Event of Default or a
          Potential Event of Default;

                  (iii) Each Loan Party shall have performed in all material
          respects all agreements and satisfied all conditions which this
          Agreement provides shall be performed or satisfied by it on or before
          that Funding Date;

                  (iv) No order, judgment or decree of any arbitrator or
          Government Authority shall purport to enjoin or restrain any Lender
          from making the Loans to be made by it on that Funding Date; and

                  (v) Company shall have delivered such other certificates or
          documents that Administrative Agent shall reasonably request, in form
          and substance satisfactory to Administrative Agent.

          4.3     CONDITIONS TO LETTERS OF CREDIT.

                  The issuance of any Letter of Credit hereunder (whether or not
Issuing Lender is obligated to issue such Letter of Credit) is subject to the
following conditions precedent:

                  A. On or before the date of issuance of the initial Letter of
Credit pursuant to this Agreement, the initial Loans shall have been made.

                  B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Request for Issuance in each case
signed by a duly authorized Officer of Company, together with all other
information specified in subsection 3.1B(i) and such other documents or
information as Issuing Lender may reasonably require in connection with the
issuance of such Letter of Credit.


                                      68
<PAGE>

                  C. On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2B shall be satisfied to the same
extent as if the issuance of such Letter of Credit were the making of a Loan and
the date of issuance of such Letter of Credit were a Funding Date.

         4.4      CONDITIONS TO THE ACQUISITION TERM LOANS.

         The obligations of the Acquisition Term Loan Lenders to make the
Acquisition Term Loans on the Acquisition Term Loan Funding Date are, in
addition to the conditions precedent specified in subsection 4.2, subject to
prior or concurrent satisfaction of the following conditions:

                  A. The First Amendment Closing Date shall have occurred.

                  B. Either (i) all conditions to the Acquisition shall have
been satisfied or waived in a manner reasonably satisfactory to Agents and the
Acquisition shall have been consummated or (ii) Company, MSL SLC, 3Com and an
escrow agent shall have entered into an escrow agreement in form and substance
satisfactory to Agents with respect to the consummation of the Acquisition,
pursuant to which agreement the proceeds of the Acquisition Term Loans shall be
deposited and released to 3Com or its designee upon consummation of the
Acquisition or released to Administrative Agent if the Acquisition is not
consummated.

                  C. Company shall have delivered to Agents the following with
respect to Company and each Loan Party:

                  (i) A certified copy of the Acquisition Agreement, together
          with all amendments thereto, certified as true, complete and correct
          by an Officer of Company (or, if previously delivered on the First
          Amendment Closing Date, a certificate to the effect that the
          Acquisition Agreement has not been amended since the First Amendment
          Closing Date, or if it has been so amended, to the effect that the
          attached copy of all such amendments are true, complete and correct,
          and the Acquisition Agreement, as amended (if applicable), is in full
          force and effect);

                  (ii) An Officer's Certificate of Company, setting forth the
          information specified in subsection 7.3(vii)(c);

                  (iii) An Officer's Certificate of Company, to the effect that
          there are no Proceedings at law or in equity, or before or by any
          court or other Government Authority that are pending or, to the
          knowledge of Company, threatened that, individually or in the
          aggregate, that could reasonably be expected to have a material
          adverse effect on the Acquisition, the Loans, this Agreement or any of
          the transactions contemplated hereby; and

                  (iv) Opinions of Company counsel in form and substance
          reasonably satisfactory to Agents with respect to, among other things,
          the matters described in subsection 6.8.

                  D. Company shall have paid to Administrative Agent, for
distribution (as appropriate) to Agents and Lenders, the fees referred to in
subsection 2.3B.


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<PAGE>

                  E. Any new Subsidiary of Company created in connection with
the Acquisition shall have complied with the provisions of subsection 6.8, and
Company and the other Loan Parties shall have executed such additional
Collateral Documents as Agents shall deem necessary or desirable to comply with
the provisions of subsection 6.8.

SECTION 5.        COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Agreement and to
make the Loans, to induce Issuing Lender to issue Letters of Credit and to
induce Lenders to purchase participations therein, Company represents and
warrants to each Lender, on the date of this Agreement, on each Funding Date and
on the date of issuance of each Letter of Credit, that the following statements
are true, correct and complete:

          5.1     ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS
                  AND SUBSIDIARIES.

                  A. ORGANIZATION AND POWERS. Each Loan Party is a corporation,
partnership, trust or limited liability company duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization as
specified in SCHEDULE 5.1 annexed hereto. Each Loan Party has all requisite
power and authority to own and operate its properties, to carry on its business
as now conducted and as proposed to be conducted, to enter into the Loan
Documents to which it is a party and to carry out the transactions contemplated
thereby.

                  B. QUALIFICATION AND GOOD STANDING. Each Loan Party is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, except in jurisdictions where the failure to be so qualified or in
good standing has not had and could not reasonably be expected to have a
Material Adverse Effect.

                  C. CONDUCT OF BUSINESS. Company and its Subsidiaries are
engaged only in the businesses permitted to be engaged in pursuant to subsection
7.11.

                  D. SUBSIDIARIES. All of the Subsidiaries of Company as of the
First Amendment Closing Date and their jurisdictions of organizations are
identified in SCHEDULE 5.1 annexed hereto, as said SCHEDULE 5.1 may be
supplemented from time to time pursuant to the provisions of subsection 6.1(xv).
The Capital Stock of each of the Subsidiaries of Company identified in SCHEDULE
5.1 annexed hereto (as so supplemented) is duly authorized, validly issued,
fully paid and nonassessable and none of such Capital Stock constitutes Margin
Stock. Each of the Subsidiaries of Company identified in SCHEDULE 5.1 annexed
hereto (as so supplemented) is a corporation, partnership, trust or limited
liability company duly organized, validly existing and in good standing under
the laws of its respective jurisdiction of organization set forth therein, has
all requisite power and authority to own and operate its properties and to carry
on its business as now conducted and as proposed to be conducted, and is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good
standing or a lack of such power and authority has not had and could not
reasonably be expected to have a Material Adverse Effect. SCHEDULE 5.1 annexed
hereto (as so supplemented) correctly sets forth


                                      70
<PAGE>

the organizational structure of Company and each of its Subsidiaries and the
ownership interest of Company and each of its Subsidiaries in each of the
Subsidiaries of Company identified therein.

         5.2      AUTHORIZATION OF BORROWING, ETC.

                  A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
action on the part of each Loan Party that is a party thereto.

                  B. NO CONFLICT. The execution, delivery and performance by
Loan Parties of the Loan Documents to which they are parties and the
consummation of the transactions contemplated by the Loan Documents do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Organizational
Documents of Company or any of its Subsidiaries or any order, judgment or decree
of any court or other agency of government binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
Company or any of its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries (other than any Liens created under any of the Loan Documents
in favor of Collateral Agent on behalf of Lenders), or (iv) require any approval
of stockholders or any approval or consent of any Person under any Contractual
Obligation of Company or any of its Subsidiaries, except for such approvals or
consents which will be obtained on or before the Closing Date and disclosed in
writing to Lenders except, in each case, to the extent such violation, conflict,
Lien or failure to obtain such approval or consent could not reasonably be
expected to have a Material Adverse Effect.

                  C. GOVERNMENTAL CONSENTS. The execution, delivery and
performance by Loan Parties of the Loan Documents to which they are parties and
the consummation of the transactions contemplated by the Loan Documents do not
and will not require any Governmental Authorization.

                  D. BINDING OBLIGATION. Each of the Loan Documents has been
duly executed and delivered by each Loan Party that is a party thereto and is
the legally valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.

         5.3      FINANCIAL CONDITION.

                  Company has heretofore delivered to Lenders, at Lenders'
request, the financial statements and information for the periods ended December
31, 1999 and April 2, 2000. All such statements were prepared in conformity with
GAAP and fairly present, in all material respects, the financial position (on a
consolidated basis) of the entities described in such financial statements as at
the respective dates thereof and the results of operations and cash flows (on a
consolidated basis) of the entities described therein for each of the periods
then ended, subject, in


                                      71
<PAGE>

the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments. No Loan Party has (and will not
have following the funding of the initial Loans) any Contingent Obligation,
contingent liability or liability for taxes, long-term lease or unusual
forward or long-term commitment that, as of the Closing Date, is not
reflected in the foregoing financial statements or the notes thereto and, as
of any Funding Date subsequent to the Closing Date, is not reflected in the
most recent financial statements delivered to Lenders pursuant to subsection
6.1 or the notes thereto and that, in any such case, is material in relation
to the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries taken as a whole.

         5.4      NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

                  Since December 31, 1999, no event or change has occurred that
has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Since the Closing Date, neither Company nor any of its
Subsidiaries has directly or indirectly declared, ordered, paid or made, or set
apart any sum or property for, any Restricted Junior Payment or agreed to do so
except as permitted by subsection 7.5.

         5.5      TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL
                  PROPERTY.

                  A. TITLE TO PROPERTIES; LIENS. Company and its Subsidiaries
have (i) good, sufficient and legal title to (in the case of fee interests in
real property), (ii) valid leasehold interests in (in the case of leasehold
interests in real or personal property), or (iii) good title to (in the case of
all other personal property), all of their respective properties and assets
reflected in the financial statements referred to in subsection 5.3 or in the
most recent financial statements delivered pursuant to subsection 6.1, in each
case except for assets disposed of since the date of such financial statements
in the ordinary course of business or as otherwise permitted under subsection
7.7. Except as permitted by this Agreement, all such properties and assets are
free and clear of Liens.

                  B. REAL PROPERTY. As of the First Amendment Closing Date,
SCHEDULE 5.5B annexed hereto contains a true, accurate and complete list of (i)
all fee interests in any Real Property Assets and (ii) all leases, subleases or
assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting each Real Property Asset,
regardless of whether a Loan Party is the landlord or tenant (whether directly
or as an assignee or successor in interest) under such lease, sublease or
assignment. Except as specified in SCHEDULE 5.5B annexed hereto, each agreement
listed in clause (ii) of the immediately preceding sentence is in full force and
effect and Company does not have knowledge of any default that has occurred and
is continuing thereunder, and each such agreement constitutes the legally valid
and binding obligation of each applicable Loan Party, enforceable against such
Loan Party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles.

                  C. INTELLECTUAL PROPERTY. As of the First Amendment Closing
Date, SCHEDULE 5.5C annexed hereto contains a true, accurate and complete list
of all Intellectual Property. Each of Company and its Subsidiaries owns or has
the right to use all Intellectual


                                      72
<PAGE>

Property material to conduct of its business, and none of such Intellectual
Property conflicts with a right of any other Person to the extent such
conflict could reasonably be expect to result in a Material Adverse Effect.

         5.6      LITIGATION; ADVERSE FACTS.

                  Except as set forth in SCHEDULE 5.6 annexed hereto, there are
no Proceedings (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by any court or other Government
Authority (including any Environmental Claims) that are pending or, to the
knowledge of Company, threatened against or affecting Company or any of its
Subsidiaries or any property of Company or any of its Subsidiaries and that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither Company nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or other Government Authority, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

         5.7      PAYMENT OF TAXES.

                  Except to the extent permitted by subsection 6.3, all tax
returns and reports of Company and its Subsidiaries required to be filed by any
of them have been timely filed, and all taxes shown on such tax returns to be
due and payable and all assessments, fees and other governmental charges upon
Company and its Subsidiaries and upon their respective properties, assets,
income, businesses and franchises that are due and payable have been paid when
due and payable. Company knows of no proposed tax assessment against Company or
any of its Subsidiaries that is not being actively contested by Company or such
Subsidiary in good faith and by appropriate proceedings; PROVIDED that such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

         5.8      PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS.

                  A. Neither Company nor any of its Subsidiaries is in default
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and to
Company's knowledge no condition exists that, with the giving of notice or the
lapse of time or both, would constitute such a default, except where the
consequences, direct or indirect, of such default or defaults, if any, could not
reasonably be expected to have a Material Adverse Effect.

                  B. Neither Company nor any of its Subsidiaries is a party to
or is otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.


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<PAGE>

         5.9      GOVERNMENTAL REGULATION.

                  Neither Company nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable.

         5.10     SECURITIES ACTIVITIES.

                  A. Neither Company nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

                  B. Following application of the proceeds of each Loan, not
more than 25% of the value of the assets (either of Company only or of Company
and its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 7.2 or 7.7 or subject to any restriction contained in any agreement
or instrument, between Company and any Lender or any Affiliate of any Lender,
relating to Indebtedness and within the scope of subsection 8.2, will be Margin
Stock.

         5.11     EMPLOYEE BENEFIT PLANS.

                  A. Company, each of its Subsidiaries and each of their
respective ERISA Affiliates are in compliance in all material respects with all
applicable provisions and requirements of ERISA and the regulations and
published interpretations thereunder with respect to each Employee Benefit Plan,
and in all material respects have performed their obligations under each
Employee Benefit Plan. Each Employee Benefit Plan that is intended to qualify
under Section 401(a) of the Internal Revenue Code has been determined by the
Internal Revenue Service to be qualified in form, and neither Company, its
Subsidiaries nor any of their respective ERISA Affiliates is aware of any
circumstance that could reasonably be expected to cause revocation of such
determination.

                  B. No ERISA Event has occurred or is reasonably expected to
occur.

                  C. Except to the extent required under Section 4980B of the
Internal Revenue Code, no Employee Benefit Plan provides health or welfare
benefits (through the purchase of insurance or otherwise) for any retired or
former employee of Company, any of its Subsidiaries or any of their respective
ERISA Affiliates.

                  D. As of the most recent valuation date for any Pension Plan,
the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities on an accumulated benefit obligation basis based on
the actuarial assumptions used for purposes of preparing each such plan's most
recent actuarial valuation), does not exceed $1,000,000.


                                      74
<PAGE>

                  E. As of the most recent valuation date for each Multiemployer
Plan for which the actuarial report is available, the potential liability of
Company, its Subsidiaries and their respective ERISA Affiliates for a complete
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of
ERISA), when aggregated with such potential liability for a complete withdrawal
from all Multiemployer Plans, based on information available pursuant to Section
4221(e) of ERISA, does not exceed $1,000,000.

                  F. Each of Company's Foreign Subsidiaries is in compliance in
all material respects with all applicable law with respect to each employee
benefit plan maintained by or contributed to by such Foreign Subsidiary.

         5.12     CERTAIN FEES.

                  Except as set forth in subsection 2.3, no broker's or finder's
fee or commission will be payable with respect to this Agreement or any of the
transactions contemplated hereby, and Company hereby indemnifies Lenders
against, and agrees that it will hold Lenders harmless from, any claim, demand
or liability for any such broker's or finder's fees alleged to have been
incurred in connection herewith or therewith and any expenses (including
reasonable fees, expenses and disbursements of counsel) arising in connection
with any such claim, demand or liability.

         5.13     ENVIRONMENTAL PROTECTION.

                  Except as set forth in SCHEDULE 5.13 annexed hereto:

                  (i) neither Company nor any of its Subsidiaries nor any of
          their respective Facilities or operations are subject to any
          outstanding written order, consent decree or settlement agreement with
          any Person relating to (a) any Environmental Law, (b) any
          Environmental Claim, or (c) any Hazardous Materials Activity;

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

                  (iii) to Company's knowledge, there are and have been no
          conditions, occurrences, or Hazardous Materials Activities that could
          reasonably be expected to form the basis of an Environmental Claim
          against Company or any of its Subsidiaries except for Environmental
          Claims that would not, individually or in the aggregate, be reasonably
          expected to have a Material Adverse Effect;

                  (iv) neither Company nor any of its Subsidiaries nor, to
          Company's knowledge, any predecessor of Company or any of its
          Subsidiaries has filed any notice under any Environmental Law
          indicating past or present treatment of Hazardous Materials at any
          Facility; and


                                      75
<PAGE>
                  (v) to Company's knowledge, compliance with all current
          requirements pursuant to or under Environmental Laws would not,
          individually or in the aggregate, be reasonably expected to have a
          Material Adverse Effect.

          5.14    EMPLOYEE MATTERS.

                  There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be expected
to have a Material Adverse Effect.

          5.15    SOLVENCY.

                  Each Loan Party is and, upon the incurrence of any Obligations
by such Loan Party on any date on which this representation is made, will be,
Solvent.

          5.16    MATTERS RELATING TO COLLATERAL.

                  A. CREATION, PERFECTION AND PRIORITY OF LIENS. The
execution and delivery of the Collateral Documents by Loan Parties, together
with (i) the actions taken on or prior to the date hereof pursuant to
subsections 4.1J, 4.1K, 6.8 and 6.9 and (ii) the delivery to Collateral Agent
of any Pledged Collateral not delivered to Collateral Agent at the time of
execution and delivery of the applicable Collateral Document (all of which
Pledged Collateral has been so delivered) are effective to create in favor of
Collateral Agent for the benefit of Lenders, as security for the respective
Secured Obligations (as defined in the applicable Collateral Document in
respect of any Collateral), a valid and perfected First Priority Lien on all
of the Collateral, and all filings and other actions necessary or desirable
to perfect and maintain the perfection and First Priority status of such
Liens have been duly made or taken and remain in full force and effect, other
than the filing or recording, as appropriate, of any UCC financing statements
and the Closing Date Mortgages delivered to Collateral Agent for filing (but
not yet filed) and the periodic filing of UCC continuation statements in
respect of UCC financing statements filed by or on behalf of Collateral Agent.

                  B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval
or other action by, and no notice to or filing with, any Government Authority
is required for either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of Administrative Agent pursuant to any of
the Collateral Documents or (ii) the exercise by Administrative Agent of any
rights or remedies in respect of any Collateral (whether specifically granted
or created pursuant to any of the Collateral Documents or created or provided
for by applicable law), except for filings or recordings contemplated by
subsection 5.16A and except as may be required, in connection with the
disposition of any Pledged Collateral, by laws generally affecting the
offering and sale of securities.

                  C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have
been filed in favor of Collateral Agent as contemplated by subsection 5.16A
and to evidence permitted lease obligations and other Liens permitted
pursuant to subsection 7.2, (i) no effective UCC financing statement, fixture
filing or other instrument similar in effect covering all or any part of the
Collateral is on file in any filing or recording office and (ii) no effective
filing covering all or any part of the IP Collateral is on file in the PTO.


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<PAGE>


                  D. MARGIN REGULATIONS. The pledge of the Pledged Collateral
pursuant to the Collateral Documents does not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System.

                  E. INFORMATION REGARDING COLLATERAL. All information
supplied to Collateral Agent by or on behalf of any Loan Party with respect
to any of the Collateral (in each case taken as a whole with respect to any
particular Collateral) is accurate and complete in all material respects.

          5.17    DISCLOSURE.

                  No representation or warranty of Company or any of its
Subsidiaries contained in the Confidential Information Memorandum or in any
Loan Document or in any other document, certificate or written statement
furnished to Lenders by or on behalf of Company or any of its Subsidiaries
for use in connection with the transactions contemplated by this Agreement
contains any untrue statement of a material fact or omits to state a material
fact (known to Company, in the case of any document not furnished by it)
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials
are based upon good faith estimates and assumptions believed by Company to be
reasonable at the time made, it being recognized by Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may
differ from the projected results. There are no facts known (or which should
upon the reasonable exercise of diligence be known) to Company (other than
matters of a general economic nature) that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect and that
have not been disclosed herein or in such other documents, certificates and
statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

SECTION 6.        COMPANY'S AFFIRMATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior
written consent, Company shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.

          6.1     FINANCIAL STATEMENTS AND OTHER REPORTS.

                  Company will maintain, and cause each of its Subsidiaries
to maintain, a system of accounting established and administered in
accordance with sound business practices to permit preparation of financial
statements in conformity with GAAP. Company will deliver to Agents and
Lenders or, with respect to clause (viii), make Agents and Lenders aware that
such items are available on Company's website:

                  (i) EVENTS OF DEFAULT, ETC.: promptly upon any officer of
          Company obtaining knowledge (a) of any condition or event that
          constitutes an Event of Default or Potential Event of Default, or
          becoming aware that any Lender has given any notice (other than to

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<PAGE>


          Administrative Agent) or taken any other action with respect to a
          claimed Event of Default or Potential Event of Default, (b) that any
          Person has given any notice to Company or any of its Subsidiaries or
          taken any other action with respect to a claimed default or event or
          condition of the type referred to in subsection 8.2, (c) of any
          condition or event that would be required to be disclosed in a current
          report filed by Company with the Securities and Exchange Commission on
          Form 8-K if Company were required to file such reports under the
          Exchange Act, or (d) of the occurrence of any event or change that has
          caused or evidences, either in any case or in the aggregate, a
          Material Adverse Effect, an Officer's Certificate specifying the
          nature and period of existence of such condition, event or change, or
          specifying the notice given or action taken by any such Person and the
          nature of such claimed Event of Default, Potential Event of Default,
          default, event or condition, and what action Company has taken, is
          taking and proposes to take with respect thereto;

                  (ii) QUARTERLY FINANCIALS: as soon as available and in any
          event within 45 days after the end of each of the first three Fiscal
          Quarters of each Fiscal Year, (a) the consolidated balance sheet of
          Company and its Subsidiaries as at the end of such Fiscal Quarter and
          the related consolidated statements of income, stockholders' equity
          and cash flows of Company and its Subsidiaries for such Fiscal Quarter
          and for the period from the beginning of the then current Fiscal Year
          to the end of such Fiscal Quarter, setting forth in each case in
          comparative form the corresponding figures for the corresponding
          periods of the previous Fiscal Year and the corresponding figures from
          the Financial Plan for the current Fiscal Year, all in reasonable
          detail and certified by the chief financial officer of Company that
          they fairly present, in all material respects, the financial condition
          of Company and its Subsidiaries as at the dates indicated and the
          results of their operations and their cash flows for the periods
          indicated, subject to changes resulting from audit and normal year-end
          adjustments;

                  (iii) YEAR-END FINANCIALS: as soon as available and in any
          event within 90 days after the end of each Fiscal Year, (a) the
          consolidated balance sheet of Company and its Subsidiaries as at the
          end of such Fiscal Year and the related consolidated statements of
          income, stockholders' equity and cash flows of Company and its
          Subsidiaries for such Fiscal Year, setting forth in each case in
          comparative form the corresponding figures for the previous Fiscal
          Year and the corresponding figures from the Financial Plan for the
          Fiscal Year covered by such financial statements, all in reasonable
          detail and certified by the chief financial officer of Company that
          they fairly present, in all material respects, the financial condition
          of Company and its Subsidiaries as at the dates indicated and the
          results of their operations and their cash flows for the periods
          indicated, and (b) in the case of such consolidated financial
          statements, a report thereon of PriceWaterhouseCoopers or other
          independent certified public accountants of recognized national
          standing selected by Company and satisfactory to Agents, which report
          shall be unqualified, shall express no doubts about the ability of
          Company and its Subsidiaries to continue as a going concern, and shall
          state that such consolidated financial statements fairly present, in
          all material respects, the consolidated financial position of Company
          and its Subsidiaries as at the dates indicated and the results of
          their operations and their cash flows for the periods indicated in
          conformity with GAAP applied on a basis consistent with prior years
          (except as otherwise disclosed in such financial statements) and that
          the


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          examination by such accountants in connection with such
          consolidated financial statements has been made in accordance with
          generally accepted auditing standards;

                  (iv) MARGIN AND COMPLIANCE CERTIFICATES: together with each
          delivery of financial statements of Company and its Subsidiaries
          pursuant to subdivisions (ii) and (iii) above, (a) an Officer's
          Certificate of Company stating that the signers have reviewed the
          terms of this Agreement and have made, or caused to be made under
          their supervision, a review in reasonable detail of the transactions
          and condition of Company and its Subsidiaries during the accounting
          period covered by such financial statements and that such review has
          not disclosed the existence during or at the end of such accounting
          period, and that the signers do not have knowledge of the existence as
          at the date of such Officer's Certificate, of any condition or event
          that constitutes an Event of Default or Potential Event of Default,
          or, if any such condition or event existed or exists, specifying the
          nature and period of existence thereof and what action Company has
          taken, is taking and proposes to take with respect thereto; and (b) a
          Compliance Certificate demonstrating in reasonable detail compliance
          during and at the end of the applicable accounting periods with the
          restrictions contained in Section 7, in each case to the extent
          compliance with such restrictions is required to be tested at the end
          of the applicable accounting period; in addition, on or before the
          45th day following the end of each Fiscal Quarter, a Margin
          Certificate demonstrating in reasonable detail the calculation of the
          Consolidated Leverage Ratio as of the end of the four-Fiscal Quarter
          period then ended;

                  (v) RECONCILIATION STATEMENTS: if, as a result of any change
          in accounting principles and policies from those used in the
          preparation of the audited financial statements referred to in
          subsection 5.3, the consolidated financial statements of Company and
          its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or
          (xii) of this subsection 6.1 will differ in any material respect from
          the consolidated financial statements that would have been delivered
          pursuant to such subdivisions had no such change in accounting
          principles and policies been made, then (a) together with the first
          delivery of financial statements pursuant to subdivision (ii), (iii)
          or (xii) of this subsection 6.1 following such change, consolidated
          financial statements of Company and its Subsidiaries for (y) the
          current Fiscal Year to the effective date of such change and (z) the
          two full Fiscal Years immediately preceding the Fiscal Year in which
          such change is made, in each case prepared on a pro forma basis as if
          such change had been in effect during such periods, and (b) together
          with each delivery of financial statements pursuant to subdivision
          (ii), (iii) or (xii) of this subsection 6.1 following such change, if
          required pursuant to subsection 1.2, a written statement of the chief
          accounting officer or chief financial officer of Company setting forth
          the differences (including any differences that would affect any
          calculations relating to the financial covenants set forth in
          subsection 7.6) which would have resulted if such financial statements
          had been prepared without giving effect to such change;

                  (vi) ACCOUNTANTS' CERTIFICATION: together with each delivery
          of consolidated financial statements of Company and its Subsidiaries
          pursuant to subdivision (iii) above, a written statement by the
          independent certified public accountants giving the report thereon (a)
          stating that their audit examination has included a review of the
          terms of this Agreement and the other Loan Documents as they relate to
          accounting matters, (b) stating


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          whether, in connection with their audit examination, any condition
          or event that constitutes an Event of Default has come to their
          attention and, if such a condition or event has come to their
          attention, specifying the nature and period of existence thereof;
          PROVIDED that such accountants shall not be liable by reason of any
          failure to obtain knowledge of any such Event of Default that would
          not be disclosed in the course of their audit examination, and (c)
          stating that based on their audit examination nothing has come to
          their attention that causes them to believe either or both that the
          information contained in the certificates delivered therewith
          pursuant to subdivision (iv) above is not correct or that the
          matters set forth in the Compliance Certificates delivered
          therewith pursuant to clause (b) of subdivision (iv) above for the
          applicable Fiscal Year are not stated in accordance with the terms
          of this Agreement;

                  (vii) ACCOUNTANTS' REPORTS: promptly upon receipt thereof
          (unless restricted by applicable professional standards), copies of
          all reports submitted to Company by independent certified public
          accountants in connection with each annual, interim or special audit
          of the financial statements of Company and its Subsidiaries made by
          such accountants;

                  (viii) SEC FILINGS AND PRESS RELEASES: promptly upon their
          becoming available, copies of (a) all financial statements, reports,
          notices and proxy statements sent or made available generally by
          Company to its security holders or by any Subsidiary of Company to its
          security holders other than Company or another Subsidiary of Company,
          (b) all regular and periodic reports and all registration statements
          (other than on Form S-8 or a similar form) and prospectuses, if any,
          filed by Company or any of its Subsidiaries with any securities
          exchange or with the Securities and Exchange Commission or any
          governmental or private regulatory authority, and (c) all press
          releases and other statements made available generally by Company or
          any of its Subsidiaries to the public concerning material developments
          in the business of Company or any of its Subsidiaries;

                  (ix) LITIGATION OR OTHER PROCEEDINGS: (a) promptly upon any
          officer of Company obtaining knowledge of (1) the institution of, or
          non-frivolous threat of, any Proceeding against or affecting Company
          or any of its Subsidiaries or any property of Company or any of its
          Subsidiaries not previously disclosed in writing by Company to Lenders
          or (2) any material development in any Proceeding that, in any case:

                         (x) if adversely determined, has a reasonable
               possibility, after giving effect to the coverage and policy
               limits of insurance policies issued to Company and its
               Subsidiaries, of giving rise to a Material Adverse Effect; or

                         (y) seeks to enjoin or otherwise prevent the
               consummation of, or to recover any damages or obtain relief as a
               result of, the transactions contemplated hereby;

         written notice thereof together with such other information as may be
         reasonably available to Company to enable Lenders and their counsel to
         evaluate such matters; and (b) within twenty days after the end of each
         Fiscal Quarter, a schedule of all Proceedings


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         involving an alleged liability of, or claims against or affecting,
         Company or any of its Subsidiaries equal to or greater than $500,000,
         and promptly after request by Agents such other information as may be
         reasonably requested by Agents to enable Agents and their counsel to
         evaluate any of such Proceedings;

                  (x) ERISA EVENTS: promptly upon becoming aware of the
          occurrence of or forthcoming occurrence of any ERISA Event, a written
          notice specifying the nature thereof, what action Company, any of its
          Subsidiaries or any of their respective ERISA Affiliates has taken, is
          taking or proposes to take with respect thereto and, when known, any
          action taken or threatened by the Internal Revenue Service, the
          Department of Labor or the PBGC with respect thereto;

                  (xi) ERISA NOTICES: with reasonable promptness, copies of (a)
          all notices received by Company, any of its Subsidiaries or any of
          their respective ERISA Affiliates from a Multiemployer Plan sponsor
          concerning an ERISA Event; and (b) copies of such other documents or
          governmental reports or filings relating to any Employee Benefit Plan
          as Administrative Agent shall reasonably request;

                  (xii) FINANCIAL PLANS: as soon as practicable and in any event
          no later than twenty days after the beginning of each Fiscal Year, a
          consolidated plan and financial forecast for such Fiscal Year (the
          "FINANCIAL PLAN" for such Fiscal Year), including (a) a forecasted
          consolidated balance sheet and forecasted consolidated statements of
          income and cash flows of Company and its Subsidiaries for such Fiscal
          Year, together with an explanation of the assumptions on which such
          forecasts are based, (b) forecasted consolidated statements of income
          and cash flows of Company and its Subsidiaries for each quarter of
          such Fiscal Year, together with an explanation of the assumptions on
          which such forecasts are based, and (c) such other information and
          projections as any Lender may reasonably request;

                  (xiii) INSURANCE: as soon as practicable after any material
          change in insurance coverage maintained by Company and its
          Subsidiaries notice thereof to Collateral Agent specifying the changes
          and reasons therefore;

                  (xiv) GOVERNING BODY: with reasonable promptness, written
          notice of any change in the Governing Body of Company;

                  (xv) NEW SUBSIDIARIES: as soon as practicable after any Person
          becomes a Subsidiary of Company, a written notice setting forth with
          respect to such Person (a) the date on which such Person became a
          Subsidiary of Company and (b) all of the data required to be set forth
          in SCHEDULE 5.1 annexed hereto with respect to all Subsidiaries of
          Company (it being understood that such written notice shall be deemed
          to supplement SCHEDULE 5.1 annexed hereto for all purposes of this
          Agreement); and

                  (xvi) OTHER INFORMATION: with reasonable promptness, such
          other information and data with respect to Company or any of its
          Subsidiaries as from time to time may be reasonably requested by any
          Lender.


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          6.2     EXISTENCE, ETC.

                  Except as permitted under subsection 7.7, Company will, and
will cause each of its Subsidiaries to, at all times preserve and keep in full
force and effect its existence and all rights and franchises material to its
business; PROVIDED, HOWEVER that neither Company nor any of its Subsidiaries
shall be required to preserve any such right or franchise if the Governing Body
of Company or such Subsidiary shall determine that the preservation thereof is
no longer desirable in the conduct of the business of Company or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in any material respect to Company, such Subsidiary or Lenders.

          6.3     PAYMENT OF TAXES AND CLAIMS; TAX .

                  A. Company will, and will cause each of its Subsidiaries to,
pay all taxes, assessments and other governmental charges imposed upon it or any
of its properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; PROVIDED that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a charge or claim which has or may become
a Lien against any of the Collateral, such proceedings conclusively operate to
stay the sale of any portion of the Collateral to satisfy such charge or claim.

                  B. Company will not, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Company or any of its Subsidiaries).

          6.4     MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET
                  INSURANCE/CONDEMNATION PROCEEDS.

                  A. MAINTENANCE OF PROPERTIES. Company will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear and loss or damage from
casualty excepted all material properties used or useful in the business of
Company and its Subsidiaries (including all Intellectual Property) and from time
to time will make or cause to be made all appropriate repairs, renewals and
replacements thereof.

                  B. INSURANCE. Company will maintain or cause to be maintained,
with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption insurance and
casualty insurance with respect to liabilities, losses or damage in respect of
the assets, properties and businesses of Company and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and


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otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the
generality of the foregoing, Company will maintain or cause to be maintained
(i) flood insurance with respect to each Flood Hazard Property that is
located in a community that participates in the National Flood Insurance
Program, in each case in compliance with any applicable regulations of the
Board of Governors of the Federal Reserve System, and (ii) replacement value
casualty insurance on the Collateral under such policies of insurance, with
such insurance companies, in such amounts, with such deductibles, and
covering such risks as are at all times satisfactory to Collateral Agent in
its commercially reasonable judgment. Each such policy of insurance shall (a)
name Collateral Agent for the benefit of Lenders as an additional insured
thereunder as its interests may appear and (b) in the case of each business
interruption and casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to Collateral Agent, that
names Collateral Agent for the benefit of Lenders as the loss payee
thereunder for any covered loss in excess of $1,000,000 and provides for at
least 30 days prior written notice to Collateral Agent of any modification or
cancellation of such policy.

                  C.  APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS.

                  (i) BUSINESS INTERRUPTION INSURANCE. Upon receipt by Company
          or any of its Subsidiaries of any business interruption insurance
          proceeds constituting Net Insurance/Condemnation Proceeds, (a) so long
          as no Event of Default shall have occurred and be continuing, Company
          or such Subsidiary may retain and apply such Net
          Insurance/Condemnation Proceeds for working capital purposes, and (b)
          if an Event of Default shall have occurred and be continuing, Company
          shall apply an amount equal to such Net Insurance/Condemnation
          Proceeds to prepay the Loans (and/or the Revolving Loan Commitments
          shall be reduced) as provided in subsection 2.4A;

                  (ii) NET INSURANCE/CONDEMNATION PROCEEDS RECEIVED BY COMPANY.
          Upon receipt by Company or any of its Subsidiaries of any Net
          Insurance/Condemnation Proceeds other than from business interruption
          insurance, (a) so long as no Event of Default shall have occurred and
          be continuing, and so long as (I) the aggregate amount of Net
          Insurance/Condemnation Proceeds received (and reasonably expected to
          be received) does not exceed $10,000,000, or (II), if such amount
          exceeds $10,000,000, Company or a Subsidiary is required to repair,
          restore or replace the asset so destroyed, damaged or taken pursuant
          to the terms of a lease relating to a Leasehold Property with respect
          to which the Net Insurance/Condemnation Proceeds were received,
          Company shall, or shall cause one or more of its Subsidiaries to,
          promptly and diligently apply such Net Insurance/Condemnation Proceeds
          to pay or reimburse the costs of repairing, restoring or replacing the
          assets in respect of which such Net Insurance/Condemnation Proceeds
          were received or, to the extent not so applied, to prepay the Loans
          (and/or the Revolving Loan Commitments shall be reduced) as provided
          in subsection 2.4A (unless such aggregate amount of Net
          Insurance/Condemnation Proceeds not so applied is less than $500,000,
          in which case no prepayment shall be required) and (b) (I) if an Event
          of Default shall have occurred and be continuing or (II) except as
          provided in clause (a) (II) above the aggregate amount of Net
          Insurance/Condemnation Proceeds received (and reasonably expected to
          be received) exceeds $10,000,000, Company shall apply an amount equal
          to


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          such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or
          the Revolving Loan Commitments shall be reduced) as provided in
          subsection 2.4A;

                  (iii) NET INSURANCE/CONDEMNATION PROCEEDS RECEIVED BY
          COLLATERAL AGENT. Upon receipt by Collateral Agent of any Net
          Insurance/Condemnation Proceeds as loss payee, (a) if the aggregate
          amount of Net Insurance/Condemnation Proceeds received (and reasonably
          expected to be received) by Collateral Agent in respect of any covered
          loss exceeds $10,000,000, or if and to the extent Company would have
          been required to apply such Net Insurance/Condemnation Proceeds (if it
          had received them directly) to prepay the Loans and/or reduce the
          Revolving Loan Commitments, Collateral Agent shall, and Company hereby
          authorizes Collateral Agent to, apply such Net Insurance/Condemnation
          Proceeds to prepay the Loans (and/or the Revolving Loan Commitments
          shall be reduced) as provided in subsection 2.4A, and (b) to the
          extent the foregoing clause (a) does not apply, Collateral Agent shall
          deliver such Net Insurance/Condemnation Proceeds to Company, and
          Company shall, or shall cause one or more of its Subsidiaries to,
          promptly apply such Net Insurance/Condemnation Proceeds as specified
          in clause (ii) above.

          6.5     INSPECTION RIGHTS; LENDER MEETING.

                  A. INSPECTION RIGHTS. Company shall, and shall cause each of
its Subsidiaries to, permit any authorized representatives designated by any
Lender to visit and inspect any of the properties of Company or of any of its
Subsidiaries, to inspect, copy and take extracts from its and their financial
and accounting records, and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants
(provided that Company may, if it so chooses, be present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours on any business day and as often as may reasonably
be requested but not more than once per month.

                  B. LENDER MEETING. Company will, upon the request of
Administrative Agent or Requisite Lenders, participate in a meeting of Agents
and Lenders once during each Fiscal Year to be held at Company's principal
offices (or at such other location as may be agreed to by Company and
Administrative Agent) at such time as may be agreed to by Company and
Administrative Agent.

          6.6     COMPLIANCE WITH LAWS, ETC.

                  Company shall comply, and shall cause each of its Subsidiaries
and all other Persons on or occupying any Facilities to comply, with the
requirements of all applicable laws, rules, regulations and orders of any
Government Authority (including all Environmental Laws), noncompliance with
which could reasonably be expected to cause, individually or in the aggregate, a
Material Adverse Effect.


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          6.7     ENVIRONMENTAL MATTERS.

                  A. ENVIRONMENTAL DISCLOSURE. Company will deliver to Agents
and Lenders:

                  (i) ENVIRONMENTAL AUDITS AND REPORTS. Within 30 days following
          receipt thereof, copies of all environmental audits, investigations,
          analyses and reports of any kind or character, whether prepared by
          personnel of Company or any of its Subsidiaries or by independent
          consultants, governmental authorities or any other Persons, with
          respect to significant environmental matters at any Facility that,
          individually or in the aggregate, could reasonably be expected to
          result in a Material Adverse Effect or with respect to any
          Environmental Claims that, individually or in the aggregate, could
          reasonably be expected to result in a Material Adverse Effect;

                  (ii) NOTICE OF CERTAIN RELEASES, REMEDIAL ACTIONS, ETC.
          Promptly upon the occurrence thereof, written notice describing in
          reasonable detail (a) any Release required to be reported to any
          federal, state or local governmental or regulatory agency under any
          applicable Environmental Laws, (b) any remedial action taken by
          Company or any other Person in response to (1) any Hazardous Materials
          Activities the existence of which could reasonably be expected to
          result in one or more Environmental Claims having, individually or in
          the aggregate, a Material Adverse Effect, or (2) any Environmental
          Claims that, individually or in the aggregate, could reasonably be
          expected to result in a Material Adverse Effect, and (c) Company's
          discovery of any occurrence or condition on any real property
          adjoining or in the vicinity of any Facility that could cause such
          Facility or any part thereof to be subject to any material
          restrictions on the ownership, occupancy, transferability or use
          thereof under any Environmental Laws;

                  (iii) WRITTEN COMMUNICATIONS REGARDING ENVIRONMENTAL CLAIMS,
          RELEASES, ETC. As soon as practicable following the sending or receipt
          thereof by Company or any of its Subsidiaries, a copy of any and all
          material written communications with respect to (a) any Environmental
          Claims that, individually or in the aggregate, could reasonably be
          expected to result in a Material Adverse Effect, (b) any Release
          required to be reported to any federal, state or local governmental or
          regulatory agency, and (c) any request for information from any
          governmental agency that suggests such agency is investigating whether
          Company or any of its Subsidiaries may be potentially responsible for
          any Hazardous Materials Activity;

                  (iv) NOTICE OF CERTAIN PROPOSED ACTIONS HAVING ENVIRONMENTAL
          IMPACT. Prompt written notice describing in reasonable detail (a) any
          proposed acquisition of stock, assets, or property by Company or any
          of its Subsidiaries that could reasonably be expected to (1) expose
          Company or any of its Subsidiaries to, or result in, Environmental
          Claims that could reasonably be expected to have, individually or in
          the aggregate, a Material Adverse Effect or (2) affect the ability of
          Company or any of its Subsidiaries to maintain in full force and
          effect all material Governmental Authorizations required under any
          Environmental Laws for their respective operations and (b) any
          proposed action to be taken by Company or any of its Subsidiaries to
          modify current operations in a manner that could reasonably be
          expected to subject Company or any of its Subsidiaries to any


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<PAGE>

          material additional obligations or requirements under any
          Environmental Laws that could reasonably be expected to have,
          individually or in the aggregate, a Material Adverse Effect; and

                  (v) POST CLOSING ENVIRONMENTAL REPORTS. Within 30 days of the
          Closing Date (or such additional number of days after the Closing Date
          as Agents shall specify upon request of Company), reports and other
          information (including a bring down of any report that was conducted
          more than one year from the Closing Date), in form, scope and
          substance satisfactory to Agents, regarding environmental matters
          relating to Company and its Subsidiaries and the Facilities, which
          reports shall include a Phase I environmental assessment for each of
          the Facilities listed in SCHEDULE 6.7 annexed hereto which (a)
          conforms to the ASTM Standard Practice for Environmental Site
          Assessments: Phase I Environmental Site Assessment Process, E 1527 and
          (b) is accompanied by an estimate of the reasonable worst-case cost of
          investigating and remediating any Hazardous Materials Activity
          identified in such Phase I environmental assessments as giving rise to
          an actual or potential violation of any Environmental Law or as
          presenting a material risk of giving rise to a material Environmental
          Claim, if any.

                  B. COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES,
ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

                  (i) REMEDIAL ACTIONS RELATING TO HAZARDOUS MATERIALS
         ACTIVITIES. Company shall, in compliance with all applicable
         Environmental Laws, promptly undertake, and shall cause each of its
         Subsidiaries promptly to undertake, any and all investigations,
         studies, sampling, testing, abatement, cleanup, removal, remediation or
         other response actions necessary to remove, remediate, clean up or
         abate any Hazardous Materials Activity on, under or about any Facility
         that is in violation of any Environmental Laws or that presents a
         material risk of giving rise to an Environmental Claim, where the
         removal, clean-up, abatement or violation could reasonably be expected
         to result in a Material Adverse Effect.

                  (ii) ACTIONS WITH RESPECT TO ENVIRONMENTAL CLAIMS AND
         VIOLATIONS OF ENVIRONMENTAL LAWS. Company shall promptly take, and
         shall cause each of its Subsidiaries promptly to take, any and all
         actions necessary to (i) cure any material violation of applicable
         Environmental Laws by Company or its Subsidiaries that could reasonably
         be expected to have, individually or in the aggregate, a Material
         Adverse Effect and (ii) make an appropriate response to any
         Environmental Claim against Company or any of its Subsidiaries and
         discharge any obligations it may have to any Person thereunder where
         failure to do so could reasonably be expected to have, individually or
         in the aggregate, a Material Adverse Effect.

         6.8      EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
                  COLLATERAL DOCUMENTS AFTER THE CLOSING DATE.

                  A. EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
COLLATERAL DOCUMENTS. In the event that any Domestic Subsidiary of Company
existing on the Closing Date that has not previously executed the Subsidiary
Guaranty hereafter owns or acquires assets

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with an aggregate fair market value (without netting such fair market value
against any liability of such Subsidiary) exceeding $100,000, or in the event
that any Person becomes a Domestic Subsidiary of Company after the date
hereof, Company will promptly notify Administrative Agent of that fact and
cause such Domestic Subsidiary to execute and deliver to Administrative Agent
a counterpart of the Subsidiary Guaranty and Security Agreement and to take
all such further actions and execute all such further documents and
instruments (including actions, documents and instruments comparable to those
described in subsection 4.1J) as may be necessary or, in the opinion of
Administrative Agent, desirable to create in favor of Administrative Agent,
for the benefit of Lenders, a valid and perfected First Priority Lien on all
of the personal and mixed property assets of such Domestic Subsidiary
described in the applicable forms of Collateral Documents.

                  B. FOREIGN SUBSIDIARIES. (i) Within 30 days of the Closing
Date (or such additional number of days after the Closing Date as Agents may
specify upon request of Company) MSL SPV Spain, Inc., a wholly-owned Subsidiary
of Company, shall execute and deliver a Foreign Pledge Agreement with respect
to, and take such further actions (including actions, documents and instruments
comparable to those described in subsection 4.1J) as shall be necessary to
perfect a security interest for the benefit of Agents and Lenders in, 66% of the
capital stock of its Subsidiary, Global Manufacturers' Services Valencia SA.

                  (ii) In the event that any Person becomes a Foreign Subsidiary
          of Company after the date hereof, Company will promptly notify
          Administrative Agent of that fact and, if such Subsidiary is directly
          owned by Company or a Domestic Subsidiary, cause such Subsidiary to
          execute and deliver to Administrative Agent such documents and
          instruments and take such further actions (including actions,
          documents and instruments comparable to those described in
          subsection 4.1J) as may be necessary, or in the reasonable opinion
          of Administrative Agent, desirable to create in favor of
          Administrative Agent, for the benefit of Lenders, a valid and
          perfected First Priority Lien on 66% of the capital stock of such
          Foreign Subsidiary.

                  C. SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS, ETC.
In the event a Person becomes a Subsidiary after the Closing Date, Company shall
deliver to Administrative Agent, together with such Loan Documents, (i)
certified copies of such Subsidiary's Organizational Documents, together with,
if such Subsidiary is a Domestic Subsidiary, a good standing certificate from
the Secretary of State of the jurisdiction of its organization and each other
state in which such Person is qualified to do business and, to the extent
generally available, a certificate or other evidence of good standing as to
payment of any applicable franchise or similar taxes from the appropriate taxing
authority of each of such jurisdictions, each to be dated a recent date prior to
their delivery to Administrative Agent, (ii) a certificate executed by the
secretary or similar officer of such Subsidiary as to (a) the fact that the
attached resolutions of the Governing Body of such Subsidiary approving and
authorizing the execution, delivery and performance of such Loan Documents are
in full force and effect and have not been modified or amended and (b) the
incumbency and signatures of the officers of such Subsidiary executing such Loan
Documents, and (iii) a favorable opinion of counsel to such Subsidiary, in form
and substance satisfactory to Administrative Agent and its counsel, as to (a)
the due organization and good standing of such Subsidiary, (b) the due
authorization,


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<PAGE>

execution and delivery by such Subsidiary of such Loan Documents, (c) the
enforceability of such Loan Documents against such Subsidiary and (d) such
other matters (including matters relating to the creation and perfection of
Liens in any Collateral pursuant to such Loan Documents) as Administrative
Agent may reasonably request, all of the foregoing to be satisfactory in form
and substance to Administrative Agent and its counsel.

          6.9     MATTERS RELATING TO ADDITIONAL REAL PROPERTY COLLATERAL.

                  From and after the Closing Date, in the event that (i)
Company or any Subsidiary Guarantor acquires any fee interest in real
property or any Material Leasehold Property or (ii) at the time any Person
becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in
real property or any Material Leasehold Property, in either case excluding
any such Real Property Asset the encumbrancing of which requires the consent
of any applicable lessor or (in the case of clause (ii) above) then-existing
senior lienholder, where Company and its Subsidiaries are unable to obtain
such lessor's or senior lienholder's consent (any such non-excluded Real
Property Asset described in the foregoing clause (i) or (ii) being an
"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall
deliver to Administrative Agent, as soon as practicable after such Person
acquires such Additional Mortgaged Property or becomes a Subsidiary
Guarantor, as the case may be, a fully executed and notarized Mortgage (an
"ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate
places in all applicable jurisdictions, encumbering the interest of such Loan
Party in such Additional Mortgaged Property; and such opinions, appraisal,
documents, title insurance and environmental reports that would have been
delivered on the Closing Date if such Additional Mortgaged Property were a
Closing Date Mortgaged Property or that may be reasonably required by Agents
and, if a Leasehold Property, a Landlord Consent and Estoppel with respect
thereto and evidence that such Leasehold Property is a Recorded Leasehold
Interest.

SECTION 7.        COMPANY'S NEGATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior
written consent, Company shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 7.

          7.1     INDEBTEDNESS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (i) Company may become and remain liable with respect to the
          Obligations;

                  (ii) Company and its Domestic Subsidiaries may become and
          remain liable with respect to Contingent Obligations permitted by
          subsection 7.4 and, upon any matured obligations actually arising
          pursuant thereto, the Indebtedness corresponding to the Contingent
          Obligations so extinguished;


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<PAGE>

                  (iii) Company and its Subsidiaries may become and remain
          liable with respect to Indebtedness in respect of Capital Leases
          aggregating not in excess of $4,000,000 for the period from the
          Closing Date until December 31, 2000, PLUS for each Fiscal Year
          thereafter 20% of Proposed Capital Expenditures for such Fiscal Year;

                  (iv) Company may become and remain liable with respect to
          Indebtedness to any of its wholly-owned Subsidiaries, and any
          wholly-owned Subsidiary of Company may become and remain liable with
          respect to Indebtedness to Company or any other wholly-owned
          Subsidiary of Company; PROVIDED that (a) all such intercompany
          Indebtedness shall be evidenced by promissory notes, (b) all such
          intercompany Indebtedness owed by Company to any of its Subsidiaries
          shall be subordinated in right of payment to the payment in full of
          the Obligations pursuant to the terms of the applicable promissory
          notes or an intercompany subordination agreement, (c) any payment by
          any Subsidiary of Company under any guaranty of the Obligations shall
          result in a PRO TANTO reduction of the amount of any intercompany
          Indebtedness owed by such Subsidiary to Company or to any of its
          Subsidiaries for whose benefit such payment is made, and (d) the
          aggregate principal amount of all Indebtedness of all Foreign
          Subsidiaries of Company to Company and its Domestic Subsidiaries shall
          not exceed the greater of (x) $75,000,000 or (y) 33-1/3% of the
          aggregate Commitments.

                  (v) Company and its Subsidiaries, as applicable, may remain
          liable with respect to Indebtedness described in SCHEDULE 7.1 annexed
          hereto;

                  (vi) Company may become and remain liable with respect to up
          to $150,000,000 principal amount of Subordinated Indebtedness, which
          Subordinated Indebtedness, (a) if it does not consist of Seller Notes,
          shall mature, be unsecured and have no mandatory payments of principal
          for at least seven years from the date of issue, shall be subordinated
          in right of payment to the Obligations (and any refinancing thereof)
          pursuant to subordination provisions that are standard in the
          marketplace for high yield publicly traded subordinated debt
          Securities at the time of issuance thereof and have terms and
          conditions reasonably satisfactory to Syndication Agent; and (b) if it
          does consist of Seller Notes, is subordinated in right of payment to
          the Obligations (and any refinancing thereof) on terms and conditions
          substantially as set forth in EXHIBIT XIII with such changes as are
          reasonably satisfactory to Syndication Agent and does not exceed
          $20,000,000 in aggregate principal amount outstanding at any time;
          PROVIDED, HOWEVER that no such Subordinated Indebtedness may be
          incurred if, after giving effect to the incurrence thereof, (x) any
          Event of Default or Potential Event of Default shall occur or be
          continuing, (y) the Senior Leverage Ratio is greater than 2.25:1.00
          and (z) the Consolidated Leverage Ratio is greater than 3.00:1.00;

                  (vii) Foreign Subsidiaries of Company may become and remain
          liable with respect to other Indebtedness in an aggregate principal
          amount not to exceed (x) $1,500,000 with respect to any single Foreign
          Subsidiary and (y) $5,000,000 in the aggregate for all Foreign
          Subsidiaries at any time outstanding;

                  (viii) Company may become and remain liable with respect to
          Indebtedness of any Person assumed in connection with any acquisition
          of such Person permitted under


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<PAGE>

          subsection 7.3 if such Person becomes a Subsidiary after the date
          hereof; provided that such Indebtedness exists at the time such
          Person becomes a Subsidiary and was not created in anticipation of
          such acquisition and PROVIDED further that such Indebtedness in the
          aggregate does not exceed $10,000,000 and any such Indebtedness
          that does not consist of Capital Leases in the aggregate does not
          exceed $3,000,000; and

                  (ix) Company and its Domestic Subsidiaries may become and
          remain liable with respect to other Indebtedness in an aggregate
          principal amount not to exceed $10,000,000 at any time outstanding;
          provided, however, that no such Indebtedness may be incurred if, after
          giving effect to the incurrence thereof, any Event of Default or
          Potential Event of Default has occurred and is continuing.

          7.2     LIENS AND RELATED MATTERS.

                  A. PROHIBITION ON LIENS. Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any property or asset of any
kind (including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice, except:

                  (i) Permitted Encumbrances;

                  (ii) Liens granted pursuant to the Collateral Documents;

                  (iii) Liens described in SCHEDULE 7.2 annexed hereto;

                  (iv) Other Liens securing Indebtedness in an aggregate amount
          not to exceed $5,000,000 at any time outstanding.

                  B. NO FURTHER NEGATIVE PLEDGES. Neither Company nor any of its
Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired, except with respect to specific property encumbered to
secure payment of particular Indebtedness or to be sold pursuant to an executed
agreement with respect to an Asset Sale.

                  C. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR
OTHER SUBSIDIARIES. Company will not, and will not permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
any of such Subsidiary's capital stock owned by Company or any other Subsidiary
of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to
Company or any other Subsidiary of Company, (iii) make loans or advances to
Company or any other Subsidiary of Company, or (iv) transfer any of its property
or assets to Company or any other Subsidiary of Company, except (a) as provided
in this Agreement and (b) as may be provided in an executed agreement with
respect to an Asset Sale.


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<PAGE>

         7.3      INVESTMENTS; ACQUISITIONS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, or acquire, by purchase or otherwise, all
or substantially all the business, property or fixed assets of, or capital stock
or other ownership interest of any Person, or any division or line of business
of any Person except:

                  (i) Company and its Subsidiaries may make and own Investments
          in Cash Equivalents;

                  (ii) Company and its Subsidiaries may continue to own the
          Investments owned by them (a) as of the First Amendment Closing Date
          in any Subsidiaries of Company and (b) as described in SCHEDULE 7.3,
          and Company and its wholly-owned Subsidiaries may make and own
          additional equity Investments in their respective wholly-owned
          Domestic Subsidiaries;

                  (iii) Company and its Subsidiaries may make intercompany loans
          to the extent permitted under subsection 7.1(iv);

                  (iv) Company and its Subsidiaries may make Consolidated
          Capital Expenditures permitted by subsection 7.8;

                  (v) Company and its Domestic Subsidiaries may acquire assets
          (including Capital Stock (and including Capital Stock of Subsidiaries
          formed in connection with any such acquisition)) having a fair market
          value not in excess of $75,000,000 in any transaction or series of
          transactions and $150,000,000 in the aggregate MINUS the fair market
          value of all acquisitions made by Company or a Subsidiary pursuant to
          clause (vii) (including, in each case, any Indebtedness assumed, but
          excluding in each case the value of any Capital Stock of Company
          issued as consideration in any such transaction) and continue to own
          such assets after the acquisition thereof; PROVIDED that (w) the
          assets or Person so acquired shall be in the same line of business as
          Company and its Subsidiaries and located in the United States, (x) no
          Event of Default or Potential Event of Default shall exist and be
          continuing after giving effect to such acquisition, (y) Company shall
          deliver an Officer's Certificate to Agents on or prior to the date of
          acquisition demonstrating compliance with the provisions of subsection
          7.6 on a pro forma basis, giving effect to the acquisition (including
          EBITDA of the acquired Person or assets and any Indebtedness incurred
          to finance such acquisition) as of the first day of the most recent
          four-Fiscal Quarter period ended prior to date of acquisition and (z)
          Company shall, and shall cause its Domestic Subsidiaries to, comply
          with the requirements of subsections 6.8 and 6.9 with respect to each
          such acquisition that results in a Person becoming a Subsidiary;

                  (vi) Company and its Subsidiaries may make and own other
          Investments in an aggregate amount not to exceed at any time
          $10,000,000;

                  (vii) Company and its Subsidiaries may acquire assets located
          outside the United States (including Capital Stock of Persons located
          outside of the United States)


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<PAGE>

          having a fair market value not in excess of $20,000,000 in any one
          transaction or series of transactions and $40,000,000 in the
          aggregate (including, in each case, any Indebtedness assumed, but
          excluding in each case the value of any capital stock of Company
          issued as consideration in any such transaction) and continue to
          own such assets after the acquisition thereof; PROVIDED that (a)
          the assets or Person so acquired shall be in the same line of
          business as Company and its Subsidiaries, (b) no Event of Default
          or Potential Event of Default shall exist and be continuing after
          giving effect to such acquisition, (c) Company shall deliver an
          Officer's Certificate to Agents on or prior to the date of
          acquisition demonstrating compliance with the provisions of
          subsection 7.6 on a pro forma basis, giving effect to the
          acquisition (including EBITDA of the acquired Person or assets and
          any Indebtedness incurred to finance such acquisition) as of the
          first day of the most recent four-Fiscal Quarter period ended prior
          to date of acquisition;

                  (viii) Company may acquire and hold obligations of one or more
          officers or other employees of Company or its Subsidiaries in
          connection with such officers' or employees' acquisition of shares of
          Company's common stock, so long as no cash is actually advanced by
          Company or any of its Subsidiaries to such officers or employees in
          connection with the acquisition of any such obligations;

                  (ix) Company and its Subsidiaries may receive and hold
          promissory notes and other non-cash consideration received in
          connection with any Asset Sale permitted by subsection 7.7; and

                  (x) Company and its Subsidiaries may acquire and hold
          Securities in connection with the satisfaction or enforcement of
          Indebtedness or claims due or owing to Company or any of its
          Subsidiaries or as security for any such Indebtedness or claim.

          7.4     CONTINGENT OBLIGATIONS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or become or remain liable with
respect to any Contingent Obligation, except:

                  (i) Subsidiaries of Company may become and remain liable with
          respect to Contingent Obligations in respect of the Subsidiary
          Guaranty;

                  (ii) Company may become and remain liable with respect to
          Contingent Obligations in respect of Letters of Credit;

                  (iii) Company and its Subsidiaries may become and remain
          liable with respect to Contingent Obligations in respect of customary
          indemnification and purchase price adjustment obligations incurred in
          connection with acquisitions or Asset Sales or other sales of assets;

                  (iv) Company and its Subsidiaries may become and remain liable
          with respect to Contingent Obligations under guarantees in the
          ordinary course of business of (A) the obligations of customers,
          franchisees and licensees of Company and its Subsidiaries in an
          aggregate amount not to exceed at any time $1,000,000, (B) the
          obligations of suppliers and (C) obligations of Subsidiaries under
          operating leases;


                                      92
<PAGE>

                  (v) Company and its Subsidiaries may become and remain liable
          with respect to Contingent Obligations in respect of any Indebtedness
          of Company or any of its Subsidiaries permitted by subsection 7.1;

                  (vi) Company and its Subsidiaries, as applicable, may remain
          liable with respect to Contingent Obligations described in SCHEDULE
          7.4 annexed hereto;

                  (vii) Company and its Subsidiaries may become and remain
          liable with respect to Contingent Obligations in respect of Interest
          Rate Agreements and Currency Agreements that are Hedge Agreements or
          are otherwise entered into in the ordinary course of business and not
          for speculative purposes;

                  (viii) Company and its Subsidiaries may become and remain
          liable with respect to Contingent Obligations in respect of
          performance bonds, surety bonds, appeal bonds or customs bonds
          required in the ordinary course of business or in connection with the
          enforcement of rights or claims of the Company or any of its
          Subsidiaries or in connection with judgments that do not result in an
          Event of Default or Potential Event of Default; provided that the
          aggregate outstanding amount of all such performance bonds, surety
          bonds, appeal bonds and customs bonds permitted by this subsection
          (ix) shall not at any time exceed $2,500,000; and

                  (ix) Company and its Domestic Subsidiaries may become and
          remain liable with respect to other Contingent Obligations; PROVIDED
          that the maximum aggregate liability, contingent or otherwise, of
          Company and its Subsidiaries in respect of all such Contingent
          Obligations shall at no time exceed $2,500,000.

          7.5     RESTRICTED JUNIOR PAYMENTS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Junior Payment; PROVIDED that Company or a
subsidiary, if such subsidiary is the obligor of a Seller Note, may (i) make
regularly scheduled payments of interest in respect of any Subordinated
Indebtedness in accordance with the terms of, and only to the extent required
by, and subject to the subordination provisions contained in, the Seller Note,
the indenture or other agreement pursuant to which such Subordinated
Indebtedness was issued, as such Seller Note, indenture or other agreement may
be amended from time to time to the extent permitted under subsection 7.12 and
(ii) Company may repurchase shares of, or options to purchase shares of, capital
stock of Company from employees or former employees of Company or any
Subsidiary, pursuant to the terms of the agreements (including employment
agreements) or plans approved by the Governing Body of Company under which such
individuals purchase or sell or are granted the option to purchase or sell
shares of such capital stock in an amount not to exceed $1,000,000 in each
Fiscal Year.

          7.6     FINANCIAL COVENANTS.

                  A. MINIMUM QUICK RATIO. Company shall not permit the ratio of
(i) the total assets of Company and its Subsidiaries on a consolidated basis
that are classified as current assets in conformity with GAAP, EXCLUDING any
amount classified as inventory in conformity with GAAP to (ii) the total
liabilities of Company and its Subsidiaries on a consolidated basis


                                      93
<PAGE>

that are classified as current liabilities in conformity with GAAP at any
time on and after September 30, 2000 to be less than .75:1.00:

                  B. MINIMUM FIXED CHARGE COVERAGE RATIO. Company shall not
permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges
for any four-Fiscal Quarter period ending on the dates set forth below to be
less than the correlative ratio indicated:

<TABLE>
<CAPTION>
                                                             MINIMUM FIXED
                                                         CHARGE COVERAGE RATIO
                                                         ---------------------
            <S>                                          <C>
            September 30, 2000                                   .90:1.00
            December 31, 2000                                    .90:1.00
            March 31, 2001                                      1.20:1.00
            June 30, 2001 and thereafter                        1.25:1.00
</TABLE>

PROVIDED that for any four Fiscal Quarter-period in which the Acquisition occurs
and any four Fiscal Quarter-period thereafter, Company shall not permit such
ratio to be less than 1.25:1.00.

                  C. MAXIMUM CONSOLIDATED LEVERAGE RATIO. Company shall not
permit the Consolidated Leverage Ratio as of the last day of the most recently
ended Fiscal Quarter to exceed 3.25:1.00.

                  D. MAXIMUM SENIOR LEVERAGE RATIO. Company shall not permit the
Senior Leverage Ratio as of the last day of the most recently ended Fiscal
Quarter to exceed 2.50:1.00.

                  E. MINIMUM CONSOLIDATED NET WORTH. Company shall not permit
Consolidated Net Worth at any time to be less than: the sum of (i) $171,324,000,
(ii) 75% of Consolidated Net Income of Company and its Subsidiaries for each
Fiscal Quarter for which financial statements are available commencing with the
Fiscal Quarter ending on September 30, 2000 (for purposes of this calculation if
Consolidated Net Income for a Fiscal Quarter is a negative number, Consolidated
Net Income shall equal zero) and (iii) 75% of proceeds (net of costs and
expenses associated therewith) of equity Securities issued by Company and its
Subsidiaries after July 1, 2000.

         7.7      RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

                  Company shall not, and shall not permit any of its
Subsidiaries to, alter the corporate, capital or legal structure of Company or
any of its Subsidiaries, or enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:

                  (i) any Subsidiary of Company may be merged with or into
          Company or any wholly-owned Subsidiary Guarantor, or be liquidated,
          wound up or dissolved, or all or


                                      94
<PAGE>

          any part of its business, property or assets may be conveyed, sold,
          leased, transferred or otherwise disposed of, in one transaction or
          a series of transactions, to Company or any wholly-owned Subsidiary
          Guarantor; PROVIDED that, in the case of such a merger, Company or
          such wholly-owned Subsidiary Guarantor shall be the continuing or
          surviving Person;

                  (ii) Company and its Subsidiaries may sell or otherwise
          dispose of assets in transactions that do not constitute Asset Sales;
          PROVIDED that the consideration received for such assets shall be in
          an amount at least equal to the fair market value thereof determined
          in good faith by Company's Governing Body;

                  (iii) Company and its Subsidiaries may dispose of obsolete,
          worn out or surplus property in the ordinary course of business;

                  (iv) Company and its Subsidiaries may make Asset Sales;
          PROVIDED that (a) the consideration received for such assets shall be
          in an amount at least equal to the fair market value thereof; (b) no
          less than 90% thereof shall be paid in cash; (c) no Event of Default
          shall have occurred and be continuing; and (d) the proceeds of such
          Asset Sales shall be applied as required by subsection 2.4A(iii)(a) or
          subsection 2.4C;

                  (v) in order to resolve disputes that occur in the ordinary
          course of business, Company and its Subsidiaries may discount or
          otherwise compromise for less than the face value thereof, notes or
          accounts receivable;

                  (vi) Company or a Subsidiary may sell or dispose of shares of
          Capital Stock of any of its Subsidiaries, in order to qualify members
          of the Governing Body of the Subsidiary if required by applicable law;
          and

                  (vii) Any Person may be merged with or into Company or any
          Subsidiary if the acquisition of the Capital Stock of such Person by
          Company or such Subsidiary would have been permitted pursuant to
          subsection 7.3; PROVIDED that (a) in the case of Company, Company
          shall be the continuing or surviving Person, (b) if a Subsidiary is
          not the surviving or continuing Person, the surviving Person becomes a
          Subsidiary and complies with the provisions of subsection 6.8 and (c)
          no Potential Event of Default or Event of Default shall have occurred
          or be continuing after giving affect thereby.

          7.8     CONSOLIDATED CAPITAL EXPENDITURES.

                  Company shall not, and shall not permit its Subsidiaries to,
make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an
aggregate amount in excess of the sum of the Proposed Capital Expenditures for
that Fiscal Year and the amount of any Net Asset Sale Proceeds expended in that
Fiscal Year to reinvest in equipment or other productive assets as specified in
subsection 2.4A(iii)(a).

          7.9     TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

                  Except for the transactions described on SCHEDULE 7.9, Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, enter into or permit to exist any


                                      95
<PAGE>

transaction (including the purchase, sale, lease or exchange of any property
or the rendering of any service) with any holder of 5% or more of any class
of equity Securities of Company or with any Affiliate of Company or of any
such holder, on terms that are less favorable to Company or that Subsidiary,
as the case may be, than those that might be obtained at the time from
Persons who are not such a holder or Affiliate; PROVIDED that the foregoing
restriction shall not apply to (i) any transaction between Company and any of
its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries
or (ii) reasonable and customary fees paid to members of the Governing Bodies
of Company and its Subsidiaries.

         7.10     SALES AND LEASE-BACKS

                  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as
a guarantor or other surety with respect to any lease, whether an Operating
Lease or a Capital Lease, of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, (i) that Company or any of its
Subsidiaries has sold or transferred or is to sell or transfer to any other
Person (other than Company or any of its Subsidiaries) or (ii) that Company or
any of its Subsidiaries intends to use for substantially the same purpose as any
other property that has been or is to be sold or transferred by Company or any
of its Subsidiaries to any Person (other than Company or any of its
Subsidiaries) in connection with such lease; PROVIDED that Company and its
Subsidiaries may become and remain liable as lessee, guarantor or other surety
with respect to any such lease (a) with respect to equipment purchased by
Company or a Subsidiary of Company within 60 days prior to entering into such
Lease or (b) if and to the extent that Company or any of its Subsidiaries would
be permitted to enter into, and remain liable under, such lease to the extent
that the transaction would be permitted under subsection 7.1, assuming the sale
and lease back transaction constituted Indebtedness in a principal amount equal
to the gross proceeds of the sale.

         7.11     CONDUCT OF BUSINESS.

                  From and after the Closing Date, Company shall not, and shall
not permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders.

         7.12     AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.

                  Company shall not, and shall not permit any of its
Subsidiaries to, amend or otherwise change the terms of any Subordinated
Indebtedness, or make any payment consistent with an amendment thereof or change
thereto, if the effect of such amendment or change is to increase the interest
rate on such Subordinated Indebtedness, change (to earlier dates) any dates upon
which payments of principal or interest are due thereon, change any event of
default or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions thereof (or of any guaranty thereof), or
change any collateral therefor (other than to release such collateral), or if
the effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the


                                       96
<PAGE>

holders of such Subordinated Indebtedness (or a trustee or other
representative on their behalf) which would be adverse to Company or Lenders.

         7.13     FISCAL YEAR.

                  Company shall not change its Fiscal Year-end from December 31.

SECTION 8.        EVENTS OF DEFAULT

                  If any of the following conditions or events ("EVENTS OF
DEFAULT") shall occur:

          8.1     FAILURE TO MAKE PAYMENTS WHEN DUE.

                  Failure by Company to pay any installment of principal of any
Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; failure by Company
to pay when due any amount payable to Issuing Lender in reimbursement of any
drawing under a Letter of Credit; or failure by Company to pay any interest on
any Loan or any fee or any other amount due under this Agreement within five
days after the date due; or

          8.2     DEFAULT IN OTHER AGREEMENTS.

                  (i) Failure of Company or any of its Subsidiaries to pay any
          principal of or interest on or any other amount payable in respect of
          one or more items of Indebtedness (other than Indebtedness referred to
          in subsection 8.1) or Contingent Obligations in either an individual
          or an aggregate principal amount of $750,000 or more, in each case
          beyond the end of any grace period provided therefor; or

                  (ii) breach or default by Company or any of its Subsidiaries
          with respect to any other material term of (a) one or more items of
          Indebtedness or Contingent Obligations in the individual or aggregate
          principal amounts referred to in clause (i) above, but without
          duplication as to Indebtedness supported by a Contingent Obligation,
          or (b) any loan agreement, mortgage, indenture or other agreement
          relating to such item(s) of Indebtedness or Contingent Obligation(s),
          if the effect of such breach or default is to cause, or to permit the
          holder or holders of that Indebtedness or Contingent Obligation(s) (or
          a trustee on behalf of such holder or holders) to cause, that
          Indebtedness or Contingent Obligation(s) to become or be declared due
          and payable prior to its stated maturity or the stated maturity of any
          underlying obligation, as the case may be (upon the giving or
          receiving of notice, lapse of time, both, or otherwise); or

          8.3     BREACH OF CERTAIN COVENANTS.

                  Failure of Company to perform or comply with any term or
condition contained in subsection 2.5 or 6.2 (as to existence of Company) or
Section 7 of this Agreement; or


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          8.4     BREACH OF WARRANTY.

                  Any representation, warranty, certification or other statement
made by Company or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by Company or any of its Subsidiaries
in writing pursuant hereto or thereto or in connection herewith or therewith
shall be false in any material respect on the date as of which made; or

          8.5     OTHER DEFAULTS UNDER LOAN DOCUMENTS.

                  Any Loan Party shall default in the performance of or
compliance with any term contained in this Agreement or any of the other Loan
Documents, other than any such term referred to in any other subsection of this
Section 8, and such default shall not have been remedied or waived within 25
days after the earlier of (i) an Officer of Company or such Loan Party becoming
aware of such default or (ii) receipt by Company and such Loan Party of notice
from any Agent or any Lender of such default; or

          8.6     INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) A court having jurisdiction in the premises shall enter a
          decree or order for relief in respect of Company or any of its
          Subsidiaries in an involuntary case under the Bankruptcy Code or under
          any other applicable bankruptcy, insolvency or similar law now or
          hereafter in effect, which decree or order is not stayed; or any other
          similar relief shall be granted under any applicable federal or state
          law; or

                  (ii) an involuntary case shall be commenced against Company or
          any of its Subsidiaries under the Bankruptcy Code or under any other
          applicable bankruptcy, insolvency or similar law now or hereafter in
          effect; or a decree or order of a court having jurisdiction in the
          premises for the appointment of a receiver, liquidator, sequestrator,
          trustee, custodian or other officer having similar powers over Company
          or any of its Subsidiaries, or over all or a substantial part of its
          property, shall have been entered; or there shall have occurred the
          involuntary appointment of an interim receiver, trustee or other
          custodian of Company or any of its Subsidiaries for all or a
          substantial part of its property; or a warrant of attachment,
          execution or similar process shall have been issued against any
          substantial part of the property of Company or any of its
          Subsidiaries, and any such event described in this clause (ii) shall
          continue for 90 days unless dismissed, bonded or discharged; or

          8.7     VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i) Company or any of its Subsidiaries shall have an order for
          relief entered with respect to it or commence a voluntary case under
          the Bankruptcy Code or under any other applicable bankruptcy,
          insolvency or similar law now or hereafter in effect, or shall consent
          to the entry of an order for relief in an involuntary case, or to the
          conversion of an involuntary case to a voluntary case, under any such
          law, or shall consent to the appointment of or taking possession by a
          receiver, trustee or other custodian for all or a substantial part of
          its property; or Company or any of its Subsidiaries shall make any
          assignment for the benefit of creditors; or


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<PAGE>

                  (ii) Company or any of its Subsidiaries shall be unable, or
          shall fail generally, or shall admit in writing its inability, to pay
          its debts as such debts become due; or the Governing Body of Company
          or any of its Subsidiaries (or any committee thereof) shall adopt any
          resolution or otherwise authorize any action to approve any of the
          actions referred to in clause (i) above or this clause (ii); or

          8.8     JUDGMENTS AND ATTACHMENTS.

                  Any money judgment, writ or warrant of attachment or similar
process involving either in any individual case or in the aggregate at any time
an amount in excess of $750,000 (in either case not adequately covered by
insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage) shall be entered or filed against Company or any of its
Subsidiaries or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of 60 days (or in any event later
than five days prior to the date of any proposed sale thereunder); or

          8.9     DISSOLUTION.

                  Any order, judgment or decree shall be entered against Company
or any of its Subsidiaries decreeing the dissolution or split up of Company or
that Subsidiary and such order shall remain undischarged or unstayed for a
period in excess of 30 days; or

          8.10    EMPLOYEE BENEFIT PLANS.

                  There shall occur one or more ERISA Events which individually
or in the aggregate results in or might reasonably be expected to result in
liability of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in excess of $2,000,000 during the term of this Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities on an accumulated benefit obligation
basis based on actuarial assumptions used for purposes of preparing each such
plan's most recent actuarial valuation), which exceeds $2,000,000; or

          8.11    CHANGE IN CONTROL.

                  A Change in Control shall have occurred; or

          8.12    INVALIDITY OF SUBSIDIARY GUARANTY; FAILURE OF SECURITY;
                  REPUDIATION OF OBLIGATIONS.

                  At any time after the execution and delivery thereof, (i) the
Subsidiary Guaranty for any reason, other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void, (ii) any
Collateral Document shall cease to be in full force and effect (other than by
reason of a release of Collateral thereunder in accordance with the terms hereof
or thereof, the satisfaction in full of the Obligations or any other termination
of such Collateral Document in accordance with the terms hereof or thereof) or
shall be declared null and void, or Collateral Agent shall not have


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or shall cease to have a valid and perfected First Priority Lien in any
Collateral purported to be covered thereby, in each case for any reason other
than the failure of any Agent or any Lender to take any action within its
control, or (iii) any Loan Party shall contest the validity or enforceability
of any Loan Document in writing or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any
Loan Document to which it is a party:

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Company, and the obligation of each Lender to make any Loan, the
obligation of Issuing Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (ii) upon the occurrence and during the continuation of
any other Event of Default, Administrative Agent shall, upon the written request
or with the written consent of Requisite Lenders, by written notice to Company,
declare all or any portion of the amounts described in clauses (a) through (c)
above to be, and the same shall forthwith become, immediately due and payable,
and the obligation of each Lender to make any Loan, the obligation of Issuing
Lender to issue any Letter of Credit shall thereupon terminate; PROVIDED that
the foregoing shall not affect in any way the obligations of Lenders under
subsection 3.3C(i) or the obligations of Lenders to purchase assignments of any
unpaid Swing Line Loans as provided in subsection 2.1A(ii).

                  Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

                  Notwithstanding anything contained in the second preceding
paragraph, if at any time within 60 days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Company shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal and,
to the extent permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default and Potential Events of Default (other
than non-payment of the principal of and accrued interest on the Loans, in each
case which is due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to subsection 11.6, then Requisite Lenders, by
written notice to Company, may at their option rescind and annul such
acceleration and its consequences; but such action shall not affect any
subsequent Event of Default or Potential Event of Default or impair any right
consequent thereon. The provisions of this paragraph are intended merely to bind
Lenders to a decision which may be made at the election of Requisite Lenders and
are not intended, directly or indirectly, to benefit Company, and such
provisions shall not at any time be construed so as to grant Company the right
to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.

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SECTION 9.        SYNDICATION AGENT AND ADMINISTRATIVE AGENT

          9.1     APPOINTMENT.

                  A. APPOINTMENT OF ADMINISTRATIVE AGENT AND SYNDICATION AGENT.
BofA is hereby appointed Administrative Agent hereunder and under the other Loan
Documents and DLJ is hereby appointed Syndication Agent hereunder and under the
other Loan Documents. Each Lender hereby authorizes each Agent to act as its
agent in accordance with the terms of this Agreement and the other Loan
Documents. Each Agent agrees to act upon the express conditions contained in
this Agreement and the other Loan Documents, as applicable. The provisions of
this Section 9 are solely for the benefit of Agents and Lenders and no Loan
Party shall have rights as a third party beneficiary of any of the provisions
thereof. In performing its functions and duties under this Agreement, each Agent
(other than as provided in subsection 2.1D) shall act solely as an agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Company or any
other Loan Party.

          9.2     POWERS AND DUTIES; GENERAL IMMUNITY.

                  A. POWERS; DUTIES SPECIFIED. Each Lender irrevocably
authorizes Agents to take such action on such Lender's behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as
are specifically delegated or granted to Agents by the terms hereof and thereof,
together with such powers, rights and remedies as are reasonably incidental
thereto. An Agent shall have only those duties and responsibilities that are
expressly specified in this Agreement and the other Loan Documents. Each Agent
may exercise such powers, rights and remedies and perform such duties by or
through its agents or employees. No Agent shall have, by reason of this
Agreement or any of the other Loan Documents, a fiduciary relationship in
respect of any Lender; and nothing in this Agreement or any of the other Loan
Documents, expressed or implied, is intended to or shall be so construed as to
impose upon an Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

                  B. NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by such Agent to Lenders or by or on
behalf of Company to such Agent or any Lender in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of Company or any other Person liable for the
payment of any Obligations, nor shall such Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Loan Documents or as
to the use of the proceeds of the Loans or the use of the Letters of Credit or
as to the existence or possible existence of any Event of Default or Potential
Event of Default. Anything contained in this Agreement to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of


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the amount of outstanding Loans or the Letter of Credit Usage or the
component amounts thereof.

                  C. NOTICE OF DEFAULT. Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Potential Event of Default
or Event of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to Administrative Agent for the
account of Lenders, unless Administrative Agent shall have received written
notice from a Lender or Company referring to this Agreement, describing such
Potential Event of Default or Event of Default and stating that such notice is a
"notice of default". Administrative Agent will notify Lenders of its receipt of
any such notice. Administrative Agent shall take such action with respect to
such Potential Event of Default or Event of Default as may be requested by
Requisite Lenders in accordance with this Agreement; PROVIDED, HOWEVER, that
unless and until Administrative Agent has received any such request,
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Potential Event of Default
or Event of Default as it shall deem advisable or in the best interest of
Lenders.

                  D. EXCULPATORY PROVISIONS. No Agent or any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by such Agent under or in connection with any of the Loan Documents
except to the extent caused by such Agent's gross negligence or willful
misconduct. An Agent shall be entitled to refrain from any act or the taking of
any action (including the failure to take an action) in connection with this
Agreement or any of the other Loan Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 11.6) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against an Agent as a result of such Agent
acting or (where so instructed) refraining from acting under this Agreement or
any of the other Loan Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 11.6).

                  E. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, an Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans and the Letters of
Credit, each Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. An Agent and its Affiliates may accept
deposits from, lend money to and generally


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engage in any kind of banking, trust, financial advisory or other business
with Company or any of its Affiliates as if it were not performing the duties
specified herein, and may accept fees and other consideration from Company
for services in connection with this Agreement and otherwise without having
to account for the same to Lenders.

          9.3     INDEPENDENT INVESTIGATION BY LENDERS; NO RESPONSIBILITY FOR
                  APPRAISAL OF CREDITWORTHINESS.

                  Each Lender agrees that it has made its own independent
investigation of the financial condition and affairs of Company and its
Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries. No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to
Lenders.

          9.4     RIGHT TO INDEMNITY.

                  Each Lender, in proportion to its Pro Rata Share, severally
agrees to indemnify Agents and the officers, directors, employees, agents,
attorneys, professional advisors and affiliates of each of them to the extent
that any such Person shall not have been reimbursed by Company, for and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements and
fees and disbursements of any financial advisor engaged by Agents) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against an Agent or and other such Persons in exercising the
powers, rights and remedies of an Agent or performing duties of an Agent
hereunder or under the other Loan Documents or otherwise in its capacity as
Agent in any way relating to or arising out of this Agreement or the other Loan
Documents; PROVIDED that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from an Agent's gross negligence or
willful misconduct. If any indemnity furnished to an Agent or any other such
Person for any purpose shall, in the opinion of such Agent, be insufficient or
become impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

          9.5     SUCCESSOR AGENTS AND SWING LINE LENDER.

                  A. SUCCESSOR AGENTS. Each of Administrative Agent and
Syndication Agent may resign at any time by giving 30 days' prior written notice
thereof to Lenders and Company, and Administrative Agent or Syndication Agent
may be removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to Company and Agents and signed by Requisite
Lenders; provided that Company may propose to Requisite Lenders the removal of
Administrative Agent. Upon any such notice of resignation or any such removal,
Company shall have the right to propose a successor Syndication Agent or
Administrative Agent, as the case may be, subject to the approval of Requisite
Lenders. If for any reason Requisite


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Lenders cannot agree on such successor Administrative Agent or successor
Syndication Agent, Requisite Lenders shall have the right, upon five Business
Days' notice to Company, to appoint a successor Syndication Agent or
successor Administrative Agent. If for any reason Requisite Lenders cannot
then agree on a successor Administrative Agent or a successor Syndication
Agent, the resigning Administrative Agent or Syndication Agent shall have the
right to designate a successor Administrative Agent or Syndication Agent,
respectively, after consulting with Company. Upon the acceptance of any
appointment as Administrative Agent or Syndication Agent, as the case may be,
hereunder by a successor Administrative Agent or Syndication Agent, as the
case may be, that successor Administrative Agent or Syndication Agent, as the
case may be, shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed
Administrative Agent or Syndication Agent, as the case may be, and the
retiring or removed Administrative Agent or Syndication Agent, as the case
may be, shall be discharged from its duties and obligations under this
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a resigning
Administrative Agent's notice of resignation, the resigning Administrative
Agent's resignation shall nevertheless thereupon become effective and Lenders
shall perform all of the duties of the Administrative Agent hereunder until
such time, if any, as Requisite Lenders appoint a successor Administrative
Agent as provided for above. After any resigning or removed Administrative
Agent's or Syndication Agent's resignation or removal hereunder as
Administrative Agent or Syndication Agent, as the case may be, the provisions
of this Section 9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent or Syndication
Agent, as the case may be, under this Agreement.

                  B. SUCCESSOR SWING LINE LENDER. Any resignation or removal of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation or removal of BofA or its successor as Swing Line Lender, and any
successor Administrative Agent appointed pursuant to subsection 9.5A shall, upon
its acceptance of such appointment, become the successor Swing Line Lender for
all purposes hereunder. In such event (i) Company shall prepay any outstanding
Swing Line Loans made by the retiring or removed Administrative Agent in its
capacity as Swing Line Lender, (ii) upon such prepayment, the retiring or
removed Administrative Agent and Swing Line Lender shall surrender any Swing
Line Note held by it to Company for cancellation, and (iii) if so requested by
the successor Administrative Agent and Swing Line Lender in accordance with
subsection 2.1E, Company shall issue a new Swing Line Note to the successor
Administrative Agent and Swing Line Lender substantially in the form of EXHIBIT
V annexed hereto, in the principal amount of the Swing Line Loan Commitment then
in effect and with other appropriate insertions.

                  C. SUCCESSOR ISSUING LENDER. Any resignation or removal of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation or removal of BofA or its successor as Issuing Lender, and any
successor Administrative Agent appointed pursuant to subsection 9.5A shall, upon
its acceptance of such appointment, become the successor Issuing Lender for all
purposes hereunder.

          9.6     DUTIES OF OTHER AGENTS.

                  None of the Lenders identified in this Agreement as a
Documentation Agent or Lead Arranger or Co-Arranger shall have any right, power,
obligation, liability, responsibility or


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duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of such Lenders shall have or be deemed
to have a fiduciary relationship with any Lender. Each Lender hereby makes
the same acknowledgements with respect to such Lenders as it makes with
respect to Agents in subsection 9.3.

          9.7     ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to Company or any of the Subsidiaries of
Company, Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether Administrative Agent shall have made any demand on
Company) shall be entitled and empowered, by intervention in such proceeding or
otherwise

                  (i) to file and prove a claim for the whole amount of
          principal and interest owing and unpaid in respect of the Loans and
          any other Obligations that are owing and unpaid and to file such other
          papers or documents as may be necessary or advisable in order to have
          the claims of Lenders and Agents (including any claim for the
          reasonable compensation, expenses, disbursements and advances of
          Lenders and Agents and their agents and counsel and all other amounts
          due Lenders and Agents under subsections 2.3 and 11.2) allowed in such
          judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
          payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and 11.2
hereof.

                  Nothing herein contained shall be deemed to authorize
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lenders or to authorize
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

SECTION 10.       COLLATERAL AGENT

          10.1    ACCEPTANCE OF AGENCY.

                  Collateral Agent, for itself and its respective successors,
hereby accepts the agency created hereby upon the terms and conditions hereof.
Collateral Agent is authorized on behalf of all Lenders, without the necessity
of any notice to or further consent from Lenders, from time to time to take any
action with respect to any Collateral or the Collateral Documents which may be
necessary to perfect and maintain perfected the security interest in and Liens
upon the Collateral granted pursuant to the Collateral Documents. Lenders
irrevocably authorize


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Collateral Agent, at its option and in its discretion, to release any Lien
granted to or held by Collateral Agent upon any Collateral (i) upon
termination of the Commitments and payment in full of all Loans and all other
Obligations known to Collateral Agent and payable under this Agreement or any
other Loan Document; (ii) constituting property sold or to be sold or
disposed of as part of or in connection with any disposition permitted
hereunder; (iii) constituting property in which Company or any Subsidiary of
Company owned no interest at the time the Lien was granted or at any time
thereafter; (iv) constituting property leased to Company or any Subsidiary of
Company under a lease which has expired or been terminated in a transaction
permitted under this Agreement or is about to expire and which has not been,
and is not intended by Company or such Subsidiary to be, renewed or extended;
or (v) consisting of an instrument evidencing Indebtedness or other debt
instrument, if the indebtedness evidenced thereby has been paid in full. Upon
request by Collateral Agent at any time, Lenders will confirm in writing
Collateral Agent's authority to release particular types or items of
Collateral pursuant to this subsection 10.1, provided that the absence of any
such confirmation for whatever reason shall not affect Collateral Agent's
rights under this Section 10. Notwithstanding the foregoing or any other
provision of this Agreement, in the event that Collateral Agent is required
to be designated or described as a trustee in connection with any Collateral
Documents governed by the laws of a jurisdiction other than the United States
or any State thereof, Collateral Agent shall have the obligations of the
trustee only to the extent required by the express provisions of the Laws of
any such jurisdiction other than the United States or any State thereof and
not by implication and in any event, Collateral Agent shall not have any
obligations hereunder as a trustee under the laws of the United States or any
state thereof.

          10.2    DUTIES OF COLLATERAL AGENT.

                  (a) Subject to subsections 10.2(b) and (c), Collateral Agent
hereby agrees that it shall, for the benefit of Lenders and Administrative
Agent, enforce the security interests of Lenders in the Collateral (including
without limitation any security interests which are held or registered in the
name of BofA but as to which Collateral Agent acts as agent for Lenders
hereunder) to the fullest extent provided under the Collateral Documents.

                  (b) Notwithstanding any other provision hereof Collateral
Agent shall be obligated to perform such duties and only such duties as are
specifically set forth in this Agreement and any Collateral Document, and no
implied covenants or obligations shall be read into this Agreement or any such
Collateral Document against Collateral Agent. Collateral Agent shall, subject to
the provisions hereof, exercise the rights and powers vested in it by this
Agreement and any Collateral Document, and shall not be liable with respect to
any action taken by it, or omitted to be taken by it, in accordance with the
direction of Requisite Lenders (except as to matters requiring the consent of
all Lenders required by subsection 11.6).

                  (c) Except as herein otherwise expressly provided, Collateral
Agent shall not be under any obligation to take any action that is discretionary
with Collateral Agent under the provisions hereof or of any Collateral Document
except upon the written request of Requisite Lenders.


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          10.3    EXCULPATORY PROVISIONS.

                  (a) Collateral Agent shall not be responsible in any manner
whatsoever for the correctness of any recitals, statements, representations or
warranties herein or in any of the Loan Documents, all of which are made solely
by Company and its Subsidiaries. Collateral Agent makes no representations as to
the value or condition of the Collateral or any part thereof, or as to the title
of the Company or its Subsidiaries thereto or as to the security afforded hereby
or as to the validity, execution (except its own execution), enforceability,
legality or sufficiency of this Agreement, any Collateral Documents or any
Obligations secured by the Collateral Documents (the "SECURED OBLIGATIONS"), and
Collateral Agent shall incur no liability or responsibility in respect of any
such matters. Collateral Agent shall not be responsible for insuring the
Collateral or for the payment of taxes, charges or assessments, or discharging
of Liens upon the Collateral or otherwise as to the maintenance of the
Collateral, except that if Collateral Agent takes possession of any Collateral,
Collateral Agent shall use reasonable care in the preservation of the Collateral
in its possession.

                  (b) Collateral Agent shall not be required to ascertain or
inquire as to the performance by Company or its Subsidiaries of any of the
covenants or agreements contained herein or in any Collateral Document. Whenever
it is necessary, or in the opinion of Collateral Agent advisable, for Collateral
Agent to ascertain the amount of Secured Obligations, Collateral Agent may rely
on certificates of Lenders as to such amounts.

                  (c) Collateral Agent shall be under no obligation or duty to
take any action under this Agreement or any Collateral Document if taking such
action (i) would subject Collateral Agent to a tax in any jurisdiction where it
is not then subject to a tax, unless Collateral Agent receives security or
indemnity satisfactory to it against such tax, or (ii) would require Collateral
Agent to qualify to do business in any jurisdiction where it is not then so
qualified.

                  (d) Notwithstanding any other provision of this Agreement,
Collateral Agent shall not be liable for any action taken or omitted to be taken
by it in accordance with this Agreement or any Collateral Document except for
its own gross negligence or willful misconduct.

                  (e) Collateral Agent shall have the same rights with respect
to any Secured Obligations held by it as any other holder of the Secured
Obligations and may exercise such rights as though it were not Collateral Agent
hereunder, as more fully provided in subsection 9.2D.

          10.4    DELEGATION OF DUTIES.

                  Collateral Agent may execute any of the trusts or powers
hereof and perform any duty hereunder either directly or by or through agents or
attorneys-in-fact, who may include officers and employees of Company. Collateral
Agent shall be entitled to advice of counsel concerning all matters pertaining
to such trusts, powers and duties. Collateral Agent shall not be responsible for
the negligence or misconduct of any agents or attorneys-in-fact selected by it
without gross negligence or willful misconduct.


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          10.5    RELIANCE BY COLLATERAL AGENT.

                  (a) Whenever in the administration of or the performance of
its duties under this Agreement or any Collateral Document, Collateral Agent
shall deem it necessary or desirable that a factual matter be proved or
established by Company in connection with Collateral Agent taking, suffering or
omitting any action hereunder or thereunder, such matter (unless other evidence
in respect thereof is herein specifically prescribed) may be deemed to be
conclusively proved or established by a certificate of an Officer delivered to
Collateral Agent, and such certificate shall be full warranty to Collateral
Agent for any action taken, suffered or omitted in reliance thereon, subject,
however, to the provisions of subsection 10.6.

                  (b) Collateral Agent may consult with counsel, and any opinion
of counsel shall be full and complete authorization and protection in respect of
any action taken or suffered by it hereunder or under any Collateral Document.
Collateral Agent shall have the right at any time to seek instructions
concerning the administration of or the performance of its duties under this
Agreement or under any Collateral Document from any court of competent
jurisdiction.

                  (c) Collateral Agent may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document which
it has no reason to believe to be other than genuine and to have been signed or
presented by the proper party or parties or, in the case of cables, telecopies
and telexes, to have been sent by the proper party or parties. In the absence of
gross negligence or willful misconduct, Collateral Agent may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to Collateral Agent and
conforming to the requirements of this Agreement.

                  (d) Collateral Agent shall not be under any obligation to
exercise any of the rights or powers vested in Collateral Agent by this
Agreement and any Collateral Document at the request or direction of Requisite
Lenders pursuant to this Agreement or otherwise, unless Collateral Agent shall
have been provided adequate security and indemnity against the costs, expenses
and liabilities which may be incurred by it in compliance with such request or
direction, including such reasonable advances as may be requested by Collateral
Agent.

                  (e) Upon any application or demand by Company (except any such
application or demand which is expressly permitted to be made orally) to
Collateral Agent to take or permit any action under any of the provisions of
this Agreement or any Collateral Document, Company shall furnish to Collateral
Agent an Officer's Certificate stating that all conditions precedent, if any,
provided for in this Agreement or in any Collateral Document relating to the
proposed action have been complied with, and in the case of any such application
or demand as to which the furnishing of any document is specifically required by
any provision of this Agreement or any Collateral Document relating to such
particular application or demand, such additional document shall also be
furnished.

          10.6    RESIGNATION AND REMOVAL OF COLLATERAL AGENT.

                  Collateral Agent may resign at any time upon 30 days' prior
notice thereof to Company, Lenders and Agents. Collateral Agent may be removed
at any time with or without


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cause by an instrument or concurrent instruments in writing delivered to
Collateral Agent and signed by Requisite Lenders; provided that Company may
propose to Requisite Lenders the removal of the Collateral Agent. Upon any
such notice of resignation of Collateral Agent or any such removal of
Collateral Agent, Company shall have the right to propose a successor
Collateral Agent, subject to the approval of Requisite Lenders. If for any
reason Requisite Lenders cannot agree on such successor Collateral Agent,
Requisite Lenders shall have the right, upon five Business Days' notice to
Company, to appoint a successor Collateral Agent. If for any reason Requisite
Lenders cannot then agree on a successor Collateral Agent, the resigning
Collateral Agent shall have the right to designate a successor Collateral
Agent after consulting with Company. Upon the acceptance of any appointment
as Collateral Agent hereunder by a successor Collateral Agent, that successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Collateral
Agent, and the resigning or removed Collateral Agent shall be discharged from
its duties and obligations under this Agreement. After any resigning or
removed Collateral Agent's resignation or removal hereunder as Collateral
Agent, the provisions of this Section 10 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Collateral Agent,
under this Agreement. If no successor collateral agent has accepted
appointment as Collateral Agent by the date which is 30 days following a
resigning Collateral Agent's notice of resignation, the resigning Collateral
Agent's resignation shall nevertheless thereupon become effective and Lenders
shall perform all of the duties of the Collateral Agent hereunder until such
time, if any, as Requisite Lenders appoint a successor collateral agent as
provided for above.

          10.7    MERGER OF COLLATERAL AGENT.

                  Any corporation into which Collateral Agent may be merged, or
with which it may be consolidated or any corporation resulting from any merger
or consolidation to which Collateral Agent shall be a party, shall be Collateral
Agent under this Agreement and any Collateral Document without the execution or
filing of any paper or any further act on the part of the parties hereto.

          10.8    CO-AGENT; SEPARATE AGENT; TRUSTEE.

                  (a) If at any time or times it shall be necessary or prudent
in order to conform to any law of any jurisdiction in which any of the
Collateral shall be located, or to avoid any violation of law or imposition on
Collateral Agent of taxes by such jurisdiction not otherwise imposed on
Collateral Agent, or Collateral Agent shall be advised by counsel satisfactory
to it, that it is necessary or prudent in the interest of Lenders, or Collateral
Agent shall deem it desirable for its own protection in the performance of its
duties hereunder, Collateral Agent and Company shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more Persons approved by Collateral Agent and Company
either to act as a separate agent (each a "separate agent"), as a co-agent (each
a "co-agent") or as a trustee (each a "trustee") for the benefit of Collateral
Agent and Lenders of all or any of the Collateral under this Agreement or under
any Collateral Document, jointly with Collateral Agent originally named herein
or therein or any successor to Collateral Agent, or to act as separate agent,
co-agent or trustee of any of the Collateral. If Company shall not have joined
in the execution of such instruments and agreements within ten days after it
receives a written request from Collateral Agent to do so, or if an Event of
Default has occurred and is continuing,


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Collateral Agent may act under the foregoing provisions of this subsection
10.8 without the concurrence of Company and execute and deliver such
instruments and agreements on behalf of Company. Company each hereby appoints
Collateral Agent as its agent and attorney to act for it under the foregoing
provisions of this subsection 10.8 in either of such contingencies.

                  (b) Every separate agent and every co-agent, other than any
successor to Collateral Agent appointed pursuant to subsection 10.6, and each
trustee, shall, to the extent permitted by law, be appointed and act and be
such, subject to the following provisions and conditions:

                  (i) All rights, powers, duties and obligations conferred or
          imposed upon Collateral Agent hereunder and under the relevant
          Collateral Document shall be conferred or imposed and exercised or
          performed by Collateral Agent and any such separate agent, co-agent or
          trustee jointly, as shall be provided in the instrument appointing
          such separate agent, co-agent or trustee, except to the extent that
          under any law of any jurisdiction in which any particular act or acts
          are to be performed Collateral Agent shall be incompetent or
          unqualified to perform such act or acts, or unless the performance of
          such act or acts would result in the imposition of any tax on
          Collateral Agent which would not be imposed absent such joint act or
          acts, in which event such rights, powers, duties and obligations shall
          be exercised and performed by such separate agent, co-agent or
          trustee;

                  (ii) No power given hereby or by the relevant Collateral
          Document, or which is provided herein or therein, may be exercised by
          any such separate agent, co-agent or trustee, or except jointly with,
          or with the consent in writing of, Collateral Agent, anything
          contained herein to the contrary notwithstanding;

                  (iii) No agent (including Collateral Agent), separate agent,
          co-agent or trustee hereunder shall be personally liable by reason of
          any act or omission of any other agent hereunder, co-agent or trustee
          hereunder; and

                  (iv) Company or a Subsidiary of Company, as applicable, and
          Collateral Agent, at any time by an instrument in writing executed by
          them jointly, may accept the resignation of or remove any such
          separate agent, co-agent or trustee and, in that case by any
          instrument in writing executed by them jointly, may appoint a
          successor to such separate agent, co-agent or trustee as the case may
          be, anything contained herein to the contrary notwithstanding. If
          Company or any such Subsidiary shall not have joined in the execution
          of any such instrument within ten days after it receives a written
          request from Collateral Agent to do so, or if an Event of Default has
          occurred and is continuing, Collateral Agent shall have the power to
          accept the resignation of or remove any such separate agent, co-agent
          or trustee and to appoint a successor without the concurrence of
          Company or any such Subsidiary, Company or a Subsidiary of Company
          each hereby appointing Collateral Agent as its agent and attorney to
          act for it in such connection in such contingency. If Collateral Agent
          shall have appointed a separate agent, co-agent or trustee as above
          provided, Collateral Agent may at any time, by an instrument in
          writing, accept the resignation of or remove any such separate agent,
          co-agent or trustee and the successor to any such separate agent,
          co-agent or trustee shall be appointed by Company,


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          or a Subsidiary of Company and Collateral Agent, or by Collateral
          Agent alone pursuant to this subsection 10.8.

          10.9    RELEASE OF COLLATERAL.

                  Upon the payment in full of all Obligations other than those
referred to in subsection 11.9 of this Agreement, and any others that survive
the payment of principal and interest on the Loans, the cancellation or
termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit, the security interests granted under the
Collateral Documents shall terminate and all rights to the Collateral shall
revert to the relevant Loan Party. Upon any such termination Collateral Agent
will, at such Loan Party's expense, execute and deliver to such Loan Party such
documents as such Loan Party shall reasonably request to evidence such
termination and such Loan Party shall be entitled to the return, upon its
request and at its expense, against receipt and without recourse to Collateral
Agent, of such of the Collateral as shall not have been sold or otherwise
applied pursuant to the terms of the Loan Documents.

          10.10   JOINT CREDITORSHIP (FOR PURPOSES OF DUTCH LAW).

                  The parties hereto agree that Collateral Agent and Lenders
shall be joint creditors of each of the Obligations and that accordingly
Collateral Agent will have its own independent right to demand performance by
Company of the Obligations; PROVIDED, that any amount due and payable under this
Agreement by Company shall be reduced to the extent that such amount is paid to
Collateral Agent. Any amount received by Collateral Agent pursuant to this
subsection 10.10 shall be paid immediately to Administrative Agent for
distribution pursuant to this Agreement.

SECTION 11.   MISCELLANEOUS

          11.1    SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS IN
                  LOANS AND LETTERS OF CREDIT.

                  A. GENERAL. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 11.1). Neither Company's rights or obligations
hereunder nor any interest therein may be assigned or delegated by Company
without the prior written consent of all Lenders. Subject to subsection 11.1B,
each Lender shall have the right at any time to (i) sell, assign or transfer to
any Eligible Assignee, or (ii) sell participations to any Person (other than a
natural Person) in, all or any part of its Commitments or any Loan or Loans made
by it or its Letters of Credit or participations therein or any other interest
herein or in any other Obligations owed to it; PROVIDED that, except as provided
in subsection 2.1A(ii) and subsection 11.5, no such sale, assignment or transfer
described in clause (i) above shall be effective unless and until an Assignment
Agreement effecting such sale, assignment or transfer shall have been accepted
by Administrative Agent and recorded in the Register as provided in subsection
11.1B(ii); PROVIDED, FURTHER that no such sale, assignment, transfer or
participation of any Letter of Credit or any participation therein may be made
separately from a sale, assignment,


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transfer or participation of a corresponding interest in the Revolving Loan
Commitment and the Revolving Loans of the Lender effecting such sale,
assignment, transfer or participation; and PROVIDED, FURTHER that, anything
contained herein to the contrary notwithstanding, except as provided in
subsection 2.1A(ii) and subsection 11.5, the Swing Line Loan Commitment and
the Swing Line Loans of Swing Line Lender may not be sold, assigned or
transferred as described in clause (i) above to any Person other than a
successor Administrative Agent and Swing Line Lender to the extent
contemplated by subsection 9.5. Except as otherwise provided in this
subsection 11.1, no Lender shall, as between Company and such Lender, be
relieved of any of its obligations hereunder as a result of any sale,
assignment or transfer of, or any granting of participations in, all or any
part of its Commitments or the Loans, the Letters of Credit or participations
therein, or the other Obligations owed to such Lender.

                  B.  ASSIGNMENTS.

                  (i) AMOUNTS AND TERMS OF ASSIGNMENTS. Each Commitment, Loan,
          Letter of Credit or participation therein, or other Obligation may (a)
          be assigned in any amount to another Lender, or to an Affiliate or
          Affiliated Fund of the assigning Lender or another Lender, with the
          giving of notice to Company and Administrative Agent or (b) be
          assigned in an aggregate amount of not less than $3,000,000 (or such
          lesser amount as shall constitute the aggregate amount of the
          Commitments, Loans, Letters of Credit and participations therein, and
          other Obligations of the assigning Lender or as may be consented to by
          Company and Agents) to any other Eligible Assignee, treating any two
          or more Affiliated Funds with the same investment advisor as a single
          Eligible Assignee, with the giving of notice to Company and with the
          consent of Company (unless an Event of Default has occurred and is
          continuing) and, with respect to all Lenders other than DLJ,
          Syndication Agent and Administrative Agent (which consent of Company,
          Syndication Agent and Administrative Agent shall not be unreasonably
          withheld or delayed). To the extent of any such assignment in
          accordance with either clause (a) or (b) above, the assigning Lender
          shall be relieved of its obligations with respect to its Commitments,
          Loans, Letters of Credit or participations therein, or other
          Obligations or the portion thereof so assigned. The parties to each
          such assignment shall execute and deliver to Administrative Agent, for
          its acceptance and recording in the Register, an Assignment Agreement,
          together with a processing and recordation fee of $2,500 unless the
          assignor is DLJ, or assignee is an Affiliate or an Affiliated Fund of
          a Lender, in which case no fee shall be required) and such forms,
          certificates or other evidence, if any, with respect to United States
          federal income tax withholding matters as the assignee under such
          Assignment Agreement may be required to deliver to Administrative
          Agent pursuant to subsection 2.7B(iii)(a). Upon such execution,
          delivery, acceptance and recordation, from and after the effective
          date specified in such Assignment Agreement, (y) the assignee
          thereunder shall be a party hereto and, to the extent that rights and
          obligations hereunder have been assigned to it pursuant to such
          Assignment Agreement, shall have the rights and obligations of a
          Lender hereunder and (z) the assigning Lender thereunder shall, to the
          extent that rights and obligations hereunder have been assigned by it
          pursuant to such Assignment Agreement, relinquish its rights (other
          than any rights which survive the termination of this Agreement under
          subsection 11.9B) and be released from its obligations under this
          Agreement (and, in the case of an Assignment Agreement covering all or
          the remaining portion of an assigning Lender's rights and obligations


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          under this Agreement, such Lender shall cease to be a party hereto;
          PROVIDED that, anything contained in any of the Loan Documents to the
          contrary notwithstanding, if such Lender is Issuing Lender such Lender
          shall continue to have all rights and obligations of Issuing Lender
          with respect to such Letters of Credit until the cancellation or
          expiration of such Letters of Credit and the reimbursement of any
          amounts drawn thereunder). If any such assignment occurs after the
          issuance of any Notes hereunder, the assigning Lender shall, upon the
          effectiveness of such assignment or as promptly thereafter as
          practicable, surrender its applicable Notes, if any, to Administrative
          Agent for cancellation, and thereupon new Notes shall, if so requested
          by the assignee and/or the assigning Lender in accordance with
          subsection 2.1E, be issued to the assignee and/or to the assigning
          Lender, substantially in the form of EXHIBIT IV OR EXHIBIT IV-A,
          annexed hereto, or as provided in the Increased Commitments Agreement,
          in the case of the Term Notes (other than the Term Notes evidencing
          the Acquisition Term Loans), as the case may be, with appropriate
          insertions, to reflect the new Commitments and/or outstanding Loans,
          of the assignee and/or the assigning Lender.

                  (ii) ACCEPTANCE BY ADMINISTRATIVE AGENT; RECORDATION IN
          REGISTER. Upon its receipt of an Assignment Agreement executed by an
          assigning Lender and an assignee representing that it is an Eligible
          Assignee, together with the processing and recordation fee referred to
          in subsection 11.1B(i) and any forms, certificates or other evidence
          with respect to United States federal income tax withholding matters
          that such assignee may be required to deliver to Administrative Agent
          and Company pursuant to subsection 2.7B(iii)(a), Administrative Agent
          and Company shall, if Administrative Agent and Company have consented
          to the assignment evidenced thereby (in each case to the extent such
          consent is required pursuant to subsection 11.1B(i)), (a) accept such
          Assignment Agreement by executing a counterpart thereof as provided
          therein (which acceptance shall evidence any required consent of
          Administrative Agent to such assignment), (b) record the information
          contained therein in the Register, and (c) give prompt notice thereof
          to Company. Administrative Agent shall maintain a copy of each
          Assignment Agreement delivered to and accepted by it as provided in
          this subsection 11.1B(ii).

                  C. PARTICIPATIONS. The holder of any participation, other than
an Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the Revolving Loan Commitment
Termination Date or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation, and all amounts
payable by Company hereunder (including amounts payable to such Lender pursuant
to subsections 2.6D and 2.7) shall be determined as if such Lender had not sold
such participation. Company and each Lender hereby acknowledge and agree that,
solely for purposes of subsections 11.4 and 11.5, (a) any participation will
give rise to a direct obligation of Company to the participant and (b) the
participant shall be considered to be a "Lender".

                  D. PLEDGES AND ASSIGNMENTS. In addition to the assignments and
participations permitted under the foregoing provisions of this subsection 11.1,
any Lender may at any time assign and pledge all or any portion of its Loans and
the other Obligations owed to such Lender, to secure obligations of such Lender,
including, without limitation, any pledge or assignment to secure obligations to
any Federal Reserve Bank; PROVIDED that (i) no Lender shall


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be relieved of any of its obligations hereunder as a result of any such
assignment or pledge and (ii) in no event shall any assignee or pledgee be
considered to be a "Lender" or be entitled to require the assigning Lender to
take or omit to take any action hereunder.

                  E. INFORMATION. Each Lender may furnish any information
concerning Company and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants), subject to subsection 11.19.

                  F. AGREEMENTS OF LENDERS. Each Lender hereby agrees (i) that
it is an Eligible Assignee described in the definition thereof; (ii) that it has
experience and expertise in the making of loans such as the Loans; and (iii)
that it will make its Loans for its own account in the ordinary course of its
business and without a view to distribution of such Loans within the meaning of
the Securities Act or the Exchange Act or other federal securities laws (it
being understood that, subject to the provisions of this subsection 11.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control). Each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree that the agreements of such
Lender contained in Section 2(c) of such Assignment Agreement are incorporated
herein by this reference.

          11.2    EXPENSES.

                  Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay within five Business Days after demand (i)
all the actual and reasonable costs and expenses of negotiation, preparation and
execution of the Loan Documents and any consents, amendments, waivers or other
modifications thereto; (ii) all the costs of furnishing all opinions by counsel
for Company (including any opinions requested by Agents or Lenders as to any
legal matters arising hereunder) and of Company's performance of and compliance
with all agreements and conditions on its part to be performed or complied with
under this Agreement and the other Loan Documents including with respect to
confirming compliance with environmental, insurance and solvency requirements;
(iii) the reasonable fees, expenses and disbursements of O'Melveny & Myers LLP,
counsel to Agents in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, waivers or
other modifications thereto and any other documents or matters requested by
Company; (iv) all the actual costs and reasonable expenses of creating and
perfecting Liens in favor of Collateral Agent on behalf of Lenders pursuant to
any Collateral Document, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to Syndication Agent,
counsel to Collateral Agent and of counsel providing any opinions that
Syndication Agent, Administrative Agent or Requisite Lenders may request in
respect of the Collateral Documents or the Liens created pursuant thereto; (v)
all the actual costs and reasonable expenses (including the reasonable fees,
expenses and disbursements of any auditors, accountants or appraisers and any
environmental or other consultants, advisors and agents employed or retained by
Agents or their counsel) of obtaining and reviewing any environmental audits or
reports provided for under subsection 6.9A; (vi) the custody or preservation of
any of the Collateral; (vii) all other actual and reasonable costs and expenses
incurred by Syndication Agent in connection with the syndication of the
Commitments; and (viii) after the occurrence of an Event of Default, all costs
and expenses, including reasonable attorneys' fees (including


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allocated costs of internal counsel) and costs of settlement, incurred by
Agents and Lenders in enforcing any Obligations of or in collecting any
payments due from any Loan Party hereunder or under the other Loan Documents
(including in connection with the sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Subsidiary
Guaranty) or in connection with any refinancing or restructuring of the
credit arrangements provided under this Agreement in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy proceedings.

         11.3     INDEMNITY.

                  In addition to the payment of expenses pursuant to subsection
11.2, whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders, and the officers,
directors, employees, agents and affiliates of Agents and Lenders (collectively
called the "INDEMNITEES"), from and against any and all Indemnified Liabilities
(as hereinafter defined); PROVIDED that Company shall not have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise solely from the gross negligence or
willful misconduct of that Indemnitee as determined by a final judgment of a
court of competent jurisdiction.

                  As used herein, "INDEMNIFIED LIABILITIES" means, collectively,
any and all liabilities, obligations, losses, damages (including natural
resource damages), penalties, actions, judgments, suits, claims (including
Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Subsidiary Guaranty), (ii) the statements contained in the
commitment letter delivered by any Lender to Company with respect thereto, or
(iii) any Environmental Claim or any Hazardous Materials Activity relating to or
arising from, directly or indirectly, any past or present activity, operation,
land ownership, or practice of Company or any of its Subsidiaries.

                  To the extent that the undertakings to defend, indemnify, pay
and hold harmless set forth in this subsection 11.3 may be unenforceable in
whole or in part because they are violative of any law or public policy, Company
shall contribute the maximum portion that it is


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permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them.

         11.4     SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by Company
at any time or from time to time, without notice to Company or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured,
but not including trust accounts) and any other Indebtedness at any time held or
owing by that Lender or any Affiliate of such Lender to or for the credit or the
account of Company and each other Loan Party against and on account of the
obligations and liabilities of Company or any other Loan Party to that Lender
(or any Affiliate of such Lender) or to any other Lender (or any Affiliate of
any other Lender) under this Agreement, the Letters of Credit and participations
therein and the other Loan Documents, including all claims of any nature or
description arising out of or connected with this Agreement, the Letters of
Credit and participations therein or any other Loan Document, irrespective of
whether or not (i) that Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 8 and although said obligations and liabilities, or
any of them, may be contingent or unmatured. Company hereby further grants to
each Agent and each Lender a security interest in all deposits and accounts
maintained with such Agent or such Lender as security for the Obligations.

         11.5     RATABLE SHARING.

                  Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of Loans
made and applied in accordance with the terms of this Agreement), by realization
upon security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase assignments (which it shall be
deemed to have purchased from each seller of an assignment simultaneously upon
the receipt by such seller of its portion of such payment) of the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; PROVIDED that if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such assignments
shall be returned to such purchasing Lender ratably to the extent


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<PAGE>

of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees that any purchaser of an assignment so
purchased may exercise any and all rights of a Lender as to such assignment
as fully as if that Lender had complied with the provisions of subsection
11.1B with respect to such assignment. In order to further evidence such
assignment (and without prejudice to the effectiveness of the assignment
provisions set forth above), each purchasing Lender and each selling Lender
agree to enter into an Assignment Agreement at the request of a selling
Lender or a purchasing Lender, as the case may be, in form and substance
reasonably satisfactory to each such Lender.

          11.6    AMENDMENTS AND WAIVERS.

                  No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure
by Company therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; PROVIDED that no such amendment,
modification, termination, waiver or consent shall, without the consent of
each Lender, (1) reduce the principal amount of any Loan, (2) increase the
maximum aggregate amount of Letters of Credit, (3) postpone the maturity date
of any Loan or the Revolving Loan Commitment Termination Date or change the
provisions of subsection 2.10(c) relating to the maturity date or the
prepayment schedule of the Term Loans, (4) postpone the date on which any
interest or any fees are payable, (5) decrease the interest rate borne by any
Loan (other than any waiver of any increase in the interest rate applicable
to any of the Loans pursuant to subsection 2.2E) or the amount of any fees
payable hereunder (including any change in the manner in which the
Consolidated Leverage Ratio is calculated), (6) reduce the amount or postpone
the due date of any amount payable in respect of any Letter of Credit, (7)
extend the expiration date of any Letter of Credit beyond the Revolving Loan
Commitment Termination Date except as provided in Section 3, (8) change in
any manner the obligations of Lenders relating to the purchase of
participations in Letters of Credit, (9) change in any manner the definition
of "Pro Rata Share" or the definition of "Requisite Lenders", otherwise than
to implement an increase in Commitments (i) pursuant to subsection 2.10 or
(ii) pursuant to an amendment hereto approved by Requisite Lenders, (10)
change in any manner any provision of this Agreement that, by its terms,
expressly requires the approval or concurrence of all Lenders, all Revolving
Lenders or all Term Loan Lenders, (11) increase the maximum duration of
Interest Periods permitted hereunder, (12) release any Lien granted in favor
of Collateral Agent with respect to a material portion of the Collateral or
release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty, in each case other than in accordance with the terms of the Loan
Documents, (13) change in any manner the provisions contained in subsection
8.1 or (14) change in any manner the provisions contained in this subsection
11.6, otherwise than to implement an increase in Commitments (i) pursuant to
subsection 2.10 or (ii) pursuant to any amendment hereto approved by
Requisite Lenders; PROVIDED, FURTHER, that if any matter described in the
foregoing proviso relates only to a Revolving Loan, the approval of all
Revolving Lenders shall be sufficient; if any matter described in the
foregoing proviso relates only to a Tranche of Term Loans, the approval of
all Term Loan Lenders having such exposure shall be sufficient; if any matter
described in the foregoing proviso relates only to the role of Swing Line
Lender, the approval of Swing Line Lender shall be sufficient; and if any
matter described in the foregoing proviso relates only to the role of Issuing
Lender, the approval of Issuing Lender shall be sufficient. Any increase in a
Commitment of a Lender shall require approval by that Lender, but an increase
in aggregate Commitments hereunder, otherwise than pursuant to subsection
2.10, shall require approval of


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<PAGE>

Requisite Lenders. In addition, (i) any amendment, modification, termination
or waiver of any of the provisions contained in Section 4 shall be effective
only if evidenced by a writing signed by or on behalf of Agents and Requisite
Lenders, (ii) no amendment, modification, termination or waiver of any
provision of any Note shall be effective without the written concurrence of
the Lender which is the holder of that Note, (iii) no amendment,
modification, termination or waiver of any provision of subsection 2.1A(ii)
or of any other provision of this Agreement relating to the Swing Line Loan
Commitment or the Swing Line Loans shall be effective without the written
concurrence of Swing Line Lender, (iv) no amendment, modification,
termination or waiver of any provision of Section 3 shall be effective
without the written concurrence of Administrative Agent and, with respect to
the purchase of participations in Letters of Credit, without the written
concurrence of Issuing Lender, (v) no amendment, modification, termination or
waiver of any provision of Section 9 or Section 10 of any other provision of
this Agreement which, by its terms, expressly requires the approval or
concurrence of Agents shall be effective without the written concurrence of
Agents, and (vi) no amendment, modification, termination or waiver of any
provision of subsection 2.4 that has the effect of changing any interim
scheduled payments, voluntary or mandatory prepayments, or Commitment
reductions applicable to any Class (the "AFFECTED CLASS") in a manner that
disproportionately disadvantages such Class relative to the any other Class
shall be effective without the written concurrence of Lenders of the Affected
Class having or holding 50% or more of the Revolving Loan Exposure (if the
Affected Class is the Revolving Lenders) or 50% or more of the Term Loan
Exposure relating to any Tranche of Term Loans (if the Affected Class is the
Term Loan Lenders having such exposure) (it being understood and agreed that
any amendment, modification, termination or waiver of any such provision that
only postpones or reduces any interim scheduled payment, voluntary or
mandatory prepayment, or Commitment reduction from that set forth in
subsection 2.4 with respect to one Class but not another Class shall be
deemed to disproportionately disadvantage such one Class but not to
disproportionately disadvantage such other Class for purposes of this clause
(vi)). Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on Company in any case shall entitle Company to
any other or further notice or demand in similar or other circumstances. Any
amendment, modification, termination, waiver or consent effected in
accordance with this subsection 11.6 shall be binding upon each Lender at the
time outstanding, each future Lender and, if signed by Company, on Company.
For purposes of this subsection 11.6, Syndication Agent, in coordination with
Administrative Agent, shall have primary responsibility, together with
Company, for the negotiation, preparation and documentation relating to any
amendment, modification or waiver of this Agreement, any other Loan Document
or any other agreement or document related hereto or thereto contemplated
pursuant to this subsection.

          11.7    INDEPENDENCE OF COVENANTS.

                  All covenants hereunder shall be given independent effect
so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such
action is taken or condition exists.


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<PAGE>

          11.8    NOTICES.

                  Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile, or
three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; PROVIDED that notices to Agents shall
not be effective until received. For the purposes hereof, the address of each
party hereto shall be as set forth on SCHEDULE 11.8 or (i) as to Company and
Administrative Agent, such other address as shall be designated by such
Person in a written notice delivered to the other parties hereto and (ii) as
to each other party, such other address as shall be designated by such party
in a written notice delivered to Administrative Agent.

          11.9    SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

                  A. All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the
making of the Loans and the issuance of the Letters of Credit hereunder.

                  B. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 3.5A, 11.2, 11.3, 11.4, 11.15, 11.17 and 11.18 and the agreements of
Lenders set forth in subsections 9.2C, 9.4, 11.5, 11.15 and 11.18 shall
survive the payment of the Loans, the cancellation or expiration of the
Letters of Credit and the reimbursement of any amounts drawn thereunder, and
the termination of this Agreement.

          11.10   FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

                  No failure or delay on the part of an Agent or any Lender
in the exercise of any power, right or privilege hereunder or under any other
Loan Document shall impair such power, right or privilege or be construed to
be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other power, right or privilege. All
rights and remedies existing under this Agreement and the other Loan
Documents are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

          11.11   MARSHALLING; PAYMENTS SET ASIDE.

                  Neither any Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Company or any other party or
against or in payment of any or all of the Obligations. To the extent that
Company makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit of Lenders), or Agents or Lenders
enforce any security interests or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver
or any other party under any bankruptcy law, any other state or federal law,
common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all
Liens, rights and remedies therefor or related thereto, shall be


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<PAGE>

revived and continued in full force and effect as if such payment or payments
had not been made or such enforcement or setoff had not occurred.

          11.12   SEVERABILITY.

                  In case any provision in or obligation under this Agreement
or the Notes shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.

          11.13   OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

                  The obligations of Lenders hereunder are several and no
Lender shall be responsible for the obligations or Commitments of any other
Lender hereunder. Nothing contained herein or in any other Loan Document, and
no action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out of this Agreement and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

          11.14   HEADINGS.

                  Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive
effect.

          11.15   APPLICABLE LAW.

                  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION
OF ANOTHER LAW.

          11.16   CONSTRUCTION OF AGREEMENT.

                  Each of the parties hereto acknowledges that it has been
represented by counsel in the negotiation and documentation of the terms of
this Agreement, that it has had full and fair opportunity to review and
revise the terms of this Agreement, and that this Agreement has been drafted
jointly by all of the parties hereto. Accordingly, each of the parties hereto
acknowledges and agrees that the terms of this Agreement shall not be
construed against or in favor of another party.


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<PAGE>

          11.17   CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY
EXECUTING AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

                  (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
          JURISDICTION AND VENUE OF SUCH
          COURTS;

                  (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
          PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
          MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN
          ACCORDANCE WITH SUBSECTION 11.8;

                  (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
          SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
          PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
          BINDING SERVICE IN EVERY RESPECT;

                  (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
         ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
         COMPANY IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 11.17
          RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO
          THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
          SECTION 5-1402 OR OTHERWISE.

          11.18   WAIVER OF JURY TRIAL.

                  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. The scope of this waiver is intended to be all-encompassing of
any and all disputes that may be filed in any court and that relate to the
subject matter of this transaction, including contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. Each
party hereto acknowledges that this waiver is a material inducement to enter
into a business relationship, that


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<PAGE>

each has already relied on this waiver in entering into this Agreement, and
that each will continue to rely on this waiver in their related future
dealings. Each party hereto further warrants and represents that it has
reviewed this waiver with its legal counsel and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SUBSECTION 11.18 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

          11.19   CONFIDENTIALITY.

                  Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Agreement that has been identified as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with safe
and sound banking practices, it being understood and agreed by Company that in
any event a Lender may make (a) disclosures to Affiliates and professional
advisors of such Lender, (b) disclosures reasonably required by (i) any bona
fide assignee, transferee or participant in connection with the contemplated
assignment or transfer by such Lender of any Loans or any participations
therein, or (ii) any direct or indirect contractual counterparties in swap
agreements or such contractual counterparties' professional advisors PROVIDED
that such assignee, transferee, participant, contractual counterparty or
professional advisor agrees in writing to keep such information confidential to
the same extent required of the Lenders hereunder, or (c) disclosures required
or requested by any Government Authority or representative thereof or pursuant
to legal process and that no written or oral communications from counsel to an
Agent and no information that is or is designated as privileged or as attorney
work product may be disclosed to any Person unless such Person is a Lender or a
participant hereunder; PROVIDED that, unless specifically prohibited by
applicable law or court order, each Lender shall notify Company of any request
by any Government Authority or representative thereof (other than any such
request in connection with any examination of the financial condition of such
Lender by such Government Authority) for disclosure of any such non-public
information prior to disclosure of such information; and PROVIDED, FURTHER that
in no event shall any Lender be obligated or required to return any materials
furnished by Company or any of its Subsidiaries.

          11.20   COUNTERPARTS; EFFECTIVENESS.

                  This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This


                                         122

<PAGE>

Agreement shall become effective upon the execution of a counterpart hereof
by each of the parties hereto.

                  [Remainder of page intentionally left blank]


                                         123

<PAGE>

                                                                         9/20/00
                                                                           DRAFT


                                      FIRST

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER __, 2000

                                      AMONG

                        MANUFACTURERS' SERVICES LIMITED,
                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                           DLJ CAPITAL FUNDING, INC.,
                              AS SYNDICATION AGENT

                             BANK OF AMERICA, N.A.,
                    AS ADMINISTRATIVE AGENT, COLLATERAL AGENT
                               AND ISSUING LENDER

                    ABN AMRO BANK N.V. AND BARCLAYS BANK PLC,
                           AS CO-DOCUMENTATION AGENTS

                           DLJ CAPITAL FUNDING, INC.,
                                AS LEAD ARRANGER

                          BANC AMERICA SECURITIES LLC,
                                 AS CO-ARRANGER


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                          PAGE NO.
                                                                                                          --------
<S>                        <C>                                                                            <C>
Section 1.                 DEFINITIONS...........................................................................2

       1.1                 Certain Defined Terms.................................................................2

       1.2                 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
                           Agreement............................................................................27

       1.3                 Other Definitional Provisions and Rules of Construction..............................28


Section 2.                 AMOUNTS AND TERMS OF COMMITMENTS AND LOANS...........................................28

       2.1                 Commitments; Making of Loans; the Register; Optional Notes...........................28

       2.2                 Interest on the Loans................................................................34

       2.3                 Fees.................................................................................38

       2.4                 Repayments, Prepayments and Reductions in Revolving Loan Commitments; General
                           Provisions Regarding Payments; Application of Proceeds of Collateral and
                           Payments Under Subsidiary Guaranty...................................................39

       2.5                 Use of Proceeds......................................................................45

       2.6                 Special Provisions Governing LIBOR Loans.............................................46

       2.7                 Increased Costs; Taxes; Capital Adequacy.............................................48

       2.8                 Statement of Lenders; Obligation of Lenders and Issuing Lender to Mitigate...........51

       2.9                 Replacement of a Lender..............................................................52

       2.10                Increased Commitments; Term Loans; Additional Lenders................................53


Section 3.                 LETTERS OF CREDIT....................................................................54

       3.1                 Issuance of Letters of Credit and Lenders' Purchase of Participations Therein........54

       3.2                 Letter of Credit Fees................................................................58

       3.3                 Drawings and Reimbursement of Amounts Paid Under Letters of Credit...................58

       3.4                 Obligations Absolute.................................................................61

       3.5                 Indemnification; Nature of Issuing Lender's Duties...................................61

       3.6                 Applicability of ISP and UCP.........................................................62


                                         i

<PAGE>

Section 4.                 CONDITIONS TO LOANS AND LETTERS OF CREDIT............................................63

       4.1                 Conditions to Initial Revolving Loans and Swing Line Loans...........................63

       4.2                 Conditions to All Loans..............................................................68

       4.3                 Conditions to Letters of Credit......................................................68

       4.4                 Conditions to the Acquisition Term Loans.............................................69


Section 5.                 COMPANY'S REPRESENTATIONS AND WARRANTIES.............................................70

       5.1                 Organization, Powers, Qualification, Good Standing, Business and Subsidiaries........70

       5.2                 Authorization of Borrowing, etc......................................................71

       5.3                 Financial Condition..................................................................71

       5.4                 No Material Adverse Change; No Restricted Junior Payments............................72

       5.5                 Title to Properties; Liens; Real Property; Intellectual Property.....................72

       5.6                 Litigation; Adverse Facts............................................................73

       5.7                 Payment of Taxes.....................................................................73

       5.8                 Performance of Agreements; Materially Adverse Agreements.............................73

       5.9                 Governmental Regulation..............................................................73

       5.10                Securities Activities................................................................74

       5.11                Employee Benefit Plans...............................................................74

       5.12                Certain Fees.........................................................................75

       5.13                Environmental Protection.............................................................75

       5.14                Employee Matters.....................................................................76

       5.15                Solvency.............................................................................76

       5.16                Matters Relating to Collateral.......................................................76

       5.17                Disclosure...........................................................................77


Section 6.                 COMPANY'S AFFIRMATIVE COVENANTS......................................................77

       6.1                 Financial Statements and Other Reports...............................................77

       6.2                 Existence, etc.......................................................................82

       6.3                 Payment of Taxes and Claims; Tax.....................................................82

       6.4                 Maintenance of Properties; Insurance; Application of Net Insurance/
                           Condemnation Proceeds................................................................82

       6.5                 Inspection Rights; Lender Meeting....................................................84


                                         ii

<PAGE>

       6.6                 Compliance with Laws, etc............................................................84

       6.7                 Environmental Matters................................................................85

       6.8                 Execution of Subsidiary Guaranty and Personal Property Collateral Documents
                           After the Closing Date...............................................................86

       6.9                 Matters Relating to Additional Real Property Collateral..............................88


Section 7.                 COMPANY'S NEGATIVE COVENANTS.........................................................88

       7.1                 Indebtedness.........................................................................88

       7.2                 Liens and Related Matters............................................................90

       7.3                 Investments; Acquisitions............................................................91

       7.4                 Contingent Obligations...............................................................92

       7.5                 Restricted Junior Payments...........................................................93

       7.6                 Financial Covenants..................................................................93

       7.7                 Restriction on Fundamental Changes; Asset Sales......................................94

       7.8                 Consolidated Capital Expenditures....................................................95

       7.9                 Transactions with Shareholders and Affiliates........................................95

       7.10                Sales and Lease-Backs................................................................96

       7.11                Conduct of Business..................................................................96

       7.12                Amendments of Documents Relating to Subordinated Indebtedness........................96

       7.13                Fiscal Year..........................................................................97


Section 8.                 EVENTS OF DEFAULT....................................................................97

       8.1                 Failure to Make Payments When Due....................................................97

       8.2                 Default in Other Agreements..........................................................97

       8.3                 Breach of Certain Covenants..........................................................97

       8.4                 Breach of Warranty...................................................................98

       8.5                 Other Defaults Under Loan Documents..................................................98

       8.6                 Involuntary Bankruptcy; Appointment of Receiver, etc.................................98

       8.7                 Voluntary Bankruptcy; Appointment of Receiver, etc...................................98

       8.8                 Judgments and Attachments............................................................99

       8.9                 Dissolution..........................................................................99

       8.10                Employee Benefit Plans...............................................................99

       8.11                Change in Control....................................................................99


                                         iii

<PAGE>

       8.12                Invalidity of Subsidiary Guaranty; Failure of Security; Repudiation of
                           Obligations..........................................................................99


Section 9.                 SYNDICATION AGENT AND ADMINISTRATIVE AGENT..........................................101

       9.1                 Appointment.........................................................................101

       9.2                 Powers and Duties; General Immunity.................................................101

       9.3                 Independent Investigation by Lenders; No Responsibility For Appraisal of
                           Creditworthiness....................................................................103

       9.4                 Right to Indemnity..................................................................103

       9.5                 Successor Agents and Swing Line Lender..............................................103

       9.6                 Duties of Other Agents..............................................................104

       9.7                 Administrative Agent May File Proofs of Claim.......................................105


Section 10.                COLLATERAL AGENT....................................................................105

       10.1                Acceptance of Agency................................................................105

       10.2                Duties of Collateral Agent..........................................................106

       10.3                Exculpatory Provisions..............................................................107

       10.4                Delegation of Duties................................................................107

       10.5                Reliance by Collateral Agent........................................................108

       10.6                Resignation and Removal of Collateral Agent.........................................108

       10.7                Merger of Collateral Agent..........................................................109

       10.8                Co-Agent; Separate Agent; Trustee...................................................109

       10.9                Release of Collateral...............................................................111

       10.10               Joint Creditorship (for purposes of Dutch law)......................................111


Section 11.                MISCELLANEOUS.......................................................................111

       11.1                Successors and Assigns; Assignments and Participations in Loans and Letters of
                           Credit..............................................................................111

       11.2                Expenses............................................................................114

       11.3                Indemnity...........................................................................115

       11.4                Set-Off; Security Interest in Deposit Accounts......................................116

       11.5                Ratable Sharing.....................................................................116

       11.6                Amendments and Waivers..............................................................117

       11.7                Independence of Covenants...........................................................118


                                         iv

<PAGE>

       11.8                Notices.............................................................................119

       11.9                Survival of Representations, Warranties and Agreements..............................119

       11.10               Failure or Indulgence Not Waiver; Remedies Cumulative...............................119

       11.11               Marshalling; Payments Set Aside.....................................................119

       11.12               Severability........................................................................120

       11.13               Obligations Several; Independent Nature of Lenders' Rights..........................120

       11.14               Headings............................................................................120

       11.15               Applicable Law......................................................................120

       11.16               Construction of Agreement...........................................................120

       11.17               Consent to Jurisdiction and Service of Process......................................121

       11.18               Waiver of Jury Trial................................................................121

       11.19               Confidentiality.....................................................................122

       11.20               Counterparts; Effectiveness.........................................................122

</TABLE>


                                         v

<PAGE>



                                    EXHIBITS

<TABLE>

<S>                            <C>
                  I            FORM OF NOTICE OF BORROWING*

                  II           FORM OF NOTICE OF CONVERSION/CONTINUATION*

                  III          FORM OF REQUEST FOR ISSUANCE*

                  IV           FORM OF REVOLVING NOTE*

                  IV-A         FORM OF TERM NOTE (evidencing Acquisition Term Loans)

                  V            FORM OF SWING LINE NOTE*

                  VI           FORM OF COMPLIANCE CERTIFICATE

                  VII-A        FORM OF OPINION OF COMPANY COUNSEL*

                  VII-B        FORM OF OPINION OF GENERAL COUNSEL*

                  VIII         FORM OF OPINION OF O'MELVENY & MYERS LLP*

                  IX           FORM OF ASSIGNMENT AGREEMENT*

                  X            FORM OF SUBSIDIARY GUARANTY*

                  XI           FORM OF SECURITY AGREEMENT*

                  XII          FORM OF MORTGAGE*

                  XIII         FORM OF SELLER NOTE*

</TABLE>

                  *See Exhibits to Original Credit Agreement


                                         vi

<PAGE>



                                    SCHEDULES

<TABLE>

<S>                        <C>
                  2.1      LENDERS' COMMITMENTS AND PRO RATA SHARES

                  4.1K     CLOSING DATE MORTGAGED PROPERTIES

                  5.1      SUBSIDIARIES OF COMPANY

                  5.5B     REAL PROPERTY

                  5.5C     INTELLECTUAL PROPERTY

                  5.6      LITIGATION

                  5.13     ENVIRONMENTAL MATTERS

                  6.7      POST CLOSING ENVIRONMENTAL REPORTS

                  7.1      CERTAIN EXISTING INDEBTEDNESS

                  7.2      CERTAIN EXISTING LIENS

                  7.3      CERTAIN EXISTING INVESTMENTS

                  7.4      CERTAIN EXISTING CONTINGENT OBLIGATIONS

                  7.9      TRANSACTIONS WITH AFFILIATES

                  11.8     NOTICE ADDRESSES

</TABLE>

                                         vii