<PAGE>










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




                                CREDIT AGREEMENT
                                        
                                        
                                      among
                                        
                                        
                               SITEL CORPORATION,
                                        
                                        
                                 VARIOUS BANKS,
                                        
                        FIRST BANK NATIONAL ASSOCIATION,
                              as SYNDICATION AGENT,
                                        
                                        
                           FIRST UNION NATIONAL BANK,
                             as DOCUMENTATION AGENT,
                                        
                                        
                                       and
                                        
                                        
                             BANKERS TRUST COMPANY,
                                    as AGENT
                                        
                                        
                       __________________________________
                                        
                                        
                           Dated as of  July 24, 1997
                                        
                       __________________________________
                                        
                                        
           ==========================================================
                                        

<PAGE>
                                TABLE OF CONTENTS


                                                                           Page
                                                                           _____
        1.01  The Commitments                                                  5
        1.03  Notice of Borrowing                                              7
        1.05  Notes                                                            9
        1.06  Conversions                                                     10
        1.07  Pro Rata Borrowings                                             10
        1.08  Interest                                                        10
        1.09  Interest Periods                                                11
        1.10  Increased Costs, Illegality, etc.                               12
        1.11  Compensation                                                    13
        1.12  Change of Lending Office                                        14
        1.13  Replacement of Banks                                            14


2.  Letters of Credit                                                         15
        2.01  Letters of Credit                                               15
        2.02  Maximum Letter of Credit Outstandings; Final Maturities         16
        2.03  Letter of Credit Requests; Minimum Stated Amount                16
        2.04  Letter of Credit Participations                                 17
        2.05  Agreement to Repay Letter of Credit Drawings                    19
        2.06  Increased Costs                                                 20


3.  Commitment Commission; Fees; Reductions of Commitment                     20
        3.01  Fees                                                            20
        3.02  Voluntary Termination of Unutilized Commitments                 21
        3.03  Mandatory Reduction of Commitments                              21


4.  Prepayments; Payments; Taxes                                              23
        4.01  Voluntary Prepayments                                           23
        4.02  Mandatory Repayments                                            23
        4.03  Method and Place of Payment                                     24
        4.04  Net Payments                                                    25


5.  Conditions Precedent to the Effective Date                                26
        5.02  Officer's Certificate                                           27
        5.04  Corporate Documents; Proceedings; etc.                          27
        5.05  Tax Sharing Agreements.                                         27
        5.06  Refinancing                                                     27
        5.07  Adverse Change, etc.                                            28
        5.08  Litigation                                                      28
        5.10  Subsidiaries Guaranty                                           28
        5.11  Financial Statements; Pro Forma Balance Sheet; Projections      28
        5.12  Solvency Certificate                                            29
        5.13  Fees, etc.                                                      29


6.  Conditions Precedent to All Credit Events                                 29
        0.01  Effective Date                                                  29
        0.02  No Default; Representations and Warranties                      29
        0.03  Notice of Borrowing; Letter of Credit Request                   29


1.  Representations, Warranties and Agreements                                30
        1.01  Corporate Status                                                30
        1.02  Corporate and Other Power and Authority                         30
        1.03  No Violation                                                    30
        1.04  Approvals                                                       31
        1.05  Financial Statements; Financial Condition; Undisclosed
              Liabilities; Projections; etc.                                  31
        1.06  Litigation                                                      32
        1.07  True and Complete Disclosure                                    32
        1.08  Use of Proceeds; Margin Regulations                             32
        1.09  Tax Returns and Payments                                        33
        0.1  Compliance with ERISA                                            33
        0.2  The Pledge Agreement                                             34
        0.3  Properties                                                       34
        0.4  Capitalization                                                   35
        0.5  Subsidiaries                                                     35
        0.6  Compliance with Statutes, etc.                                   35
        0.7  Investment Company Act                                           35
        0.8  Public Utility Holding Company Act                               35
        0.9  Environmental Matters                                            35
        0.10  Labor Relations                                                 36
        0.11  Patents, Licenses, Franchises and Formulas                      36
        0.12  Indebtedness                                                    37


1.  Affirmative Covenants                                                     37
        0.01  Information Covenants                                           37
              (a)  Quarterly Financial Statements                             37
              (b)  Annual Financial Statements                                37
              (c)  Management Letters                                         37
              (d)  Budgets.                                                   38
              (e)  Officer's Certificates                                     38
              (f)  Notice of Default or Litigation                            38
              (g)  Other Reports and Filings                                  38
              (h)  Environmental Matters                                      38
              (i)  Annual Meetings with Banks                                 39
              (j)  Other Information                                          39
        0.02  Books, Records and Inspections                                  39
        0.03  Maintenance of Property; Insurance                              40
        0.04  Corporate Franchises                                            40
        0.05  Compliance with Statutes, etc.                                  40
        0.06  Compliance with Environmental Laws                              40
        0.07  ERISA                                                           41
        0.08  End of Fiscal Years; Fiscal Quarters                            42
        0.09  Performance of Obligations                                      42
        0.1  Payment of Taxes                                                 42


1.  Negative Covenants                                                        43
        0.01  Liens                                                           43
        0.02  Consolidation, Merger, Purchase or Sale of Assets, etc.         45
        0.03  Dividends                                                       47
        0.04  Indebtedness                                                    47
        0.05  Advances, Investments and Loans                                 48
        0.06  Transactions with Affiliates                                    50
        0.07  Capital Expenditures                                            50
        0.08  Consolidated Interest Coverage Ratio                            51
        9.09  Maximum Leverage Ratio                                          53
        9.10  Minimum Consolidated EBITDA                                     54
        9.11  Limitation on Modifications of Certificate of
              Incorporation and By-Laws.                                      54
        9.12  Limitation on Certain Restrictions on Subsidiaries              54
        9.13  Limitation on Issuance of Capital Stock                         54
        9.14  Business                                                        55
        9.15  Limitation on Creation of Subsidiaries                          55


10.  Events of Default                                                        55
        0.01  Payments                                                        55
        0.02  Representations, etc.                                           55
        0.03  Covenants                                                       55
        0.04  Default Under Other Agreements                                  56
        0.05  Bankruptcy, etc.                                                56
        0.06  ERISA                                                           56
        0.07  Pledge Agreement.                                               57
        0.08  Subsidiaries Guaranty                                           57
        0.09  Judgments                                                       57
        0.1  Change of Control                                                58


1.  Definitions and Accounting Terms                                          58
        0.01  Defined Terms                                                   58


1.  The Agent                                                                 74
        1.01  Appointment                                                     74
        1.02  Nature of Duties                                                74
        1.03  Lack of Reliance on the Agent                                   74
        1.04  Certain Rights of the Agent                                     74
        1.05  Reliance                                                        75
        1.06  Indemnification                                                 75
        1.07  The Agent in its Individual Capacity                            75
        1.08  Holders                                                         75
        1.09  Resignation by the Agent                                        76
        0.1  Syndication Agent and Documentation Agent.                       76


1.  Miscellaneous                                                             76
        1.1  Payment of Expenses, etc.                                        76
        1.2  Right of Setoff                                                  77
        1.3  Notices                                                          77
        1.4  Benefit of Agreement; Assignments; Participations                78
        1.5  No Waiver; Remedies Cumulative                                   79
        1.6  Payments Pro Rata                                                80
        1.7  Calculations; Computations; Accounting Terms                     80
        1.8  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
              JURY TRIAL                                                      81
        1.9  Counterparts                                                     81
        0.1  Effectiveness                                                    82
        0.2  Headings Descriptive                                             82
        0.3  Amendment or Waiver; etc.                                        82
        0.4  Survival                                                         83
        0.5  Domicile of Loans                                                83
        0.6  Register                                                         84
        0.7  Confidentiality                                                  84
        0.8  Judgment Currency                                                85
        0.9  Certain Post-Closing Actions                                     85
        

SCHEDULE I       Commitments
SCHEDULE II      Bank Addresses
SCHEDULE III     Subsidiaries
SCHEDULE IV      Existing Indebtedness
SCHEDULE V       Existing Liens
SCHEDULE VI      Sale/Leaseback Properties
SCHEDULE VII     Existing Investments
SCHEDULE VIII    Indebtedness to be Refinanced
SCHEDULE IX      Projections[Referance to this schedule is in error.  
                 The Credit Agreement did not have a Schedule IX.]
SCHEDULE X       Existing Letters of Credit


EXHIBIT A        Notice of Borrowing
EXHIBIT B-1      Revolving Note
EXHIBIT B-2      Swingline Note
EXHIBIT C        Letter of Credit Request
EXHIBIT D        Section 4.04(b)(ii) Certificate
EXHIBIT E-1      Opinion of Abrahams Kaslow & Cassman,
                 Special Counsel to the Credit Parties
EXHIBIT E-2      Opinion of the Corporate Counsel of
                 the Borrower
EXHIBIT F        Officers' Certificate
EXHIBIT G        Pledge Agreement
EXHIBIT H        Subsidiaries Guaranty
EXHIBIT I        Solvency Certificate
EXHIBIT J        Assignment and Assumption Agreement
EXHIBIT K        Intercompany Note
<PAGE>
          CREDIT AGREEMENT, dated as of July 24, 1997, among SITEL CORPORATION,
a Minnesota corporation (the "Borrower"), the Banks party hereto from time to
time, FIRST BANK NATIONAL ASSOCIATION, as Syndication Agent, FIRST UNION
NATIONAL BANK, as Documentation Agent, and BANKERS TRUST COMPANY, as Agent (all
capitalized terms used herein and defined in Section 11 are used herein as
therein defined).


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

          WHEREAS, subject to and upon the terms and conditions set forth
herein, the Banks are willing to make available to the Borrower the respective
credit facilities provided for herein;


          NOW, THEREFORE, IT IS AGREED:

<PAGE>
                  SECTION  1.  AMOUNT AND TERMS OF

                1.01  THE COMMITMENTS .  (a)  Subject to and upon the terms and
conditions set forth herein, each Bank severally agrees to make, at any time and
from time to time on and after the Effective Date and prior to the Final
Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall, at the option of the Borrower, be incurred and maintained as, and/or
converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that (A) except as
otherwise specifically provided in Section 1.10(b), all Revolving Loans
comprising the same Borrowing shall at all times be of the same Type and (B) no
Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be
incurred prior to the Syndication Date, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed for any Bank at
any time outstanding that aggregate principal amount which, when added to the
product of (x) such Bank's RL Percentage and (y) the sum of (I) the aggregate
amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
are repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) at such time, (II) the aggregate
principal amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) then outstanding and (III) the
aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in
excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign
Subsidiary Third Party Borrowings incurred in a currency other than Dollars)
then outstanding, equals the Revolving Loan Commitment of such Bank at such time
and (iv) shall not exceed for all Banks at any time outstanding that aggregate
principal amount which, when added to the sum of (I) the aggregate amount of all
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time, (II) the aggregate principal amount
of all Swingline Loans (exclusive of Swingline Loans which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding and (III) the aggregate
principal amount of all Foreign Subsidiary Third Party Borrowings in excess of
$15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary
Third Party Borrowings incurred in a currency other than Dollars) then
outstanding, equals the Total Revolving Loan Commitment at such time.

          (b)  Subject to and upon the terms and conditions set forth herein,
the Swingline Bank agrees to make, at any time and from time to time on and
after the Effective Date and prior to the Swingline Expiry Date, a revolving
loan or revolving loans (each a "Swingline Loan" and, collectively, the
"Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and
maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance
with the provisions hereof, (iii) shall not exceed in aggregate principal amount
at any time outstanding, when combined with the sum of (I) the aggregate
principal amount of all Revolving Loans then outstanding, (II) the aggregate
principal amount of all Foreign Subsidiary Third Party Borrowings in excess of
$15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary
Third Party Borrowings incurred in a currency other than Dollars) then
outstanding and (III) the aggregate amount of all Letter of Credit Outstandings
at such time, an amount equal to the Total Revolving Loan Commitment at such
time, and (iv) shall not exceed in aggregate principal amount at any time
outstanding the Maximum Swingline Amount.  Notwithstanding anything to the
contrary contained in this Section 1.01(b), (x) the Swingline Bank shall not be
obligated to make any Swingline Loans at a time when a Bank Default exists
unless the Swingline Bank has entered into arrangements satisfactory to it and
the Borrower to eliminate the Swingline Bank's risk with respect to the
Defaulting Bank's or Banks' participation in such Swingline Loans, including by
cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the
outstanding Swingline Loans and (y) the Swingline Bank shall not make any
Swingline Loan after it has received written notice from the Borrower or the
Required Banks stating that a Default or an Event of Default exists and is con
tinuing until such time as the Swingline Bank shall have received written notice
(I) of rescission of all such notices from the party or parties originally
delivering such notice or (II) of the waiver of such Default or Event of Default
by the Required Banks.

          (c)  On any Business Day, the Swingline Bank may, in its sole dis
cretion, give notice to the Banks that the Swingline Bank's outstanding
Swingline Loans shall be funded with one or more Borrowings of Revolving Loans
(PROVIDED that such notice shall be deemed to have been automatically given upon
the occurrence of a Default or an Event of Default under Section 10.05 or upon
the exercise of any of the remedies provided in the last paragraph of Section
10), in which case one or more Borrowings of Revolving Loans constituting Base
Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the
immediately succeeding Business Day by all Banks PRO RATA based on each Bank's
RL Percentage (determined before giving effect to any termination of the
Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the
proceeds thereof shall be applied directly by the Swingline Bank to repay the
Swingline Bank for such outstanding Swingline Loans.  Each Bank hereby irre
vocably agrees to make Revolving Loans upon one Business Day's notice pursuant
to each Mandatory Borrowing in the amount and in the manner specified in the
preceding sentence and on the date specified in writing by the Swingline Bank
notwithstanding (i) the amount of the Mandatory Borrowing may not comply with
the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any
conditions specified in Section 6 are then satisfied, (iii) whether a Default or
an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v)
the amount of the Total Revolving Loan Commitment at such time and (vi) the
aggregate principal amount of all Foreign Subsidiary Third Party Borrowings
outstanding at such time.  In the event that any Mandatory Borrowing cannot for
any reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Borrower), then each Bank hereby agrees that it shall
forthwith purchase (as of the date the Mandatory Borrowing would otherwise have
occurred, but adjusted for any payments received from the Borrower on or after
such date and prior to such purchase) from the Swingline Bank such participa
tions in the outstanding Swingline Loans as shall be necessary to cause the
Banks to share in such Swingline Loans ratably based upon their respective RL
Percentages (determined before giving effect to any termination of the Revolving
Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that
(x) all interest payable on the Swingline Loans shall be for the account of the
Swingline Bank until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased
participation, shall be payable to the participant from and after such date and
(y) at the time any purchase of participations pursuant to this sentence is actu
ally made, the purchasing Bank shall be required to pay the Swingline Bank
interest on the principal amount of participation purchased for each day from
and including the day upon which the Mandatory Borrowing would otherwise have
occurred to but excluding the date of payment for such participation, at the
overnight Federal Funds Rate for the first three days and at the rate otherwise
applicable to Revolving Loans maintained as Base Rate Loans hereunder for each
day thereafter.

           1.02  MINIMUM AMOUNT OF EACH BORROWING. The aggregate principal
amount of each Borrowing of Revolving Loans or Swingline Loans shall not be less
than the Minimum Borrowing Amount applicable thereto.  More than one Borrowing
may occur on the same date, but at no time shall there be outstanding more than
ten Borrowings of Eurodollar Loans.

           1.03  NOTICE OF BORROWING.  (a)  Whenever the Borrower desires to
incur (x) Eurodollar Loans hereunder, the Borrower shall give the Agent at the
Notice Office at least three Business Days' prior notice of each Eurodollar Loan
to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline
Loans), the Borrower shall give the Agent at the Notice Office at least one
Business Day's prior notice of each Base Rate Loan to be incurred hereunder,
PROVIDED that (in each case) any such notice shall be deemed to have been given
on a certain day only if given before 11:00 A.M. (New York time) on such day.
Each such notice (each a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be given by the
Borrower in writing, or by telephone promptly confirmed in writing, in the form
of Exhibit A, appropriately completed to specify the aggregate principal amount
of the Revolving Loans to be incurred pursuant to such Borrowing, the date of
such Borrowing (which shall be a Business Day), whether the Revolving Loans
being incurred pursuant to such Borrowing are to be initially maintained as Base
Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if
Eurodollar Loans, the initial Interest Period to be applicable thereto, and the
aggregate principal amount of all Foreign Subsidiary Third Party Borrowings then
outstanding.  The Agent shall promptly give each Bank notice of such proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

          (b)(i)  Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give the Swingline Bank no later than 2:00 P.M.
(New York time) on the date that a Swingline Loan is to be incurred hereunder,
written notice or telephonic notice promptly confirmed in writing of each
Swingline Loan to be incurred hereunder.  Each such notice shall be irrevocable
and specify in each case (A) the date of Borrowing (which shall be a Business
Day), (B) the aggregate principal amount of the Swingline Loans to be incurred
pursuant to such Borrowing and (C) the aggregate principal amount of all Foreign
Subsidiary Third Party Borrowings then outstanding.

          (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(c).

          (c)  Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing or prepayment of
Loans, the Agent or the Swingline Bank, as the case may be, may act without
liability upon the basis of telephonic notice of such Borrowing or prepayment,
as the case may be, believed by the Agent or the Swingline Bank, as the case may
be, in good faith to be from the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, the Treasurer or any
Assistant Treasurer of the Borrower, or from any other authorized officer of the
Borrower designated in writing by any of the foregoing officers of the Borrower
to the Agent as being authorized to give such notices, prior to receipt of
written confirmation.  In each such case, the Borrower hereby waives the right
to dispute the Agent's or Swingline Bank's record of the terms of such
telephonic notice of such Borrowing or prepayment of Loans, as the case may be,
absent manifest error.

           1.04  DISBURSEMENT OF FUNDS.  No later than 12:00 Noon (New York
time)  on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, no later than 3:00 P.M. (New York time) on the date specified
pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no
later than 1:00 P.M. (New York time) on the date specified in Section 1.01(c)),
each Bank will make available its PRO RATA portion (determined in accordance
with Section 1.07) of each such Borrowing requested to be made on such date (or
in the case of Swingline Loans, the Swingline Bank will make available the full
amount thereof).  All such amounts will be made available in Dollars and in im
mediately available funds at the Payment Office, and the Agent will make
available to the Borrower at the Payment Office the aggregate of the amounts so
made available by the Banks.  Unless the Agent shall have been notified by any
Bank prior to the date of Borrowing that such Bank does not intend to make
available to the Agent such Bank's portion of any Borrowing to be made on such
date, the Agent may assume that such Bank has made such amount available to the
Agent on such date of Borrowing and the Agent may (but shall not be obligated
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount.  If such corresponding amount is not in fact made
available to the Agent by such Bank, the Agent shall be entitled to recover such
corresponding amount on demand from such Bank.  If such Bank does not pay such
corresponding amount forthwith upon the Agent's demand therefor, the Agent shall
promptly notify the Borrower and the Borrower shall immediately pay such corre
sponding amount to the Agent.  The Agent also shall be entitled to recover on de
mand from such Bank or the Borrower, as the case may be, interest on such corre
sponding amount in respect of each day from the date such corresponding amount
was made available by the Agent to the Borrower until the date such cor
responding amount is recovered by the Agent, at a rate per annum equal to (i) if
recovered from such Bank, at the overnight Federal Funds Rate and (ii) if
recovered from the Borrower, the rate of interest applicable to the respective
Borrowing, as determined pursuant to Section 1.08.  Nothing in this Section 1.04
shall be deemed to relieve any Bank from its obligation to make Loans hereunder
or to prejudice any rights which the Borrower may have against any Bank as a
result of any failure by such Bank to make Loans hereunder.

           1.05  NOTES .  (a)  The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Bank shall be evidenced (i) if
Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1, with blanks appropriately
completed in conformity herewith (each a "Revolving Note" and, collectively, the
"Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-2,
with blanks appropriately completed in conformity herewith (the "Swingline
Note").

          (b)  The Revolving Note issued to each Bank shall (i) be executed by
the Borrower, (ii) be payable to such Bank or its registered assigns and be
dated the Effective Date (or, if issued after the Effective Date, be dated the
date of the issuance thereof), (iii) be in a stated principal amount equal to
the Revolving Loan Commitment of such Bank (or, if issued after the termination
thereof, be in a stated principal amount equal to the outstanding Revolving
Loans of such Bank at such time) and be payable in the outstanding principal
amount of the Revolving Loans evidenced thereby, (iv) mature on the Final
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii)
be entitled to the benefits of this Agreement and the other Credit Documents.

          (c)  The Swingline Note issued to the Swingline Bank shall (i) be
executed by the Borrower, (ii) be payable to the Swingline Bank or its
registered assigns and be dated the Effective Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of the Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in Sec
tion 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (d)  Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby.  Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.

           1.06  CONVERSIONS .  The Borrower shall have the option to convert,
on any Business Day occurring after the Syndication Date, all or a portion equal
to at least the Minimum Borrowing Amount of the outstanding principal amount of
Revolving Loans made pursuant to one or more Borrowings of one or more Types of
Revolving Loans into a Borrowing of another Type of Revolving Loan, PROVIDED
that, (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may
be converted into Base Rate Loans only on the last day of an Interest Period
applicable to the Revolving Loans being converted and no such partial conversion
of Eurodollar Loans shall reduce the outstanding principal amount of such
Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum
Borrowing Amount applicable thereto, (ii) Base Rate Loans may only be converted
into Eurodollar Loans if no Default or Event of Default is in existence on the
date of such conversion, and (iii) no conversion pursuant to this Section 1.06
shall result in a greater number of Borrowings of Eurodollar Loans than is per
mitted under Section 1.02.  Each such conversion shall be effected by the
Borrower by giving the Agent at the Notice Office prior to 11:00 A.M. (New York
time) at least three Business Days' prior notice (each a "Notice of Conversion")
specifying the Revolving Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Loans were made and, if to be converted into Eurodollar
Loans, the Interest Period to be initially applicable thereto.  The Agent shall
give each Bank prompt notice of any such proposed conversion affecting any of
its Revolving Loans.  Upon any such conversion the proceeds thereof will be
deemed to be applied directly on the day of such conversion to prepay the
outstanding principal amount of the Revolving Loans being converted.  Swingline
Loans may not be converted pursuant to this Section 1.06.

           1.07  PRO RATA BORROWINGS .  All Borrowings of Revolving Loans under
this Agreement shall be incurred from the Banks PRO RATA on the basis of their
Revolving Loan Commitments.  It is understood that no Bank shall be responsible
for any default by any other Bank of its obligation to make Revolving Loans
hereunder and that each Bank shall be obligated to make the Revolving Loans
provided to be made by it hereunder, regardless of the failure of any other Bank
to make its Revolving Loans hereunder.

           1.08  INTEREST .  (a)  The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date of Borrowing
thereof until the maturity thereof (whether by acceleration or otherwise) at a
rate per annum which shall be equal to the Base Rate in effect from time to
time.

          (b)  The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of Borrowing thereof
until the maturity thereof (whether by acceleration or otherwise) at a rate per
annum which shall, during each Interest Period applicable thereto, be equal to
the sum of the Applicable Eurodollar Rate Margin plus the Eurodollar Rate for
such Interest Period.

          (c)  Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the greater of
(x) the rate which is 2% in excess of the rate then borne by such Loans and (y)
the rate which is 2% in excess of the rate otherwise applicable to Base Rate
Loans from time to time.  Interest which accrues under this Section 1.08(c)
shall be payable on demand.

          (d)  Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment
Date, (ii) in respect of each Eurodollar Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, on any repayment
or prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

          (e)  Upon each Interest Determination Date, the Agent shall determine
the Eurodollar Rate for each Interest Period applicable to Eurodollar Loans and
shall promptly notify the Borrower and the Banks thereof.  Each such deter
mination shall, absent manifest error, be final and conclusive and binding on
all parties hereto.

           1.09  INTEREST PERIODS .  At the time the Borrower gives any Notice
of Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or on the third Business Day prior to the expiration of an Interest
Period applicable to such Eurodollar Loan (in the case of any subsequent
Interest Period), the Borrower shall have the right to elect, by giving the
Agent notice thereof, the interest period (each an "Interest Period") applicable
to such Eurodollar Loan, which Interest Period shall, at the option of the
Borrower, be a one, two, three or six-month period, PROVIDED that:

        (i)    all Eurodollar Loans comprising a Borrowing shall at all times
     have the same Interest Period;

       (ii)    the initial Interest Period for any Eurodollar Loan shall
     commence on the date of Borrowing of such Eurodollar Loan (including the
     date of any conversion thereto from a Base Rate) and each Interest Period
     occurring thereafter in respect of such Eurodollar Loan shall commence on
     the day on which the next preceding Interest Period applicable thereto
     expires;

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

       (iv)    if any Interest Period for a Eurodollar Loan would otherwise
     expire on a day which is not a Business Day, such Interest Period shall
     expire on the next succeeding Business Day; PROVIDED, HOWEVER, that if any
     Interest Period for a Eurodollar Loan would otherwise expire on a day which
     is not a Business Day but 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;

        (v)    no Interest Period may be selected at any time when a Default or
     an Event of Default is then in existence; and

       (vi)    no Interest Period in respect of any Borrowing of Eurodollar
     Loans shall be selected which extends beyond the Final Maturity Date.

           If upon the expiration of any Interest Period applicable to a Bor
rowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

           1.10  INCREASED COSTS, ILLEGALITY, ETC.  (a)  In the event that any
Bank shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Agent):

        (i)    on any Interest Determination Date that, by reason of any changes
     arising after the date of this Agreement affecting the interbank Eurodollar
     market, adequate and fair means do not exist for ascertaining the
     applicable interest rate on the basis provided for in the definition of
     Eurodollar Rate; or

       (ii)    at any time, that such Bank shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Eurodollar Loan because of (x) any change since the date of this Agree
     ment in any applicable law or governmental rule, regulation, order,
     guideline or request (whether or not having the force of law) or in the
     interpretation or administration thereof and including the introduction of
     any new law or governmental rule, regulation, order, guideline or request,
     such as, for example, but not limited to:  (A) a change in the basis of
     taxation of payment to any Bank of the principal of or interest on the
     Notes or any other amounts payable hereunder (except for changes in the
     rate of tax on, or determined by reference to, the net income or profits of
     such Bank pursuant to the laws of the jurisdiction in which it is organized
     or in which its principal office or applicable lending office is located or
     any subdivision thereof or therein) or (B) a change in official reserve
     requirements, but, in all events, excluding reserves required under
     Regulation D to the extent included in the computation of the Eurodollar
     Rate and/or (y) other circumstances since the date of this Agreement
     affecting such Bank, the interbank Eurodollar market or the position of
     such Bank in such market; or

      (iii)    at any time, that the making or continuance of any Eurodollar
     Loan has been made (x) unlawful by any law or governmental rule, regulation
     or order, (y) impossible by compliance by any Bank in good faith with any
     governmental request (whether or not having force of law) or (z)
     impracticable as a result of a contingency occurring after the date of this
     Agreement which materially and adversely affects the interbank Eurodollar
     market;

then, and in any such event, such Bank (or the Agent, in the case of clause (i)
above) shall promptly give notice (by telephone promptly confirmed in writing)
to the Borrower and, except in the case of clause (i) above, to the Agent of
such determination (which notice the Agent shall promptly transmit to each of
the other Banks).  Thereafter (x) in the case of clause (i) above, Eurodollar
Loans shall no longer be available until such time as the Agent notifies the
Borrower and the Banks that the circumstances giving rise to such notice by the
Agent no longer exist, and any Notice of Borrowing or Notice of Conversion given
by the Borrower with respect to Eurodollar Loans which have not yet been
incurred (including by way of conversion) shall be deemed rescinded by the Bor
rower, (y) in the case of clause (ii) above, the Borrower shall pay to such
Bank, upon such Bank's written request therefor, such additional amounts (in the
form of an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Bank, showing in reasonable detail the basis for the
calculation thereof, submitted to the Borrower by such Bank shall, absent
manifest error, be final and conclusive and binding on all the parties hereto)
and (z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Section 1.10(b) as promptly as possible and, in any event,
within the time period required by law.

          (b)  At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) the Borrower shall) either (x) if the affected Eurodollar
Loan is then being made initially or pursuant to a conversion, cancel such
Borrowing by giving the Agent telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the affected Bank or the Agent
pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan
is then outstanding, upon at least three Business Days' written notice to the
Agent, require the affected Bank to convert such Eurodollar Loan into a Base
Rate Loan, PROVIDED that, if more than one Bank is affected at any time, then
all affected Banks must be treated the same pursuant to this Section 1.10(b).

          (c)  If any Bank determines that after the date of this Agreement the
introduction of or any change in any applicable law or governmental rule, regula
tion, order, guideline, directive or request (whether or not having the force of
law) concerning capital adequacy, or any change in interpretation or admin
istration thereof by the NAIC or any governmental authority, central bank or
comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Bank or any corporation
controlling such Bank based on the existence of such Bank's Revolving Loan
Commitment hereunder or its obligations hereunder, then the Borrower shall pay
to such Bank, upon its written demand therefor, such additional amounts as shall
be required to compensate such Bank or such other corporation for the increased
cost to such Bank or such other corporation or the reduction in the rate of
return to such Bank or such other corporation as a result of such increase of
capital.  In determining such additional amounts, each Bank will act reasonably
and in good faith and will use averaging and attribution methods which are
reasonable, PROVIDED that such Bank's determination of compensation owing under
this Section 1.10(c) shall, absent manifest error, be final and conclusive and
binding on all the parties hereto.  Each Bank, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower, which notice shall show in
reasonable detail the basis for calculation of such additional amounts.

          1.11  COMPENSATION .  The Borrower shall compensate each Bank, upon
its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its Eurodollar Loans but excluding loss of
anticipated profits) which such Bank may sustain:  (i) if for any reason (other
than a default by such Bank or the Agent) a Borrowing of, or conversion from or
into, Eurodollar Loans does not occur on a date specified therefor in a Notice
of Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower
or deemed withdrawn pursuant to Section 1.10(a)); (ii) if any repayment
(including any repayment made pursuant to Section 4.01, Section 4.02 or as a
result of an acceleration of the Loans pursuant to Section 10) or conversion of
any of its Eurodollar Loans occurs on a date which is not the last day of an
Interest Period with respect thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Loans when required by the terms of this Agreement or any
Note held by such Bank or (y) any election made pursuant to Section 1.10(b).

          1.12  CHANGE OF LENDING OFFICE.  Each Bank agrees that upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such Bank,
it will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Bank) to designate another lending office
for any Loans or Letters of Credit affected by such event, PROVIDED that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section.  Nothing
in this Section 1.12 shall affect or postpone any of the obligations of the
Borrower or the right of any Bank provided in Sections 1.10, 2.06 and 4.04.

          1.13  REPLACEMENT OF.  (x)  If any Bank becomes a Defaulting Bank or
otherwise defaults in its obligations to make Loans, (y) upon the occurrence of
an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in
such Bank charging to the Borrower increased costs in excess of those being
generally charged by the other Banks or (z) in the case of a refusal by a Bank
to consent to certain proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Banks as (and
to the extent) provided in Section 13.12(b), the Borrower shall have the right,
if no Default or Event of Default then exists (or, in the case of preceding
clause (z), no Default or Event of Default will exist immediately after giving
effect to such replacement), to replace such Bank (the "Replaced Bank") with one
or more other Eligible Transferees, none of whom shall constitute a Defaulting
Bank at the time of such replacement (collectively, the "Replacement Bank") and
each of whom shall be required to be reasonably acceptable to the Agent,
PROVIDED that (i) at the time of any replacement pursuant to this Section 1.13,
the Replacement Bank shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to
said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the
Replacement Bank shall acquire the entire Revolving Loan Commitment and
outstanding Revolving Loans of, and participations in Letters of Credit by, the
Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank
in respect thereof an amount equal to the sum of (I) an amount equal to the
principal of, and all accrued interest on, all outstanding Revolving Loans of
the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Bank, together with all then
unpaid interest with respect thereto at such time and (III) an amount equal to
all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to
Section 3.01, (y) each Issuing Bank an amount equal to such Replaced Bank's RL
Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing)
to the extent such amount was not theretofore funded by such Replaced Bank to
such Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced
Bank's RL Percentage of any Mandatory Borrowings to the extent such amount was
not theretofore funded by such Replaced Bank to the Swingline Bank and (ii) all
obligations of the Borrower due and owing to the Replaced Bank at such time
(other than those specifically described in clause (i) above in respect of which
the assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Bank concurrently with such replacement.  Upon the
execution of the respective Assignment and Assumption Agreement, the payment of
amounts referred to in clauses (i) and (ii) above and, if so requested by the
Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving
Note executed by the Borrower, the Replacement Bank shall become a Bank
hereunder and the Replaced Bank shall cease to constitute a Bank hereunder,
except with respect to indemnification provisions under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and
13.01), which shall survive as to such Replaced Bank.

          SECTION 2.  LETTERS OF CREDIT .

          2.01  LETTERS OF CREDIT.  (a)  Subject to and upon the terms and
conditions set forth herein, the Borrower may request that an Issuing Bank
issue, at any time and from time to time on and after the Effective Date and
prior to the 30th day prior to the Final Maturity Date, (x) for the account of
the Borrower and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations of
the Borrower or any of its Subsidiaries, an irrevocable standby letter of
credit, in a form customarily used by such Issuing Bank or in such other form as
has been approved by such Issuing Bank and (y) for the account of the Borrower
and for the benefit of sellers of goods to the Borrower or any of its
Subsidiaries, an irrevocable trade letter of credit, in a form customarily used
by such Issuing Bank or in such other form as has been approved by such Issuing
Bank (each such letter of credit issued pursuant to this Section 2.01, together
with each letter of credit described in the second succeeding sentence, a
"Letter of Credit").  All Letters of Credit shall be denominated in Dollars and
shall be issued on a sight basis only; PROVIDED, HOWEVER, with the consent of
the respective Issuing Bank, up to $10,000,000 of standby Letters of Credit in
the aggregate may be issued and outstanding at any time in Spanish Pesetas,
British Pounds Sterling, Deutsche Marks, Canadian Dollars and/or Australian
Dollars.  It is hereby acknowledged and agreed that each of the letters of
credit described in Schedule X (the "Existing Letters of Credit"), which were
issued by First Bank prior to the Effective Date and which remain outstanding on
such date, shall constitute a "Letter of Credit" for all purposes of this
Agreement and, not withstanding anything to the contrary contained in any prior
agreement between the Borrower and First Bank, shall be deemed issued (and shall
be subject to the rights provided for) under this Agreement on the Effective
Date.

          (b)  Subject to and upon the terms and conditions set forth herein,
each Issuing Bank agrees that it will, at any time and from time to time on and
after the Effective Date and prior to the 30th day prior to the Final Maturity
Date, following its receipt of the respective Letter of Credit Request, issue
for the account of the Borrower, one or more Letters of Credit as are permitted
to remain outstanding without giving rise to a Default or an Event of Default,
PROVIDED that no Issuing Bank shall be under any obligation to issue any Letter
of Credit of the types described above if at the time of such issuance:

          (i)  any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain such Issuing
     Bank from issuing such Letter of Credit or any requirement of law
     applicable to such Issuing Bank or any request or directive (whether or not
     having the force of law) from any governmental authority with jurisdiction
     over such Issuing Bank shall prohibit, or request that such Issuing Bank
     refrain from, the issuance of letters of credit generally or such Letter of
     Credit in particular or shall impose upon such Issuing Bank with respect to
     such Letter of Credit any restriction or reserve or capital requirement
     (for which such Issuing Bank is not otherwise compensated) not in effect on
     the date hereof, or any unreimbursed loss, cost or expense which was not
     applicable or in effect with respect to such Issuing Bank as of the date
     hereof and which such Issuing Bank reasonably and in good faith deems
     material to it; or

         (ii)  such Issuing Bank shall have received notice from the Borrower or
     the Required Banks prior to the issuance of such Letter of Credit of the
     type described in the second sentence of Section 2.03(b).

          (c)  Each Issuing Bank agrees to provide to the Agent by facsimile
promptly on the first Business Day of each week the daily aggregate Stated
Amount of all Letters of Credit issued by such Issuing Bank and outstanding
during the immediately preceding week.

          2.02  MAXIMUM LETTER OF CREDIT OUTSTANDINGS; FINAL MATURITIES.
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time would exceed either (x) $25,000,000 or (y) when added to the sum of
(I) the aggregate principal amount of all Revolving Loans then outstanding, (II)
the aggregate principal amount of all Swingline Loans then outstanding and (III)
the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings
in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of
Foreign Subsidiary Third Party Borrowings incurred in a currency other than
Dollars) then outstanding, an amount equal to the Total Revolving Loan
Commitment at such time and (ii) each Letter of Credit shall by its terms term
inate on or before the earlier of (x) (A) in the case of standby Letters of
Credit, the date which occurs 12 months after the date of the issuance thereof
(although any such standby Letter of Credit may be extendable for successive
periods of up to 12 months, but not beyond the third Business Day prior to the
Final Maturity Date, on terms acceptable to such Issuing Bank) and (B) in the
case of trade Letters of Credit, the date which occurs 180 days after the date
of the issuance thereof and (y) three Business Days (or 30 days in the case of a
trade Letter of Credit) prior to the Final Maturity Date.

          2.03  LETTER OF CREDIT REQUESTS; MINIMUM STATED AMOUNT.  (a)  Whenever
the Borrower desires that a Letter of Credit be issued for its account, the
Borrower shall give the Agent and the respective Issuing Bank at least five
Business Days' (or such shorter period as is acceptable to such Issuing Bank)
written notice thereof.  Each notice shall be in the form of Exhibit C (each a
"Letter of Credit Request").

          (b)  The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the Borrower that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
2.02.  Unless the respective Issuing Bank has received notice from the Borrower
or the Required Banks before it issues a Letter of Credit that one or more of
the conditions specified in Section 5 or 6 are not then satisfied, or that the
issuance of such Letter of Credit would violate Section 2.02, then such Issuing
Bank shall, subject to the terms and conditions of this Agreement, issue the re
quested Letter of Credit for the account of the Borrower in accordance with such
Issuing Bank's usual and customary practices.  Upon its issuance of or amendment
to any standby Letter of Credit, the respective Issuing Bank shall promptly
notify the Borrower, each Participant and the Agent of such issuance or
amendment and such notification shall be accompanied by a copy of the issued
standby Letter of Credit or amendment.  Notwithstanding anything to the contrary
contained in this Agreement, in the event that a Bank Default exists, no Issuing
Bank shall be required to issue any Letter of Credit unless such Issuing Bank
has entered into an arrangement satisfactory to it and the Borrower to eliminate
such Issuing Bank's risk with respect to the participation in Letters of Credit
by the Defaulting Bank or Banks, including by cash collateralizing such
Defaulting Bank's or Banks' RL Percentage of the Letter of Credit Outstandings.

          (c)  The initial Stated Amount of each Letter of Credit shall not be
less than $100,000 (or, in the case of a Letter of Credit issued in a currency
other than Dollars, the Dollar Equivalent thereof) or such lesser amount as is
acceptable to the respective Issuing Bank.

          2.04  LETTER OF CREDIT PARTICIPATIONS.  (a)  Immediately upon the
issuance by each Issuing Bank of any Letter of Credit, such Issuing Bank shall
be deemed to have sold and transferred to each Bank, other than such Issuing
Bank (each such Bank, in its capacity under this Section 2.04, a "Participant"),
and each such Participant shall be deemed irrevocably and unconditionally to
have purchased and received from such Issuing Bank, without recourse or war
ranty, an undivided interest and participation, to the extent of such
Participant's RL Percentage, in such Letter of Credit, each drawing or payment
made thereunder and the obligations of the Borrower under this Agreement with
respect thereto, and any security therefor or guaranty pertaining thereto.  Upon
any change in the Revolving Loan Commitments or RL Percentages of the Banks pur
suant to Section 1.13 or 13.04, it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic
adjustment to the participations pursuant to this Section 2.04 to reflect the
new RL Percentages of the assignor and assignee Bank, as the case may be.

          (b)  In determining whether to pay under any Letter of Credit issued
by it, no Issuing Bank shall have an obligation relative to the other Banks
other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit.  Any action taken or omitted to be taken by any Issuing Bank under or in
connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as finally determined by a
court of competent jurisdiction), shall not create for such Issuing Bank any
resulting liability to the Borrower, any other Credit Party, any Bank or any
other Person.

          (c)  In the event that any Issuing Bank makes any payment under any
Letter of Credit issued by it and the Borrower shall not have reimbursed such
amount in full to such Issuing Bank pursuant to Section 2.05(a), such Issuing
Bank shall promptly notify the Agent, which shall promptly notify each Partici
pant of such failure, and, except as provided in the proviso of the immediately
succeeding sentence, each Participant shall promptly and unconditionally pay to
such Issuing Bank the amount of such Participant's RL Percentage of such unreim
bursed payment in Dollars (or, in the case of any unreimbursed payment made in a
currency other than Dollars, of the Dollar Equivalent of such unreimbursed
payment, as determined by the respective Issuing Bank on the date on which such
unreimbursed payment was made by such Issuing Bank) and in same day funds.  If
the Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day,
any Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the respective Issuing Bank in Dollars (or,
in the case of any unreimbursed payment made in a currency other than Dollars,
of the Dollar Equivalent thereof) such Participant's RL Percentage of the amount
of such payment on such Business Day in same day funds; PROVIDED, HOWEVER, that
no Participant shall be obligated to pay to the respective Issuing Bank its RL
Percentage of such unreimbursed amount for any wrongful payment made by such
Issuing Bank under a Letter of Credit issued by it as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of
such Issuing Bank (as finally determined by a court of competent jurisdiction.)
If and to the extent such Participant shall not have so made its RL Percentage
of the amount of such payment available to the respective Issuing Bank, such
Participant agrees to pay to such Issuing Bank, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to such Issuing Bank at the overnight Federal Funds Rate for the
first three days and at the interest rate applicable to Base Rate Loans for each
day thereafter.  The failure of any Participant to make available to the
respective Issuing Bank its RL Percentage of any payment under any Letter of
Credit shall not relieve any other Participant of its obligation hereunder to
make available to such Issuing Bank its RL Percentage of any Letter of Credit on
the date required, as specified above, but no Participant shall be responsible
for the failure of any other Participant to make available to such Issuing Bank
such other Participant's RL Percentage of any such payment.

          (d)  Whenever an Issuing Bank receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (c) above, such Issuing Bank shall pay to each Participant
which has paid its RL Percentage thereof, in Dollars (or, in the case of any
payment received in a currency other than Dollars, of the Dollar Equivalent
thereof) and in same day funds, an amount equal to such Participant's share
(based upon the proportionate aggregate amount originally funded by such
Participant to the aggregate amount funded by all Participants) of the principal
amount of such reimbursement obligation and interest thereon accruing after the
purchase of the respective participations.

          (e)  Upon the request of any Participant, each Issuing Bank shall
furnish to such Participant copies of any standby Letter of Credit issued by it
and such other documentation as may reasonably be requested by such Participant.

          (f)  The obligations of the Participants to make payments to each
Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable
and not subject to any qualification or exception whatsoever (except as
otherwise provided in the proviso to the second sentence of Section 2.04(c)) and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

          (i)  any lack of validity or enforceability of this Agreement or any
     of the other Credit Documents;

         (ii)  the existence of any claim, setoff, defense or other right which
     the Borrower or any of its Subsidiaries may have at any time against a
     beneficiary named in a Letter of Credit, any transferee of any Letter of
     Credit (or any Person for whom any such transferee may be acting), the
     Agent, any Issuing Bank, any Participant, or any other Person, whether in
     connection with this Agreement, any Letter of Credit, the transactions
     contemplated herein or any unrelated transactions (including any underlying
     transaction between the Borrower or any Subsidiary of the Borrower and the
     beneficiary named in any such Letter of Credit);

        (iii)  any draft, certificate or any 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)  the surrender or impairment of any security for the performance
     or observance of any of the terms of any of the Credit Documents; or

          (v)  the occurrence of any Default or Event of Default.

          2.05  AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS.  (a)  The Borrower
agrees to reimburse each Issuing Bank, by making payment to the Agent in Dollars
(or, in the case of any payment or disbursement made by such Issuing Bank in a
currency other than Dollars, of the Dollar Equivalent of such payment or
disbursement as determined by such Issuing Bank on the date of such payment or
disbursement) and in immediately available funds at the Payment Office, for any
payment or disbursement made by such Issuing Bank under any Letter of Credit
issued by it (each such amount (or the Dollar Equivalent thereof, as the case
may be), so paid until reimbursed, an "Unpaid Drawing"), not later than one
Business Day following receipt by the Borrower of notice of such payment or
disbursement (provided that no such notice shall be required to be given if a
Default or an Event of Default under Section 10.05 shall have occurred and be
continuing, in which case the Unpaid Drawing shall be due and payable
immediately without presentment, demand, protest or notice of any kind (all of
which are hereby waived by the Borrower)), with interest on the amount so paid
or disbursed by such Issuing Bank, to the extent not reimbursed prior to 12:00
Noon (New York time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but excluding the date such Issuing Bank
was reimbursed by the Borrower therefor at a rate per annum which shall be the
Base Rate in effect from time to time; PROVIDED, HOWEVER, to the extent such
amounts are not reimbursed prior to 12:00 Noon (New York time) on the third
Business Day following the receipt by the Borrower of notice of such payment or
disbursement or following the occurrence of a Default or an Event of Default
under Section 10.05, interest shall thereafter accrue on the amounts so paid or
disbursed by such Issuing Bank (and until reimbursed by the Borrower) at a rate
per annum which shall be the Base Rate in effect from time to time plus 2%, in
each such case, with interest to be payable on demand.  Each Issuing Bank shall
give the Borrower prompt written notice of each Drawing under any Letter of
Credit issued by it, PROVIDED that the failure to give any such notice shall in
no way affect, impair or diminish the Borrower's obligations hereunder.

          (b)  The obligations of the Borrower under this Section 2.05 to
reimburse each Issuing Bank with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower may have or have had against any Bank (including in its
capacity as issuer of the Letter of Credit or as Participant), including,
without limitation, any defense based upon the failure of any drawing or payment
under a Letter of Credit (each a "Drawing") to conform to the terms of the
Letter of Credit or any nonapplication or misapplication by the beneficiary of
the proceeds of such Drawing; PROVIDED, HOWEVER, that the Borrower shall not be
obligated to reimburse the respective Issuing Bank for any wrongful payment made
by such Issuing Bank under a Letter of Credit issued by it as a result of acts
or omissions constituting willful misconduct or gross negligence on the part of
such Issuing Bank (as finally determined by a court of competent jurisdiction).

          2.06  INCREASED COSTS.  If at any time after the date of this
Agreement, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by the NAIC or any governmental authority charged with
the interpretation or administration thereof, or compliance by any Issuing Bank
or any Participant with any request or directive by the NAIC or by any such
authority (whether or not having the force of law), shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against letters of credit issued by any Issuing Bank or participated
in by any Participant, or (ii) impose on any Issuing Bank or any Participant any
other conditions relating, directly or indirectly, to this Agreement; and the
result of any of the foregoing is to increase the cost to any Issuing Bank or
any Participant of issuing, maintaining or participating in any Letter of
Credit, or reduce the amount of any sum received or receivable by any Issuing
Bank or any Participant hereunder or reduce the rate of return on its capital
with respect to Letters of Credit (except for changes in the rate of tax on, or
determined by reference to, the net income or profits of such Issuing Bank or
such Participant pursuant to the laws of the jurisdiction in which it is organ
ized or in which its principal office or applicable lending office is located or
any subdivision thereof or therein), then, upon the delivery of the certificate
referred to below to the Borrower by such Issuing Bank or such Participant (a
copy of which certificate shall be sent by such Issuing Bank or such Participant
to the Agent), the Borrower shall pay to such Issuing Bank or such Participant
such additional amount or amounts as will compensate such Issuing Bank or such
Participant for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital.  Each Issuing Bank or
Participant, upon determining that any additional amounts will be payable to it
pursuant to this Section 2.06, will give prompt written notice thereof to the
Borrower, which notice shall include a certificate submitted to the Borrower by
such Issuing Bank or such Participant (a copy of which certificate shall be sent
by such Issuing Bank or such Participant to the Agent), setting forth in
reasonable detail the basis for the calculation of such additional amount or
amounts necessary to compensate such Issuing Bank or such Participant.  The
certificate required to be delivered pursuant to this Section 2.06 shall, absent
manifest error, be final and conclusive and binding on the Borrower.


          SECTION 3.  COMMITMENT COMMISSION; FEES; REDUCTIONS OF COMMITMENT.

          3.01  FEES.  (a)  The Borrower agrees to pay to the Agent for
distribution to each Non-Defaulting Bank, a commitment commission (the
"Commitment Commission") for the period from and including the Effective Date to
but excluding the Final Maturity Date (or such earlier date on which the Total
Revolving Loan Commitment shall have been terminated), computed at a rate for
each day equal to 1/4 of 1% per annum on the daily average Unutilized Revolving
Loan Commitment of such Non-Defaulting Bank.  Accrued Commitment Commission
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
on the Final Maturity Date (or such earlier date on which the Total Revolving
Loan Commitment shall have been terminated).

          (b)  The Borrower agrees to pay to the Agent for distribution to each
Bank (based on each such Bank's respective RL Percentage) a fee in respect of
each Letter of Credit issued hereunder (the "Letter of Credit Fee") for the
period from and including the date of issuance of such Letter of Credit to and
including the date of termination or expiration of such Letter of Credit,
computed at a rate per annum equal to the Applicable Eurodollar Rate Margin then
in effect on the daily Stated Amount of such Letter of Credit.  Accrued Letter
of Credit Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the first day after the termination of the Total Revolving
Loan Commitment upon which no Letters of Credit remain outstanding.

          (c)  The Borrower agrees to pay to each Issuing Bank, for its own
account, a facing or fronting fee in respect of each Letter of Credit issued by
such Issuing Bank hereunder upon such terms and conditions as are separately
agreed to between such Issuing Bank and the Borrower.

          (d)  The Borrower agrees to pay to each Issuing Bank, for its own
account, upon each payment under, issuance of, or amendment to, any Letter of
Credit, such amount as shall at the time of such event be the administrative
charge and the reasonable expenses which such Issuing Bank is generally imposing
in connection with such occurrence with respect to letters of credit.

          (e)  The Borrower agrees to pay to the Agent, for its own account,
such other fees as have been agreed to in writing by the Borrower and the Agent.

          3.02  VOLUNTARY TERMINATION OF UNUTILIZED COMMITMENTS.  (a)  Upon at
least one Business Day's prior written notice to the Agent at the Notice Office
(which notice the Agent shall promptly transmit to each of the Banks), the
Borrower shall have the right, at any time or from time to time, without premium
or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in
whole or in part, pursuant to this Section 3.02(a), in an integral multiple of
$1,000,000, in the case of partial reductions to the Total Unutilized Revolving
Loan Commitment, PROVIDED that each such reduction shall apply proportionately
to permanently reduce the Revolving Loan Commitment of each Bank.

          (b)  In the event of a refusal by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as (and to the extent)
provided in Section 13.12(b), the Borrower may, subject to its compliance with
the requirements of Section 13.12(b), upon five Business Days' prior written
notice to the Agent at the Notice Office (which notice the Agent shall promptly
transmit to each of the Banks) terminate the Revolving Loan Commitment of such
Bank, so long as all Revolving Loans, together with accrued and unpaid interest,
Fees and all other amounts, owing to such Bank are repaid concurrently with the
effectiveness of such termination pursuant to Section 4.01(b) (at which time
Schedule I shall be deemed modified to reflect such changed amounts), and at
such time, such Bank shall no longer constitute a "Bank" for purposes of this
Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and
13.01), which shall survive as to such repaid Bank.

          3.03  MANDATORY REDUCTION OF.  (a)  The Total Revolving Loan
Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in
their entirety on August 30, 1997 unless the Effective Date has occurred on or
before such date.

          (b)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date on or after the Effective Date on which the
Borrower or any of its Subsidiaries receives Cash Proceeds from any Asset Sale,
the Total Revolving Loan Commitment shall be permanently reduced on such date by
an amount equal to 100% of the Net Sale Proceeds from such Asset Sale, PROVIDED
that with respect to no more than $2,500,000 in the aggregate of such Net Sale
Proceeds in any fiscal year of the Borrower, such Net Sale Proceeds shall not
give rise to a reduction to the Total Revolving Loan Commitment pursuant to this
Section 3.03(b) on such date to the extent that no Default or Event of Default
then exists and the Borrower delivers a certificate to the Agent on or prior to
such date stating that such Net Sale Proceeds shall be used to purchase assets
used or to be used in the businesses permitted pursuant to Section 9.14 (includ
ing, without limitation (but only to the extent permitted by Section 9.02), the
purchase of the capital stock or assets of a Person engaged in such businesses)
within 180 days following the date of receipt of such Net Sale Proceeds from
such Asset Sale (which certificate shall set forth the estimates of the proceeds
to be so expended), and PROVIDED FURTHER, that if all or any portion of such Net
Sale Proceeds are not so used within such 180 day period, the Total Revolving
Loan Commitment shall be permanently reduced on the last day of such period by
an amount equal to such remaining portion.

          (c)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date on or after the Effective Date on which the
Borrower or any of its Subsidiaries receives any cash proceeds from any
incurrence of Indebtedness for borrowed money (other than Indebtedness permitted
to be incurred pursuant to Section 9.04 as such Section is in effect on the
Effective Date) by the Borrower or any of its Subsidiaries, the Total Revolving
Loan Commitment shall be permanently reduced on such date by an amount equal to
100% of the Net Debt Proceeds of the respective incurrence of Indebtedness.

          (d)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, within 10 days following each date on or after the
Effective Date on which the Borrower or any of its Subsidiaries receives any
cash proceeds from any Recovery Event, the Total Revolving Loan Commitment shall
be permanently reduced on such date by an amount equal to 100% of the Net
Insurance Proceeds of such Recovery Event, PROVIDED that so long as no Default
or Event of Default then exists and such proceeds from such Recovery Event do
not exceed $2,500,000, such proceeds shall not give rise to a reduction to the
Total Revolving Loan Commitment pursuant to this Section 3.03(d) on such date to
the extent that the Borrower has delivered a certificate to the Agent on or
prior to such date stating that such proceeds shall be used to replace or
restore any properties or assets in respect of which such proceeds were paid
within 180 days following the date of receipt of such proceeds (which
certificate shall set forth the estimates of the proceeds to be so expended),
and PROVIDED FURTHER, that (i) if the amount of such proceeds exceeds
$2,500,000, then the Total Revolving Loan Commitment shall be reduced by the
entire amount of such proceeds and not just the portion in excess of $2,500,000
as provided above in this Section 3.03(d), and (ii) if all or any portion of
such proceeds are not so used within such 180 day period, the Total Revolving
Loan Commitment shall be permanently reduced on the last day of such period by
an amount equal to such remaining portion.

          (e)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment (and the Revolving
Loan Commitment of each Bank) shall terminate in its entirety on the earlier of
(i) the date on which a Change of Control occurs and (ii) the Final Maturity
Date.

          (f)  Each reduction to the Total Revolving Loan Commitment pursuant to
this Section 3.03 shall apply proportionately to reduce the Revolving Loan
Commitment of each Bank.

          SECTION 4.  PREPAYMENTS; PAYMENTS; TAXES.

          4.01  VOLUNTARY PREPAYMENTS.  (a)  The Borrower shall have the right
to prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions:  (i) the Borrower
shall give the Agent prior to 12:00 Noon (New York time) at the Notice Office
(x) at least one Business Day's prior written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same
day notice in the case of a prepayment of Swingline Loans) and (y) at least
three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay Eurodollar Loans, the amount of
such prepayment and the Types of Loans to be prepaid and, in the case of
Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made,
which notice the Agent shall, except in the case of Swingline Loans, promptly
transmit to each of the Banks; (ii) each prepayment of Revolving Loans pursuant
to this Section 4.01(a) shall be in an aggregate principal amount of at least
$500,000 and each prepayment of Swingline Loans pursuant to this Section 4.01(a)
shall be in an aggregate principal amount of at least $50,000, PROVIDED that if
any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall
reduce the outstanding principal amount of Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar
Loans and any election of an Interest Period with respect thereto given by the
Borrower shall have no force or effect; and (iii) each prepayment pursuant to
this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Bor
rowing shall be applied PRO RATA among such Revolving Loans, provided that at
the Borrower's election in connection with any prepayment of Revolving Loans
pursuant to this Section 4.01(a), such prepayment shall not be applied to any
Revolving Loan of a Defaulting Bank.

          (b)  In the event of a refusal by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as (and to the extent)
provided in Section 13.12(b), the Borrower may, upon five Business Days' prior
written notice to the Agent at the Notice Office (which notice the Agent shall
promptly transmit to each of the Banks) repay all Revolving Loans of such Bank,
together with accrued and unpaid interest, Fees and other amounts owing to such
Bank in accordance with, and subject to the requirements of, said Sec
tion 13.12(b) so long as (A) the Revolving Loan Commitment of such Bank is
terminated concurrently with such repayment pursuant to Section 3.02(b) (at
which time Schedule I shall be deemed modified to reflect the changed Revolving
Loan Commitments) and (B) the consents, if any, required under Section 13.12(b)
in connection with the repayment pursuant to this clause (b) have been obtained.

          4.02  MANDATORY REPAYMENTS.  (a) (i) On any day on which the sum of
(I) the aggregate outstanding principal amount of all Revolving Loans (after
giving effect to all other repayments thereof on such date), (II) the aggregate
outstanding principal amount of all Swingline Loans (after giving effect to all
other repayments thereof on such date), (III) the aggregate amount of all Letter
of Credit Outstandings and (IV) the aggregate outstanding principal amount of
all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the
Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party
Borrowings in a currency other than Dollars) exceeds the Total Revolving Loan
Commitment as then in effect, the Borrower shall prepay on such day the
principal of Swingline Loans and, after all Swingline Loans have been repaid in
full, Revolving Loans in an amount equal to such excess.  If, after giving
effect to the prepayment of all outstanding Swingline Loans and Revolving Loans,
the sum of (I) the aggregate amount of the Letter of Credit Outstandings and
(II) the aggregate outstanding principal amount of all Foreign Subsidiary Third
Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in
the case of Foreign Subsidiary Third Party Borrowings in a currency other than
Dollars) exceeds the Total Revolving Loan Commitment as then in effect, the Bor
rower shall pay to the Agent at the Payment Office on such day an amount of cash
and/or Cash Equivalents equal to the amount of such excess (up to a maximum
amount equal to the Letter of Credit Outstandings at such time), such cash
and/or Cash Equivalents to be held as security for all obligations of the
Borrower to the Issuing Banks and the Banks hereunder in a cash collateral
account to be established by the Agent.

          (ii)  On any day on which Letters of Credit issued in a currency other
than Dollars are outstanding and the aggregate amount of all Letter of Credit
Outstandings exceeds $25,000,000, the Borrower shall pay to the Agent at the
Payment Office on such day an amount of cash and/or Cash Equivalents equal to
the amount of such excess, such cash and/or Cash Equivalents to be held as
security for all obligations of the Borrower to the Issuing Banks and the Banks
hereunder in a cash collateral account to be established by the Agent.

          (iii)  On any day on which Letters of Credit issued in a currency
other than Dollars are outstanding and the aggregate amount of all Letter of
Credit Outstandings in respect of all non-Dollar denominated Letters of Credit
exceeds $10,000,000, the Borrower shall pay to the Agent at the Payment Office
on such day an amount of cash and/or Cash Equivalents equal to the amount of
such excess, such cash and/or Cash Equivalents to be held as security for all
obligations of the Borrower to the Issuing Banks and the Banks hereunder in a
cash collateral account to established by the Agent.

          (b)  With respect to each repayment of Revolving Loans required by
this Section 4.02, the Borrower may designate the Types of Revolving Loans which
are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, PROVIDED that:  (i) repayments of Eurodollar
Loans pursuant to this Section 4.02 may only be made on the last day of an
Interest Period applicable thereto unless all Eurodollar Loans with Interest
Periods ending on such date of required repayment and all Base Rate Loans have
been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA among
such Revolving Loans.  In the absence of a designation by the Borrower as
described in the preceding sentence, the Agent shall, subject to the above, make
such designation in its sole discretion.

          (c)  Notwithstanding anything to the contrary contained in this
Agreement or in any other Credit Document, (i) all then outstanding Revolving
Loans shall be repaid in full on the Final Maturity Date, (ii) all then
outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date
and (iii) all then outstanding Loans shall be repaid in full on the date on
which a Change of Control occurs.

          4.03  METHOD AND PLACE OF PAYMENT.  Except as otherwise specifically
provided herein, all payments under this Agreement or under any Note shall be
made to the Agent for the account of the Bank or Banks entitled thereto not
later than 12:00 Noon (New York time) on the date when due and shall be made in
Dollars in immediately available funds at the Payment Office.  Whenever any
payment to be made hereunder or under any Note shall be stated to be due on a
day which is not a Business Day, the due date thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such extension.

          4.04  NET PAYMENTS .  (a)  All payments made by the Borrower hereunder
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits of a Bank pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Bank is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to collec
tively as "Taxes").  If any Taxes are so levied or imposed, the Borrower agrees
to pay the full amount of such Taxes, and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement or under
any Note, after withholding or deduction for or on account of any Taxes, will
not be less than the amount provided for herein or in such Note.  If any amounts
are payable in respect of Taxes pursuant to the preceding sentence, the Borrower
agrees to reimburse each Bank, upon the written request of such Bank, for taxes
imposed on or measured by the net income or net profits of such Bank pursuant to
the laws of the jurisdiction in which such Bank is organized or in which the
principal office or applicable lending office of such Bank is located or under
the laws of any political subdivision or taxing authority of any such
jurisdiction in which such Bank is organized or in which the principal office or
applicable lending office of such Bank is located and for any withholding of
taxes as such Bank shall determine are payable by, or withheld from, such Bank,
in respect of such amounts so paid to or on behalf of such Bank pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf of such
Bank pursuant to this sentence.  The Borrower will furnish to the Agent within
45 days after the date the payment of any Taxes is due pursuant to applicable
law certified copies of tax receipts evidencing such payment by the Borrower.
The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such
Bank upon its written request, for the amount of any Taxes so levied or imposed
and paid by such Bank.

          (b)  Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees to deliver to the Borrower and the Agent on or prior to the Effective
Date, or in the case of a Bank that is an assignee or transferee of an interest
under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective
Bank was already a Bank hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Bank, (i) two
accurate and complete original signed copies of Internal Revenue Service Form
4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Note, or (ii) if the Bank is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver
either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above,
(x) a certificate substantially in the form of Exhibit D (any such certificate,
a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8 (or successor form) certify
ing to such Bank's entitlement to a complete exemption from United States with
holding tax with respect to payments of interest to be made under this Agreement
and under any Note.  In addition, each Bank agrees that from time to time after
the Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, such Bank
will deliver to the Borrower and the Agent two new accurate and complete
original signed copies of Internal Revenue Service Form 4224 or 1001 (or
successor forms), or Form W-8 (or successor form) and a Section 4.04(b)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Bank to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or such Bank shall immediately
notify the Borrower and the Agent of its inability to deliver any such Form or
Certificate, in which case such Bank shall not be required to deliver any such
Form or Certificate pursuant to this Section 4.04(b).  Notwithstanding anything
to the contrary contained in Section 4.04(a), but subject to Section 13.04(b)
and the immediately succeeding sentence, (x) the Borrower shall be entitled, to
the extent it is required to do so by law, to deduct or withhold income or
similar taxes imposed by the United States (or any political subdivision or
taxing authority thereof or therein) from interest, Fees or other amounts pay
able hereunder for the account of any Bank which is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal
income tax purposes to the extent that such Bank has not provided to the
Borrower U.S. Internal Revenue Service Forms that establish a complete exemption
from such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Bank in
respect of income or similar taxes imposed by the United States if (I) such Bank
has not provided to the Borrower the Internal Revenue Service Forms required to
be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case
of a payment, other than interest, to a Bank described in clause (ii) above, to
the extent that such Forms do not establish a complete exemption from
withholding of such taxes.  Notwithstanding anything to the contrary contained
in the preceding sentence or elsewhere in this Section 4.04 and except as set
forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and
to indemnify each Bank in the manner set forth in Section 4.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or with
holding) in respect of any Taxes deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes after the Effective
Date in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or withhold
ing of such Taxes.


          SECTION 5.  CONDITIONS PRECEDENT TO THE EFFECTIVE DATE.  The
occurrence of the Effective Date pursuant to Section 13.10 is subject to the
satisfaction of the following conditions:

          5.01  EXECUTION OF AGREEMENT; NOTES.  On or prior to the Effective
Date, (i) this Agreement shall have been executed and delivered as provided in
Section 13.10 and (ii) there shall have been delivered to the Agent for the
account of each of the Banks the appropriate Revolving Note executed by the
Borrower and to the Swingline Bank, the Swingline Note executed by the Borrower,
in each case, in the amount, maturity and as otherwise provided herein.

          5.02  OFFICER'S CERTIFICATE.  On the Effective Date, the Agent shall
have received a certificate, dated the Effective Date and signed on behalf of
the Borrower by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President of the Borrower, certifying on behalf of the
Borrower that all of the conditions in Sections 5.06, 5.07, 5.08 and 6.02 have
been satisfied on such date.

          5.03  OPINIONS OF .  On the Effective Date, the Agent shall have
received from (i) Abrahams Kaslow and Cassman, special counsel to the Credit
Parties, an opinion addressed to the Agent, the Collateral Agent and each of the
Banks and dated the Effective Date covering the matters set forth in Exhibit E-1
and such other matters incident to the transactions contemplated herein as the
Agent may reasonably request and (ii) the Corporate Counsel of the Borrower, an
opinion addressed to the Agent, the Collateral Agent and each of the Banks and
dated the Effective Date covering the matters set forth in Exhibit E-2 and such
other matters incident to the transactions contemplated herein as the Agent may
reasonably request.

          5.04  CORPORATE DOCUMENTS; PROCEEDINGS; ETC.   (a)  On the Effective
Date, the Agent shall have received a certificate from each Credit Party, dated
the Effective Date, signed on behalf of such Credit Party by the Chairman of the
Board, the Chief Executive Officer, the President or any Vice President of such
Credit Party, and attested to by the Secretary or any Assistant Secretary of
such Credit Party, in the form of Exhibit F with appropriate insertions, toge
ther with copies of the certificate or articles of incorporation (or equivalent
organizational document) and by-laws of such Credit Party and the resolutions of
such Credit Party referred to in such certificate, and the foregoing shall be in
form and substance reasonably acceptable to the Agent.

          (b)  All corporate and legal proceedings and all instruments and agree
ments in connection with the transactions contemplated by this Agreement and the
other Credit Documents shall be reasonably satisfactory in form and substance to
the Agent and the Required Banks, and the Agent shall have received all infor
mation and copies of all documents and papers, including records of corporate
proceedings, governmental approvals, good standing certificates and bring-down
telegrams or facsimiles, if any, which the Agent reasonably may have requested
in connection therewith, such documents and papers where appropriate to be
certified by proper corporate or governmental authorities.

          (c)  On the Effective Date, the corporate, ownership and capital
structure (including, without limitation, the terms of any capital stock,
options, warrants or other securities issued by the Borrower or any of its
Subsidiaries) of the Borrower and its Subsidiaries shall be in form and
substance reasonably satisfactory to the Agent and the Required Banks.

          5.05  TAX SHARING AGREEMENTS.  On or prior to the Effective Date,
there shall have been delivered to the Agent true and correct copies of all tax
sharing, tax allocation and other similar agreements entered into by the
Borrower or any of its Subsidiaries (collectively, the "Tax Sharing
Agreements"), all of which Tax Sharing Agreements shall be in form and substance
reasonably satisfactory to the Agent and the Required Banks and shall be in full
force and effect on the Effective Date.

          5.06  REFINANCING.  On the Effective Date, the Refinancing shall have
been consummated and all Liens securing (and guaranties of) the Indebtedness to
be Refinanced shall have been released and terminated (and all appropriate
releases, termination statements or other instruments of assignment with respect
thereto shall have been obtained), in each case to the reasonable satisfaction
of the Agent.  The Agent shall have received copies of all documents executed in
connection with the Refinancing, all of which shall be in full force and effect
and in form and substance reasonably satisfactory to the Agent.

          5.07  ADVERSE CHANGE, ETC.  (a)  Nothing shall have occurred (and
neither the Agent nor the Banks shall have become aware of any facts or
conditions not previously known) which the Agent or the Required Banks shall
reasonably determine (a) has had, or could reasonably be expected to have, a
material adverse effect on the rights or remedies of the Banks or the Agent, or
on the ability of any Credit Party to perform its obligations to the Banks or
the Agent hereunder or under any other Credit Document or (b) has had, or could
reasonably be expected to have, a material adverse effect on the Refinancing or
on the business, operations, property, assets, liabilities, condition (financial
or otherwise) or prospects of the Borrower or any of its Subsidiaries.

          (b)  On or prior to the Effective Date, all necessary governmental
(domestic and foreign) and third party approvals and/or consents in connection
with the Refinancing and the transactions contemplated by this Agreement and the
other Credit Documents and otherwise referred to herein or therein shall have
been obtained and remain in effect.  Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing seek
ing injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon the Refinancing or the other transac
tions contemplated by this Agreement and the other Credit Documents or otherwise
referred to herein or therein.

          5.08  LITIGATION .    On the Effective Date, there shall be no
actions, suits or proceedings pending or threatened (i) with respect to the
Refinancing, this Agreement or any other Credit Document or (ii) which the Agent
or the Required Banks shall reasonably determine could reasonably be expected to
have a material adverse effect on (a) the Refinancing or on the business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower or any of its Subsidiaries, (b) the rights or remedies
of the Banks or the Agent hereunder or under any other Credit Document or (c)
the ability of any Credit Party to perform its respective obligations to the
Banks or the Agent hereunder or under any other Credit Document.

          5.09  PLEDGE AGREEMENT    On the Effective Date, each Credit Party
shall have duly authorized, executed and delivered the Pledge Agreement in the
form of Exhibit G (as amended, modified or supplemented from time to time, the
"Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee
thereunder, all of the Pledged Securities, if any, referred to therein and owned
by such Credit Party, (x) endorsed in blank in the case of Intercompany Notes
constituting Pledged Securities and (y) together with executed and undated stock
powers in the case of capital stock constituting Pledged Securities.

          5.10  SUBSIDIARIES GUARANTY.  On the Effective Date, each Subsidiary
Guarantor shall have duly authorized, executed and delivered the Subsidiaries
Guaranty in the form of Exhibit H (as amended, modified or supplemented from
time to time, the "Subsidiaries Guaranty").

          5.11  FINANCIAL STATEMENTS; PRO FORMA BALANCE SHEET; PROJECTIONS.  On
or prior to the Effective Date, the Agent shall have received true and correct
copies of the historical financial statements, the PRO FORMA balance sheet and
the Projections referred to in Sections 7.05(a) and (d), which historical
financial statements, PRO FORMA balance sheet and Projections shall be in form
and substance reasonably satisfactory to the Agent and the Required Banks.

          5.12  SOLVENCY CERTIFICATE .  On the Effective Date, the Borrower
shall have delivered to the Agent a solvency certificate from the Chief
Financial Officer of the Borrower in the form of Exhibit I.

          5.13  FEES, ETC.  On the Effective Date, the Borrower shall have paid
to the Agent and each Bank all costs, fees and expenses (including, without
limitation, reasonable legal fees and expenses) payable to the Agent and such
Bank to the extent then due.

          5.14  FOREIGN CURRENCY HEDGING PROGRAM.  The Borrower shall have
established a foreign currency hedging program satisfactory to the Agent.


          SECTION 6.  CONDITIONS PRECEDENT TO ALL CREDIT EVENTS .  The
obligation of each Bank to make Loans (including Loans made on the Effective
Date), and the obligation of each Issuing Bank to issue Letters of Credit, is
subject, at the time of each such Credit Event (except as hereinafter
indicated), to the satisfaction of the following conditions:

          0.01  EFFECTIVE DATE.  The Effective Date shall have occurred.

          0.02  NO DEFAULT; REPRESENTATIONS AND WARRANTIES .  At the time of
each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

          0.03  NOTICE OF BORROWING; LETTER OF CREDIT REQUEST.  (a)  Prior to
the making of each Revolving Loan, the Agent shall have received a Notice of
Borrowing meeting the requirements of Section 1.03(a).  Prior to the making of
each Swingline Loan, the Swingline Bank shall have received the notice referred
to in Section 1.03(b)(i).

          (b)  Prior to the issuance of each Letter of Credit, the Agent and the
respective Issuing Bank shall have received a Letter of Credit Request meeting
the requirements of Section 2.03.

          The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to the Agent and each of the Banks
that all the conditions specified in Section 5 (with respect to Credit Events on
the Effective Date) and in this Section 6 (with respect to Credit Events on or
after the Effective Date) and applicable to such Credit Event exist as of that
time.  All of the Notes, certificates, legal opinions and other documents and
papers referred to in Section 5 and in this Section 6, unless otherwise
specified, shall be delivered to the Agent at the Notice Office for the account
of each of the Banks and, except for the Notes, in sufficient counterparts or
copies for each of the Banks and shall be in form and substance satisfactory to
the Agent and the Required Banks.

          SECTION 1.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  In order to
induce the Banks to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations, warranties and agreements, in each case after
giving effect to the Refinancing, all of which shall survive the execution and
delivery of this Agreement and the Notes and the making of the Loans and issu
ance of the Letters of Credit, with the occurrence of the Effective Date and the
occurrence of each Credit Event on or after the Effective Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 7 are true and correct on and as of the Effective Date and on the date
of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct only as of such specified date).

          1.01  CORPORATE STATUS.  The Borrower and each of its Subsidiaries (i)
is a duly organized and validly existing corporation in good standing under the
laws of the jurisdiction of its organization, (ii) has the corporate power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (iii) is duly qualified and
is authorized to do business and is in good standing in each jurisdiction where
the ownership, leasing or operation of its property or the conduct of its
business requires such qualifications except for failures to be so qualified
which, individually or in the aggregate, could not reasonably be expected to
have a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

          1.02  CORPORATE AND OTHER POWER AND AUTHORITY.  Each Credit Party has
the corporate power and authority to execute, deliver and perform the terms and
provisions of each of the Credit Documents to which it is party and has taken
all necessary corporate action to authorize the execution, delivery and perfor
mance by it of each of such Credit Documents.  Each Credit Party has duly
executed and delivered each of the Credit Documents to which it is party, and
each of such Credit Documents constitutes its legal, valid and binding
obligation enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

          1.03  NO VIOLATION .  Neither the execution, delivery or performance
by any Credit Party of the Credit Documents to which it is a party, nor
compliance by it with the terms and provisions thereof, (i) will contravene any
provision of any law, statute, rule or regulation or any order, writ, injunction
or decree of any court or governmental instrumentality, (ii) will conflict with
or result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (except pursuant to the Pledge
Agreement) upon any of the property or assets of the Borrower or any of its
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or
instrument, to which the Borrower or any of its Subsidiaries is a party or by
which it or any of its property or assets is bound or to which it may be subject
or (iii) will violate any provision of the certificate or articles of incorpor
ation or by-laws (or equivalent organizational documents) of the Borrower or any
of its Subsidiaries.

          1.04  APPROVALS.  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with (except for those
that have otherwise been obtained or made on or prior to the Effective Date and
which remain in full force and effect on the Effective Date), or exemption by,
any governmental or public body or authority, or any subdivision thereof, is
required by any Credit Party to authorize, or is required in connection with,
(i) the execution, delivery and performance of any Credit Document by any Credit
Party or (ii) the legality, validity, binding effect or enforceability of any
such Credit Document against any Credit Party.

          1.05  FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; PROJECTIONS; ETC.  (a) The consolidated balance sheets of the
Borrower and its Subsidiaries for the fiscal year and three month period ended
on December 31, 1996 and March 31, 1997, respectively, and the related
consolidated statements of income, cash flows and shareholders' equity of the
Borrower and its Subsidiaries for the fiscal year or three month period, as the
case may be, ended on such dates, copies of which have been furnished to the
Banks on or prior to the Effective Date, present fairly in all material respects
the consolidated financial position of the Borrower and its Subsidiaries at the
dates of such balance sheets and the consolidated results of the operations of
the Borrower and its Subsidiaries for the periods covered thereby.  All of the
foregoing financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied.  The PRO FORMA consolidated
balance sheet of the Borrower and its Subsidiaries as of the Effective Date and
after giving effect to the Refinancing, a copy of which has been furnished to
the Banks on or prior to the Effective Date, presents fairly in all material
respects the PRO FORMA consolidated financial position of the Borrower and its
Subsidiaries as of the Effective Date.  Since December 31, 1996, there has been
no material adverse change in the business, operations, property, assets, liabil
ities, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

          (b)  On and as of the Effective Date and after giving effect to the
Refinancing and to the Loans being incurred on the Effective Date, (a) the sum
of the assets, at a fair valuation, of each of the Borrower on a stand-alone
basis and of the Borrower and its Subsidiaries taken as a whole will exceed its
debts; (b) each of the Borrower on a stand-alone basis and the Borrower and its
Subsidiaries taken as a whole has not incurred and does not intend to incur, and
does not believe that it will incur, debts beyond its ability to pay such debts
as such debts mature; and (c) each of the Borrower on a stand alone basis and
the Borrower and its Subsidiaries taken as a whole will have sufficient capital
with which to conduct its business.  For purposes of this Section 7.05(b),
"debt" means any liability on a claim, and "claim" means (i) right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured or (ii) right to an equitable remedy for breach of perfor
mance if such breach gives rise to a payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.  The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

          (c)  Except as fully disclosed in the financial statements delivered
pursuant to Section 7.05(a), there were as of the Effective Date no liabilities
or obligations with respect to the Borrower or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, could reasonably
be expected to be material to the Borrower and its Subsidiaries taken as a
whole.  As of the Effective Date, the Borrower does not know of any basis for
the assertion against it or any of its Subsidiaries of any liability or obli
gation of any nature whatsoever that is not fully disclosed in the financial
statements delivered pursuant to Section 7.05(a) which, either individually or
in the aggregate, could reasonably be expected to be material to the Borrower
and its Subsidiaries taken as a whole.

          (d)  On and as of the Effective Date, the Projections delivered to the
Agent and the Banks prior to the Effective Date have been prepared in good faith
and are based on reasonable assumptions, and there are no statements or
conclusions in the Projections which are based upon or include information known
to the Borrower to be misleading in any material respect or which fail to take
into account material information known to the Borrower regarding the matters re
ported therein.  On the Effective Date, the Borrower believes that the
Projections are reasonable and attainable, it being recognized by the Banks,
however, that projections as to future events are not to be viewed as facts and
that the actual results during the period or periods covered by the Projections
may differ from the projected results and that the differences may be material.

          1.06  LITIGATION .  There are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower, threatened (i) with respect to the
Refinancing, this Agreement or any other Credit Document, (ii) with respect to
any material Indebtedness of the Borrower or any of its Subsidiaries or (iii)
that are reasonably likely to materially and adversely affect the business, oper
ations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          1.07  TRUE AND COMPLETE DISCLOSURE.  All factual information (taken as
a whole) furnished by or on behalf of any Credit Party in writing to the Agent
or any Bank (including, without limitation, all information contained in the
Credit Documents) for purposes of or in connection with this Agreement, the
other Credit Documents or any transaction contemplated herein or therein is, and
all other such factual information (taken as a whole) hereafter furnished by or
on behalf of any Credit Party in writing to the Agent or any Bank will be, true
and accurate in all material respects on the date as of which such information
is dated or certified and not incomplete by omitting to state any fact necessary
to make such information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such information
was provided.

          1.08  USE OF PROCEEDS; MARGIN.  (a)  All proceeds of the Revolving
Loans and the Swingline Loans shall be used for the working capital and general
corporate purposes of the Borrower and its Subsidiaries (including, without
limitation, to effect the Refinancing, to pay fees and expenses incurred in
connection therewith and for Permitted Acquisitions).

          (b)  No part of any Credit Event (or the proceeds thereof) will be
used to purchase or carry any Margin Stock or to extend credit for the purpose
of purchasing or carrying any Margin Stock except in connection with the
repurchase of shares of stock of the Borrower as permitted by Section 9.03(iii).
The value of all Margin Stock at any time owned by the Borrower and its
Subsidiaries does not, and will not, exceed 25% of the value of the assets of
the Borrower and its Subsidiaries taken as a whole.  Neither the making of any
Loan nor the use of the proceeds thereof nor the occurrence of any other Credit
Event will violate or be inconsistent with the provisions of Regulation G, T, U
or X of the Board of Governors of the Federal Reserve System.

          1.09  TAX RETURNS AND PAYMENTS.  Each of the Borrower and each of its
Subsidiaries has filed all federal and state income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and has
paid all taxes and assessments payable by it which have become due, except for
those contested in good faith and adequately disclosed and fully provided for on
the financial statements of the Borrower and its Subsidiaries in accordance with
generally accepted accounting principles.  The Borrower and each of its Subsi
diaries have paid, or have provided adequate reserves (in the good faith
judgment of the management of the Borrower) for the payment of, all federal,
state, local and foreign income taxes applicable for all prior fiscal years and
for the current fiscal year to date.  There is no material action, suit,
proceeding, investigation, audit, or claim now pending or, to the knowledge of
the Borrower threatened, by any authority regarding any taxes relating to the
Borrower or any of its Subsidiaries.  As of the Effective Date, neither the
Borrower nor any of its Subsidiaries has entered into an agreement or waiver or
been requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations.

          0.1  COMPLIANCE WITH ERISA.  (i)  Each Plan (and each related trust,
insurance contract or fund) is in substantial compliance with its terms and with
all applicable laws, including without limitation ERISA and the Code; each Plan
(and each related trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a determination letter from the Internal Revenue
Service to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code; no Reportable Event has occurred and is continuing; no Plan
which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is
insolvent or in reorganization; no Plan has an Unfunded Current Liability; no
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an
accumulated funding  deficiency, within the meaning of such sections of the Code
or ERISA, or has applied for or received a waiver of an accumulated funding
deficiency or an extension of any amortization period, within the meaning of
Section 412 of the Code or Section 303 or 304 of ERISA; all contributions
required to be made with respect to a Plan have been made and no material
liability has occurred as a result of any failure to make any such contribution
in a timely manner; neither the Borrower nor any Subsidiary of the Borrower nor
any ERISA Affiliate has incurred any material liability (including any indirect,
contingent or secondary liability) to or on account of a Plan pursuant to
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or, to the knowledge of
any executive officer of the Borrower or the highest ranking Human Resources
Officer of the Borrower, expects to incur any such material liability under any
of the foregoing sections with respect to any Plan; no condition exists which
presents a material risk to the Borrower or any Subsidiary of the Borrower or
any ERISA Affiliate of incurring a material liability to or on account of a Plan
pursuant to the foregoing provisions of ERISA and the Code; no proceedings have
been instituted to terminate or appoint a trustee to administer any Plan which
is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or the investment of
assets of any Plan (other than routine claims for benefits) is pending or, to
the knowledge of any executive officer of the Borrower or the highest ranking
Human Resources officer of the Borrower, expected or threatened; using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of the Borrower and its
Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer plans
(as defined in Section 4001(a)(3) of ERISA) in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Plan ended prior to the date of the most recent Credit Event, would not
exceed $500,000; each group health plan (as defined in Section 607(1) of ERISA
or Section 4980B(g)(2) of the Code) which covers or has covered employees or
former employees of the Borrower, any Subsidiary of the Borrower, or any ERISA
Affiliate has at all times been operated in substantial compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the
Code and any failure to so comply would not result in a material liability; no
lien imposed under the Code or ERISA on the assets of the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate exists or, to the knowledge of
any executive officer of the Borrower or the highest ranking Human Resources
Officer of the Borrower, is likely to arise on account of any Plan; and the
Borrower and its Subsidiaries may cease contributions to or terminate any
employee benefit plan maintained by any of them without incurring any material
liability.

          (ii)  Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities.  All
contributions required to be made with respect to a Foreign Pension Plan have
been made and no material liability has occurred as a result of any failure to
make any such contribution in a timely manner.  Neither the Borrower nor any of
its Subsidiaries has incurred any obligation in connection with the termination
of or withdrawal from any Foreign Pension Plan.  The present value of the
accrued benefit liabilities (whether or not vested) under each Foreign Pension
Plan, determined as of the end of the Borrower's most recently ended fiscal year
on the basis of actuarial assumptions, each of which is reasonable, did not
exceed the current value of the assets of such Foreign Pension Plan allocable to
such benefit liabilities.

          0.2  THE PLEDGE.  The security interests created in favor of the
Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, under
the Pledge Agreement constitute first priority perfected security interests in
the Pledged Securities described in the Pledge Agreement, subject to no security
interests of any other Person.  No filings or recordings are required in order
to perfect (or maintain the perfection or priority of) the security interests
created in the Pledged Securities under the Pledge Agreement.

          0.3  PROPERTIES.  The Borrower and each of its Subsidiaries have good
and marketable title to all material properties owned by them, including all
property reflected in the balance sheets referred to in Section 7.05(a) (except
as sold or otherwise disposed of since the date of such balance sheet in the
ordinary course of business or as permitted by the terms of this Agreement),
free and clear of all Liens, other than Permitted Liens.

          0.4  CAPITALIZATION.  On the Effective Date, the authorized capital
stock of the Borrower shall consist of 200,000,000 shares of common stock, $.001
par value per share.  All outstanding shares of capital stock of the Borrower
have been duly and validly issued and are fully paid and non-assessable.  The
Borrower does not have outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any rights to subscribe for or
to purchase, or any options for the purchase of, or any agreement providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its capital stock, except for options or warrants
to purchase shares of the Borrower's common stock which may be issued from time
to time.

          0.5  SUBSIDIARIES.  As of the Effective Date, the Borrower has no
Subsidiaries other than those Subsidiaries listed on Schedule III.  Schedule III
correctly sets forth, as of the Effective Date, the percentage ownership (direct
or indirect) of the Borrower in each class of capital stock or other equity of
each of its Subsidiaries and also identifies the direct owner thereof.

          0.6  COMPLIANCE WITH STATUTES, ETC.  Each of the Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except such
noncompliances as could not, individually or in the aggregate, reasonably be ex
pected to have a material adverse effect on the business, operations, property,
assets, liabilities, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

          0.7  INVESTMENT COMPANY ACT.  Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          0.8  PUBLIC UTILITY HOLDING COMPANY.  Neither the Borrower nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

          0.9  ENVIRONMENTAL.  (a)  The Borrower and each of its Subsidiaries
have complied with, and on the date of each Credit Event are in compliance with,
all applicable Environmental Laws and the requirements of any permits issued
under such Environmental Laws.  There are no pending or, to the best knowledge
of the Borrower, threatened Environmental Claims against the Borrower or any of
its Subsidiaries (including any such claim arising out of the ownership or
operation by the Borrower or any of its Subsidiaries of any Real Property no
longer owned or operated by the Borrower or any of its Subsidiaries) or any Real
Property owned or operated by the Borrower or any of its Subsidiaries.  There
are no facts, circumstances, conditions or occurrences with respect to the
business or operations of the Borrower or any of its Subsidiaries, or any Real
Property owned or operated by the Borrower or any of its Subsidiaries (including
any Real Property formerly owned or operated by the Borrower or any of its
Subsidiaries but no longer owned or operated by the Borrower or any of its
Subsidiaries) or any property adjoining or adjacent to any such Real Property
that could be expected (i) to form the basis of an Environmental Claim against
the Borrower or any of its Subsidiaries or any Real Property owned or operated
by the Borrower or any of its Subsidiaries or (ii) to cause any Real Property
owned or operated by the Borrower or any of its Subsidiaries to be subject to
any restrictions on the ownership, occupancy or transferability of such Real
Property by the Borrower or any of its Subsidiaries under any applicable Environ
mental Law.

          (b)  Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned or
operated by the Borrower or any of its Subsidiaries where such generation, use,
treatment or storage has violated or could be expected to violate any
Environmental Law.  Hazardous Materials have not at any time been Released on or
from any Real Property owned or operated by the Borrower or any of its
Subsidiaries where such Release has violated or could be expected to violate any
applicable Environmental Law.

          (c)  Notwithstanding anything to the contrary in this Section 7.18 the
representations made in this Section 7.18 shall not be untrue unless the
aggregate effect of all violations, claims, restrictions, failures and
noncompliances of the types described above could reasonably be expected to have
a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

          0.10  LABOR RELATIONS.  Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on the Borrower and its Subsidiaries
taken as a whole.  There is (i) no unfair labor practice complaint pending
against the Borrower or any of its Subsidiaries or threatened against any of
them, before the National Labor Relations Board, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, (ii) no strike, labor
dispute, slowdown or stoppage pending against the Borrower or any of its Subsid
iaries or, to the best knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries and (iii) no union representation question
exists with respect to the employees of the Borrower or any of its Subsidiaries,
except (with respect to any matter specified in clause (i), (ii) or (iii) above,
either individually or in the aggregate) such as could not reasonably be
expected to have a material adverse effect on the business, operations,
property, assets, liabilities, condition (financial or otherwise) or prospects
of the Borrower and its Subsidiaries taken as a whole.

          0.11  PATENTS, LICENSES, FRANCHISES AND FORMULAS.  Each of the
Borrower and each of its Subsidiaries owns or has the right to use all the pat
ents, trademarks, permits, service marks, trade names, copyrights, licenses,
franchises, proprietary information (including but not limited to rights in
computer programs and databases) and formulas, or rights with respect to the
foregoing, and has obtained assignments of all leases and other rights of
whatever nature, necessary for the present conduct of its business, without any
known conflict with the rights of others which, or the failure to obtain which,
as the case may be, could reasonably be expected to result in a material adverse
effect on the business, operations, property, assets, liabilities, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.

          0.12  INDEBTEDNESS.  Schedule IV sets forth a true and complete list
of all Indebtedness (including Contingent Obligations) of the Borrower and its
Subsidiaries as of the Effective Date and which is to remain outstanding after
giving effect to the Refinancing (excluding the Loans and the Letters of Credit,
the "Existing Indebtedness"), in each case showing the aggregate principal
amount thereof and the name of the respective borrower and any Credit Party or
any of its Subsidiaries which directly or indirectly guarantees such debt.

          SECTION 1.  AFFIRMATIVE.  The Borrower hereby covenants and agrees
that on and after the Effective Date and until the Total Revolving Loan
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

          0.01  INFORMATION COVENANTS.  The Borrower will furnish to each Bank:

          (a)  QUARTERLY FINANCIAL STATEMENTS.  Within 45 days after the close
     of the first three quarterly accounting periods in each fiscal year of the
     Borrower (commencing with its quarterly accounting period ending on June
     30, 1997), the consolidated and consolidating balance sheets of the
     Borrower and its Subsidiaries as at the end of such quarterly accounting
     period and the related consolidated and consolidating statements of income
     and retained earnings and statement of cash flows for such quarterly
     accounting period and for the elapsed portion of the fiscal year ended with
     the last day of such quarterly accounting period, in each case setting
     forth comparative figures for the related periods in the prior fiscal year,
     all of which shall be certified by the Chief Financial Officer of the
     Borrower, subject to normal year-end audit adjustments and the absence of
     footnotes.

          (b)  ANNUAL FINANCIAL STATEMENTS.  Within 90 days after the close of
     each fiscal year of the Borrower, (i) the consolidated and consolidating
     balance sheets of the Borrower and its Subsidiaries as at the end of such
     fiscal year and the related consolidated and consolidating statements of
     income and retained earnings and statement of cash flows for such fiscal
     year setting forth comparative figures for the preceding fiscal year and
     (x) in the case of the consolidated financial statements, certified by KPMG
     Peat Marwick LLP or such other independent certified public accountants of
     recognized national standing reasonably acceptable to the Agent, together
     with a report of such accounting firm stating that in the course of its
     regular audit of the financial statements of the Borrower and its
     Subsidiaries, which audit was conducted in accordance with generally
     accepted auditing standards, such accounting firm obtained no knowledge of
     any Default or an Event of Default which has occurred and is continuing or,
     if in the opinion of such accounting firm such a Default or Event of
     Default has occurred and is continuing, a statement as to the nature
     thereof and (y) in the case of the consolidating financial statements,
     certified by the Chief Financial Officer of the Borrower and (ii)
     management's discussion and analysis of the important operational and
     financial developments during such fiscal year.

          (c)  MANAGEMENT LETTERS.  Promptly after the Borrower's or any of its
     Subsidiaries' receipt thereof, a copy of any "management letter" received
     from its certified public accountants and management's response thereto.

          (d)  BUDGETS.   No later than 30 days following the first day of each
     fiscal year of the Borrower, a budget in form reasonably satisfactory to
     the Agent (including budgeted statements of income and sources and uses of
     cash and balance sheets) prepared by the Borrower for each of the twelve
     months of such fiscal year prepared in detail setting forth, with
     appropriate discussion, the principal assumptions upon which such budgets
     are based.

          (e)  OFFICER'S CERTIFICATES.  At the time of the delivery of the
     financial statements provided for in Sections 8.01(a) and (b), a
     certificate of the Chief Financial Officer of the Borrower to the effect
     that, to the best of such officer's knowledge, no Default or Event of
     Default has occurred and is continuing or, if any Default or Event of
     Default has occurred and is continuing, specifying the nature and extent
     thereof, which certificate shall set forth in reasonable detail the
     calculations required to establish whether the Borrower and its
     Subsidiaries were in compliance with the provisions of Sections 3.03(b),
     3.03(d), 9.04 and 9.07 through 9.10, inclusive, at the end of such fiscal
     quarter or year, as the case may be.  At the time of the delivery of the
     financial statements provided for in Section 8.01(a), a certificate of the
     Chief Financial Officer of the Borrower setting forth the outstanding
     principal amount of all Foreign Subsidiary Third Party Borrowings as of the
     last Business Day of such fiscal quarter and the Dollar Equivalent of those
     Foreign Subsidiary Third Party Borrowings incurred in a currency other than
     Dollars as of the last Business Day of such fiscal quarter.

          (f)  NOTICE OF DEFAULT OR LITIGATION.  Promptly upon, and in any event
     within three Business Days after, an officer of any Credit Party obtains
     knowledge thereof, notice of (i) the occurrence of any event which con
     stitutes a Default or an Event of Default and/or (ii) any litigation or
     governmental investigation or proceeding pending (x) against the Borrower
     or any of its Subsidiaries which could reasonably be expected to materially
     and adversely affect the business, operations, property, assets,
     liabilities, condition (financial or otherwise) or prospects of the
     Borrower and its Subsidiaries taken as a whole, (y) with respect to any
     material Indebtedness of the Borrower or any of its Subsidiaries or (z)
     with respect to the Refinancing or any Credit Document.

          (g)  OTHER REPORTS AND FILINGS.  Promptly after the filing or delivery
     thereof, copies of all reports on Forms 10-K, 10-Q and 8-K and all proxy
     materials, if any, which the Borrower or any of its Subsidiaries shall
     publicly file with the Securities and Exchange Commission or any successor
     thereto (the "SEC").

          (h)  ENVIRONMENTAL MATTERS.  Promptly after any officer of any Credit
     Party obtains knowledge thereof, notice of one or more of the following
     environmental matters, unless such environmental matters could not,
     individually or when aggregated with all other such environmental matters,
     be reasonably expected to materially and adversely affect the business,
     operations, property, assets, liabilities, condition (financial or other
     wise) or prospects of the Borrower and its Subsidiaries taken as a whole:

                  (i)   any pending or threatened Environmental Claim against
          the Borrower or any of its Subsidiaries or any Real Property owned or
          operated by the Borrower or any of its Subsidiaries;

                  (ii)  any condition or occurrence on or arising from any
          Real Property owned or operated by the Borrower or any of its Subsidi
          aries that (a) results in noncompliance by the Borrower or any of its
          Subsidiaries with any applicable Environmental Law or (b) could be
          expected to form the basis of an Environmental Claim against the
          Borrower or any of its Subsidiaries or any such Real Property;

                  (iii) any condition or occurrence on any Real Property owned
          or operated by the Borrower or any of its Subsidiaries that could be
          expected to cause such Real Property to be subject to any restric
          tions on the ownership, occupancy, use or transferability by the
          Borrower or any of its Subsidiaries of such Real Property under any
          Environmental Law; and

                  (iv)  the taking of any removal or remedial action in
          response to the actual or alleged presence of any Hazardous Material
          on any Real Property owned or operated by the Borrower or any of its
          Subsidiaries as required by any Environmental Law or any governmental
          or other administrative agency; PROVIDED, that in any event the
          Borrower shall deliver to each Bank all notices received by the
          Borrower or any of its Subsidiaries from any government or
          governmental agency under, or pursuant to, CERCLA which identify the
          Borrower or any of its Subsidiaries as potentially responsible
          parties for remediation costs or which otherwise notify the Borrower
          or any of its Subsidiaries of potential liability under CERCLA.

          All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and the Borrower's or such Subsidiary's response thereto.

          (i)  ANNUAL MEETINGS WITH BANKS.  At a date to be mutually agreed upon
     between the Agent and the Borrower occurring on or prior to the 120th day
     after the close of each fiscal year of the Borrower, the Borrower shall, at
     the request of the Agent,  hold a meeting with all of the Banks at which
     meeting shall be reviewed the financial results of the Borrower and its
     Subsidiaries for the previous fiscal year and the budgets presented for the
     current fiscal year of the Borrower.

          (j)  OTHER INFORMATION.  From time to time, such other information or
     documents (financial or otherwise) with respect to the Borrower or any of
     its Subsidiaries as the Agent or any Bank may reasonably request.

          0.02  BOOKS, RECORDS AND.  The Borrower will, and will cause each of
its Subsidiaries to, keep proper books of record and accounts in which full,
true and correct entries in conformity with generally accepted accounting prin
ciples and all requirements of law shall be made of all dealings and
transactions in relation to its business and activities.  The Borrower will, and
will cause each of its Subsidiaries to, permit officers and designated
representatives of the Agent or any Bank to visit and inspect, under guidance of
officers of the Borrower or such Subsidiary, any of the properties of the
Borrower or such Subsidiary, and to examine the books of account of the Borrower
or such Subsidiary and discuss the affairs, finances and accounts of the
Borrower or such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as the Agent or such Bank may reasonably
request.

          0.03  MAINTENANCE OF PROPERTY; INSURANCE.  The Borrower will, and will
cause each of its Subsidiaries to, (i) keep all property necessary to the
business of the Borrower and its Subsidiaries in reasonably good working order
and condition, ordinary wear and tear excepted, (ii) maintain insurance in at
least such amounts and against at least such risks as is consistent and in accor
dance with industry practice for companies similarly situated owning similar
properties in the same general areas in which the Borrower or any of its
Subsidiaries operates, and (iii) furnish to the Agent or any Bank, upon written
request, full information as to the insurance carried.  If the Borrower or any
of its Subsidiaries shall fail to maintain insurance in accordance with this
Section 8.03, the Agent shall have the right (but shall be under no obligation)
to procure such insurance and the Borrower agrees to reimburse the Collateral
Agent for all costs and expenses of procuring such insurance.

          0.04  CORPORATE FRANCHISES.  The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises, licenses and patents; PROVIDED, however, that nothing in this
Section 8.04 shall prevent (i) sales of assets and other transactions by the
Borrower or any of its Subsidiaries in accordance with Section 9.02 or (ii) the
withdrawal by the Borrower or any of its Subsidiaries of its qualification as a
foreign corporation in any jurisdiction where such withdrawal could not
reasonably be expected to have a material adverse effect on the business, opera
tions, property, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          0.05  COMPLIANCE WITH STATUTES, ETC.  The Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its busi
ness and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances (x) as could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the busi
ness, operations, property, assets, liabilities, condition (financial or other
wise) or prospects of the Borrower and its Subsidiaries taken as a whole or (y)
as are being contested in good faith by the Borrower or such Subsidiary through
appropriate proceedings which are being diligently prosecuted.

          0.06  COMPLIANCE WITH ENVIRONMENTAL LAWS.  The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
Environmental Laws applicable to the ownership or use of its Real Property now
or hereafter owned or operated by the Borrower or any of its Subsidiaries, will
promptly pay or cause to be paid all costs and expenses incurred in connection
with such compliance, and will keep or cause to be kept all such Real Property
free and clear of any Liens imposed pursuant to such Environmental Laws.
Neither the Borrower nor any of its Subsidiaries will generate, use, treat,
store, Release or dispose of, or permit the generation, use, treatment, storage,
Release or disposal of Hazardous Materials on any Real Property now or hereafter
owned or operated by the Borrower or any of its Subsidiaries, or transport or
permit the transportation of Hazardous Materials to or from any such Real
Property, except for Hazardous Materials generated, used, treated, stored,
Released or disposed of at any such Real Properties in compliance in all
material respects with all applicable Environmental Laws and reasonably required
in connection with the operation, use and maintenance of the business or
operations of the Borrower or any of its Subsidiaries.

          0.07  ERISA.  As soon as possible and, in any event, within ten (10)
days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
knows of the occurrence of any of the following, the Borrower will deliver to
each of the Banks a certificate of the Chief Financial Officer of the Borrower
setting forth the full details as to such occurrence and the action, if any,
that the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC,
a Plan participant or the Plan administrator with respect thereto:  that a
Reportable Event has occurred (except to the extent that the Borrower has
previously delivered to the Banks a certificate and notices (if any) concerning
such event pursuant to the next clause hereof); that a contributing sponsor (as
defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA
is subject to the advance reporting requirement of PBGC Regulation Section
4043.61 (without regard to subparagraph (b)(1) thereof), and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
4043 is reasonably expected to occur with respect to such Plan within the
following 30 days; that an accumulated funding deficiency, within the meaning of
Section 412 of the Code or Section 302 of ERISA, has been incurred or an
application may be or has been made for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan; that any contribution required to be made with
respect to a Plan or Foreign Pension Plan has not been timely made; that a Plan
has been or may be terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA; that a Plan has an Unfunded Current Liability; that
proceedings may be or have been instituted to terminate or appoint a trustee to
administer a Plan which is subject to Title IV of ERISA; that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that the Borrower, any Subsidiary of the Borrower or any
ERISA Affiliate will or may incur any material liability (including any
indirect, contingent, or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29),
4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or
with respect to a group health plan (as defined in Section 607(1) of ERISA or
Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the
Borrower or any Subsidiary of the Borrower may incur any material liability
pursuant to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) that provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any Plan or any Foreign
Pension Plan.  Upon the request of the Agent, the Borrower will deliver to each
of the Banks a complete copy of the annual report (on Internal Revenue Service
Form 5500-series) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the
Internal Revenue Service.  In addition to any certificates or notices delivered
to the Banks pursuant to the first sentence hereof, copies of any records,
documents or other information that must be furnished to the PBGC with respect
to any Plan pursuant to Section 4010 of ERISA, and any material notices received
by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate with
respect to any Plan or Foreign Pension Plan shall be delivered to the Banks no
later than ten (10) days after the date such records, documents and/or
information has been furnished to the PBGC or such notice has been received by
the Borrower, the Subsidiary or the ERISA Affiliate, as applicable.

          0.08  END OF FISCAL YEARS; FISCAL QUARTERS.  The Borrower will cause
(i) its fiscal year to end on December 31, and (ii) its fiscal quarters to end
on March 31, June 30, September 30 and December 31.

          0.09  PERFORMANCE OF.  The Borrower will, and will cause each of its
Subsidiaries to, perform all of its obligations under the terms of each mort
gage, indenture, security agreement, loan agreement or credit agreement and each
other material agreement, contract or instrument by which it is bound, except
such non-performances as could not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the business, operations, prop
erty, assets, liabilities, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole.

          0.1  PAYMENT OF TAXES.  The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims for sums that have become due and payable which,
if unpaid, might become a Lien not otherwise permitted under Section 9.01(i);
PROVIDED, that neither the Borrower nor any of its Subsidiaries shall be re
quired to pay any such tax, assessment, charge, levy or claim which is being con
tested in good faith and by proper proceedings if it has maintained adequate re
serves with respect thereto in accordance with generally accepted accounting
principles.

          0.2  FOREIGN SUBSIDIARIES GUARANTY, ETC.  If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower reasonably acceptable to the Agent does not within 30 days after a
request from the Agent or the Required Banks deliver evidence, in form and sub
stance mutually satisfactory to the Agent and the Borrower, with respect to any
Foreign Subsidiary of the Borrower which has not already had all of its stock
pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of
the total combined voting power of all classes of capital stock of such Foreign
Subsidiary entitled to vote, and (ii) the entering into by such Foreign
Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty,
in any such case could reasonably be expected to cause (I) the undistributed
earnings of such Foreign Subsidiary as determined for federal income tax pur
poses to be treated as a deemed dividend to such Foreign Subsidiary's United
States parent for federal income tax purposes or (II) other material adverse
federal income tax consequences to the Credit Parties, then in the case of a
failure to deliver the evidence described in clause (i) above, that portion of
such Foreign Subsidiary's outstanding capital stock owned by any Credit Party
and not theretofore pledged pursuant to the Pledge Agreement shall be pledged to
the Collateral Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreement and in the case of a failure to deliver the evidence described
in clause (ii) above, such Foreign Subsidiary shall execute and deliver (x) the
Subsidiaries Guaranty (or another guaranty in substantially similar form if
needed), guaranteeing the Obligations of the Borrower under the Credit Documents
and under any Interest Rate Protection Agreement or Other Hedging Agreement and
(y) the Pledge Agreement (or another pledge agreement in substantially similar
form if needed) securing such Foreign Subsidiaries' obligations under the
Subsidiaries Guaranty, in each case to the extent that the entering into the
Subsidiaries Guaranty and Pledge Agreement is permitted by the laws of the
respective foreign jurisdiction and with all documents delivered pursuant to
this Section 8.11 to be in form and substance reasonably satisfactory to the
Agent.

          0.3  MARGIN STOCK.  The Borrower will, and will cause each of the
Subsidiary Guarantors to, take any and all actions as may be required to ensure
that no capital stock pledged, or required to be pledged, pursuant to the Pledge
Agreement shall constitute Margin Stock.

          SECTION 1.  NEGATIVE COVENANTS.  The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Revolving Loan
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

          0.01  LIENS.  The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets (in
cluding sales of accounts receivable with recourse to the Borrower or any of its
Subsidiaries), or assign any right to receive income or permit the filing of any
financing statement under the UCC or any other similar notice of Lien under any
similar recording or notice statute; PROVIDED that the provisions of this Sec
tion 9.01 shall not prevent the creation, incurrence, assumption or existence of
the following (Liens described below are herein referred to as "Permitted
Liens"):

        (i)    inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due or not yet delinquent and payable without any penalty of
     any kind or character or Liens for taxes, assessments or governmental
     charges or levies being contested in good faith and by appropriate pro
     ceedings for which adequate reserves have been established in accordance
     with generally accepted accounting principles;

       (ii)    Liens in respect of property or assets of the Borrower or any of
     its Subsidiaries imposed by law, which were incurred in the ordinary course
     of business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, materialmen's and mechanics' liens and other
     similar Liens arising in the ordinary course of business, and (x) which do
     not in the aggregate materially detract from the value of the Borrower's or
     such Subsidiary's property or assets or materially impair the use thereof
     in the operation of the business of the Borrower or such Subsidiary or
     (y) which are being contested in good faith by appropriate proceedings,
     which proceedings have the effect of preventing the forfeiture or sale of
     the property or assets subject to any such Lien;

      (iii)    Liens in existence on the Effective Date which are listed, and
     the property subject thereto described, in Schedule V, but only to the
     respective date, if any, set forth in such Schedule V for the removal,
     replacement and termination of any such Liens, plus renewals, replacements
     and extensions of such Liens to the extent set forth on Schedule V,
     PROVIDED that (x) the aggregate principal amount of the Indebtedness, if
     any, secured by such Liens does not increase from that amount outstanding
     at the time of any such renewal, replacement or extension and (y) any such
     renewal, replacement or extension does not encumber any additional assets
     or properties of the Borrower or any of its Subsidiaries;

       (iv)    Liens created pursuant to the Pledge Agreement;

        (v)    leases or subleases granted to other Persons not materially
     interfering with the conduct of the business of the Borrower or any of its
     Subsidiaries;

       (vi)    Liens upon assets of the Borrower or any of its Subsidiaries
     subject to Capitalized Lease Obligations to the extent such Capitalized
     Lease Obligations are permitted by Section 9.04(iv), PROVIDED that (x) such
     Liens only serve to secure the payment of Indebtedness arising under such
     Capitalized Lease Obligation and (y) the Lien encumbering the asset giving
     rise to the Capitalized Lease Obligation does not encumber any other asset
     of the Borrower or any Subsidiary of the Borrower;

      (vii)    Liens placed upon equipment or machinery used in the ordinary
     course of business of the Borrower or any of its Subsidiaries at the time
     of the acquisition thereof by the Borrower or any such Subsidiary or within
     90 days thereafter to secure Indebtedness incurred to pay all or a portion
     of the purchase price thereof or to secure Indebtedness incurred solely for
     the purpose of financing the acquisition of any such equipment or machinery
     or extensions, renewals or replacements of any of the foregoing for the
     same or a lesser amount, PROVIDED that (x) such Indebtedness is permitted
     by Section 9.04(iv) and (y) in all events, the Lien encumbering the equip
     ment or machinery so acquired does not encumber any other asset of the
     Borrower or such Subsidiary;

     (viii)    easements, rights-of-way, restrictions, encroachments and other
     similar charges or encumbrances, and minor title deficiencies, in each case
     not securing Indebtedness and not materially interfering with the conduct
     of the business of the Borrower or any of its Subsidiaries;

       (ix)    Liens arising from precautionary UCC financing statement filings
     regarding operating leases;

        (x)    Liens arising out of the existence of judgments or awards in
     respect of which the Borrower or any of its Subsidiaries shall in good
     faith be prosecuting an appeal or proceedings for review in respect of
     which there shall have been secured a subsisting stay of execution pending
     such appeal or proceedings, provided that the aggregate amount of any cash
     and the fair market value of any property subject to such Liens do not
     exceed $1,000,000 at any time outstanding;

       (xi)    statutory and common law landlords' liens under leases to which
     the Borrower or any of its Subsidiaries is a party;

      (xii)    Liens placed upon any of the assets of a Foreign Subsidiary of
     the Borrower to secure any Foreign Subsidiary Third Party Borrowings
     directly incurred by such Foreign Subsidiary pursuant to Section 9.04(v),
     provided that in all events the Lien encumbering such assets does not
     encumber any asset of the Borrower or any other Subsidiary of the Borrower;

     (xiii)    Liens (other than Liens imposed under ERISA) incurred in the
     ordinary course of business in connection with workers compensation claims,
     unemployment insurance and social security benefits; and

      (xiv)    Liens securing the performance of bids, tenders, leases and
     contracts in the ordinary course of business, statutory obligations, surety
     bonds, performance bonds and other obligations of a like nature incurred in
     the ordinary course of business (exclusive of obligations in respect of the
     payment for borrowed money), PROVIDED that the aggregate outstanding amount
     of obligations secured by Liens permitted by this clause (xiv) (and the
     value of all cash and property encumbered by Liens permitted pursuant to
     this clause (xiv)) shall not at any time exceed $500,000.

          0.02  CONSOLIDATION, MERGER, PURCHASE OR SALE OF ASSETS, ETC.  The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or con
solidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets, or enter into any sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time), except that:

         (i)   Capital Expenditures by the Borrower and its Subsidiaries shall
     be permitted to the extent not in violation of Section 9.07;

        (ii)   each of the Borrower and its Subsidiaries may make sales of
     inventory in the ordinary course of business;

       (iii)   each of the Borrower and its Subsidiaries may sell obsolete or
     worn-out equipment or materials in the ordinary course of business;

        (iv)   each of the Borrower and its Subsidiaries may sell or discount,
     in each case without recourse and in the ordinary course of business,
     accounts receivable arising in the ordinary course of business, but only in
     connection with the compromise or collection thereof;

         (v)   each of the Borrower and its Subsidiaries may sell other assets
     in the ordinary course of business in an aggregate amount not to exceed
     $50,000 per sale or series of related sales;

        (vi)   each of the Borrower and its Subsidiaries may sell other assets,
     so long as (i) no Default or no Event of Default then exists or would
     result therefrom, (ii) each such sale is in an arm's-length transaction and
     the Borrower or the respective Subsidiary receives at least fair market
     value (as determined in good faith by the Borrower or such Subsidiary, as
     the case may be), (iii) the total consideration received by the Borrower or
     such Subsidiary is at least 90% cash and is paid at the time of the closing
     of such sale, (iv) the Net Sale Proceeds therefrom are applied and/or
     reinvested as (and to the extent) required by Section 3.03(b) and (v) the
     aggregate amount of the proceeds received from all assets sold pursuant to
     this clause (vi) shall not exceed $2,500,000 in any fiscal year of the
     Borrower;

       (vii)   Investments may be made to the extent permitted by Section 9.05;

      (viii)   each of the Borrower and its Subsidiaries may lease (as lessee)
     real or personal property (so long as any such lease does not create a
     Capitalized Lease Obligation except to the extent permitted by
     Section 9.04(iv));

        (ix)   the Borrower and its Wholly-Owned Subsidiaries may acquire all or
     substantially all of the assets of any Person (or all or substantially all
     of the assets of a product line or division of any Person) or 100% of the
     capital stock of any Person (any such acquisition permitted by this clause
     (ix), a "Permitted Acquisition"), so long as (i) no Default or Event of
     Default then exists or would result therefrom, (ii) each of the
     representations and warranties contained in Section 7 shall be true and
     correct in all material respects both before and after giving effect to
     such Permitted Acquisition, (iii) any Liens or Indebtedness assumed or
     issued in connection with such acquisition are otherwise permitted under
     Section 9.01 or 9.04, as the case may be, (iv) the only consideration paid
     by the Borrower or any of its Subsidiaries in connection with any Permitted
     Acquisition consists solely of cash and/or common stock or Qualified
     Preferred Stock of the Borrower, (v) at least 10 Business Days prior to the
     consummation of any Permitted Acquisition, the Borrower shall deliver to
     the Agent and each of the Banks a certificate of the Borrower's Chief
     Financial Officer certifying (and showing the calculations therefor in
     reasonable detail) that the Borrower would have been in compliance with the
     financial covenants set forth in Sections 9.08, 9.09 and 9.10 for the Test
     Period then most recently ended prior to the date of the consummation of
     such Permitted Acquisition, in each case with such financial covenants to
     be determined on a PRO FORMA basis as if such Permitted Acquisition had
     been consummated on the first day of such Test Period (and assuming that
     any Indebtedness incurred, issued or assumed in connection therewith had
     been incurred, issued or assumed on the first day of, and had remained
     outstanding throughout, such Test Period), (vi) the aggregate cash
     consideration paid in connection with any Permitted Acquisition (including,
     without limitation, any earn-out, non-compete or deferred compensation
     arrangements and the aggregate principal amount of any Indebtedness assumed
     in connection therewith) does not exceed $15,000,000, provided that such
     amount shall be increased to $25,000,000 to the extent that the Borrower's
     PRO FORMA Leverage Ratio after giving effect to such Permitted Acquisition
     is 2.00:1.00 or less and (vii) the sum of (I) aggregate cash consideration
     paid in connection with any Permitted Acquisition (including, without
     limitation, any earn-out, non-compete or deferred compensation arrangements
     and the aggregate principal amount of any Indebtedness assumed in
     connection therewith) and (II) the fair market value of any common stock
     and/or Qualified Preferred Stock of the Borrower issued in connection
     therewith, does not exceed $60,000,000;

         (x)   each of the Borrower and its Subsidiaries may grant leases or
     subleases to other Persons not materially interfering with the conduct of
     the business of the Borrower or any of its Subsidiaries;

        (xi)   the Borrower and its Subsidiaries may consummate sale and
     leaseback transactions with respect to those properties identified on
     Schedule VI so long as (i) no Default or Event of Default then exists or
     would result therefrom, (ii) each such sale and leaseback transaction is in
     an arm's-length transaction and the Borrower or the respective Subsidiary
     receives at least fair market value (as determined in good faith by the
     Borrower or such Subsidiary, as the case may be), (iii) the total
     consideration received by the Borrower or such Subsidiary in connection
     with each such sale and leaseback transaction is cash and is paid at the
     time of the closing thereof, and (iv) the Net Sale Proceeds therefrom are
     applied and/or reinvested as (and to the extent) required by Section
     3.03(b);

       (xii)   any Subsidiary of the Borrower may be merged or consolidated with
     or into the Borrower so long as the Borrower is the surviving corporation
     of such merger or consolidation;

      (xiii)    any Subsidiary of the Borrower may be merged or consolidated
     with or into any other Subsidiary of the Borrower so long as (i) in the
     case of any such merger or consolidation involving a Subsidiary Guarantor,
     the Subsidiary Guarantor is the surviving corporation of such merger or
     consolidation and (ii) in the case of any such merger or consolidation
     involving a Wholly-Owned Subsidiary of the Borrower, the Wholly-Owned
     Subsidiary is the surviving corporation of such merger or consolidation;
     and

       (xiv)   the Borrower may sell the capital stock of Viatel owned by the
     Borrower, so long as (i) no Default or Event of Default then exists or
     would result therefrom, (ii) such sale is in an arm's-length transaction
     and the Borrower receives at least fair market value (as determined in good
     faith by the Borrower) and (iii) the total consideration received by the
     Borrower is at least 90% cash and is paid at the time of the closing of
     such sale.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Pledge Agreement Collateral, or any Pledge Agreement
Collateral is sold as permitted by this Section 9.02 (other than to the Borrower
or a Subsidiary thereof), such Pledge Agreement Collateral shall be sold free
and clear of the Liens created by the Pledge Agreement and the Agent and the Col
lateral Agent shall be authorized to take any actions deemed appropriate in
order to effect the foregoing.

            0.03  DIVIDENDS .  The Borrower will not, and will not permit any of
its Subsidiaries to, authorize, declare or pay any Dividends with respect to the
Borrower or any of its Subsidiaries, except that:

         (i)   any Subsidiary of the Borrower may pay cash Dividends to the
     Borrower or to any Wholly-Owned Subsidiary of the Borrower;

        (ii)   any non-Wholly-Owned Subsidiary of the Borrower may pay cash
     Dividends to its shareholders generally so long as the Borrower or its
     respective Subsidiary which owns the equity interest in the Subsidiary
     paying such Dividends receives at least its proportionate share thereof
     (based upon its relative holding of the equity interest in the Subsidiary
     paying such Dividends and taking into account the relative preferences, if
     any, of the various classes of equity interests of such Subsidiary); and

       (iii)   so long as there shall exist no Default or no Event of Default
     (both before and after giving effect to the payment thereof), the Borrower
     may repurchase outstanding shares of its common stock (or options to pur
     chase such common stock), provided that the aggregate amount of Dividends
     paid by the Borrower pursuant to this clause (iii) shall not exceed
     $5,000,000 in any fiscal year of the Borrower or more than $15,000,000 in
     the aggregate.

          0.04  INDEBTEDNESS.  The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

         (i)   Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

        (ii)   Existing Indebtedness outstanding on the Effective Date and
     listed on Schedule IV, and giving effect to any subsequent extension,
     renewal or refinancing thereof, provided that the aggregate principal
     amount of the Indebtedness to be extended, renewed or refinanced does not
     increase from that amount outstanding at the time of any such extension,
     renewal or refinancing;

       (iii)   Indebtedness under Interest Rate Protection Agreements entered
     into with respect to other Indebtedness permitted under this Section 9.04;

        (iv)   Indebtedness of the Borrower and its Subsidiaries evidenced by
     Capitalized Lease Obligations and purchase money Indebtedness subject to
     Liens permitted under Section 9.01(vii), PROVIDED that in no event shall
     the sum of (I) the aggregate principal amount of all Capitalized Lease
     Obligations and (II) the aggregate principal amount of all purchase money
     Indebtedness exceed $15,000,000 at any time outstanding;

         (v)   Indebtedness of any Foreign Subsidiary of the Borrower under
     lines of credit extended by third Persons to any such Foreign Subsidiary
     the proceeds of which Indebtedness are used for such Foreign Subsidiary's
     working capital and general corporate purposes, provided that the aggregate
     principal amount of all such Indebtedness incurred pursuant to this clause
     (v), together with the aggregate principal amount of any Existing
     Indebtedness under such lines of credit, shall not exceed $45,000,000 (or
     the Dollar Equivalent thereof in the case of Indebtedness incurred in a
     currency other than Dollars) at any time outstanding (the "Foreign
     Subsidiary Third Party Subsidiary Borrowings");

        (vi)   intercompany Indebtedness among the Borrower and its Subsidiaries
     to the extent permitted by Sections 9.05(ix) and (xiv);

       (vii)   Indebtedness consisting of guaranties by the Borrower and its
     Subsidiaries of other Indebtedness of the Borrower and its Subsidiaries
     otherwise permitted to be incurred under this Section 9.04;

      (viii)   Indebtedness under Other Hedging Agreements providing protection
     against fluctuations in currency values in connection with the Borrower's
     or any of its Subsidiaries' operations so long as management of the
     Borrower or such Subsidiary, as the case may be, has determined that the
     entering into of such Other Hedging Agreements are bona fide hedging
     activities and are not for speculative purposes; and

        (ix)   additional unsecured Indebtedness incurred by the Borrower and
     its Subsidiaries in an aggregate principal amount not to exceed $2,000,000
     at any one time outstanding.

          0.05  ADVANCES, INVESTMENTS AND LOANS.  The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, lend money
or credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other com
modities at a future date in the nature of a futures contract, or hold any cash
or Cash Equivalents (each of the foregoing an "Investment" and, collectively,
"Investments"), except that the following shall be permitted:

         (i)   the Borrower and its Subsidiaries may acquire and hold accounts
     receivables owing to any of them, if created or acquired in the ordinary
     course of business and payable or dischargeable in accordance with cus
     tomary trade terms of the Borrower or such Subsidiary;

        (ii)   the Borrower and its Subsidiaries may acquire and hold cash and
     Cash Equivalents, provided that during any time that Revolving Loans or
     Swingline Loans are outstanding the aggregate amount of cash and Cash
     Equivalents permitted to be held by the Borrower and its Domestic
     Subsidiaries shall not exceed $5,000,000 for any period of five consecutive
     Business Days;

       (iii)   the Borrower and its Subsidiaries may hold the Investments held
     by them on the Effective Date and described on Schedule VII, provided that
     any additional Investments made with respect thereto shall be permitted
     only if independently justified under the other provisions of this Section
     9.05;

        (iv)   the Borrower and its Subsidiaries may acquire and own investments
     (including debt obligations) received in connection with the bankruptcy or
     reorganization of suppliers and customers and in good faith settlement of
     delinquent obligations of, and other disputes with, customers and suppliers
     arising in the ordinary course of business;

         (v)   the Borrower and its Subsidiaries may make loans and advances in
     the ordinary course of business to their respective employees so long as
     the aggregate principal amount thereof at any time outstanding (determined
     without regard to any write-downs or write-offs of such loans and advances)
     shall not exceed $1,000,000;

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

       (vii)   the Borrower may enter into Interest Rate Protection Agreements
     to the extent permitted by Section 9.04(iii);

      (viii)   the Borrower and its Subsidiaries may enter into Other Hedging
     Agreements to the extent permitted by Section 9.04(viii);

        (ix)   the Borrower and its Subsidiaries may make intercompany loans and
     advances between or among one another (collectively, "Intercompany Loans"),
     so long as (i) each Intercompany Loan made by a Credit Party shall be
     evidenced by an Intercompany Note that is pledged to the Collateral Agent
     pursuant to the Pledge Agreement and (ii) the aggregate outstanding
     principal amount of all Intercompany Loans made by the Credit Parties to
     non-Credit Parties shall not exceed $5,000,000 at any time outstanding
     (determined without regard to any write-downs or write-offs of such
     Intercompany Loans);

         (x)   the Borrower may make cash common equity contributions to the
     capital of the Subsidiary Guarantors and the Subsidiary Guarantors may make
     cash common equity contributions to the capital of their respective
     Subsidiaries which are Subsidiary Guarantors;

        (xi)   the Borrower and the Subsidiary Guarantors may make cash common
     equity contributions to the capital of Subsidiaries of the Borrower which
     are not Subsidiary Guarantors so long as the aggregate amount of all such
     cash common equity contributions does not exceed $2,000,000;

       (xii)   Permitted Acquisitions shall be permitted pursuant to Section
     9.02(ix);

      (xiii)   the Borrower and its Subsidiaries may acquire and hold promissory
     notes issued by the purchaser of assets in connection  with a sale of such
     assets to the extent permitted by Sections 9.02(vi) and (xiv);

       (xiv)   the Borrower and its Subsidiaries may make additional Investments
     in an aggregate amount not to exceed $1,000,000; and

        (xv)   the Borrower and the Subsidiary Guarantors may make additional
     Intercompany Loans to Wholly-Owned Foreign Subsidiaries of the Borrower for
     the purpose of enabling such Wholly-Owned Foreign Subsidiaries to
     consummate a Permitted Acquisition so long as each such Intercompany Loan
     made by a Credit Party shall be evidenced by an Intercompany Note that is
     pledged to the Collateral Agent pursuant to the Pledge Agreement.

          0.06  TRANSACTIONS WITH AFFILIATES.  The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Borrower or any of its Subsidiaries, other than in the
ordinary course of business and on terms and conditions substantially as favor
able to the Borrower or such Subsidiary as would reasonably be obtained by the
Borrower or such Subsidiary at that time in a comparable arm's-length transac
tion with a Person other than an Affiliate, except that the following in any
event shall be permitted:

         (i)   Dividends may be paid to the extent provided in Section 9.03;

        (ii)   loans may be made and other transactions may be entered into by
     the Borrower and its Subsidiaries to the extent permitted by Sections 9.04
     and 9.05;

       (iii)   customary fees may be paid to non-officer directors of the
     Borrower and its Subsidiaries; and

        (iv)   transactions between or among the Borrower and its Subsidiaries
     to the extent that such transactions are otherwise permitted under this
     Agreement.

          0.07  CAPITAL EXPENDITURES.  (a)  The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(i) during the period from the Effective Date through and including December 31,
1997, the Borrower and its Subsidiaries may make Capital Expenditures so long as
the aggregate amount of all such Capital Expenditures does not exceed
$40,000,000, and (ii) during any fiscal year of the Borrower set forth below
(taken as one accounting period), the Borrower and its Subsidiaries may make
Capital Expenditures so long as the aggregate amount of all such Capital
Expenditures does not exceed in any fiscal year of the Borrower set forth below
the amount set forth opposite such fiscal year below:

          Fiscal Year Ending           Amount

          December 31, 1998            $75,000,000
          December 31, 1999            $85,000,000
          December 31, 2000            $110,000,000
          December 31, 2001            $125,000,000
          December 31, 2002            $70,000,000

          (b)  In addition to the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its Subsidiaries
pursuant to clause (a) above in any fiscal year of the Borrower (before giving
effect to any increase in such permitted Capital Expenditure amount pursuant to
this clause (b)) is greater than the amount of Capital Expenditures actually
made by the Borrower and its Subsidiaries during such fiscal year, the lesser of
(x) such excess and (y) 25% of the applicable permitted scheduled Capital
Expenditure amount as set forth in such clause (a) above may be carried forward
and utilized to make Capital Expenditures in the immediately succeeding fiscal
year, provided that no amounts once carried forward pursuant to this Section
9.07(b) may be carried forward to any fiscal year thereafter and such amounts
may only be utilized after the Borrower and its Subsidiaries have utilized in
full the permitted Capital Expenditure amount for such fiscal year as set forth
in the table in clause (a) above (without giving effect to any increase in such
amount by operation of this clause (b)).

          (c)  In addition to the foregoing, the Borrower and it Subsidiaries
may make Capital Expenditures with the amount of Net Sale Proceeds received by
the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net
Sale Proceeds are reinvested in replacement assets within 180 days following the
date of such Asset Sale to the extent such Net Sale Proceeds are not otherwise
required to be applied to reduce the Total Revolving Loan Commitment pursuant to
Section 3.03(b).

          (d)  In addition to the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures with the amount of Net Insurance Proceeds received
by the Borrower or any of its Subsidiaries from any Recovery Event so long as
such Net Insurance Proceeds are used to replace or restore any properties or
assets in respect of which such Net Insurance Proceeds were paid within 180 days
following the date of receipt of such Net Insurance Proceeds from such Recovery
Event to the extent such Net Insurance Proceeds are not otherwise required to be
applied to reduce the Total Revolving Loan Commitment pursuant to
Section 3.03(d).

          (e)  In addition to the foregoing, the Borrower and its Wholly-Owned
Subsidiaries may consummate Permitted Acquisitions to the extent permitted by
Section 9.02(ix).

          0.08  CONSOLIDATED INTEREST COVERAGE.  The Borrower will not permit
the Consolidated Interest Coverage Ratio for any Test Period ending on the last
day of a fiscal quarter set forth below to be less than the ratio set forth
opposite such fiscal quarter below:


               Fiscal Quarter Ending         Ratio

               December 31, 1997             4.00:1.00
               March 31, 1998                4.00:1.00
               June 30, 1998                 4.00:1.00
               September 30, 1998            4.50:1.00
               December 31, 1998             4.50:1.00
               March 31, 1999                4.50:1.00
               June 30, 1999                 4.50:1.00
               September 30, 1999            5.00:1.00
               December 31, 1999             5.00:1.00
               March 31, 2000                5.00:1.00
               June 30, 2000                 5.00:1.00
               September 30, 2000            5.50:1.00
               December 31, 2000             5.50:1.00
               March 31, 2001                5.50:1.00
               June 30, 2001                 5.50:1.00
               September 30, 2001 and        6.00:1.00
               the last day of each fiscal
               quarter thereafter

          9.09  MAXIMUM LEVERAGE RATIO.  The Borrower will not permit the
Leverage Ratio at any time during a period set forth below to be greater than
the ratio set forth opposite such period below:


               Period                             Ratio

               Effective Date through             3.00:1.00
               and including June 30, 2000

               July 1, 2000 through               2.50:1.00
               and including June 30, 2001
   
               July 1, 2001                       2.25:1.00
               and thereafter


          9.10  MINIMUM CONSOLIDATED EBITDA.  The Borrower will not permit
Consolidated EBITDA for any Test Period ending on the last day of a fiscal
quarter set forth below to be less than the amount set forth opposite such
fiscal quarter below:


               Fiscal Quarter Ending              Amount

               September 30, 1997            $50,000,000
               December 31, 1997             $50,000,000
               March 31, 1998                $50,000,000
               June 30, 1998                 $50,000,000
               September 30, 1998            $60,000,000
               December 31, 1998             $60,000,000
               March 31, 1999                $60,000,000
               June 30, 1999                 $60,000,000
               September 30, 1999            $75,000,000
               and the last day of
               each fiscal quarter thereafter

          9.11  LIMITATION ON MODIFICATIONS OF CERTIFICATE OF INCORPORATION AND
BY-LAWS.  The Borrower will not, and will not permit any of its Subsidiaries to,
amend, modify or change its certificate or articles of incorporation (including,
without limitation, by the filing or modification of any certificate of designa
tion) or by-laws (or the equivalent organizational documents) unless such
amendment, modification or change could not be adverse to the interests of the
Banks.

          9.12  LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES .  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary
of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of
the Borrower or (c) transfer any of its properties or assets to the Borrower or
any Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) applicable law, (ii) this Agreement and the
other Credit Documents, (iii) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Borrower or any
Subsidiary of the Borrower, (v) customary provisions restricting assignment of
any licensing agreement or agreements for the provision of services entered into
by the Borrower or any Subsidiary of the Borrower in the ordinary course of busi
ness and (vi) restrictions on the transfer of any asset subject to a Lien
permitted by Section 9.01.

          9.13  LIMITATION ON ISSUANCE OF CAPITAL STOCK.  (a)  The Borrower will
not, and will not permit any of its Subsidiaries to, issue (i) any preferred
stock (other than Qualified Preferred Stock of the Borrower) or (ii) any
redeemable common stock (other than common stock that is redeemable at the sole
option of the Borrower or such Subsidiary).

          (b)  The Borrower will not permit any of its Subsidiaries to issue any
capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for stock splits, stock dividends and issuances which do not decrease the per
centage ownership of the Borrower or any of its Subsidiaries in any class of the
capital stock of such Subsidiary, (iii) to qualify directors to the extent
required by applicable law or (iv) for issuances by newly created or acquired
Subsidiaries in accordance with the terms of this Agreement.

          9.14  BUSINESS.  The Borrower and its Subsidiaries will not engage in
any businesses other than the businesses engaged in by the Borrower and its
Subsidiaries as of the Effective Date and reasonable extensions thereof.

          9.15  LIMITATION ON CREATION OF SUBSIDIARIES.  Notwithstanding
anything to the contrary contained in this Agreement, the Borrower will not, and
will not permit any of its Subsidiaries to, establish, create or acquire after
the Effective Date any Subsidiary, PROVIDED that the Borrower and its Wholly-
Owned Subsidiaries shall be permitted to establish or create (x) Wholly-Owned
Subsidiaries so long as (i) the capital stock or other equity interests of each
such new Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is
pledged pursuant to, and to the extent required by, the Pledge Agreement, (ii)
each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary except to
the extent required pursuant to Section 8.11) executes a counterpart of the Sub
sidiaries Guaranty and the Pledge Agreement, and (iii) each such new Wholly-
Owned Subsidiary (other than a Foreign Subsidiary except to the extent required
pursuant to Section 8.11) executes and delivers, or causes to be executed and
delivered, all other relevant documentation of the type described in Section 5
as such new Wholly-Owned Subsidiary would have had to deliver if such new 
Wholly-Owned Subsidiary were a Credit Party on the Effective Date and (y) non-
Wholly-Owned Subsidiaries to the extent permitted by Section 9.05(xiv) so long 
as the capital stock or other equity interest of each such new non-Wholly-Owned
Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and
to the extent required by, the Pledge Agreement.


          SECTION 10.  EVENTS OF DEFAULT.  Upon the occurrence of any of the
following specified events (each an "Event of Default"):

          0.01  PAYMENTS.  The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any interest on any Loan or Note, any Unpaid Drawing (or any interest
thereon) or any Fees or any other amounts owing hereunder or thereunder; or

          0.02  REPRESENTATIONS, ETC.  Any representation, warranty or statement
made (or deemed made) by any Credit Party herein or in any other Credit Document
or in any certificate delivered to the Agent or any Bank pursuant hereto or
thereto shall prove to be untrue in any material respect on the date as of which
made or deemed made; or

          0.03  COVENANTS.  Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(f)(i) or 8.08, Section 9 or Section 13.18 or (ii) default in the
due performance or observance by it of any other term, covenant or agreement con
tained in this Agreement or any other Credit Document (other than those set
forth in Sections 10.01 and 10.02) and such default shall continue unremedied
for a period of 30 days after written notice thereof to the defaulting party by
the Agent or the Required Banks; or

          0.04  DEFAULT UNDER OTHER.  (i)  The Borrower or any of its Subsidi
aries shall (x) default in any payment of any Indebtedness (other than the
Notes) beyond the period of grace, if any, provided in the instrument or agree
ment under which such Indebtedness was created or (y) default in the observance
or performance of any agreement or condition relating to any Indebtedness (other
than the Notes) or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause, or to permit
the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause (determined without regard to whether any
notice is required), any such Indebtedness to become due prior to its stated
maturity, or (ii) any Indebtedness (other than the Notes) of the Borrower or any
of its Subsidiaries shall be declared to be (or shall become) due and payable,
or required to be prepaid other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof, PROVIDED that it shall not be
a Default or an Event of Default under this Section 10.04 unless the aggregate
principal amount of all Indebtedness as described in preceding clauses (i) and
(ii) is at least $1,000,000; or

          0.05  BANKRUPTCY, ETC.  The Borrower or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries, and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of the Borrower or any of
its Subsidiaries, or the Borrower or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any jurisdic
tion whether now or hereafter in effect relating to the Borrower or any of its
Subsidiaries, or there is commenced against the Borrower or any of its Subsidi
aries any such proceeding which remains undismissed for a period of 60 days, or
the Borrower or any of its Subsidiaries is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is
entered; or the Borrower or any of its Subsidiaries suffers any appointment of
any custodian or the like for it or any substantial part of its property to con
tinue undischarged or unstayed for a period of 60 days; or the Borrower or any
of its Subsidiaries makes a general assignment for the benefit of creditors; or
any corporate action is taken by the Borrower or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or

          0.06  ERISA.  (a)  Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan or a
Foreign Pension Plan has not been timely made, the Borrower or any Subsidiary of
the Borrower or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Plan under Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
or 4975 of the Code or on account of a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code, or the Borrower or any Subsidiary of the Borrower has incurred or is
likely to incur liabilities pursuant to one or more employee welfare benefit
plans (as defined in Section 3(1) of ERISA) that provide benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or Plans or Foreign Pension Plans; (b) there shall result from any such
event or events the imposition of a lien, the granting of a security interest,
or a liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually, and/or in the aggregate, has had,
or could reasonably be expected to have, a material adverse effect on the
business, operations, properties, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole;
or

          0.07  PLEDGE AGREEMENT.  At any time after the execution and delivery
thereof, the Pledge Agreement shall cease to be in full force and effect, or
shall cease to give the Collateral Agent for the benefit of the Secured Cred
itors the Liens, rights, powers and privileges purported to be created thereby
(including, without limitation, a perfected first priority security interest in
all of the Pledge Agreement Collateral, in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons); or

          0.08  SUBSIDIARIES GUARANTY.  At any time after the execution and
delivery thereof, the Subsidiaries Guaranty or any provision thereof shall cease
to be in full force or effect as to any Subsidiary Guarantor, or any Subsidiary
Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor
shall deny or disaffirm such Subsidiary Guarantor's obligations under the
Subsidiaries Guaranty or any Subsidiary Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the Subsidiaries Guaranty; or

          0.09  JUDGMENTS.  One or more judgments or decrees shall be entered
against the Borrower or any Subsidiary of the Borrower involving in the
aggregate for the Borrower and its Subsidiaries a liability (not paid or fully
covered by a reputable and solvent insurance company) and such judgments and
decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed or bonded pending appeal for any period of 30 consecutive
days, and the aggregate amount of all such judgments equals or exceeds
$1,000,000; or

          0.1  CHANGE OF CONTROL.  A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent, upon the written request of the Required
Banks, shall by written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of any Agent, any Bank or the holder of
any Note to enforce its claims against any Credit Party (PROVIDED, that, if an
Event of Default specified in Section 10.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Agent as specified in clauses (i) and (ii) below shall occur automatically with
out the giving of any such notice):  (i) declare the Total Revolving Loan
Commitment terminated, whereupon the Revolving Loan Commitment of each Bank
shall forthwith terminate immediately and any Commitment Commission shall forth
with become due and payable without any other notice of any kind; (ii) declare
the principal of and any accrued interest in respect of all Loans and the Notes
and all Obligations owing hereunder and thereunder to be, whereupon the same
shall become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Credit Party;
(iii) terminate any Letter of Credit which may be terminated in accordance with
its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon
receipt of such notice, or upon the occurrence of an Event of Default specified
in Section 10.05 with respect to the Borrower, it will pay) to the Collateral
Agent at the Payment Office such additional amount of cash or Cash Equivalents,
to be held as security by the Collateral Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the account of the Borrower
and then outstanding; (v) enforce, as Collateral Agent, all Liens, rights and
remedies created pursuant to the Pledge Agreement; and (vi) apply any cash
collateral held by the Agent pursuant to Section 4.02 to the repayment of the
Obligations.


          SECTION 1.  DEFINITIONS AND ACCOUNTING TERMS.
          0.01  DEFINED TERMS.  As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "Acquired Entity or Business" shall have the meaning provided in the
definition of "Consolidated Net Income".

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person.  A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power (i) to vote
5% or more of the securities having ordinary voting power for the election of
directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such other Person, whether through the ownership of
voting securities, by contract or otherwise.

          "Agent" shall mean BTCo, in its capacity as Agent for the Banks
hereunder, and shall include any successor to the Agent appointed pursuant to
Section 12.09.

          "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended, renewed, refinanced or replaced from time to time.

          "Applicable Eurodollar Rate Margin" shall mean a percentage per annum
equal to 1% less the then applicable Interest Reduction Discount, if any.

          "Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person (including by-way-of
redemption by such Person) other than to the Borrower or a Wholly-Owned
Subsidiary of the Borrower of any asset (including, without limitation, any
capital stock or other securities of, or equity interests in, another Person)
other than sales of assets pursuant to Sections 9.02 (ii), (iii), (iv), (v), (x)
and (xiv).

          "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit J (appropriately
completed).

          "Bank" shall mean each financial institution listed on Schedule I, as
well as any Person which becomes a "Bank" hereunder pursuant to Section 1.13 or
13.04(b).

          "Bank Default" shall mean (i) the refusal (which has not been
retracted) or the failure of a Bank to make available its portion of any
Borrowing required to be made available by it hereunder (including any Mandatory
Borrowing) or to fund its portion of any unreimbursed payment under Section
2.04(c) or (ii) a Bank having notified in writing the Borrower and/or the Agent
that such Bank does not intend to comply with its obligations under Section
1.01(a), 1.01(c) or 2, in the case of either clause (i) or (ii) as a result of
any takeover or control (including, without limitation, as a result of the
occurrence of any event of the type described in Section 10.05 with respect to
such Bank) of such Bank by any regulatory authority or agency.

          "Bankruptcy Code" shall have the meaning provided in Section 10.05.

          "Base Rate" shall mean, at any time, the higher of (i) the Prime
Lending Rate and (ii) 1/2 of 1% in excess of the Federal Funds Rate.

          "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each
Revolving Loan designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.

          "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrowing" shall mean (i) the borrowing of Swingline Loans from the
Swingline Bank on a given date and (ii) the borrowing of one Type of Revolving
Loan from all the Banks on a given date (or resulting from a conversion or
conversions on such date) having in the case of Eurodollar Loans the same
Interest Period, PROVIDED that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of the related Borrowing of Eurodollar Loans.

          "BTCo" shall mean Bankers Trust Company, in its individual capacity,
and any successor corporation thereto by merger, consolidation or otherwise.

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York City, New York, a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) above and which is also a day for
trading by and between banks in the New York interbank Eurodollar market.

          "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles, but excluding the amount of
Capitalized Lease Obligations incurred by such Person.

          "Capitalized Lease Obligations" shall mean, with respect to any
Person, all rental obligations of such Person which, under generally accepted
accounting principles, are or will be required to be capitalized on the books of
such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

          "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (PROVIDED that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
six months from the date of acquisition, (ii) Dollar denominated time deposits
and certificates of deposit of any commercial bank having, or which is the
principal banking subsidiary of a bank holding company having, a long-term
unsecured debt rating of at least "A" or the equivalent thereof from Standard &
Poor's Ratings Services or "A2" or the equivalent thereof from Moody's Investors
Service, Inc. with maturities of not more than six months from the date of acqui
sition by such Person, (iii) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (ii)
above, (iv) commercial paper issued by any Person incorporated in the United
States rated at least A-1 or the equivalent thereof by Standard & Poor's Ratings
Services or at least P-1 or the equivalent thereof by Moody's Investors Service,
Inc. and in each case maturing not more than six months after the date of acqui
sition by such Person, (v) marketable direct obligations issued by the District
of Columbia or any State of the United States or any political subdivision of
any such State or any public instrumentality thereof maturing within six months
from the date of acquisition and, at the time of acquisition, having one of the
two highest ratings obtainable from either Standard & Poor's Ratings Services or
Moody's Investors Service, Inc. and (vi) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (v) above.

          "Cash Proceeds" shall mean, with respect to any Asset Sale, the aggre
gate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale or
pursuant to a receivable or otherwise, other than (in each case) the portion of
such deferred payment constituting interest, but only as and when so received)
received by the Borrower and/or any of its Subsidiaries from such Asset Sale.

          "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Section9601 et seq.

          "Change of Control" shall mean (i) any Person or "group" (within the
meaning of Section 13(d) and 14(d) under the Securities Exchange Act, as in
effect on the Effective Date), shall (A) have acquired beneficial ownership of
25% or more on a fully diluted basis of the voting and/or economic interest in
the Borrower's capital stock or (B) obtained the power (whether or not
exercised) to elect a majority of the Borrower's directors or (ii) the Board of
Directors of the Borrower shall cease to consist of a majority of Continuing
Directors.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

          "Collateral" shall mean the Pledge Agreement Collateral and all cash
and Cash Equivalents delivered as collateral pursuant to Section 4.02 or 10.

          "Collateral Agent" shall mean the Agent acting as collateral agent for
the Secured Creditors pursuant to the Security Documents.

          "Commitment Commission" shall have the meaning set forth in Section
3.01.

          "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income for such period before Consolidated Interest Expense and provision for
taxes for such period and without giving effect (x) to any extraordinary gains
or losses and (y) to any gains or losses from sales of assets other than from
sales of inventory sold in the ordinary course of business.

          "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT
for such period, adjusted by adding thereto the amount of all amortization of
intangibles and depreciation that were deducted in arriving at Consolidated EBIT
for such period.

          "Consolidated Indebtedness" shall mean, at any time, the principal
amount of all Indebtedness of the Borrower and its Subsidiaries at such time as
determined on a consolidated basis.

          "Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of Consolidated EBITDA to Consolidated Interest Expense for such period.

          "Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of the Borrower and its Subsidiaries for such
period (calculated without regard to any limitations on the payment thereof)
plus, without duplication, that portion of Capitalized Lease Obligations of the
Borrower and its Subsidiaries representing the interest factor for such period;
PROVIDED that the amortization of deferred financing costs with respect to this
Agreement shall be excluded from Consolidated Interest Expense to the extent
same would otherwise have been included therein.

          "Consolidated Net Income" shall mean, for any period, the net income
(or loss) of the Borrower and its Subsidiaries for such period, determined on a
consolidated basis (and after deductions for minority interests), provided that
(i) the net income of any other Person which is not a Subsidiary of the Borrower
or is accounted for by the Borrower by the equity method of accounting shall be
included only to the extent of the payment of dividends or distributions by such
other Person to the Borrower or a Subsidiary thereof during such period and (ii)
the net income of any Subsidiary of the Borrower shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of its income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument or law applicable to such
Subsidiary; PROVIDED that for purposes of Section 9.09 and the definition of
Interest Reduction Discount, there shall be included (to the extent not already
included) in determining Consolidated Net Income for any period the net income
(or loss) of any Person, business, property or asset acquired during such period
pursuant to a Permitted Acquisition and not subsequently sold or otherwise
disposed of by the Borrower or one of its Subsidiaries during such period (each
such Person, business, property or asset acquired and not subsequently disposed
of during such period, an "Acquired Entity or Business"), in each case based on
the actual net income (or loss) of such Acquired Entity or Business for the
entire period (including the portion thereof occurring prior to such
acquisition).

          "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person as a result of such Person being a general partner of the other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obligation of such Person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such primary
obligation or (y) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the holder of such primary obligation against loss in
respect thereof; PROVIDED, however, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

          "Continuing Directors" shall mean the directors of the Borrower on the
Effective Date and each other director if such director's nomination for
election to the Board of Directors of the Borrower is recommended by a majority
of the then Continuing Directors.

          "Credit Documents" shall mean this Agreement and, after the execution
and delivery thereof pursuant to the terms of this Agreement, each Note, the
Subsidiaries Guaranty and the Pledge Agreement.

          "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

          "Credit Party" shall mean the Borrower and each Subsidiary Guarantor.

          "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

          "Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is in effect.

          "Dividend" shall mean, with respect to any Person, that such Person
has declared or paid a dividend or returned any equity capital to its
stockholders or partners or authorized or made any other distribution, payment
or delivery of property (other than common stock of such Person) or cash to its
stockholders or partners as such, or redeemed, retired, purchased or otherwise
acquired, directly or indirectly, for a consideration any shares of any class of
its capital stock or any partnership interests outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to
its capital stock), or set aside any funds for any of the foregoing purposes, or
shall have permitted any of its Subsidiaries to purchase or otherwise acquire
for a consideration any shares of any class of the capital stock or any
partnership interests of such Person outstanding on or after the Effective Date
(or any options or warrants issued by such Person with respect to its capital
stock).  Without limiting the foregoing, "Dividends" with respect to any Person
shall also include all payments made or required to be made by such Person with
respect to any stock appreciation rights plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

          "Dollar Equivalent" shall mean, at any time of determination thereof,
the amount of Dollars which could be purchased with (or, in the case of Letters
of Credit denominated in a currency other than Dollars, the amount of Dollars
necessary to purchase) the amount of currency involved in such computation at
the spot exchange rate therefor as published in the New York edition of THE WALL
STREET JOURNAL on the date one Business Day prior to the date of any
determination thereof, PROVIDED that if the New York edition of THE WALL STREET
JOURNAL is not published on such date, reference shall be made to such rate as
set forth in the most recently published New York edition OF THE WALL STREET
JOURNAL, and PROVIDED further, that if at any time the New York edition of THE
WALL STREET JOURNAL ceases to publish such exchange rates, the Dollar Equivalent
shall be the amount of Dollars which could be purchased with (or, in the case of
Letters of Credit denominated in a currency other than Dollars, the amount of
Dollars necessary to purchase) the amount of currency involved in such
computation at the spot rate therefor as quoted by the Agent at approximately
11:00 a.m. (London time) on the date two Business Days prior to the date of any
determination thereof for purchase on such date, it being understood and agreed,
however, that (i) in determining the Stated Amount of any Letter of Credit
issued in a currency other than Dollars (A) for purposes of Sections 1.01(a),
1.01(b), 2.02 and 4.02(a), the Dollar Equivalent thereof shall be calculated (x)
on the date of the issuance of such Letter of Credit, (y) on the first Business
Day of each calendar month thereafter and (z) on such other day as the Agent
may, in its sole discretion, consider appropriate and (B) for purposes of
Sections 3.01(a), 3.01(b) and 3.01(c), the Dollar Equivalent shall be calculated
on the first Business Day of each month in the quarterly period in which the
respective payment is due pursuant to said Sections, (ii) the Dollar Equivalent
for all reimbursement obligations with respect to all Letters of Credit issued
in a currency other than Dollars shall be determined by using the Dollar
Equivalent thereof as in effect on the date the respective Unpaid Drawing was
paid by such Issuing Bank and (iii) for purposes of determining compliance with
Sections 1.01(a), 1.01(b), 2.02, 4.02(a) and 9.04 the Dollar Equivalent of any
Foreign Subsidiary Third Party Borrowings or any such other Indebtedness
incurred in a currency other than Dollars shall be the Dollar Equivalent thereof
as in effect on the last Business Day of the then most recently ended fiscal
quarter of the Borrower and such Dollar Equivalent shall remain in effect until
same is recalculated as of the last Business Day of the immediately succeeding
fiscal quarter.

          "Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.

          "Domestic Subsidiary" shall mean each Subsidiary of the Borrower that
is incorporated under the laws of the United States or any State or territory
thereof.

          "Drawing" shall have the meaning provided in Section 2.05(b).

          "Effective Date" shall have the meaning provided in Section 13.10.

          "Eligible Transferee" shall mean and include a commercial bank,
financial institution, any fund that invests in bank loans or, with the consent
of the Borrower (which consent shall not be unreasonably withheld or delayed),
any other "accredited investor" (as defined in Regulation D of the Securities
Act).

          "End Date" shall mean, for any Margin Reduction Period, the last day
of such Margin Reduction Period.

          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or regu
latory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and
(b) any and all Claims by any third party seeking damages, contribution, indemni
fication, cost recovery, compensation or injunctive relief in connection with
alleged injury or threat of injury to health, safety or the environment due to
the presence of Hazardous Materials.

          "Environmental Law" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, written policy and
rule of common law now or hereafter in effect and in each case as amended, and
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601
et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking
Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33
U.S.C. Section 2701 et seq.; the Emergency Planning and the Community Right-to-
Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Hazardous Material
Transportation Act, 49 U.S.C. Section 1801 et seq. and the Occupational Safety
and Health Act, 29 U.S.C. Section 651 et seq.; and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.  Section references to ERISA are to ERISA, as in effect at
the date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" (i) within the meaning of Section 414(b),
(c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary
of the Borrower being or having been a general partner of such person.

          "Eurodollar Loan" shall mean each Revolving Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

          "Eurodollar Rate" shall mean (a) the offered quotation to first-class
banks in the New York interbank Eurodollar market by BTCo for Dollar deposits of
amounts in immediately available funds comparable to the outstanding principal
amount of the Eurodollar Loan of BTCo with maturities comparable to the Interest
Period applicable to such Eurodollar Loan commencing two Business Days there
after as of 11:00 A.M. (New York time) on the date which is two Business Days
prior to the commencement of such Interest Period, divided (and rounded upward
to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves required by
applicable law) applicable to any member bank of the Federal Reserve System in
respect of Eurocurrency funding or liabilities as defined in Regulation D (or
any successor category of liabilities under Regulation D).

          "Event of Default" shall have the meaning provided in Section 10.

          "Existing Indebtedness" shall have the meaning provided in Section
7.21.

          "Existing Letters of Credit" shall have the meaning provided in
Section 2.01(a).

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

          "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

          "Final Maturity Date" shall mean July 24, 2002.

          "First Bank" shall mean First Bank National Association.

          "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or such Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

          "Foreign Subsidiary" shall mean each Subsidiary of the Borrower which
is not a Domestic Subsidiary.

          "Foreign Subsidiary Third Party Borrowings" shall have the meaning
provided in Section 9.04(v).


          "Hazardous Materials" shall mean (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous materials,"
"extremely hazardous substances," "restricted hazardous waste," "toxic sub
stances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any applicable Environmental Law; and (c) any other chem
ical, material or substance, the Release of which is prohibited, limited or
regulated by any governmental authority.

          "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or ser
vices, (ii) the maximum amount available to be drawn under all letters of credit
issued for the account of such Person and all unpaid drawings in respect of such
letters of credit, (iii) all Indebtedness of the types described in clause (i),
(ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien on any
property owned by such Person, whether or not such Indebtedness has been assumed
by such Person (PROVIDED, that, if the Person has not assumed or otherwise
become liable in respect of such Indebtedness, such Indebtedness shall be deemed
to be in an amount equal to the fair market value of the property to which such
Lien relates as determined in good faith by such Person), (iv) the aggregate
amount required to be capitalized under leases under which such Person is the
lessee, (v) all obligations of such person to pay a specified purchase price for
goods or services, whether or not delivered or accepted, i.e., take-or-pay and
similar obligations, (vi) all Contingent Obligations of such Person and (vii)
all obligations under any Interest Rate Protection Agreement, any Other Hedging
Agreement or under any similar type of agreement.  Notwithstanding the
foregoing, Indebtedness shall not include trade payables and accrued expenses
incurred by any Person in accordance with customary practices and in the
ordinary course of business of such Person.

          "Indebtedness to be Refinanced" shall mean the Indebtedness of the
Borrower and its Subsidiaries set forth on Schedule VIII which is to be repaid
in full, and all commitments in respect thereof to be terminated, pursuant to
the Refinancing.

          "Intercompany Loan" shall have the meaning provided in Section
9.05(ix).

          "Intercompany Note" shall mean a promissory note, in the form of
Exhibit K or such other form as may be reasonably acceptable to the Agent, in
either case evidencing Intercompany Loans.

          "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

          "Interest Period" shall have the meaning provided in Section 1.09.

          "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest collar agreement, interest rate
hedging agreement or other similar agreement or arrangement.

          "Interest Reduction Discount" shall mean (i) for the period from the
Effective Date through but not including the first Start Date, 1/4 of 1%, and
(ii) from and after any Start Date to and including the corresponding End Date
the percentage set forth in clause (A) or (B) below to the extent that the
condition set forth in clause (A) or (B) below is satisfied (and to the extent
that neither such condition is satisfied the Interest Reduction Discount shall
be zero):

        (A)  1/4 of 1% if, but only if, as of the Test Date for such Start Date
     the Leverage Ratio for the Test Period ended on such Test Date shall be
     less than or equal to 2.25:1.00 and greater than or equal to 1.50:1.00; or

        (B)  3/8 of 1% if, but only if, as of the Test Date for such Start Date
     the Leverage Ratio for the Test Period ended on such Test Date shall be
     less than  1.50:1.00.

Notwithstanding anything to the contrary above in this definition, the Interest
Reduction Discount shall be reduced to zero at all times when a Default or an
Event of Default shall exist.

        "Investments" shall have the meaning provided in Section 9.05.

        "Issuing Bank" shall mean BTCo, First Bank and any other Bank which at
the request of the Borrower and with the consent of the Agent agrees, in such
Bank's sole discretion, to become an Issuing Bank for the purpose of issuing
Letters of Credit pursuant to Section 2.

        "Judgment Currency" shall have the meaning provided in Section
        13.17(a).

        "Judgment Currency Conversion Date" shall have the meaning provided in
Section 13.17(a).

        "L/C Supportable Obligations" shall mean (i) obligations of the Borrower
or any of its Subsidiaries with respect to workers compensation, surety bonds
and other similar statutory obligations, (ii) all Foreign Subsidiary Third Party
Borrowings and (iii) such other obligations of the Borrower or any of its
Subsidiaries as are reasonably acceptable to the respective Issuing Bank and
otherwise permitted to exist pursuant to the terms of this Agreement.

        "Leaseholds" of any Person shall mean all the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

        "Letter of Credit" shall have the meaning provided in Section 2.01(a).

        "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

        "Letter of Credit Outstandings" shall mean, at any time, the sum of (i)
the aggregate Stated Amount of all outstanding Letters of Credit at such time
and (ii) the amount of all Unpaid Drawings at such time.

        "Letter of Credit Request" shall have the meaning provided in Section
2.03(a).

        "Leverage Ratio" shall mean, at any time, the ratio of Consolidated
Indebtedness at such time to Consolidated EBITDA for the Test Period then most
recently ended, PROVIDED that, for purposes of calculating the Interest
Reduction Discount, the foregoing numerator shall instead be the sum of (I)
Consolidated Indebtedness (excluding Revolving Outstandings) at such time plus
(II) the average Revolving Outstandings for the then most recently ended fiscal
quarter of the Borrower.

        "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

        "Loan" shall mean each Revolving Loan and each Swingline Loan.

        "Mandatory Borrowing" shall have the meaning provided in Section
1.01(c).

        "Margin Reduction Period" shall mean each period which shall commence on
a date on which the financial statements are delivered pursuant to Section
8.01(a) or (b), as the case may be, and which shall end on the earlier of (i)
the date of actual delivery of the next financial statements pursuant to Section
8.01(a) or (b), as the case may be, and (ii) the latest date on which the next
financial statements are required to be delivered to Section 8.01(a) or (b), as
the case may be.

        "Margin Stock" shall have the meaning provided in Regulation U.

        "Maximum Swingline Amount" shall mean $5,000,000.

        "Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$2,000,000 and (ii) for Swingline Loans, $250,000.

        "NAIC" shall mean the National Association of Insurance Commissioners.

        "Net Debt Proceeds" shall mean, with respect to any incurrence of
Indebtedness for borrowed money, the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith)
received by the respective Person from the respective incurrence of such
Indebtedness for borrowed money.

          "Net Insurance Proceeds" shall mean, with respect to any Recovery
Event, the cash proceeds (net of reasonable costs and taxes incurred in
connection with such Recovery Event) received by the respective Person in
connection with the respective Recovery Event.

          "Net Sale Proceeds" shall mean, for any Asset Sale, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received) re
ceived from such Asset Sale, net of the reasonable costs of such sale (including
fees and commissions, payments of unassumed liabilities relating to the assets
sold and required payments of any Indebtedness which is secured by the
respective assets which were sold), and the incremental taxes paid or payable as
a result of such Asset Sale.

          "Non-Defaulting Bank" shall mean and include each Bank other than a
Defaulting Bank.

          "Note" shall mean each Revolving Note and the Swingline Note.

          "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

          "Notice of Conversion" shall have the meaning provided in Section
1.06.

          "Notice Office" shall mean the office of the Agent located at 130
Liberty Street, New York, New York 10006, Attention:  Greg Perry or such other
office as the Agent may hereafter designate in writing as such to the other
parties hereto.

          "Obligations" shall mean all amounts owing to the Agent, the
Collateral Agent, any Issuing Bank or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

          "Obligation Currency" shall have meaning provided in Section 13.17(a).

          "Other Hedging Agreement" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency values.

          "Participant" shall have the meaning provided in Section 2.04(a).

          "Payment Office" shall mean the office of the Agent located at 130
Liberty Street, New York, New York 10006, or such other office as the Agent may
hereafter designate in writing as such to the other parties hereto.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

          "Permitted Acquisition" shall have the meaning provided in Section
9.02 (ix).

          "Permitted Liens" shall have the meaning provided in Section 9.01.

          "Person" shall mean any individual, partnership, joint venture, firm,
corporation, association, limited liability company, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

          "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which the Borrower, or a Subsidiary of the Borrower
or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan.

          "Pledge Agreement Collateral" shall mean all "Collateral" as defined
in the Pledge Agreement.

          "Pledgee" shall have the meaning provided in the Pledge Agreement.

          "Pledged Securities" shall mean all "Pledged Securities" as defined in
the Pledge Agreement.

          "Prime Lending Rate" shall mean the rate which BTCo announces from
time to time as its prime lending rate, the Prime Lending Rate to change when
and as such prime lending rate changes.  The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer.  BTCo may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

          "Projections" shall mean the projections attached hereto as Schedule
IX which were prepared by the Borrower for the period ending on December 31,
2001.

          "Qualified Preferred Stock" shall mean any preferred stock of the
Borrower so long as the terms of any such preferred stock (i) do not contain any
mandatory put, redemption, repayment, sinking fund or other similar provision
occurring before July 31, 2003, (ii) do not require the cash payment of
dividends, (iii) do not contain any covenants, (iv) do not grant the holders
thereof any voting rights except for (x) voting rights required to be granted to
such holders under applicable law and (y) limited customary voting rights on
fundamental matters such as mergers, consolidations, sales of all or
substantially all of the assets of the Borrower, or liquidations involving the
Borrower, and (v) are otherwise reasonably satisfactory to the Agent.

          "Quarterly Payment Date" shall mean the last Business Day of each
September, December, March and June occurring after the Effective Date.

          "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. Section 6901 et seq.
                                                              __ ___

          "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

          "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any cash insurance proceeds or condemnation awards payable (i)
by reason of theft, loss, physical destruction, damage, taking or any other
similar event with respect to any property or assets of the Borrower or any of
its Subsidiaries and (ii) under any policy of insurance required to be main
tained under Section 8.03.

          "Refinancing" shall mean, collectively, the repayment of all
Indebtedness to be Refinanced, together with all accrued interest, premiums,
fees, commissions and expenses owing in connection therewith, and the
termination of all commitments thereunder.

          "Register" shall have the meaning provided in Section 13.15.

          "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

          "Regulation G" shall mean Regulation G of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

          "Release" shall mean the disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring or
migrating, into or upon any land or water or air, or otherwise entering into the
environment.

          "Replaced Bank" shall have the meaning provided in Section 1.13.

          "Replacement Bank" shall have the meaning provided in Section 1.13.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
 .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

          "Required Banks" shall mean Non-Defaulting Banks the sum of whose
Revolving Loan Commitments (or after the termination thereof, outstanding
Revolving Loans and RL Percentages of outstanding Swingline Loans and Letter of
Credit Outstandings) represent an amount greater than 50% of the sum of the
Total Revolving Loan Commitment less the Revolving Loan Commitments of all
Defaulting Banks (or after the termination thereof, the sum of the then total
outstanding Revolving Loans of Non-Defaulting Banks and the aggregate RL
Percentages of Non-Defaulting Banks of the total outstanding Swingline Loans and
Letter of Credit Outstandings Swingline Loans at such time).

          "Revolving Loan" shall have the meaning provided in Section 1.01(a).

          "Revolving Loan Commitment" shall mean, for each Bank, the amount set
forth opposite such Bank's name in Schedule I directly below the column entitled
"Revolving Loan Commitment," as same may be (x) reduced from time to time
pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a
result of assignments to or from such Bank pursuant to Section 1.13 or 13.04(b).

          "Revolving Note" shall have the meaning provided in Section 1.05(a).

          "Revolving Outstandings" shall mean, at any time, the sum of the
aggregate principal amount of all Revolving Loans and Swingline Loans then
outstanding plus the aggregate amount of all Letter of Credit Outstandings at
such time.

          "RL Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such time and the denominator of which is the Total
Revolving Loan Commitment at such time, PROVIDED that if the RL Percentage of
any Bank is to be determined after the Total Revolving Loan Commitment has been
terminated, then the RL Percentages of the Banks shall be determined immediately
prior (and without giving effect) to such termination.

          "SEC" shall have the meaning provided in Section 8.01(g).

          "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

          "Secured Creditors" shall have the meaning assigned that term in the
Pledge Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

          "Start Date"  shall mean, with respect to any Margin Reduction Period,
the first day of such Margin Reduction Period.

          "Stated Amount" of each Letter of Credit shall mean, at any time, the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met); PROVIDED that
the "Stated Amount" of each Letter of Credit denominated in a currency other
than Dollars shall be, on any date of calculation, the Dollar Equivalent of the
maximum amount available to be drawn in the respective currency thereunder
(determined without regard to whether any conditions to drawing could then be
met).

          "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

          "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary of the Borrower and, to the extent provided in Section 8.11, each
Wholly-Owned Foreign Subsidiary of the Borrower.

          "Subsidiaries Guaranty" shall have the meaning provided in Section
5.10.

          "Swingline Bank" shall mean BTCo.

          "Swingline Expiry Date" shall mean that date which is five Business
Days prior to the Final Maturity Date.

          "Swingline Loan" shall have the meaning provided in Section 1.01(b).

          "Swingline Note" shall have the meaning provided in Section 1.05(a).

          "Syndication Date" shall mean the earlier of (i) the 15th Business Day
after the Effective Date and (ii) that date upon which the Agent determines (and
notifies the Borrower) that the primary syndication (and resultant addition of
Persons as Banks pursuant to Section 13.04(b)) has been completed.

          "Tax Sharing Agreements" shall have the meaning provided in Section
5.05.

          "Taxes" shall have the meaning provided in Section 4.04(a).

          "Test Date" shall mean, with respect to any Start Date, the last day
of the most recent fiscal quarter of the Borrower ended immediately prior to
such Start Date.

          "Test Period" shall mean the four consecutive fiscal quarters of the
Borrower then last ended (in each case taken as one accounting period), provided
that for any determination made under Section 9.08 on and prior to March 31,
1998, such period shall be the period from July 1, 1997 to the last day of the
fiscal quarter of the Borrower then last ended (in each case taken as one
accounting period).

          "Total Revolving Loan Commitment" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the Banks.

          "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the Total Revolving Loan Commitment then
in effect less (y) the sum of the aggregate principal amount of all Revolving
Loans and Swingline Loans then outstanding plus the then aggregate amount of all
Letter of Credit Outstandings.

          "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

          "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

          "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year, determined in accordance
with actuarial assumptions at such time consistent with Statement of Financial
Accounting Standards No. 87, exceeds the market value of the assets allocable
thereto.

          "United States" and "U.S." shall each mean the United States of
America.

          "Unpaid Drawing" shall have the meaning provided for in Section
2.05(a).

          "Unutilized Revolving Loan Commitment" shall mean, with respect to any
Bank at any time, such Bank's Revolving Loan Commitment at such time less the
sum of (i) the aggregate outstanding principal amount of all Revolving Loans
made by such Bank at such time and (ii) such Bank's RL Percentage of the Letter
of Credit Outstandings at such time.

          "Viatel" shall mean Viatel Inc., a Delaware corporation.

          "Wholly-Owned Domestic Subsidiary" shall mean each Domestic Subsidiary
of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower.

          "Wholly-Owned Foreign Subsidiary" shall mean each Foreign Subsidiary
of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned Sub
sidiaries of such Person and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.


          SECTION 1.  THE AGENT.

          1.01  APPOINTMENT.  The Banks hereby irrevocably designate BTCo as
Agent (for purposes of this Section 12, the term "Agent" also shall include BTCo
in its capacity as Collateral Agent pursuant to the Pledge Agreement) to act as
specified herein and in the other Credit Documents.  Each Bank hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such
Note shall be deemed irrevocably to authorize, the Agent to take such action on
their behalf under the provisions of this Agreement, the other Credit Documents
and any other instruments and agreements referred to herein or therein and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto.  The Agent
may perform any of its duties hereunder by or through its officers, directors,
agents, employees or affiliates.

          1.02  NATURE OF DUTIES.  The Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents.  Neither the Agent nor any of its officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by them hereunder or under any other Credit Document or in connection herewith
or therewith, unless caused by its or their gross negligence or willful
misconduct.  The duties of the Agent shall be mechanical and administrative in
nature; the Agent shall not have by reason of this Agreement or any other Credit
Document a fiduciary relationship in respect of any Bank or the holder of any
Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended to or shall be so construed as to impose upon the Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

          1.03  LACK OF RELIANCE ON THE AGENT.  Independently and without
reliance upon the Agent, each Bank and the holder of each Note, to the extent it
deemed or deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Borrower
and its Subsidiaries in connection with the making and the continuance of the
Loans and the taking or not taking of any action in connection herewith and (ii)
its own appraisal of the creditworthiness of the Borrower and its Subsidiaries
and, except as expressly provided in this Agreement, the Agent shall not have
any duty or responsibility, either initially or on a continuing basis, to
provide any Bank or the holder of any Note 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.  The Agent shall not be
responsible to any Bank or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the execu
tion, effectiveness, genuineness, validity, enforceability, perfection, collect
ability, priority or sufficiency of this Agreement or any other Credit Document
or the financial condition of the Borrower or any of its Subsidiaries or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of the Borrower or any of its Subsidiaries
or the existence or possible existence of any Default or Event of Default.

          1.04  CERTAIN RIGHTS OF THE AGENT.  If the Agent shall request
instructions from the Required Banks or all of the Banks, as applicable, with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Agent shall be entitled to refrain
from such act or taking such action unless and until the Agent shall have re
ceived instructions from the Required Banks or all of the Banks, as applicable;
and the Agent shall not incur liability to any Bank by reason of so refraining.
Without limiting the foregoing, no Bank or the holder of any Note shall have any
right of action whatsoever against the Agent as a result of the Agent acting or
refraining from acting hereunder or under any other Credit Document in accor
dance with the instructions of the Required Banks or all of the Banks, as
applicable.

          1.05  RELIANCE.  The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram, radio
gram, order or other document or telephone message signed, sent or made by any
Person that the Agent believed to be the proper Person, and, with respect to all
legal matters pertaining to this Agreement and any other Credit Document and its
duties hereunder and thereunder, upon advice of counsel selected by the Agent.

          1.06  INDEMNIFICATION.  To the extent the Agent is not reimbursed and
indemnified by the Borrower or any of its Subsidiaries, the Banks will reimburse
and indemnify the Agent in proportion to their respective "percentage" as used
in determining the Required Banks for and against any and all liabilities, obli
gations, losses, damages, penalties, claims, actions, judgments, costs, expenses
or disbursements of whatsoever kind or nature which may be imposed on, asserted
against or incurred by the Agent in performing its duties hereunder or under any
other Credit Document or in any way relating to or arising out of this Agreement
or any other Credit Document; PROVIDED that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's
gross negligence or willful misconduct (as finally determined by a court of
competent jurisdiction).

          1.07  THE AGENT IN ITS INDIVIDUAL CAPACITY.  With respect to its
obligation to make Loans, or issue or participate in Letters of Credit, under
this Agreement, the Agent shall have the rights and powers specified herein for
a "Bank" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Banks," "Required Banks,"
"holders of Notes" or any similar terms shall, unless the context clearly
otherwise indicates, include the Agent in its individual capacity.  The Agent
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of banking, investment banking, trust or other business with, or
provide debt financing, equity capital or other services (including financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or
any Person engaged in a similar business with any Credit Party or any Affiliate
thereof) as if they were not performing the duties specified herein, and may
accept fees and other consideration from any Credit Party or any Affiliate of
any Credit Party for services in connection with this Agreement and otherwise
without having to account for the same to the Banks.

          1.08  HOLDERS.  The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment, transfer or endorsement thereof, as the case may be, shall have
been filed with the Agent.  Any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

          1.09  RESIGNATION BY THE AGENT.  (a) The Agent may resign from the
performance of all its respective functions and duties hereunder and/or under
the other Credit Documents at any time by giving 15 Business Days' prior written
notice to the Banks.  Such resignation shall take effect upon the appointment of
a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided
below.

          (b)  Upon any such notice of resignation by the Agent, the Required
Banks shall appoint a successor Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Borrower, which
acceptance shall not be unreasonably withheld or delayed (provided that the
Borrower's approval shall not be required if an Event of Default then exists).

          (c)  If a successor Agent shall not have been so appointed within such
15 Business Day period, the Agent with the consent of the Borrower (which
consent shall not be unreasonably withheld or delayed), shall then appoint a suc
cessor Agent who shall serve as Agent hereunder or thereunder until such time,
if any, as the Required Banks appoint a successor Agent as provided above.

          (d)  If no successor  Agent has been appointed pursuant to clause (b)
or (c) above by the 20th Business Day after the date such notice of resignation
was given by the  Agent, the Agent's resignation shall become effective and the
Required Banks shall thereafter perform all the duties of the Agent hereunder
and/or under any other Credit Document until such time, if any, as the Required
Banks appoint a successor Agent as provided above.

          0.1  SYNDICATION AGENT AND DOCUMENTATION AGENT.  Neither First Bank
nor First Union National Bank shall have any duties or liability under this
Agreement solely in their capacity as Syndication Agent or Documentation Agent,
as the case may be.

          SECTION 1.  MISCELLANEOUS.

1.1  PAYMENT OF EXPENSES, ETC.   The Borrower shall:  (i) whether or not the
transactions herein contemplated are consummated, pay all reasonable out-of-
pocket costs and expenses of the Agent (including, without limitation, the
reasonable fees and disbursements of White & Case) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto, of the Agent in
connection with its syndication efforts with respect to this Agreement and of
the Agent and, after the occurrence of an Event of Default, each of the Banks in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein (including,
without limitation, the reasonable fees and disbursements of counsel for the
Agent and, after the occurrence of an Event of Default, for each of the Banks);
(ii) pay and hold each of the Banks harmless from and against any and all pre
sent and future stamp, excise and other similar documentary taxes with respect
to the foregoing matters and save each of the Banks harmless from and against
any and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Bank) to pay such taxes; and
(iii) indemnify the Agent and each Bank, and each of their respective officers,
directors, employees, representatives and agents from and hold each of them harm
less against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits, costs,
expenses and disbursements (including reasonable attorneys' and consultants'
fees and disbursements) incurred by, imposed on or assessed against any of them
as a result of, or arising out of, or in any way related to, or by reason of,
(a) any investigation, litigation or other proceeding (whether or not the Agent
or any Bank is a party thereto and whether or not such investigation, litigation
or other proceeding is brought by or on behalf of any Credit Party) related to
the entering into and/or performance of this Agreement or any other Credit
Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any of the transactions contemplated herein or
in any other Credit Document or the exercise of any of their rights or remedies
provided herein or in the other Credit Documents, or (b) the actual or alleged
presence of Hazardous Materials in the air, surface water or groundwater or on
the surface or subsurface of any Real Property owned or at any time operated by
the Borrower or any of its Subsidiaries, the generation, storage, transporta
tion, handling or disposal of Hazardous Materials by the Borrower or any of its
Subsidiaries at any location, whether or not owned or operated by the Borrower
or any of its Subsidiaries, the non-compliance of any Real Property with
foreign, federal, state and local laws, regulations, and ordinances (including
applicable permits thereunder) applicable to any Real Property, or any
Environmental Claim asserted against the Borrower, any of its Subsidiaries or
any Real Property owned or at any time operated by the Borrower or any of its
Subsidiaries, including, in each case, without limitation, the reasonable fees
and disbursements of counsel and other consultants incurred in connection with
any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence, bad faith or willful misconduct of the Person to
be indemnified (as finally determined by a court of competent jurisdiction)).
To the extent that the undertaking to indemnify, pay or hold harmless the Agent
or any Bank set forth in the preceding sentence may be unenforceable because it
is violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

          1.2  RIGHT OF SETOFF.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of any Credit Party against and on account of
the Obligations and liabilities of the Credit Parties to such Bank under this
Agreement or under any of the other Credit Documents, including, without limita
tion, all interests in Obligations purchased by such Bank pursuant to Section
13.06(b), and all other claims of any nature or description arising out of or
connected with this Agreement or any other Credit Document, irrespective of
whether or not such Bank shall have made any demand hereunder and although said
Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

          1.3  NOTICES.  Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered:  if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents; if to the Bank, at its address specified on Schedule II; and
if to the Agent, at its Notice Office; or, as to any Credit Party or the Agent,
at such other address as shall be designated by such party in a written notice
to the other parties hereto and, as to each Bank, at such other address as shall
be designated by such Bank in a written notice to the Borrower and the Agent.
All such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, be effective when deposited
in the mails, delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or telecopier, except that notices
and communications to the Agent and the Borrower shall not be effective until
received by the Agent or the Borrower, as the case may be.

          1.4  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.  (a)  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; PROVIDED,
HOWEVER, the Borrower may not assign or transfer any of its rights, obligations
or interest hereunder without the prior written consent of each of the Banks
and, PROVIDED FURTHER, that, although any Bank may transfer, assign or grant
participations in its rights hereunder, such Bank shall remain a "Bank" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Commitments hereunder except as provided in Sections 1.13 and 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Bank" hereunder and, PROVIDED FURTHER, that no Bank shall transfer or grant any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Revolving Loan, Note or Letter of Credit (unless such Letter of
Credit is not extended beyond the Final Maturity Date) in which such participant
is participating, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with a waiver of applicability of any 
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount 
thereof then in effect (it being understood that a waiver of any Default or 
Event of Default or of a mandatory reduction in the Total Revolving Loan 
Commitment, shall not constitute a change in the terms of such participation, 
and that an increase in any Revolving Loan Commitment or Revolving Loan shall be
permitted without the consent of any participant if the participant's 
participation is not increased as a result thereof), (ii) consent to the 
assignment or transfer by the Borrower of any of its rights and obligations 
under this Agreement or (iii) release all or substantially all of the Pledge 
Agreement Collateral (except as expressly provided in the Credit Documents) 
supporting the Revolving Loans hereunder in which such participant is 
participating.  In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the 
participant's rights against such Bank in respect of such participation to be 
those set forth in the agreement executed by such Bank in favor of the 
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Bank had not sold such participation.

          (b)  Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) assign all or a portion of its Revolving
Loan Commitment and related outstanding Obligations hereunder to (i) its parent
company and/or any affiliate of such Bank which is at least 50% owned by such
Bank or its parent company or to one or more Banks or (ii) in the case of any
Bank that is a fund that invests in bank loans, any other fund that invests in
bank loans and is managed by the same investment advisor of such Bank or by an
Affiliate of such investment advisor or (y) assign all, or if less than all, a
portion equal to at least $5,000,000 in the aggregate for the assigning Bank or
assigning Banks, of such Revolving Loan Commitment or Revolving Loan Commitments
and related outstanding Obligations hereunder to one or more Eligible
Transferees (treating any fund that invests in bank loans and any other fund
that invests in bank loans and is managed by the same investment advisor of such
fund or by an Affiliate of such investment advisor as a single Eligible
Transferee), each of which assignees shall become a party to this Agreement as a
Bank by execution of an Assignment and Assumption Agreement, PROVIDED that, (i)
at such time Schedule I shall be deemed modified to reflect the Revolving Loan
Commitments of such new Bank and of the existing Banks, (ii) upon the surrender
of the relevant Revolving Note by the assigning Bank (or, upon such assigning
Bank's indemnifying the Borrower for any lost Revolving Note pursuant to a
customary indemnification agreement) a new Revolving Note will be issued, at the
Borrower's expense, to such new Bank and to the assigning Bank upon the request
of such new Bank or assigning Bank, such new Revolving Note to be in conformity
with the requirements of Section 1.05 (with appropriate modifications) to the
extent needed to reflect the revised Revolving Loan Commitments and/or
outstanding Revolving Loans, as the case may be, (iii) the consent of the Agent
shall be required in connection with any assignment to an Eligible Transferee
pursuant to clause (y) above (which consent shall not be unreasonably withheld
or delayed), (iv) the Agent shall receive at the time of each such assignment,
from the assigning or assignee Bank, the payment of a non-refundable assignment
fee of $3,500 and (v) no such transfer or assignment will be effective until
recorded by the Agent on the Register pursuant to Section 13.15.  To the extent
of any assignment pursuant to this Section 13.04(b), the assigning Bank shall be
relieved of its obligations hereunder with respect to its assigned Revolving
Loan Commitment and outstanding Revolving Loans.  At the time of each assignment
pursuant to this Section 13.04(b) to a Person which is not already a Bank here
under and which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Bank shall, to the extent legally entitled to do so, provide to the
Borrower the appropriate Internal Revenue Service Forms (and, if applicable, a
Section 4.04(b)(ii) Certificate) described in Section 4.04(b).  To the extent
that an assignment of all or any portion of a Bank's Revolving Loan Commitment
and related outstanding Obligations pursuant to Section 1.13 or this Section
13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10, 2.06 or 4.04 from those being charged by the respective assigning
Bank prior to such assignment, then the Borrower shall not be obligated to pay
such increased costs (although the Borrower, in accordance with and pursuant to
the other provisions of this Agreement, shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

          (c)  Nothing in this Agreement shall prevent or prohibit any Bank from
pledging its Revolving Loans and Revolving Note hereunder to a Federal Reserve
Bank in support of borrowings made by such Bank from such Federal Reserve Bank
and, with the consent of the Agent, any Bank which is a fund may pledge all or
any portion of its Revolving Loans and Revolving Note to its trustee in support
of its obligations to its trustee.  No pledge pursuant to this clause (c) shall
release the transferor Bank from any of its obligations hereunder.

          1.5  NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay on the part
of the Agent, the Collateral Agent, any Issuing Bank or any Bank in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between the Borrower or any other Credit Party and the
Agent, the Collateral Agent, any Issuing Bank or any Bank shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder.  The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Agent, the Collateral Agent, any Issuing
Bank or any Bank would otherwise have.  No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of the Agent, the Collateral Agent, any Issuing Bank or any Bank to any other or
further action in any circumstances without notice or demand.

          1.6  PAYMENTS PRO RATA.  (a)  Except as otherwise provided in this
Agreement, the Agent agrees that promptly after its receipt of each payment from
or on behalf of the Borrower in respect of any Obligations hereunder, it shall
distribute such payment to the Banks (other than any Bank that has consented in
writing to waive its PRO RATA share of any such payment) PRO RATA based upon
their respective shares, if any, of the Obligations with respect to which such
payment was received.

          (b)  Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Revolving Loans, Unpaid Drawings, Commitment Commission or Letter of
Credit Fees, of a sum which with respect to the related sum or sums received by
other Banks is in a greater proportion than the total of such Obligation then
owed and due to such Bank bears to the total of such Obligation then owed and
due to all of the Banks immediately prior to such receipt, then such Bank
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Banks an interest in the Obligations of the respective
Credit Party to such Banks in such amount as shall result in a proportional
participation by all the Banks in such amount; PROVIDED that if all or any
portion of such excess amount is thereafter recovered from such Bank, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

          (c)  Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing pay
ments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

          1.7  CALCULATIONS; COMPUTATIONS; ACCOUNTING TERMS.  (a)  The financial
statements to be furnished to the Banks pursuant hereto shall be made and
prepared in accordance with generally accepted accounting principles in the
United States consistently applied throughout the periods involved (except as
set forth in the notes thereto or as otherwise disclosed in writing by the
Borrower to the Banks); provided that, (i) except as otherwise specifically
provided herein, all computations and all definitions used in determining
compliance with Sections 9.07 through 9.10, inclusive, shall utilize accounting
principles and policies in conformity with those used to prepare the historical
financial statements of the Borrower referred to in Section 7.05(a) and (ii) the
aggregate Stated Amount of all Letters of Credit issued in support of Foreign
Subsidiary Third Party Borrowings (and the interest expense related to such
Letters of Credit) shall be excluded from the calculation of the financial
covenants set forth in Sections 9.08 and 9.09 and from the calculation of
Interest Reduction Discount to the extent, but only to the extent, of the
outstanding principal amount of such Foreign Subsidiary Third Party Borrowings
at the time of any such calculation.

          (b)  All computations of interest, Commitment Commission and other
Fees hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day; except that
in the case of Letter of Credit Fees, the last day shall be included) occurring
in the period for which such interest, Commitment Commission or Fees are
payable.

          1.8  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL.  (a)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORD
ANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS.  THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO
PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT
SUCH COURTS LACK PERSONAL JURISDICTION OVER IT.  THE BORROWER FURTHER IRREVOC
ABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED
OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS
AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR
PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE
OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT
THE RIGHT OF THE AGENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

          (b)  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          (c)  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANS
ACTIONS CONTEMPLATED HEREBY OR THEREBY.

          1.9  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Agent.

          0.1  EFFECTIVENESS.  This Agreement shall become effective on the date
(the "Effective Date") on which (i) the Borrower, the Agent and each of the
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered the same to the Agent at the Notice
Office or, in the case of the Banks, shall have given to the Agent telephonic
(confirmed in writing), written or telex notice (actually received) at such
office that the same has been signed and mailed to it and (ii) the conditions
set forth in Section 5 are met to the satisfaction of the Agent and the Required
Banks.  Unless the Agent has received actual notice from any Bank that the
conditions contained in Section 5 have not been met to its satisfaction, upon
the satisfaction of the condition described in clause (i) of the immediately
preceding sentence and upon the Agent's good faith determination that the condi
tions described in clause (ii) of the immediately preceding sentence have been
met, then the Effective Date shall have been deemed to have occurred, regardless
of any subsequent determination that one or more of the conditions thereto had
not been met (although the occurrence of the Effective Date shall not release
the Borrower from any liability for failure to satisfy one or more of the
applicable conditions contained in Section 5).  The Agent will give the Borrower
and each Bank prompt written notice of the occurrence of the Effective Date.

          0.2  HEADINGS DESCRIPTIVE.  The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          0.3  AMENDMENT OR WAIVER; ETC.  (a)  Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the Re
quired Banks, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Bank (other than a Defaulting Bank), (i)
extend the final scheduled maturity of any Loan or Note or extend the stated
expiration date of any Letter of Credit beyond the Final Maturity Date, or
reduce the rate or extend the time of payment of interest or Fees thereon, or
reduce the principal amount thereof (except to the extent repaid in cash) (it
being understood that any amendment or modification to the financial definitions
in this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or Fees for the purposes of this clause (i)), (ii) release all
or substantially all of the Pledge Agreement Collateral (except as expressly
provided in the Credit Documents), (iii) amend, modify or waive any provision of
this Section 13.12, (iv) reduce the percentage specified in the definition of
Required Banks (it being understood that, with the consent of the Required
Banks, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Banks on substantially the same
basis as the Revolving Loan Commitments are included on the Effective Date) or
(v) consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement; PROVIDED FURTHER, that no such change,
waiver, discharge or termination shall (v) increase the Revolving Loan
Commitment of any Bank over the amount thereof then in effect without the
consent of such Bank (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the Total Revolving Loan Commitment shall not constitute an
increase of the Revolving Loan Commitment of any Bank, and that an increase in
the available portion of any Revolving Loan Commitment of any Bank shall not
constitute an increase of the Revolving Loan Commitment of such Bank), (w)
without the consent of any Issuing Bank, amend, modify or waive any provision of
Section 2 or alter its rights or obligations with respect to Letters of Credit,
(x) without the consent of the Swingline Bank, alter the Swingline Bank's rights
or obligations with respect to Swingline Loans, (y) without the consent of the
Agent, amend, modify or waive any provision of Section 12 or any other provision
as same relates to the rights or obligations of the Agent, or (z) without the
consent of the Collateral Agent, amend, modify or waive any provision relating
to the rights or obligations of the Collateral Agent.

          (b)  If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Banks is obtained but the consent of one or more of
such other Banks whose consent is required is not obtained, then the Borrower
shall have the right, so long as all non-consenting Banks whose individual
consent is required are treated as described in either clauses (A) or (B) below,
to either (A) replace each such non-consenting Bank or Banks with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such re
placement, each such Replacement Bank consents to the proposed change, waiver,
discharge or termination or (B) terminate such non-consenting Bank's Revolving
Loan Commitment and/or repay the outstanding Revolving Loans of such Bank and
cash collateralize its applicable RL Percentage of the Letter of Credit
Outstandings in accordance with Sections 3.02(b) and 4.01(b), PROVIDED that,
unless the Revolving Loan Commitment that is terminated, and Revolving Loans
repaid, pursuant to preceding clause (B) are immediately replaced in full at
such time through the addition of new Banks or the increase of the Revolving
Loan Commitments and/or outstanding Revolving Loans of existing Banks (who in
each case must specifically consent thereto), then in the case of any action pur
suant to preceding clause (B) the Required Banks (determined after giving effect
to the proposed action) shall specifically consent thereto, PROVIDED FURTHER,
that in any event the Borrower shall not have the right to replace a Bank,
terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a
result of the exercise of such Bank's rights (and the withholding of any
required consent by such Bank) pursuant to the second proviso to Section
13.12(a).

          0.4  SURVIVAL.  All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Obligations.

          0.5  DOMICILE OF LOANS .  Each Bank may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Bank.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 1.10, 1.11, 2.06 or 4.04 from
those being charged by the respective Bank prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

          0.6  REGISTER.  The Borrower hereby designates the Agent to serve as
the Borrower's agent, solely for purposes of this Section 13.15, to maintain a
register (the "Register") on which it will record the Revolving Loan Commitments
from time to time of each of the Banks, the Revolving Loans made by each of the
Banks and each repayment in respect of the principal amount of the Revolving
Loans of each Bank.  Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Revolving Loans.  With respect to any Bank, the transfer of the Revolving Loan
Commitment of such Bank and the rights to the principal of, and interest on, any
Revolving Loan made pursuant to such Revolving Loan Commitment shall not be
effective until such transfer is recorded on the Register maintained by the
Agent with respect to ownership of such Revolving Loan Commitment and Revolving
Loans and prior to such  recordation all amounts owing to the transferor with
respect to such Revolving Loan Commitment and Revolving Loans shall remain owing
to the transferor.  The registration of assignment or transfer of all or part of
any Revolving Loan Commitments and Revolving Loans shall be recorded by the
Agent on the Register only upon the acceptance by the Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b).  Coincident with the delivery of such an Assignment and Assumption
Agreement to the Agent for acceptance and registration of assignment or transfer
of all or part of a Revolving Loan, or as soon thereafter as practicable, the
assigning or transferor Bank shall surrender the Revolving Note evidencing such
Revolving Loan, and thereupon one or more new Revolving Notes in the same aggre
gate principal amount shall be issued to the assigning or transferor Bank and/or
the new Bank.  The Borrower agrees to indemnify the Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which may
be imposed on, asserted against or incurred by the Agent in performing its
duties under this Section 13.15.

          0.7  CONFIDENTIALITY.  (a)  Subject to the provisions of clause (b) of
this Section 13.16, each Bank agrees that it will use its reasonable efforts not
to disclose without the prior consent of the Borrower (other than to its
employees, auditors, advisors or counsel or to another Bank if the Bank or such
Bank's holding or parent company in its sole discretion determines that any such
party should have access to such information, provided such Persons shall be
subject to the provisions of this Section 13.16 to the same extent as such Bank)
any information with respect to the Borrower or any of its Subsidiaries which is
now or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower to the Banks in writing as
confidential, PROVIDED that any Bank may disclose any such information (i) as
has become generally available to the public other than by virtue of a breach of
this Section 13.16(a) by the respective Bank, (ii) as may be required or appro
priate in any report, statement or testimony submitted to any municipal, state
or Federal regulatory body having or claiming to have jurisdiction over such
Bank or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (iv) in order to
comply with any law, order, regulation or ruling applicable to such Bank, (v) to
the Agent or the Collateral Agent and (vi) to any prospective or actual
transferee or participant in connection with any contemplated transfer or
participation of any of the Revolving Notes or Revolving Loan Commitments or any
interest therein by such Bank, PROVIDED that such prospective transferee or
participant agrees to be bound by the confidentiality provisions contained in
this Section 13.16.

          (b)  The Borrower hereby acknowledges and agrees that each Bank may
share with any of its affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any nonpublic customer infor
mation regarding the creditworthiness of the Borrower and its Subsidiaries),
provided such Persons shall be subject to the provisions of this Section 13.16
to the same extent as such Bank.

          0.8  JUDGMENT CURRENCY.  (a)  The Borrower's obligation hereunder and
under the other Credit Documents to make payments in Dollars or, in the case of
Letters of Credit denominated in a currency other than Dollars, in such other
currency (in either such case, the "Obligation Currency") shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Agent, the Collateral Agent or the respective Bank of the full
amount of the Obligation Currency expressed to be payable to the Agent, the
Collateral Agent or such Bank under this Agreement or the other Credit
Documents.  If for the purpose of obtaining or enforcing judgment against the
Borrower in any court or in any jurisdiction, it becomes necessary to convert
into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the Obligation Currency, the conversion shall be made, at the Dollar
Equivalent thereof, in the case of conversions into Dollars or, in the case of
conversions into a currency other than Dollars, at the rate of exchange quoted
by the Agent, determined, in each case, as of the date immediately preceding the
day on which the judgment is given (such Business Day being hereinafter referred
to as the "Judgment Currency Conversion Date").

          (b)  If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Borrower convenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgement Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

          (c)  For purposes of determining the Dollar Equivalent or any other
rate of exchange for this Section 13.17, such amounts shall include any premium
and costs payable in connection with the purchase of the Obligation Currency.

          0.9  CERTAIN POST-CLOSING ACTIONS.  Notwithstanding anything to the
contrary contained in this Agreement or in the Pledge Agreement, the Borrower
shall have an additional 45 days following the Effective Date to deliver to the
Collateral Agent pursuant to (and to the extent required by) the Pledge
Agreement the Pledged Securities and related stock powers in respect of the
capital stock of the first-tier Foreign Subsidiaries of the Credit Parties.


                            *          *           *
          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:
_______

13215 Birch Street              SITEL CORPORATION
Omaha, Nebraska  68164
Telephone: (402) 963-6479
Telecopier:(402) 963-2699       By /s/ Barry S. Major
                                  _____________________________________
Attention:  Barry S. Major          Title: Chief Financial Officer
Executive Vice President
and Chief Financial Officer


                                BANKERS TRUST COMPANY,
                                  Individually and as Agent


                                By /s/ David J. Bell
                                  _____________________________________
                                    Title: Vice President



                                FIRST BANK NATIONAL ASSOCIATION,
                                 Individually, and as Syndication Agent


                                By /s/ Robert W. Miller
                                  ___________________________________
                                    Title: Vice President



                                FIRST UNION NATIONAL BANK,
                                 Individually, and as Documentation Agent


                                By /s/ Thomas M. Cambern
                                  __________________________________
                                    Title: Vice President





                                THE BANK OF NEW YORK


                                By /s/ William A. O'Daly
                                  _________________________________
                                    Title: Vice President


                                THE BANK OF NOVA SCOTIA


                                By /s/ F.C.H. Ashby
                                  __________________________________
                                    Title: Senior Manager Loan Operations


                                COMERICA BANK


                                By /s/ Phillip A. Coosaia
                                  ___________________________________
                                    Title: Vice President


                                CAISSE NATIONALE DE CREDIT AGRICOLE


                                By /s/ Dean Balice
                                  ____________________________________
                                    Title: Senior Vice President- Branch Manager


                                THE FIRST NATIONAL BANK OF CHICAGO


                                By /s/ Nathan Bloch
                                  ____________________________________
                                    Title: First Vice President







                                THE FUJI BANK, LIMITED


                                By /s/ Peter L. Chinnici
                                  ___________________________________
                                    Title: Joint General Manager


                                MELLON BANK, N.A.


                                By /s/ Laurel Larson
                                  ________________________________________
                                    Title: Assistant Vice President


                                THE SANWA BANK, LIMITED,
                                CHICAGO BRANCH


                                By /s/ Joseph P. Howard
                                  ________________________________________
                                    Title: Vice President


                                WACHOVIA BANK, N.A.


                                By /s/ Mark L. Thomas
                                  ________________________________________
                                    Title: Vice President
<PAGE>
                                   SCHEDULE I
                                   __________

                           REVOLVING LOAN COMMITMENTS
                           __________________________



                                                          Revolving Loan
Bank                                                        Commitment
____                                                        ___________

Bankers Trust Company                                       $20,000,000

First Bank National Association                             $20,000,000

First Union National Bank                                   $20,000,000

The Bank of New York                                        $13,000,000

The Bank of Nova Scotia                                     $13,000,000

The First National Bank of Chicago                          $13,000,000

Caisse Nationale De Credit Agricole                          $8,500,000

Comerica Bank                                                $8,500,000

The Fuji Bank, Limited                                       $8,500,000

Mellon Bank, N.A.                                            $8,500,000

The Sanwa Bank, Limited, Chicago Branch                      $8,500,000

Wachovia Bank, N.A.                                          $8,500,000

    TOTAL:                                                 $150,000,000

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

                                                SCHEDULE II
                                                ____________



BANK ADDRESSES
______________


       Bank                                Address
       ____                                _______
                                           
Bankers Trust Company                      130 Liberty Street
                                           New York, NY  10006
                                           Attn:  David Bell
                                           Tel. No.: (212) 250-9048
                                           Fax No.:  (212) 250-7218
First Bank National Association            601 Second Avenue South
                                           Minneapolis, MN  55402
                                           Attn: Robert Miller
                                           Tel. No.:  (612) 973-1819
                                           Fax No.:  (612) 973-0824
First Union National Bank                  One First Union Center
                                           Charlotte, NC  28288
                                           Attn:  Jeffrey Seaton
                                           Tel. No.:  (704) 374-7042
                                           Fax No.:  (704) 374-2802
The Bank of New York                       One Wall Street
                                           New York, NY  10286
                                           Attn: Bill O'Daly
                                           Tel. No.: (212) 635-1147
                                           Fax No.: (212) 635-1208
The Bank of Nova Scotia                    180 West Madison, Suite 3700
                                           Chicago, IL  60602
                                           Attn:  Keith Rauschenberger
                                           Tel. No.:  (312) 201-4183
                                           Fax No.:  (312) 201-4108
Comerica Bank                              500 Woodward Avenue
                                           Detroit, MI  48226
                                           Attn:  David Morrison
                                           Tel. No.:  (313) 222-3808
                                           Fax No.:  (313) 222-9516
Caisse Nationale De Credit Agricole        55 East Monroe Street
                                           Chicago  IL  60603
                                           Attn:  John Hyun
                                           Tel. No.:  (312) 917-7547
                                           Fax No.:  (312) 372-3724
The First National Bank of Chicago         One First National Plaza
                                           Mail Suite 0173
                                           Chicago, IL  60670-0173
                                           Attn:  Nathan Bloch
                                           Tel. No.:  (312) 732-2243
                                           Fax No.:  (312) 732-1117
The Fuji Bank, Limited                     225 West Wacker Drive
                                           Suite 2000
                                           Chicago, IL  60606
                                           Attn: James Fayen
                                           Tel. No.: (312) 621-0397
                                           Fax No.: (312) 621-0539
Mellon Bank, N.A.                          55 West Monroe Street
                                           Suite 2600
                                           Chicago  IL  60603
                                           Attn:  Laurel Larson
                                           Tel. No.:  (312) 357-3408
                                           Fax No.:  (312) 357-3414
The Sanwa Bank, Limited Chicago Branch     10 South Wacker Drive
                                           31st Floor
                                           Chicago, IL  60606
                                           Attn: Joseph Howard
                                           Tel. No.: (312) 368-3007
                                           Fax No.: (312) 346-6677
Wachovia Bank                              191 Peachtree Street, N.E.
                                           Atlanta, GA  30303
                                           Attn: Mark Thomas
                                           Tel. No.: (404) 332-6450
                                           Fax No.: (404) 332-6898
<PAGE>
                                               SCHEDULE III
                                               ____________
                       SUBSIDIARIES
                        ____________
       (all 100% owned unless otherwise indicated)


SITEL International, Inc.

     -  SITEL Teleservices Canada Inc.

     -  SITEL Hispanica, S.A.

          -  SITEL Iberica Teleservices, S.A.
               -  Action Data Base S.A.
               -  Telepromotion S.A. (75%)
               -  Action Servicos de Publicidade S.A.
                    -  Action Meydis ACE (50%)

     -  SITEL Europe plc

          -  SITEL Moor Park Limited
          -  SITEL Kingston Limited
               -  B's Telemarketing Limited
          -  SITEL Brussels NV
          -  SITEL Stratford Limited
          -  SITEL Stratford [Services] Limited
          -  SITEL Kingston [Services] Limited
          -  SITEL Moor Park [Services] Limited
          -  SITEL GmbH
          -  The L & R Group Limited
          -  Svanberg & Co. Intressenter AB

     -  SITEL Asia Pacific Holdings Pte Ltd.

          -  SITEL Singapore Pte Ltd.
          -  SITEL Telebusiness New Zealand Limited
          -  SITEL Telebusiness Australia Pty Limited
          -  SITEL Telebusiness Singapore Pte Ltd.
          -  SITEL Levita Pty Ltd.
          -  SITEL Japan KK
          -  SITEL Hong Kong Pte Ltd.

SITEL Technical Services, Inc.

SITEL Insurance Services, Inc.

Financial Insurance Services, Inc.

SITEL Support Services, Inc.

National Action Financial Services, Inc.

SITEL Software, Inc.

SITEL Investments, Inc.

SITEL Insurance Marketing Services, Inc.


Companies listed at the left margin are directly-owned Subsidiaries of the
Borrower.  The Borrower also owns one share of SITEL Europe plc with the rest of
the shares owned by SITEL International, Inc.  Below each directly-owned
Subsidiary of the Borrower is a list of Subsidiaries which are directly-owned by
such directly-owned Subsidiaries of the Borrower.  The indirectly-owned
Subsidiaries of the directly-owned Subsidiaries of the Borrower are listed in a
similar manner.
<PAGE>
                                                SCHEDULE IV
                                                ____________


                  EXISTING INDEBTEDNESS
                   _____________________

Borrower      Bank/Counter  Facility      Purpose      Maturity  Balance
              party         Type
___________   ____________  ___________   __________   ________  ________
BANK DEBT                                                        

SITEL Europe  Royal Bank    Overdrafts    Operations   n/a       $816,000
              of Scotland

SITEL         Royal Bank    Overdrafts    Operations   n/a       $583,000
Stratford     of Scotland

L&R           Barclays      Overdrafts    Operations   n/a       $73,000
              Bank

SITEL         Credit        Revolving     Operations   n/a       $485,000
Brussels      Lyonnais      Credit

SITEL         Credite Bank  Revolving     Operations   n/a       $311,000
Brussels                    Credit

SITEL         BBL           Revolving     Operations   n/a       $60,000
Brussels                    Credit

SITEL         Generale      Revolving     Operations   n/a       $1,519,000
Brussels      Bank          Credit

SITEL GmbH    Commerzbank   Revolving     Operations   n/a       $475,000
                            Credit
                                                                 
SITEL         Various       Poliza de     Operations   6/30/98   $1,664,862
Iberica       Spanish       credito
Teleservices  Banks
                                                                 
Levita        National      Construction  American     3/31/01   $4,763,000
(SITEL Asia   Australia     Loan          Express
Pacific)      Bank                        Call Centre
                                                                 
LONG TERM                                                        
DEBT

SITEL         South Dakota  Installment   Economic     3/2/00    $123,509
Corporation                 Loan          Development
                                          Loan
                                                                 
SITEL         IBM           Installment   Equipment    6/4/99    $1,506,569
Corporation                 Loan          Loan
                                                                 
SITEL Europe  Royal Bank    Unsecured     Preference   3/1/01    $500,000
              of Scotland                 Shares

SITEL         Royal Bank    Secured       Property     7/31/02   $1,151,000
Stratford     of Scotland

SITEL         Generale      Belgacom      Secured on   n/a       $281,000
Brussels      Bank          Finance       Debts

SITEL         Generale      MSN Finance   Secured on   n/a       $162,000
Brussels      Bank                        Debts

SITEL         Generale      Mercom        Secured on   n/a       $251,000
Brussels      Bank          Finance       Debts
                                                                 
SITEL         Teleaction    Acquisition   Liability    6/30/98   $14,587,960
Hispanica     Sellers       Debt          for 30.2%
                                          of SITEL
                                          Spain
                                                                 
CAPITAL                                                          
LEASES

National      Various       Lease         Equipment    9/30/00   $285,310
Action        Vendors                     Leases
Financial
Services

SITEL         Various       Lease         Acquisition  11/30/99  $860,224
Corporation   Vendors                     Equipment
                                          Leases

SITEL         Various       Lease         Equipment    3/31/00   $2,249,600
Iberica       Vendors                     Leases
Teleservices

SITEL Europe  Various       Lease         Phone        2/28/01   $5,373,000
              Vendors                     Equipment
                                          Leases

Telebusiness  Various       Lease         Equipment    6/30/00        $395,000
Australia     Vendors                     Leases
                                                                  ____________
                                                       Total     $  38,476,034
                                                                  ============
<PAGE>                                                          
                                                                    SCHEDULE V

<TABLE>
                                      EXISTING LIENS

<C>      <S>          <S>           <S>          <S>       <S>          <S>                              
Filing   Debtor       Secured        File        Original  Description  Permitted
Location               Party         Number*/    File      of           Refinancing
                                                 Date      Collateral
________ ___________  ___________   ___________  ________  _____________

CO       SITEL        IBM Credit    19972048421  6/12/97   IBM equipment        
         Corporation  Corp.

CO       SITEL        Business      942050037    7/5/94    Canon Copier &       
         Corporation  Equipment                            Stapler/Sorter
                      Leasing Co.

NE       SITEL        Business      9991527333   9/3/91    Sharp                
         Corporation  Leasing,                             copier/collator
                      Inc.

NE       SITEL        Pitney        9992562228   9/8/92    leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Northern      9992562700   9/14/92   leased computer      
         Corporation  Telecom                              equipment, products
                      Finance                              & proceeds
                      Corp.

NE       SITEL        Pitney        9992568233   11/16/92  leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Norwest       9993583083   4/13/93   leased equipment     
         Corporation  Bank NE

NE       SITEL        Pitney        9994627061   7/5/94    leased equipment,    
         Corporation  Bowes                                inventory, products
                      Credit                               & proceeds
                      Corporation

NE       SITEL        Eakes         9995653206   4/10/95   Sharp office         
         Corporation  Office                               equipment
                      Products

NE       SITEL        Pitney        9995660502   6/21/95   leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Pitney        9995660504   6/21/95   leased equipment &   
         Corporation  Bowes                                products
                      Credit
                      Corporation

NE       SITEL        Eakes         9995670855   10/17/95  Sharp office         
         Corporation  Office                               equipment
                      Products

NE       SITEL        Douglas       9995671643   10/25/95  Canon copiers,       
         Corporation  County Bank                          staplers, sorters,
                      & Trust                              products & proceeds

NE       SITEL        Pitney        9996685039   3/11/96   leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Pitney        9996694626   6/3/96    leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Business      9996697544   7/1/96    leased office        
         Corporation  Credit                               equipment
                      Leas.

NE       SITEL        Douglas Co.   9996702389   8/21/96   Canon copiers,       
         Corporation  Bank &                               staplers, sorter,
                      Trust                                equipment, products
                                                           & proceeds

NE       SITEL        Pitney        9996707775   10/11/96  leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Pitney        999670776    10/11/96  leased equipment,    
         Corporation  Bowes                                products & proceeds
                      Credit
                      Corporation

NE       SITEL        Business      9997724038   3/10/97   copier & office      
         Corporation  Credit                               equipment
                      Leas.

NE       SITEL        IBM           9997735431   6/12/97   IBM equipment        
         Corporation  Corporation

TX       SITEL        American      95-00082117  4/26/95   Canon copier,        
         Corporation  Nat'l Bank                           stapler, sorter

TX       SITEL        IBM Credit    97-00122818  6/12/97   IBM equipment        
         Corporation  Corp.

TX       SITEL        IBM Credit    97-00122819  6/12/97   IBM equipment        
         Corporation  Corp.

WI       SITEL        PNC Leasing   1655525      3/14/97   finance lease,       
         Technical    Corp.                                equipment
         Services,
         Inc.

WI       SITEL        PNC Leasing   1655526      3/14/97   finance lease,       
         Technical    Corp.                                equipment
         Services,
         Inc.

WI       SITEL        PNC Leasing   1655527      3/14/97   finance lease,       
         Technical    Corp.                                equipment
         Services,
         Inc.

NY       National     AT&T Credit   199509       10/3/95   AT&T Definity        
         Action       Corp.                                Generic lease
         Financial
         Services,
         Inc.

*/Includes renewals, replacements and extensions of such liens in accordance with Section 9.01(iii).
____________________________________________________________________________________________________

</TABLE>
<PAGE>

                                                SCHEDULE VI
                                                ___________




SALE/LEASEBACK PROPERTIES
_________________________



1)   7303 World Communications Drive
     Omaha, Nebraska  68122

2)   5807 North 102nd
     Omaha, Nebraska  68134

3)   5601 North 103rd
     Omaha, Nebraska  68134

4)   2702 West Loop 306
     San Angelo, Texas  76904
<PAGE>
                                               SCHEDULE VII
                                                ___________



EXISTING INVESTMENTS
_____________________


121,888 shares of Viatel, Inc. Common Stock

490 shares of SITEL Insurance Services Canada Inc. common stock (49%)
<PAGE>
                                              SCHEDULE VIII
                                              _____________



INDEBTEDNESS TO BE REFINANCED
_____________________________

Borrower     Bank        Facility  Purpose       Maturity     Balance
                         Type
___________  _______     _________ ___________   __________   __________

BANK DEBT                                                     

SITEL        First       Revolving Operations    November 1,  $27,600,000
Corporation  Bank        Credit                  1997

SITEL        First       Real      Construction  November 1,    7,000,000
Corporation  Bank        Estate                  1997

SITEL        First       Term      Acquisitions  November 1,   14,300,000
Corporation  Bank        Loan                    1997
                                                              ___________
                                                       Total  $48,900,000
                                                              ===========
<PAGE>
                                                SCHEDULE IX
                                                ___________




                       PROJECTIONS
                       ___________
 
Reference to this schedule is in error.  The Credit Agreement did not have a
Schedule IX.  References in the Credit Agreement to the Projections were to 
documents previously furnished to the Banks but not made part of the Credit
Agreement.


<PAGE>
                                                                   SCHEDULE X
                                                                   __________



EXISTING LETTERS OF CREDIT
__________________________

Borrower     Bank        Beneficiary        Expiry    Currency   Balance
                                            Date      
___________  __________  _________________  _______   _________  __________
SITEL        First Bank  Barclays Bank      6/23/98   Pesetas    489,292,072
Corporation  Omaha       Plaza De Colon, 1
                         28046 Madrid
                         Spain
SITEL        First Bank  State of South     2/28/98    USD           128,000
Corporation  Omaha       Dakota








  **  As of July 23, at an FX rate of 153 Pesetas/$, the US$ equivalent would be
$3,198,000.
<PAGE>
                                                                      EXHIBIT A
                                                                     ___________
                           FORM OF NOTICE OF BORROWING
                           ___________________________
                           
                                                                          [Date]
Bankers Trust Company,
  as Agent for the Banks party
  to the Credit Agreement
  referred to below
130 Liberty Street
New York, New York  10006

Attention:

Ladies and Gentlemen:

          The undersigned, SITEL Corporation (the "Borrower"), refers to the
Credit Agreement, dated as of July 24, 1997 (as amended from time to time, the
"Credit Agreement," the terms defined therein being used herein as therein
defined), among the Borrower, the lenders from time to time party thereto (the
"Banks"), First Bank National Association, as Syndication Agent, First Union
National Bank, as Documentation Agent, and you, as Agent for such Banks, and
hereby gives you notice, irrevocably, pursuant to Section 1.03(a) of the Credit
Agreement, that the undersigned hereby requests a Borrowing of Revolving Loans
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "Proposed Borrowing") as required by
Section 1.03(a) of the Credit Agreement:

          (i)  The Business Day of the Proposed Borrowing is ____________.(F1)

          (ii)  The aggregate principal amount of the Proposed Borrowing is
     $____________.
     
     
          (iii)  The Revolving Loans to be made pursuant to the Proposed
     Borrowing shall be initially maintained as [Base Rate Loans] [Eurodollar
     Loans].
     
          [(iv)  The initial Interest Period for the Proposed Borrowing is [one]
     [two] [three] [six] month(s).](F2)
     
____________________
<F1> Shall be a Business Day at least one Business Day in the case of Base Rate
Loans and at least three Business Days in the case of Eurodollar Loans, in each
case, after the date hereof.

<F2>To be included for a Proposed Borrowing of Eurodollar Loans
<PAGE>
            (v)       The aggregate outstanding principal amount of all Foreign
     Subsidiary Third Party Borrowings is $__________.
     
          The undersigned hereby certifies that the following statements are
     true on   the date hereof, and will be true on the date of the Proposed
     Borrowing:
     
         (A)  the representations and warranties contained in the Credit
      Agreement and in the other Credit Documents are and will be true and
correct in all material respects, both before and after giving effect to the
Proposed Borrowing and to the application of the proceeds thereof, as though
made on such date, unless stated to relate to a specific earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date; and
     (B)  no Default or Event of Default has occurred and is continuing, or

would result from such Proposed Borrowing or from the application of the

proceeds thereof.

                    Very truly yours,

                    SITEL CORPORATION





                    By ________________________ 
                       Name:
                       Title:

<PAGE>
                                                                    EXHIBIT B-1
                                                                    ___________
                                        
                             FORM OF REVOLVING NOTE
                             ______________________
$ ____________                                                New York, New York
          [Date]
     FOR VALUE RECEIVED, SITEL CORPORATION (the "Borrower"), a Minnesota
corporation, hereby promises to pay to ______ or its registered assigns (the
"Bank"), in lawful money of the United States of America in immediately
available funds, at the office of the Banker Trust Company (the "Agent") located
at 130 Liberty Street, New York, New York 10006 on the Final Maturity Date (as
defined in the Agreement referred to below) the principal sum of
_________________ DOLLARS ($ __________) or, if less, the unpaid principal
amount of all Revolving Loans (as defined in the Agreement) made by the Bank
pursuant to the Agreement.

     The Borrower promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the time provided in Section 1.08 of the Agreement.

     The Note is one of the Revolving Notes referred to in the Credit Agreement,
dated as of July 24, 1997, among the Borrower, the lenders from time to time
party thereto (including the Bank), First Bank National Association, as
Syndication Agent, First Union National Bank, as Documentation Agent, and Banker
Trust Company, as Agent (as amended, modified or supplemented from time to time,
the "Agreement") and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement).  This Note is secured by the Pledge
Agreement (as defined in the Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Agreement).  This Note is subject to
voluntary prepayment and mandatory repayment prior to the Final Maturity Date,
in whole or in part, as provided in the Agreement.

     In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of an accrued interest on this Note may become or
be declared due and payable in the manned and with the effect provided in the
Agreement.

     The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
<PAGE>

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                              SITEL CORPORATION



                              By  _________________________
                                     Name:
                                     Title:
<PAGE>

                                                                     EXHIBIT B-2
                                                                     _________
                                        
                             FORM OF SWINGLINE NOTE
                             ______________________


$_______________                                              New York, New York
                                                                         [Date]



     FOR VALUE RECEIVED, SITEL CORPORATION (the "Borrower"), a Minnesota
corporation, hereby promises to pay to BANKERS TRUST COMPANY or its registered
assigns (the "Bank"), in lawful money of the United States of America in
immediately available funds, at the office of Bankers Trust Company (the
"Agent") located at 130 Liberty Street, New York, New York 10006 on the
Swingline Expiry Date (as defined in the Agreement referred to below) the
principal sum of ________________________ ($ __________) or, if less, the unpaid
principal amount of all Swingline Loans (as defined in the Agreement) made by
the Bank pursuant to the Agreement.

     The Borrower promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 1.08 of the Agreement.

     This Note is the Swingline Note referred to in the Credit Agreement, dated
as of July 24, 1997, among the Borrower, the lenders from time to time party
thereto (including the Bank), First Bank National Association, as Syndication
Agent, First Union National Bank, as Document Agent, and Bankers Trust Company,
as Agent (as amended, modified or supplemented from time to time, the
"Agreement"  and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement).  This Note is secured by the Pledge
Agreement (as defined in the Agreement) and is entitled to the benefits of the
Subsidiaries Guaranty (as defined in the Agreement).  This Note is subject to
voluntary prepayment and mandatory repayment prior to the Swingline Expiry Date,
in whole or in part, as provided in the Agreement.

     In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may become  or
be declared to be due and payable in the manner and with the effect provided in
the Agreement.

     The Borrower hereby waives presentment, demand protest or notice of any
kind in connection with this Note.
<PAGE>


     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                              SITEL CORPORATION



                              By  ________________________
                                     Name:
                                     Title:

<PAGE>

                                                                       EXHIBIT C
                                                                       _________
                                        
                        FORM OF LETTER OF CREDIT REQUEST
                        ________________________________

No. ___(F1)__        Dated _____(F2)_____

Bankers Trust Company, as Agent under the
  Credit Agreement (the "Credit Agreement"),
  dated as of  July 24, 1997, among SITEL
  Corporation, the lenders from time to time
  party thereto, First Bank National
  Association, as Syndicate Agent, First
  Union National Bank, as Documentation
  Agent, and Bankers Trust Company, as Agent
130 Liberty Street
New York, New York   10006

Attention:

[Name and Address of Issuing Bank]

Attention:

Dear Sirs:

                              We hereby request that ______________, in its
individual capacity, issue a [standby] [trade] Letter of Credit for the account
of the undersigned on ____(F3)_______ (the
_____________________
<F1>Letter of Credit Request Number.

<F2>Date of Letter of Credit Request.

<F3>Date of Issuance with shall be at least five Business Days from the date
hereof (or such shorter period as is acceptable to the respective Issuing Bank).

<PAGE>
"Date of Issuance") in the aggregate stated amount of ______(F4)_____.  The
requested Letter of Credit shall be denominated in _____(F5)_____.

     For purposes of this Letter of Credit Request, unless otherwise defined 
herein, all capitalized terms used herein which are defined in the Credit 
Agreement shall have the respective meaning provided therein.

     The beneficiary of the requested Letter of Credit will be _____(F6)___, and
such Letter of Credit will be in support of _____(F7)_____ and will have a 
stated expiration date of _____(F8)___.

                                     We hereby certify that:

          (1)The representations and warranties contained in the Credit
     Agreement and in the other Credit Documents are and will be true and
     correct in all material respects, both before and after giving effect to
     the issuance of the Letter of Credit requested hereby, on the Date of
     Issuance (it being understood and agreed that any representation or
     warranty which by its terms is made as of a specified date shall be
     required to be true and correct in all material respects only as of such
     specified dated).
_____________________
<F4>Aggregate initial Stated Amount of Letter of Credit which shall not be less
than $100,000 or the Dollar Equivalent thereof or such lesser amount as is
acceptable to the respective Issuing Bank.

<F5>Specify Dollars, Deutsche Marks, Canadian Dollars, British Pounds Sterling,
Spanish Pesetas or Australian Dollars.  Only standby Letters of Credit may be
issued in a currency other than Dollars and such issuance is subject to the
approval of the respective Issuing Bank.

<F6> Insert name and address of beneficiary.

<F7>Insert description of L/C Supportable Obligations in the case of standby
letters of credit and insert description of commercial transaction in the case
of trade letters of credit.

<F8> Insert the last date upon which drafts may be presented which may not be
later than the earlier of (x) (A) in the case of standby Letters of Credit, 12
months after the Date of Issuance and (B) in the case of trade Letters of
Credit, 180 days after the Date of Issuance and (y) (i) the third Business Day
prior to the Final Maturity Date in the case of standby Letters of Credit or
(ii) the 30th day prior to the Final Maturity Date in the Case of trade Letters
of Credit.
<PAGE>

          (2)No Default or Event of Default has occurred and is continuing nor,
     after giving effect to the issuance of the Letter of Credit requested
     hereby, would such a Default or an Event of Default occur.
          
          Copies of all documentation with respect to the supported transaction
are attached hereto.
          
                     SITEL CORPORATION
          
          
          
                              By _______________________________
                                 Name:
                                 Title:
          
<PAGE>
                                                                       EXHIBIT D
                                                                       _________
                                        
                                        
                    FORM OF SECTION 4.04 (b)(ii) CERTIFICATE
                    ________________________________________

          Reference is hereby made to the Credit Agreement, dated as July 24,
1997, among SITEL Corporation, the lenders from time to time party thereto,
First Bank National Association, as Syndication Agent, First Union National
Bank, as Documentation Agent, and Bankers Trust Company, as Agent (as amended
for time to time, the "Credit Agreement").  Pursuant to the provisions of
Section 4.04 (b)(ii) of the Credit Agreement, the undersigned hereby certifies
that it is not a "bank" as such term is used in Section 881 (c)(3)(A) of the
Internal Revenue Code of 1986, as amended.


                              [NAME OF BANK]



                              By ______________________________
                                 Name:
                                 Title:


Date ___________________, _______




<PAGE>
                                                                     EXHIBIT E-2
                                                                     ___________
                                        
                                  July 24, 1997


To the Agent, the Collateral Agent and each
of the Banks party to the Credit
Agreement referred to below

Ladies and Gentlemen:

     We have acted as special counsel to (i) SITEL Corporation, a Minnesota
corporation (the "Borrower") and (ii) each Subsidiary Guarantor as of the date
hereof (each a "Subsidiary Guarantor," and together with the Borrower, each a
"Credit Party" and, collectively, the "Credit Parties"), in connection with the
execution and delivery of the Credit Agreement, dated as of July 24, 1997 (the
"Credit Agreement"), among the Borrower, the lenders party thereto (the
"Banks"), and Bankers Trust Company, as Agent (the "Agent"), and the
transactions contemplated thereby.  This opinion is delivered to you pursuant to
Section 5.03 of the Credit Agreement.  Unless otherwise indicated, capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein, including, without limitation, the following: (a) the Credit Documents
executed on or before the date hereof; and (b) such other public and corporate
documents and records as we deem necessary or appropriate in connection with
this opinion.

     As used herein, the expression "to our knowledge" means a concious
awareness of factual information by any current member of this firm who has been
actively involved with the legal work performed by this firm for the Credit
Parties or in the preparation of this opinion.

     In our examination, we have assumed the genuineness of all signatures
(other than as to any Credit Party), the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, facsimile or photostatic copies and the
authenticity of the originals of those latter documents.  As to questions of
fact not independently verified by us we have relied solely upon representations
and certificates of officers of each Credit Party, public officials and other
appropriate persons.

     Based upon and subject to the foregoing and to the qualifications stated
below, we are of the opinion that:

          1.   Each Credit Party (i) is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction of its
organization, and (ii) has the corporate power and corporate authority to own
its property and assets and to transact the business in which it is engaged and
presently proposes to engage.

          2.   Each Credit Party has the corporate power and corporate authority
to execute, deliver and perform the terms and provisions of each of the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of each of the Credit
Documents to which it is a party.  Each Credit Party has duly executed and
delivered each Credit Document to which it is a party.  Each Credit Document to
which any Credit Party is a party constitutes the legal, valid and binding
obligation of such Credit Party enforceable in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

          3.   The execution or delivery by any Credit Party of the Credit
Documents to which it is a party will not violate any provision of the articles
of incorporation or bylaws (or equivalent organizational documents) of such
Credit Party.

          4.   To our knowledge, there are no actions, suits or proceedings
pending or threatened (i) with respect to the Refinancing or any Credit
Document, (ii) with respect to any material Indebtedness of the Borrower or any
of its Subsidiaries or (iii) that are reasonably likely to materially and
adversely affect the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.  To our knowledge, there does not exist any
judgment, order, or injunction prohibiting or imposing material adverse
conditions upon the Refinancing or the making of Loans or the issuance of any
Letter of Credit or the performance by any Credit Party of their respective
obligations under the Credit Documents.

          5.   On the Effective Date the authorized capital stock of the
Borrower consists of 200,000,000 shares of common stock, $.001 par value per
share.  All outstanding shares of capital stock of the Borrower have been duly
and validly issued, are fully paid and non-assessable.  Neither the Borrower nor
any Subsidiary Guarantor has outstanding any securities convertible into or
exchangeable for capital stock or outstanding any rights to subscribe for or to
purchase, or any options for the purchase of, or any agreement providing for the
issuance (contingent or otherwise) of, or any calls, commitments of any
character relating to, capital stock, or any stock appreciation or similar
rights except for options or warrants to purchase the Borrower's common stock
which may be issued from time to time.

          6.   Each Credit Party is the record owner of all of the Stock and
Notes (as each such term is defined in the Pledge Agreement) listed on Annex A
and Annex B, respectively, to the Pledge Agreement.

     Our opinions above are subject to the following qualifications:

          (a)  Our opinion relating to validity, binding effect and
     enforceability set forth in Paragraph 2 above is subject to (i)
     Nebraska law restricting the right to collect attorneys fees from a
     defaulting party, (ii)  principles of equity which permit the exercise
     of judicial discretion (regardless of whether such enforceability is
     considered in a proceeding in equity or at law) and (iii) public
     policy considerations or statutory provisions which may limit a
     party's right to indemnification against liability for its own
     wrongful or negligent acts and to obtain certain remedies.  In
     applying principles of equity referred to in the preceding clause (ii)
     a court, among other things, may not strictly enforce certain
     covenants if it concludes that such enforcement would be unreasonable
     under the then existing circumstances; such principles of equity, as
     applied by a court, also might include a requirement that a creditor
     act reasonably and in good faith.

          (b)  We express no opinion as to the enforceability of provisions
     of any of the Credit Documents (i)  which purport to establish
     evidentiary standards, (ii) which involve disclaimers, liability
     limitations with respect to third parties, releases of legal or
     equitable defenses, liquidated damages, or waivers of notices, rights,
     or remedies, (iii) which impose penalties or forfeitures upon
     delinquency or the occurrence of a default, (iv) which involve ipso
     facto clauses pertaining to bankruptcy or insolvency of the parties to
     the Credit Agreement, or (vi) which involve a waiver of a claim of
     forum non conveniens.

          (c)  Certain remedial provisions of the Pledge Agreement may be
     unenforceable in whole or in part, but the inclusion of such
     provisions does not affect the validity of the Pledge Agreement;
     however, the unenforceability of such provisions may result in delays
     in the enforcement of certain rights and remedies under the Pledge
     Agreement (and we express no opinion as to the economic consequences,
     if any, of such delays).

          (d)  The enforceability of provisions in the Credit Documents to
     the effect that terms may not be waived or modified except in writing
     may be limited under certain circumstances.

     We are members of the Bar of the State of Nebraska, and we do not hold
ourselves out as being conversant with, and express no opinion as to, the laws
of any jurisdiction other than the State of Nebraska and, to the extent
applicable herein, the general corporate law of the State of Minnesota.  We have
assumed for the purposes of rendering the opinions set forth in the last
sentence of paragraph 2 above that the laws of the State of New York are
identical in all material respects to those of the State of Nebraska.

     This opinion is limited to the matters expressly set forth herein and no
opinion is implied or may be inferred beyond such matters.  We make no
undertaking to supplement this opinion if facts or circumstances come to our
attention or changes in the law occur after the date of this letter which could
affect this opinion.

     This opinion is rendered solely to the addressees and is solely for their
benefit and the benefit of their participants and assigns in connection with the
above-referenced transaction.  This opinion may not be relied upon for any other
purpose, or relied upon by any other person, firm or corporation for any
purpose, without our prior written consent.

                         Very truly yours,



                         Abrahams Kaslow & Cassman

<PAGE>
                                                                     EXHIBIT E-2
                                                                     ___________
                                        
                                        
                                  July 24, 1997



To the Agent, the Collateral Agent and each
of the Banks party to the Credit
Agreement referred to below


Ladies and Gentlemen:

     As corporate counsel for SITEL Corporation, a Minnesota corporation (the
"Borrower"), I have been requested to render this opinion in connection with the
execution and delivery of the Credit Agreement, dated as of July 24, 1997 (the
"Credit Agreement"), among the Borrower, the lenders party thereto (the
"Banks"), and Bankers Trust Company, as Agent (the "Agent"), and the
transactions contemplated thereby.  This opinion is delivered to you pursuant to
Section 5.03 of the Credit Agreement.  Unless otherwise indicated, capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement.

     In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of such documents as I
have deemed necessary or appropriate as a basis for the opinions set forth
herein, including, without limitation, the following: (a) the Credit Documents
executed on or before the date hereof; and (b) such other public and corporate
documents and records as I deem necessary or appropriate in connection with this
opinion.

     In my examination, I have assumed the genuineness of all signatures (other
than as to any Credit Party), the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies, and the authenticity of the originals of
such copies.  As to questions of fact not independently verified by me, I have
relied, to the extent I have deemed appropriate, upon representations and
certificates of officers of each Credit Party, public officials, and other
appropriate persons.

     Based upon and subject to the foregoing, I am of the opinion that:

     1.   Each Credit Party is duly qualified and is authorized to do business
and is in good standing in all jurisdictions where it is required to be so
qualified and where the failure to be so qualified could reasonably be expected
to have a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

     2.   Neither the execution, delivery or performance by any Credit Party of
the Credit Documents to which it is a party, nor compliance by them with the
terms and provisions thereof, nor the consummation by them of the transactions
contemplated therein, (i) will contravene any applicable provision of
Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System, or the Telephone Consumer Protection Act of 1991 or the rules and
regulations promulgated thereunder by the Federal Communications Commission, or
the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 or the
rules and regulations promulgated thereunder by the Federal Trade Commission, or
any provision of any law, statute, rule or regulation of the State of Nebraska
which in my experience would be applicable to a corporation conducting
activities of the nature being conducted by the Credit Parties, or any order,
writ, injunction or decree of any court or governmental instrumentality
pertaining to any Credit Party or (ii) will conflict or be inconsistent with or
result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, or (other than pursuant to the Pledge
Agreement) result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of any Credit Party
pursuant to the terms of any indenture, mortgage, deed of trust, credit
agreement, loan agreement, or any other material agreement, or instrument to
which such Credit Party is a party or by which it or any of its property or
assets are bound or to which it may be subject.

     3.   No order, consent, approval, license, authorization, or validation of,
or filing, recording or registration with, or exemption by, any governmental or
public body or authority, or any subdivision thereof (except as have been made
and obtained on or prior to the date hereof, and which remains in full force and
effect on the date hereof), is required to authorize, or is required in
connection with, (i) the execution, delivery and performance of any Credit
Document by any Credit Party or (ii) the legality, validity, binding effect or
enforceability of any such Credit Document against any Credit Party.

     4.   No Credit Party is an "investment company" or a company "controlled"
by an "investment company," within the meaning of the Investment Company Act of
1940, as amended.


     5.   No Credit Party is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

     6.   After giving effect to the delivery to the Collateral Agent of the
Pledged Stock with stock powers endorsed in blank attached thereto and Pledged
Notes and assuming the continued possession by the Collateral Agent of such
Pledged Stock and stock powers and Pledged Notes, the security interest created
in favor of the Collateral Agent under the Pledge Agreement constitutes a valid
and enforceable first perfected security interest in such Pledged Stock and
Pledged Notes (and the proceeds thereof) in favor of the Collateral Agent for
the benefit of the Secured Creditors, subject to no other security interest.  No
filings or recordings are required in order to perfect (or maintain the
perfection or priority of) the security interest in the Pledged Stock and
Pledged Notes created under the Pledge Agreement; provided, however, that the
perfection or priority of the security interest created in favor of the
Collateral Agent in proceeds may be limited or otherwise affected by the
provisions of Section 9-306(3) of the UCC.

          I am a member of the Bar of the State of Nebraska, and I do not hold
myself out as being conversant with, and express no opinion as to, the laws of
any jurisdiction other than those of the United States of America specified
herein and of the State of Nebraska and, to the extent applicable herein, the
general corporate law of the State of Minnesota.  I have assumed for the
purposes of rendering the opinions set forth in paragraphs 3 and 6 above that
the laws of the State of New York (to the extent applicable) are identical in
all material respects to those of the State of Nebraska.

          This opinion is being furnished only to the addressees and is solely
for their benefit and the benefit of their participants and assigns in
connection with the above-referenced transaction.  This opinion may not be
relied upon for any other purpose, or relied upon by any other person, firm or
corporation for any purpose, without my prior written consent.


Very truly yours,



                         James S. Vecchio
                         Corporate Counsel
                         SITEL Corporation
<PAGE>
                                                                       EXHIBIT F
                                                                       _________

                          FORM OF OFFICERS' CERTIFICATE
                          _____________________________


          I, the undersigned, [Chairman of the Board/Chief Executive
Officer/President/Vice President] of [Name of Credit Party] a corporation
organized and existing under the laws of the _____________________ (the
"Company"), do hereby certify on behalf of the Company that:

          1.   This Certificate is furnished pursuant to Section 5.04(a) of the
Credit Agreement, dated as of July 24, 1997, among [SITEL Corporation], [the
Company], the lenders from time to time party thereto, and Bankers Trust
Company, as Agent (such Credit Agreement, as in effect on the date of this
Certificate, being herein called the "Credit Agreement"). Unless otherwise
defined herein, capitalized terms used in this Certificate shall have the
meanings set forth in the Credit Agreement.

          2.   The following named individuals are elected officers of the
Company, each holds the office of the Company set forth opposite his name and
has held such office since _______ ____, 19___, or earlier.(F1) The signature
written opposite the name and title of each such officer is his genuine
signature.

        Name(F2)                    Office               Signature

     ______________                _________           _____________

     ______________                _________           _____________

     ______________                _________           _____________


          3.   Attached hereto as Exhibit "A" is a certified copy o the
[Certificate of Incorporation] [Articles of Incorporation] of the company, as
filed in the Office of _______________ on ________________, 19___, together with
all amendments thereto adopted through the date hereof.

          4.   Attached hereto as Exhibit "B" is a true and correct copy of the
By-Laws of the Company which were duly adopted on ___________________, 19___,
are in full force and effect on the date hereof, together with all amendments
thereto adopted through the date hereof.

          5.   Attached hereto as Exhibit "C" is a true and correct copy of
resolutions which were duly adopted on ____________, 19___ by unanimous written
consent of the Board of Directors of the Company, and said resolutions have not
been rescinded, amended or modified.  Except as attached hereto as Exhibit "C",
no resolutions have been adopted by the Board of Directors of the Company which
deal with the execution, delivery or performance of any of the Credit Documents
to which the Company is party.

          [6.  On the date hereof, all of the applicable conditions set forth in
Sections 5.06, 5.07, 5.08 and 6.02 of the Credit Agreement have been satisfied.

          7.   Attached hereto as Exhibit "D" are true and correct copies of all
Tax Sharing Agreements.

_____________________
<F1>Insert a date prior to the time of any corporate action relating to the
Credit Documents or related documentation.

<F2>Include name, office and signature of each officer who will sign any Credit
Document, including the officer who will sign the certification at the end of
this Certificate or related documentation.

<PAGE>
          8.   Attached hereto as Exhibit "E" are true and correct copies of all
Existing Indebtedness Agreements.](F3)

          [6.][9.]  On the date hereof, the representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date hereof, both before and
after giving effect to the incurrence of Loans on the date hereof and the
application of the proceeds thereof, unless stated to relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date.

          [7.][10.]  On the date hereof, no Default or Event of Default has
occurred and is continuing or would result from the Borrowing to occur on the
date hereof or from the application of the proceeds thereof.

          [8.][11.]  There is no proceeding for the dissolution or liquidation
of the Company or threatening its existence.

          IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
_______________, 1997.

                         [NAME OF CREDIT PARTY]


                         By:___________________________
                              Name:
                              Title:

_____________________
<F3>Insert only in Officers' Certificate of the Borrower

<PAGE>
I, undersigned, [Secretary/Assistant Secretary] of the Company, do hereby
certify on behalf of the Company that:

          1.   [Name of Person making above certifications] is the duly elected
and qualified [Chairman of the Board/President/Vice President] of the Company
and the signature above is his genuine signature.

          2.   The certifications made by [name of Person making above
certifications] on behalf of the Company in Items 2, 3, 4, 5, and [8][11] above
are true and correct.

          IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
______________, 1997.

                              [NAME OF CREDIT PARTY]


                              By:____________________________
                                   Name:
                                   Title:

<PAGE>
                                                                       EXHIBIT G
                                                                       _________




                            FORM OF PLEDGE AGREEMENT
                            ________________________



          PLEDGE AGREEMENT (as amended, modified or supplemented from time to
time, this "Agreement"), dated as of July 24, 1997, made by each of the
undersigned pledgors (each a "Pledgor" and, together with any other entity that
becomes a pledgor hereunder pursuant to Section 24 hereof, the "Pledgors") to
BANKERS TRUST COMPANY, as Collateral Agent (the "Pledgee"), for the benefit of
the Secured Creditors (as defined below).  Except as otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement (as defined
below) shall be used herein as therein defined.


                  W I T N E S S E T H :


          WHEREAS, SITEL Corporation (the "Borrower"), the lenders from time to
time party thereto (the "Banks"), First Bank National Association, as
Syndication Agent, First Union National Bank, as Documentation Agent, and
Bankers Trust Company, as Agent (together with any successor agent, the
"Agent"), have entered into a Credit Agreement, dated as of July 24, 1997 (as
amended, modified or supplemented from time to time, the "Credit Agreement"),
providing for the making of Loans to, and the issuance of Letters of Credit for
the account of, the Borrower as contemplated therein (the Banks, the Agent and
the Pledgee are herein called the "Bank Creditors");

          WHEREAS, the Borrower may at any time and from time to time enter into
one or more Interest Rate Protection Agreements or Other Hedging Agreements with
one or more Banks or any affiliate thereof (each such Bank or affiliate, even if
the respective Bank subsequently ceases to be a Bank under the Credit Agreement
for any reason, together with such Bank's or affiliate's successors and assigns,
if any, collectively, the "Other Creditors," and together with the Bank
Creditors, the "Secured Creditors");

          WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guarantied to the Secured Creditors the
payment when due of all Guaranteed Obligations as described therein;

          WHEREAS, it is a condition precedent to the Effective Date under the
Credit Agreement that each Pledgor shall have executed and delivered to the
Pledgee this Agreement; and

          WHEREAS, each Pledgor desires to enter into this Agreement in order to
satisfy the condition described in the preceding paragraph;


          NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Pledgor, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor hereby makes the following representations and
warranties to the Pledgee for the benefit of the Secured Creditors and hereby
covenants and agrees with the Pledgee for the benefit of the Secured Creditors
as follows:

          1.  SECURITY FOR OBLIGATIONS.  This Agreement is made by each Pledgor
for the benefit of the Secured Creditors to secure:

        (i)  the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations and indebtedness
     (including, without limitation, indemnities, Fees and interest thereon) of
     such Pledgor to the Bank Creditors, whether now existing or hereafter
     incurred under, arising out of, or in connection with the Credit Agreement
     and the other Credit Documents to which such Pledgor is a party (including,
     in the case of each Subsidiary Guarantor, all such obligations and
     indebtedness of such Subsidiary Guarantor under the Subsidiaries Guaranty)
     and the due performance and compliance by such Pledgor with all of the
     terms, conditions and agreements contained in the Credit Agreement and such
     other Credit Documents (all such obligations and liabilities under this
     clause (i), except to the extent consisting of obligations or indebtedness
     with respect to Interest Rate Protection Agreements or Other Hedging
     Agreements, being herein collectively called the "Credit Document
     Obligations");

        (ii)  the full and prompt payment when due (whether at the stated
     maturity, by acceleration or otherwise) of all obligations and liabilities
     owing by such Pledgor to the Other Creditors under, or with respect to
     (including by reason of such Pledgor's guaranty under the Subsidiaries
     Guaranty), any Interest Rate Protection Agreement or Other Hedging
     Agreement, whether such Interest Rate Protection Agreement or Other Hedging
     Agreement is now in existence or hereafter arising, and the due performance
     and compliance by such Pledgor with all of the terms, conditions and
     agreements contained therein (all such obligations and liabilities
     described in this clause (ii) being herein collectively called the "Other
     Obligations");

       (iii)  any and all sums advanced by the Pledgee in order to preserve the
     Collateral (as hereinafter defined) or preserve its security interest in
     the Collateral;

        (iv)  in the event of any proceeding for the collection or enforcement
     of any indebtedness, obligations, or liabilities of such Pledgor referred
     to in clauses (i), (ii) and (iii) above, after an Event of Default (which
     term to mean and include any Event of Default under, and as defined in, the
     Credit Agreement or any payment default by the Borrower under any Interest
     Rate Protection Agreement or Other Hedging Agreement and shall, in any
     event, include, without limitation, any payment default on any of the
     Obligations (as hereinafter defined) shall have occurred and be continuing,
     the reasonable expenses of retaking, holding, preparing for sale or lease,
     selling or otherwise disposing of or realizing on the Collateral, or of any
     exercise by the Pledgee of its rights hereunder, together with reasonable
     attorneys' fees and court costs; and

         (v)   all amounts paid by any Secured Creditor as to which such Secured
     Creditor has the right to reimbursement under Section 11 of this Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) of this Section 1 being herein collectively called the
"Obligations," it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.

          2.  DEFINITION OF STOCK, NOTES, PARTNERSHIP INTERESTS, MEMBERSHIP
INTERESTS, SECURITIES, ETC.  (a)  As used herein: (i) the term "Stock" shall
mean all of the issued and outstanding shares of capital stock of any Subsidiary
of any Pledgor at any time owned by any Pledgor and all certificates and
instruments evidencing the same; (ii) the term "Notes" shall mean all
Intercompany Notes from time to time issued to, or held by, any Pledgor; (iii)
the term "Partnership Interest" shall mean the entire partnership interest
whether general and/or limited at any time owned by any Pledgor in any
Subsidiary of such Pledgor (each such partnership, a "Pledged Partnership");
(iv) the term "Membership Interest" shall mean the entire limited liability
company membership interest at any time owned by any Pledgor in any Subsidiary
of such Pledgor (each such limited liability company, a "Pledged LLC", and
together with any Pledged Partnership, each, a "Pledged Entity"); and (v) the
term "Securities" shall mean all of the Stock, Notes, Partnership Interests and
Membership Interests; provided that, except as provided in the last sentence of
this Section 2, no Pledgor shall be required to pledge hereunder (and the terms
Stock, Partnership Interests, Membership Interests, Securities and Collateral
shall not include) more than 65% of the total combined voting power of all
classes of capital stock or other equity interests of any Foreign Subsidiary of
any Pledgor.  Each Pledgor represents and warrants, that on the date hereof, (A)
the Stock held by such Pledgor consists of the number and type of shares of the
stock of the corporations as described in Annex A hereto for such Pledgor, (B)
such Stock constitutes that percentage of the issued and outstanding capital
stock of the issuing corporation as is set forth in Annex A hereto, (C) the
Notes held by such Pledgor consist of the Intercompany Notes described in Annex
B hereto for such Pledgor, (D) such Pledgor is the holder of record and sole
beneficial owner of the Stock and the Notes held by such Pledgor and there
exists no options or preemptive rights in respect of the Stock, (E) the
Membership Interests held by such Pledgor constitute that percentage of the
entire limited liability company interests of the respective Pledged LLC as is
set forth on Annex C hereto, (F) the Partnership Interests held by such Pledgor
constitute that percentage of the entire partnership interest of the respective
Pledged Partnership as is set forth on Annex D hereto for such Pledgor and (G)
on the date hereof, such Pledgor owns or possesses no other Securities.  In the
circumstances and to the extent provided in Section 8.11 of the Credit
Agreement, the 65% limitation set forth above in this Section 2 and in Section
3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and
deliver to the Pledgee such of the Securities not therefore required to be
pledged hereunder.

          (b) All Stock at any time pledged or required to be pledged hereunder
is hereinafter called the "Pledged Stock;" all Notes at any time pledged or
required to be pledged hereunder are hereinafter called the "Pledged Notes;" all
Partnership Interests at any time pledged or required to be pledged hereunder
are hereinafter called the "Pledged Partnership Interests;" all Membership
Interests at any time pledged or required to be pledged hereunder are
hereinafter called the "Pledged Membership Interests;" all Pledged Stock,
Pledged Notes, Pledged Partnership Interests and Pledged Membership Interests
together are hereinafter called the "Pledged Securities;" and the Pledged
Securities, together with all proceeds thereof, including any securities and
moneys received and at the time held by the Pledgee hereunder, are hereinafter
called the "Collateral."

          3.  PLEDGE OF SECURITIES, ETC.

          3.1.  Pledge.  (a)  To secure the Obligations of such Pledgor and for
the purposes set forth in Section 1 hereof, each Pledgor hereby (i) grants to
the Pledgee a first priority continuing security interest in all of the
Collateral owned by such Pledgor, (ii) pledges and deposits as security with the
Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers
to the Pledgee certificates or instruments therefor (in the case of certificated
Securities), duly endorsed in blank by such Pledgor in the case of Notes and
accompanied by undated stock or other powers duly executed in blank by such
Pledgor (and accompanied by any transfer tax stamps required in connection with
the pledge of such Securities) in the case of other certificated Securities, or
such other instruments of transfer as are reasonably acceptable to the Pledgee,
(iii) assigns, transfers, hypothecates mortgages, charges and sets over to the
Pledgee all of such Pledgor's right, title and interest in and to such Secu
rities (and in and to all certificates or instruments evidencing such
Securities), to be held by the Pledgee upon the terms and conditions set forth
in this Agreement and (iv) transfers and assigns to the Pledgee all of such
Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and
interest in each Pledged Partnership and (y) Membership Interests and all of
such Pledgor's right, title and interest in each Pledged LLC, in each case
including, without limitation:

        (i)  all of the capital thereof and its interest in all profits, income,
     surplus, losses, Partnership Assets (as defined below), LLC Assets (as
     defined below) and other distributions to which such Pledgor shall at any
     time be entitled in respect of any such Collateral;

       (ii)  all other payments due or to become due to such Pledgor in respect
     of any such Collateral, whether under any partnership agreement, limited
     liability company agreement or otherwise, whether as contractual
     obligations, damages, insurance proceeds or otherwise;

      (iii)  all of its claims, rights, powers, privileges, authority, options,
     security interest, liens and remedies, if any, under any partnership
     agreement, limited liability company agreement or other agreement or at law
     or otherwise in respect of any such Collateral;

       (iv)  all present and future claims, if any, of such Pledgor against any
     Pledged Partnership or any Pledged LLC for moneys loaned or advanced, for
     services rendered or otherwise;

        (v)  all of such Pledgor's rights under any partnership agreement,
     limited liability company agreement or at law to exercise and enforce every
     right, power, remedy, authority, option and privilege of such Pledgor
     relating to any Partnership Interest or Membership Interest, including any
     power, if any, to terminate, cancel or modify any general or limited
     partnership agreement or any limited liability company agreement, to
     execute any instruments and to take any and all other action on behalf of
     and in the name of such Pledgor in respect of such Partnership Interest or
     Membership Interest and any Pledged Entity to make determinations, to
     exercise any election (including, but not limited to, election of remedies)
     or option or to give or receive any notice, consent, amendment, waiver or
     approval, together with full power and authority to demand, receive,
     enforce, collect, or receipt for any of the foregoing or for any
     Partnership Asset or LLC Asset, to enforce or execute any checks, or other
     instruments or orders, to file any claims and to take any action in
     connection with any of the foregoing;

       (vi)  all other property hereafter delivered in substitution for or in
     addition to any of the foregoing, all certificates and instruments
     representing or evidencing such other property and all cash, securities,
     interest, dividends, distributions, rights and other property at any time
     and from time to time received, receivable or otherwise distributed in
     respect of or in exchange for any or all thereof; and

      (vii)  to the extent not otherwise included, all proceeds of any or all of
     the foregoing.

          (b)  As used herein, the term "Partnership Assets" and "LLC Assets"
shall mean, respectively, all assets, whether tangible or intangible and whether
real, personal or mixed (including, without limitation, all partnership and
limited liability company capital and interests in other partnerships and
limited liability companies), at any time owned by any Pledged Partnership or
Pledged LLC or represented by any Partnership Interest or Membership Interest.

          3.2.  SUBSEQUENTLY ACQUIRED SECURITIES.  If any Pledgor shall acquire
(by purchase, stock dividend, distribution or otherwise) any additional
Securities at any time or from time to time after the date hereof, such Pledgor
will promptly thereafter pledge and deposit such Securities (or certificates or
instruments representing such Securities) as security with the Pledgee and
deliver to the Pledgee certificates or instruments therefor, duly endorsed in
blank, in the case of Notes, and accompanied by undated stock or other powers
duly executed in blank by such Pledgor, in the case of other Securities, and
will promptly thereafter deliver to the Pledgee a certificate executed by a
principal executive officer of such Pledgor describing such Securities and certi
fying that the same has been duly pledged with the Pledgee hereunder.  No
Pledgor shall be required at any time to pledge hereunder any Securities which
represents more than 65% of the total combined voting power of all classes of
capital stock or other equity interests of any Foreign Subsidiary entitled to
vote except to the extent provided in the last sentence of Section 2(a) of this
Agreement.

          3.3.  UNCERTIFICATED SECURITIES AND PARTNERSHIP INTERESTS.
Notwithstanding anything to the contrary contained in Sections 3.1 and 3.2
hereof, if any Securities (whether now owned or hereafter acquired) are
uncertificated securities, the relevant Pledgor shall promptly notify the
Pledgee thereof, and shall promptly take all actions required to perfect the
security interest of the Pledgee under applicable law (including, in any event,
under Sections 8-313 and 8-321 of the New York Uniform Commercial Code, if appli
cable).  Each Pledgor further agrees to take such actions as the Pledgee deems
necessary or desirable to effect the foregoing and to permit the Pledgee to
exercise any of its rights and remedies hereunder, and agrees to provide an
opinion of counsel reasonably satisfactory to the Pledgee with respect to any
such pledge of uncertificated Securities promptly upon the request of the
Pledgee.

          4.  APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.  The Pledgee shall
have the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Pledged Securities, which may be held (in the discre
tion of the Pledgee) in the name of the relevant Pledgor, endorsed or assigned
in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or
a sub-agent appointed by the Pledgee.

          5.  VOTING, ETC., WHILE NO EVENT OF DEFAULT.  Unless and until there
shall have occurred and be continuing an Event of Default, each Pledgor shall be
entitled to exercise any and all voting, consent, administration, management and
other rights and remedies pertaining to the Pledged Securities owned by it, and
to give consents, waivers or ratifications in respect thereof; PROVIDED, that no
vote shall be cast or any consent, waiver or ratification given or any action
taken or omitted to be taken which would violate or be inconsistent with any of
the terms of this Agreement, the Credit Agreement, any other Credit Document or
any Interest Rate Protection Agreement or Other Hedging Agreement (collectively,
the "Secured Debt Agreements"), or which would have the effect of impairing the
value of the Collateral or any part thereof or the position or interests of the
Pledgee or any other Secured Creditor in the Collateral.  All such rights of
each Pledgor to vote and to give consents, waivers and ratifications shall cease
in case an Event of Default has occurred and is continuing, and Section 7 hereof
shall become applicable.

          6.  DIVIDENDS AND OTHER DISTRIBUTIONS.  Unless and until there shall
have occurred and be continuing an Event of Default, (i) all cash dividends and
distributions payable in respect of the Pledged Stock and all payments in
respect of the Pledged Notes shall be paid to the respective Pledgor and (ii)
all cash distributions and other amounts payable in respect of the Pledged
Partnership Interests and Pledged Membership Interests shall be paid to the
respective Pledgor.  The Pledgee shall be entitled to receive directly, and to
retain as part of the Collateral:

        (i)  all other or additional stock or other securities or property
     (other than cash) paid or distributed by way of dividend, distribution or
     otherwise in respect of the Collateral;

       (ii)  all other or additional stock or other securities or property paid
     or distributed in respect of the Collateral by way of merger,
     consolidation, conveyance of assets, liquidation, exchange of stock, stock-
     split, spin-off, split-up, reclassification, combination of shares or
     similar rearrangement; and

      (iii)  all other property (other than cash) paid or distributed by way of
     dividend or distribution in respect of the Collateral.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in accordance
with Section 3 of this Agreement.  All dividends, distributions, proceeds or
other payments which are received by any Pledgor contrary to the provisions of
this Section 6 and Section 7 hereof shall be received in trust for the benefit
of the Pledgee, shall be segregated from other property or funds of such Pledgor
and shall be forthwith paid over to the Pledgee as Collateral in the same form
as so received (with any necessary endorsement).

           7.  REMEDIES IN CASE OF DEFAULT OR EVENT OF DEFAULT.  If there shall
have occurred and be continuing an Event of Default, then and in every such
case, the Pledgee shall be entitled to exercise all of the rights, powers and
remedies (whether vested in it by this Agreement, any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in respect
of the Collateral, and the Pledgee shall be entitled to exercise all the rights
and remedies of a secured party under the Uniform Commercial Code and also shall
be entitled, without limitation, to exercise the following rights, which each
Pledgor hereby agrees to be commercially reasonable:

           (a)  to receive all amounts payable in respect of the Collateral
     otherwise payable under Section 6 hereof to the respective Pledgor;

           (b)  to transfer all or any part of the Collateral into the Pledgee's
     name or the name of its nominee or nominees;

           (c)  to accelerate any Pledged Note which may be accelerated in
     accordance with its terms, and take any other lawful action to collect upon
     any Pledged Note (including, without limitation, to make any demand for
     payment thereon);

           (d)  to vote all or any part of the Pledged Securities (whether or
     not transferred into the name of the Pledgee) and give all consents,
     waivers and ratifications in respect of the Collateral and otherwise act
     with respect thereto as though it were the outright owner thereof (each
     Pledgor hereby irrevocably constituting and appointing the Pledgee the
     proxy and attorney-in-fact of such Pledgor, with full power of substitution
     to do so); and

           (e)  at any time and from time to time to sell, assign and deliver,
     or grant options to purchase, all or any part of the Collateral, or any
     interest therein, at any public or private sale, without demand of per
     formance, advertisement or notice of intention to sell or of the time or
     place of sale or adjournment thereof or to redeem or otherwise (all of
     which are hereby waived by each Pledgor), for cash, on credit or for other
     property, for immediate or future delivery without any assumption of credit
     risk, and for such price or prices and on such terms as the Pledgee in its
     absolute discretion may determine, PROVIDED that at least 10 days' written
     notice of the time and place of any such sale shall be given to the
     respective Pledgor.  The Pledgee shall not be obligated to make any such
     sale of Collateral regardless of whether any such notice of sale has
     theretofore been given.  Each Pledgor hereby waives and releases to the
     fullest extent permitted by law any right or equity of redemption with
     respect to the Collateral, whether before or after sale hereunder, and all
     rights, if any, of marshalling the Collateral and any other security for
     the Obligations or otherwise.  At any such sale, unless prohibited by
     applicable law, the Pledgee on behalf of the Secured Creditors may bid for
     and purchase all or any part of the Collateral so sold free from any such
     right or equity of redemption.  Neither the Pledgee nor any other Secured
     Creditor shall be liable for failure to collect or realize upon any or all
     of the Collateral or for any delay in so doing nor shall any of them be
     under any obligation to take any action whatsoever with regard thereto.

           8.  REMEDIES, ETC., CUMULATIVE.  Each and every right, power and
remedy of the Pledgee provided for in this Agreement or in any other Secured
Debt Agreement, or now or hereafter existing at law or in equity or by statute
shall be cumulative and concurrent and shall be in addition to every other such
right, power or remedy.  The exercise or beginning of the exercise by the
Pledgee or any other Secured Creditor of any one or more of the rights, powers
or remedies provided for in this Agreement or any other Secured Debt Agreement
or now or hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by the Pledgee or any
other Secured Creditor of all such other rights, powers or remedies, and no
failure or delay on the part of the Pledgee or any other Secured Creditor to
exercise any such right, power or remedy shall operate as a waiver thereof.  No
notice to or demand on any Pledgor in any case shall entitle it to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Pledgee or any other Secured Creditor to any
other or further action in any circumstances without notice or demand.  The
Secured Creditors agree that this Agreement may be enforced only by the action
of the Agent or the Pledgee, in each case acting upon the instructions of the
Required Banks (or, after the date on which all Credit Document Obligations have
been paid in full, the holders of at least the majority of the outstanding Other
Obligations) and that no other Secured Creditor shall have any right
individually to seek to enforce or to enforce this Agreement or to realize upon
the security to be granted hereby, it being understood and agreed that such
rights and remedies may be exercised by the Agent or the Pledgee or the holders
of at least a majority of the outstanding Other Obligations, as the case may be,
for the benefit of the Secured Creditors upon the terms of this Agreement.

          9.  APPLICATION OF PROCEEDS.  (a)  All moneys or other proceeds col
lected by the Pledgee upon any sale or other disposition of the Collateral
pursuant to the terms of this Agreement, together with all other moneys or other
proceeds received by the Pledgee hereunder, shall be applied to the payment of
the Obligations as follows:

        (i)  first, to the payment of all Obligations owing to the Pledgee of
     the type described in clauses (iii) and (iv) of Section 1 of this
     Agreement;

       (ii)  second, to the extent moneys or other proceeds remain after the
     application pursuant to the preceding clause (i), an amount equal to the
     outstanding Primary Obligations (as hereinafter defined) shall be paid to
     the Secured Creditors as provided in Section 9(e) hereof, with each Secured
     Creditor receiving an amount equal to its outstanding Primary Obligations
     or, if the moneys or other proceeds are insufficient to pay in full all
     such Primary Obligations, its Pro Rata Share (as hereinafter defined) of
     the amount remaining to be distributed;

      (iii)  third, to the extent moneys or other proceeds remain after the
     application pursuant to the preceding clauses (i) and (ii), an amount equal
     to the outstanding Secondary Obligations (as hereinafter defined) shall be
     paid to the Secured Creditors as provided in Section 9(e) hereof, with each
     Secured Creditor receiving an amount equal to its outstanding Secondary
     Obligations or, if the moneys or proceeds are insufficient to pay in full
     all such Secondary Obligations, its Pro Rata Share of the amount remaining
     to be distributed; and

       (iv)  fourth, to the extent moneys or proceeds remain after the
     application pursuant to the preceding clauses (i) through (iii), inclusive,
     and following the termination of this Agreement pursuant to Section 19(a)
     hereof, to the relevant Pledgor or to whomever may be lawfully entitled to
     receive such surplus.

          (b)  For purposes of this Agreement (x) "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid amount of such Secured Creditor's Primary Obligations
or Secondary Obligations, as the case may be, and the denominator of which is
the then outstanding amount of all Primary Obligations or Secondary Obligations,
as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the
Credit Document Obligations, all principal of, and interest on, all Loans under
the Credit Agreement, all Unpaid Drawings theretofore made (together with all
interest accrued thereon), the aggregate Stated Amounts of all Letters of Credit
issued (or deemed issued) under the Credit Agreement, and all Fees and (ii) in
the case of the Other Obligations, all amounts due under the Interest Rate
Protection or Other Hedging Agreements (other than indemnities, reasonable fees
(including, without limitation, reasonable attorneys' fees) and similar
obligations and liabilities) and (z) "Secondary Obligations" shall mean all
Obligations other than Primary Obligations.

          (c)  When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under this
Section 9 only) (i) first, to their Primary Obligations and (ii) second, to
their Secondary Obligations.  If any payment to any Secured Creditor of its Pro
Rata Share of any distribution would result in overpayment to such Secured
Creditor, such excess amount shall instead be distributed in respect of the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of the
other Secured Creditors, with each Secured Creditor whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to receive
an amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of such Secured Creditor and the denominator of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.

          (d)  Each of the Secured Creditors agrees and acknowledges that if the
Bank Creditors are to receive a distribution on account of undrawn amounts with
respect to Letters of Credit issued (or deemed issued) under the Credit
Agreement (which shall only occur after all outstanding Loans and Unpaid
Drawings with respect to such Letters of Credit have been paid in full), such
amounts shall be paid to the Agent under the Credit Agreement and held by it,
for the equal and ratable benefit of the Bank Creditors, as cash security for
the repayment of Obligations owing to the Bank Creditors as such.  If any
amounts are held as cash security pursuant to the immediately preceding
sentence, then upon the termination of all outstanding Letters of Credit, and
after the application of all such cash security to the repayment of all
Obligations owing to the Bank Creditors after giving effect to the termination
of all such Letters of Credit, if there remains any excess cash, such excess
cash shall be returned by the Agent to the Pledgee for distribution in
accordance with Section 9(a) hereof.

          (e)  Except as set forth in Section 9(d) hereof, all payments required
to be made hereunder shall be made (x) if to the Bank Creditors, to the Agent
under the Credit Agreement for the account of the Bank Creditors and (y) if to
the Other Creditors, to the trustee, paying agent or other similar
representative (each, a "Representative") for the Other Creditors or, in the ab
sence of such a Representative, directly to the Other Creditors.

          (f)  For purposes of applying payments received in accordance with
this Section 9, the Pledgee shall be entitled to rely upon (i) the Agent under
the Credit Agreement, (ii) the Representative for the Other Creditors or, in the
absence of such a Representative, upon the Other Creditors for a determination
(which the Agent, each Representative for any Secured Creditor and the Secured
Creditors agree (or shall agree) to provide upon request of the Pledgee), of the
outstanding Primary Obligations and Secondary Obligations owed to the Bank
Creditors or the Other Creditors, as the case may be.  Unless it has actual
knowledge (including by way of written notice from a Bank Creditor or an Other
Creditor) to the contrary, the Agent and each Representative, in furnishing
information pursuant to the preceding sentence, and the Pledgee, in acting
hereunder, shall be entitled to assume that no Secondary Obligations are
outstanding.  Unless it has actual knowledge (including by way of written notice
from an Other Creditor) to the contrary, the Pledgee, in acting hereunder, shall
be entitled to assume that no Interest Rate Protection Agreements or Other
Hedging Agreements are in existence.

          (g)  It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency between the amount
of the proceeds of the Collateral hereunder and the aggregate amount of the
Obligations.

          10.  PURCHASERS OF COLLATERAL.  Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

          11.  INDEMNITY.  Each Pledgor jointly and severally agrees (i) to
indemnify and hold harmless the Pledgee and each other Secured Creditor and
their respective successors, assigns, employees, agents and servants
(individually an "Indemnitee," and collectively the "Indemnitees") from and
against any and all claims, demands, losses, judgments and liabilities (in
cluding liabilities for penalties) of whatsoever kind or nature, and (ii) to
reimburse each Indemnitee for all costs and expenses, including reasonable attor
neys' fees, in each case growing out of or resulting from this Agreement or the
exercise by any Indemnitee of any right or remedy granted to it hereunder or
under any other Secured Debt Agreement (but excluding any claims, demands,
losses, judgments and liabilities or expenses to the extent incurred by reason
of gross negligence or willful misconduct of such Indemnitee).  In no event
shall any Indemnitee be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies actually received by it in accordance
with the terms hereof.  If and to the extent that the obligations of any Pledgor
under this Section 11 are unenforceable  for any reason, such Pledgor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.  The indemnity
obligations of each Pledgor contained in this Section 11 shall continue in full
force and effect notwithstanding the full payment of all the Notes issued under
the Credit Agreement, the termination of all Interest Rate Protection Agreements
or Other Hedging Agreements and Letters of Credit and the payment of all other
Obligations and notwithstanding the discharge thereof.

          12.  PLEDGEE NOT BOUND.  (a)  Nothing herein shall be construed to
make the Pledgee or any other Secured Creditor liable as a general partner or
limited partner of any Pledged Partnership or as a member of any Pledged LLC and
the Pledgee or any other Secured Creditor by virtue of this Agreement or
otherwise (except as referred to in the following sentence) shall not have any
of the duties, obligations or liabilities of a general partner or limited
partner of any Pledged Partnership or of a member of any Pledged LLC.  The
parties hereto expressly agree that, unless the Pledgee shall become the
absolute owner of a Pledged Partnership Interest or a Pledged Membership
Interest pursuant hereto, this Agreement shall not be construed as creating a
partnership or joint venture among the Pledgee, any other Secured Creditor
and/or any Pledgor.

          (b)  Except as provided in the last sentence of paragraph (a) of this
Section, the Pledgee, by accepting this Agreement, did not intend to become a
general partner or limited partner of any Pledged Partnership or of a member of
any Pledged LLC or otherwise be deemed to be a co-venturer with respect to any
Pledgor or any Pledged Partnership or any Pledged LLC either before or after an
Event of Default shall have occurred.  The Pledgee shall have only those powers
set forth herein and shall assume none of the duties, obligations or liabilities
of a general partner or limited partner of any Pledged Partnership or of a
member of any Pledged LLC or of any Pledgor.

          (c)  The Pledgee shall not be obligated to perform or discharge any
obligation of any Pledgor as a result of the collateral assignment hereby
effected.

          (d)  The acceptance by the Pledgee of this Agreement, with all the
rights, powers, privileges and authority so created, shall not at any time or in
any event obligate the Pledgee to appear in or defend any action or proceeding
relating to the Collateral to which it is not a party, or to take any action
hereunder or thereunder, or to expend any money or incur any expenses or perform
or discharge any obligation, duty or liability under the Collateral.

          13.  FURTHER ASSURANCES; POWER-OF-ATTORNEY.  (a)  Each Pledgor agrees
that it will join with the Pledgee in executing and, at such Pledgor's own
expense, file and refile under the Uniform Commercial Code or other applicable
law such financing statements, continuation statements and other documents in
such offices as the Pledgee may deem necessary or appropriate and wherever
required or permitted by law in order to perfect and preserve the Pledgee's
security interest in the Collateral and hereby authorizes the Pledgee to file
financing statements and amendments thereto relative to all or any part of the
Collateral without the signature of such Pledgor where permitted by law, and
agrees to do such further acts and things and to execute and deliver to the
Pledgee such additional conveyances, assignments, agreements and instruments as
the Pledgee may reasonably require or deem necessary to carry into effect the
purposes of this Agreement or to further assure and confirm unto the Pledgee its
rights, powers and remedies hereunder.

          (b)  Each Pledgor hereby appoints the Pledgee such Pledgor's attorney-
in-fact, with full authority in the place and stead of such Pledgor and in the
name of such Pledgor or otherwise, to act from time to time solely after the
occurrence and during the continuance of an Event of Default in the Pledgee's
discretion to take any action and to execute any instrument which the Pledgee
may deem necessary or advisable to accomplish the purposes of this Agreement.

          14.  THE PLEDGEE AS COLLATERAL AGENT.  The Pledgee will hold in
accordance with this Agreement all items of the Collateral at any time received
under this Agreement.  It is expressly understood and agreed by each Secured
Creditor that by accepting the benefits of this Agreement each such Secured
Creditor acknowledges and agrees that the obligations of the Pledgee as holder
of the Collateral and interests therein and with respect to the disposition
thereof, and otherwise under this Agreement, are only those expressly set forth
in this Agreement.  The Pledgee shall act hereunder on the terms and conditions
set forth herein and in Section 12 of the Credit Agreement.

          15.  TRANSFER BY THE PLEDGORS.  No Pledgor will sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein (except as may be permit
ted in accordance with the terms of the Credit Agreement).

          16.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.  Each
Pledgor represents, warrants and covenants that (i) it is the legal, record and
beneficial owner of and has good and marketable title to all Pledged Securities
pledged by it hereunder, subject to no Lien (except the Lien created by this
Agreement); (ii) it has full power, authority and legal right to pledge all the
Pledged Securities pledged by it pursuant to this Agreement; (iii) this
Agreement has been duly authorized, executed and delivered by such Pledgor and
constitutes a legal, valid and binding obligation of such Pledgor enforceable in
accordance with its terms except to the extent that the enforceability hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law);
(iv) except as have been obtained by the Pledgors as of the date hereof and
which remain in full force and effect on the date hereof, no consent of any
other party (including, without limitation, any stockholder, member, partner or
creditor of such Pledgor or any of its Subsidiaries or any Pledged Entity) and
no consent, license, permit, approval or authorization of, exemption by, notice
or report to, or registration, filing or declaration with, any governmental
authority is required to be obtained by such Pledgor in connection with the
execution, delivery or performance of this Agreement, the validity or enforce
ability of this Agreement, the perfection or enforceability of the Pledgee's
security interest in the Collateral or, except for compliance with or as may be
required by applicable securities laws, the exercise by the Pledgee of any of
its rights or remedies provided herein; (v) the execution, delivery and
performance of this Agreement by such Pledgor will not violate any provision of
any applicable law or regulation or of any order, judgment, writ, award or
decree of any court, arbitrator or governmental authority, domestic or foreign,
applicable to such Pledgor, or of the certificate or articles of incorporation
or by-laws (or equivalent organizational documents) of such Pledgor or of any
securities issued by such Pledgor or any of its Subsidiaries, or of any
mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or
other material contract, agreement or instrument or undertaking to which such
Pledgor or any of its Subsidiaries is a party or which purports to be binding
upon such Pledgor or any of its Subsidiaries or upon any of their respective
assets and will not result in the creation or imposition of (or the obligation
to create or impose) any lien or encumbrance on any of the assets of such
Pledgor or any of its Subsidiaries except as contemplated by this Agreement;
(vi) all the shares of Stock have been duly and validly issued, are fully paid
and non-assessable and are subject to no options to purchase or similar rights;
(vii) each of the Pledged Notes constitutes, or when executed by the obligor
thereof will constitute, the legal, valid and binding obligation of such
obligor, enforceable in accordance with its terms except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law); (viii) the pledge, assignment and delivery to the Pledgee
of the Securities (other than uncertificated securities) pursuant to this
Agreement creates a valid and perfected first priority Lien in the Securities,
and the proceeds thereof, subject to no other Lien or to any agreement
purporting to grant to any third party a Lien on the property or assets of the
Pledgor which would include the Securities; (ix) each Pledged Partnership
Interest and Pledged Membership Interest has been validly acquired and is fully
paid for (to the extent applicable) and is duly and validly pledged hereunder;
(x) each general or limited partnership agreement and limited liability company
agreement delivered to the Pledgee in respect of any Pledged Entity is an
original signed counterpart (or a copy thereof) of the complete and entire such
agreement in effect on the date hereof; (xi) each partnership agreement and
limited liability company agreement in respect of any Pledged Entity is the
legal, valid and binding obligation of each Pledgor, and to each Pledgor's
knowledge, the other parties thereto, enforceable in accordance with its terms
and, together with this Agreement, contains the entire agreement between the
Pledgors relating to the subject matter thereof; (xii) no Pledgor is in default
in the payment of any portion of any mandatory capital contribution, if any,
required to be made under any general or limited partnership agreement or
limited liability company agreement in respect of any Pledged Entity to which
such Pledgor is a party, and no Pledgor is in violation of any other material
provisions of any such partnership agreement or limited liability company
agreement to which such Pledgor is a party, or otherwise in default or violation
thereunder; (xiii) no Pledged Partnership Interest or Pledged Membership
Interest is subject to any defense, offset or counterclaim, nor have any of the
foregoing been asserted or alleged against such Pledgor by any Person with
respect thereto; (xiv) the pledge and assignment of the Pledged Partnership
Interests and Pledged Membership Interests pursuant to this Agreement, together
with the relevant filings or recordings under the UCC (which filings and
recordings have been or will be made), creates a valid, perfected and continuing
first priority security interest in such Partnership Interests and Membership
Interests and the proceeds thereof, subject to no prior lien or encumbrance or
to any agreement purporting to grant to any third party a lien or encumbrance on
the property or assets of such Pledgor which would include the Collateral; (xv)
there are no currently effective financing statements under the UCC covering any
property which is now or hereafter may be included in the Collateral and such
Pledgor will not, without the prior written consent of the Pledgee, execute and,
until the Termination Date (as hereinafter defined), there will not ever be on
file in any public office any enforceable financing statement or statements
covering any or all of the Collateral, except financing statements filed or to
be filed in favor of the Pledgee as secured party; (xvi) each Pledgor shall give
the Pledgee prompt notice of any written claim it receives relating to the
Collateral; (xvii) each Pledgor shall deliver to the Pledgee a copy of each
other demand, notice or document received by it which may adversely affect the
Pledgee's interest in the Collateral promptly upon, but in any event within 10
days after, such Pledgor's receipt thereof; (xviii) no Pledgor shall withdraw as
a partner of any Pledged Partnership or member of any Pledged LLC, or file or
pursue or take any action which may, directly or indirectly, cause a dissolution
or liquidation of or with respect to any Pledged Entity or seek a partition of
any property of any Pledged Entity, except as permitted by the Credit Agreement;
(xix) a notice in the form set forth in Annex E attached hereto and by this
reference made a part hereof (such notice the "Pledge Notice"), appropriately
completed, notifying each Pledged Entity of the existence of this Agreement and
a certified copy of this Agreement have been delivered by each Pledgor to the
relevant Pledged Entity, and each such Pledgor has received and delivered to the
Collateral Agent an acknowledgment in the form set forth in Annex F attached
hereto (such acknowledgement, the "Pledge Acknowledgement"), duly executed by
the relevant Pledged Entity; (xx) the chief executive office and principal place
of business of such Pledgor and the sole location where the records of such
Pledgor with respect to any Pledged Partnership Interests and Pledged Membership
Interests are kept are located at the address set forth for such Pledgor on
Annex G hereto, and such Pledgor shall not move its chief executive office,
principal place of business, or location of records unless (x) it shall have
given to the Pledgee written notice thereof no later than 60 days thereafter,
clearly describing such new location and providing such other information in
connection therewith as the Pledgee may reasonably request and (y) with respect
to such new location, it shall have taken all action, reasonably satisfactory to
the Pledgee, to maintain the security interest of the Pledgee in the Collateral
intended to be granted hereby at all times fully perfected and in full force and
effect; (xxi) such Pledgor shall not change its legal name as set forth on the
signature pages hereto or assume or operate in any jurisdiction under any trade,
fictitious or other name unless (x) it shall have given to the Pledgee written
notice thereof no later than 60 days thereafter, clearly describing such new
name and the jurisdictions in which such new name shall be used and providing
such other information in connection therewith as the Pledgee may reasonably
request and (y) with respect to such new name, it shall have taken all action,
reasonably satisfactory to the Pledgee, to maintain the security interest of the
Pledgee in the Collateral intended to be granted hereby at all times fully
perfected and in full force and effect; and (xxii) all filings, registrations
and recordings necessary or appropriate to create, preserve, protect and perfect
the security interest granted by such Pledgor to the Pledgee hereby in respect
of the Collateral have been accomplished and the security interest granted to
the Pledgee pursuant to this Agreement in and to the Collateral constitutes a
perfected security interest therein prior to the rights of all other Persons
therein and subject to no other Liens and is entitled to all the rights, prior
ities and benefits afforded by the Uniform Commercial Code or other relevant law
as enacted in any relevant jurisdiction to perfected security interests.  Each
Pledgor covenants and agrees that it will defend the Pledgee's right, title and
security interest in and to the Collateral against the claims and demands of all
persons whomsoever; and such Pledgor covenants and agrees that it will have like
title to and right to pledge any other property at any time hereafter pledged to
the Pledgee as Collateral hereunder and will likewise defend the right thereto
and security interest therein of the Pledgee and the other Secured Creditors.

          17.  PLEDGORS' OBLIGATIONS ABSOLUTE, ETC.  The obligations of each
Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation:  (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from any Secured Debt Agreement or any other instrument or agreement referred to
therein, or any assignment or transfer of any thereof; (ii)  any waiver,
consent, extension, indulgence or other action or inaction under or in respect
of any such agreement or instrument including, without limitation, this
Agreement; (iii)  any furnishing of any additional security to the Pledgee or
its assignee or any acceptance thereof or any release of any security by the
Pledgee or its assignee; (iv) any limitation on any party's liability or
obligations under any such instrument or agreement or any invalidity or unen
forceability, in whole or in part, of any such instrument or agreement or any
term thereof; or (v) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to any
Pledgor or any Subsidiary of any Pledgor, or any action taken with respect to
this Agreement by any trustee or receiver, or by any court, in any such
proceeding, whether or not such Pledgor shall have notice or knowledge of any of
the foregoing.

          18.  REGISTRATION, ETC.  (a)  If there shall have occurred and be con
tinuing an Event of Default then, and in every such case, upon receipt by any
Pledgor from the Pledgee of a written request or requests that such Pledgor
cause any registration, qualification or compliance under any Federal or state
securities law or laws to be effected with respect to all or any part of the
Pledged Securities, such Pledgor as soon as practicable and at its expense will
cause such registration to be effected (and be kept effective) and will cause
such qualification and compliance to be declared effected (and be kept ef
fective) as may be so requested and as would permit or facilitate the sale and
distribution of such Pledged Securities, including, without limitation, registra
tion under the Securities Act of 1933, as then in effect (or any similar statute
then in effect), appropriate qualifications under applicable blue sky or other
state securities laws and appropriate compliance with any other government
requirements, PROVIDED, that the Pledgee shall furnish to such Pledgor such
information regarding the Pledgee as such Pledgor may reasonably request in
writing and as shall be required in connection with any such registration, quali
fication or compliance.  Such Pledgor will cause the Pledgee to be kept advised
in writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to the Pledgee such
number of prospectuses, offering circulars or other documents incident thereto
as the Pledgee from time to time may reasonably request, and will indemnify the
Pledgee, each other Secured Creditor and all others participating in the
distribution of such Pledged Securities against all claims, losses, damages and
liabilities caused by any untrue statement (or alleged untrue statement) of a
material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing to such
Pledgor by the Pledgee or such other Secured Creditor expressly for use therein.

          (b)  If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Pledged Securities pursuant to Section 7
hereof, and such Pledged Securities or the part thereof to be sold shall not,
for any reason whatsoever, be effectively registered under the Securities Act of
1933, as then in effect, the Pledgee may, in its sole and absolute discretion,
sell such Pledged Securities or part thereof by private sale in such manner and
under such circumstances as the Pledgee may deem necessary or advisable in order
that such sale may legally be effected without such registration.  Without
limiting the generality of the foregoing, in any such event the Pledgee, in its
sole and absolute discretion (i) may proceed to make such private sale
notwithstanding that a registration statement for the purpose of registering
such Pledged Securities or part thereof shall have been filed under such
Securities Act, (ii) may approach and negotiate with a single possible purchaser
to effect such sale, and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for
investment, and not with a view to the distribution or sale of such Pledged
Securities or part thereof.  In the event of any such sale, the Pledgee shall
incur no responsibility or liability for selling all or any part of the Pledged
Securities at a price which the Pledgee, in its sole and absolute discretion, in
good faith deems reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale were
deferred until after registration as aforesaid.

          19.  TERMINATION; RELEASE.  (a)  After the Termination Date (as
defined below), this Agreement and the security interest created hereby shall
terminate (provided that all indemnities set forth herein including, without
limitation, in Section 11 hereof shall survive any such termination), and the
Pledgee, at the request and expense of any Pledgor, will execute and deliver to
such Pledgor a proper instrument or instruments acknowledging the satisfaction
and termination of this Agreement, and will duly assign, transfer and deliver to
such Pledgor (without recourse and without any representation or warranty) such
of the Collateral as has not theretofore been sold or otherwise applied or
released pursuant to this Agreement, together with any moneys at the time held
by the Pledgee or any of its sub-agents hereunder.  As used in this Agreement,
"Termination Date" shall mean the date upon which the Total Revolving Loan
Commitment and all Interest Rate Protection Agreements or Other Hedging
Agreements have been terminated, no Note under the Credit Agreement is
outstanding (and all Loans have been repaid in full), all Letters of Credit have
been terminated and all Obligations then owing have been paid in full.

          (b)  In the event that any part of the Collateral is sold in
connection with a sale permitted by Section 9.02 of the Credit Agreement (other
than a sale to any Pledgor or any Subsidiary thereof) or is otherwise released
at the direction of the Required Banks (or all Banks if required by Section
13.12 of the Credit Agreement) and the proceeds of such sale or sales or from
such release are applied in accordance with the provisions of the Credit
Agreement, to the extent required to be so applied, the Pledgee, at the request
and expense of any Pledgor, will duly assign, transfer and deliver to such
Pledgor (without recourse and without any representation or warranty) such of
the Collateral (and releases therefor) as is then being (or has been) so sold or
released and has not theretofore been released pursuant to this Agreement.

          (c)  At any time that a Pledgor desires that the Pledgee assign,
transfer and deliver Collateral (and releases therefor) as provided in Section
19(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a
principal executive officer of such Pledgor stating that the release of the
respective Collateral is permitted pursuant to such Section 19(a) or (b).

          (d)  The Pledgee shall have no liability whatsoever to any other
Secured Creditor as the result of any release of Collateral by it in accordance
with this Section 19.

          20.  NOTICES, ETC.  All such notices and communications hereunder
shall be sent or delivered by mail, telegraph, telex, telecopy, cable or
overnight courier service and all such notices and communications shall, when
mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
courier, be effective when delivered to the telegraph company, cable company or
overnight courier, as the case may be, or sent by telex or telecopier and when
mailed shall be effective three Business Days following deposit in the mail with
proper postage, except that notices and communications to the Pledgee shall not
be effective until received by the Pledgee.  All notices and other communi
cations shall be in writing and addressed as follows:

          (a)  if to any Pledgor, at:

               c/o SITEL Corporation
               13215 Birch Street
               Omaha, Nebraska  68164
               Attention: Barry S. Major
               Telephone No.:   (402) 963-6479
               Telecopier No.:  (402) 963-2699;

          (b)  if to the Pledgee, at:

               Bankers Trust Company
               130 Liberty Street
               New York, New York  10006
               Attention: David Bell
               Telephone No.:   (212) 250-9048
               Telecopier No.:  (212) 250-7218;

          (c)  if to any Bank Creditor, either (x) to the Agent, at the address
     of the Agent specified in the Credit Agreement or (y) at such address as
     such Bank Creditor shall have specified in the Credit Agreement;

          (d)  if to any Other Creditor at such address as such Other Creditor
     shall have specified in writing to the Pledgors and the Pledgee;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

          21.  WAIVER; AMENDMENT.  None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by each Pledgor directly affected thereby and the
Pledgee (with the written consent of either (x) the Required Banks (or all of
the Banks to the extent required by Section 13.12 of the Credit Agreement) at
all times prior to the time on which all Credit Document Obligations have been
paid in full or (y) the holders of at least a majority of the outstanding Other
Obligations at all times after the time on which all Credit Document Obligations
have been paid in full); PROVIDED, that any change, waiver, modification or
variance affecting the rights and benefits of a single Class (as defined below)
of Secured Creditors (and not all Secured Creditors in a like or similar manner)
shall also require the written consent of the Requisite Creditors (as defined
below) of such affected Class.  For the purpose of this Agreement, the term
"Class" shall mean each class of Secured Creditors, i.e., whether (i) the Bank
Creditors as holders of the Credit Document Obligations or (ii) the Other
Creditors as the holders of the Other Obligations.  For the purpose of this
Agreement, the term "Requisite Creditors" of any Class shall mean each of (i)
with respect to the Credit Document Obligations, the Required Banks and (ii)
with respect to the Other Obligations, the holders of at least a majority of all
obligations outstanding from time to time under the Interest Rate Protection
Agreements or Other Hedging Agreements.

          22.  MISCELLANEOUS.  This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of  and be enforceable by each of the parties hereto and its successors
and assigns, provided that no Pledger may assign any of its rights or
obligations under this Agreement without the prior consent of the Collateral
Agent.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK.  The headings in this
Agreement are for purposes of reference only and shall not limit or define the
meaning hereof.  This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which shall constitute one
instrument.  In the event that any provision of this Agreement shall prove to be
invalid or unenforceable, such provision shall be deemed to be severable from
the other provisions of this Agreement which shall remain binding on all parties
hereto.

          23.  RECOURSE.  This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of the Pledgors contained herein and in the other
Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.

          24.  ADDITIONAL PLEDGORS.  It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall
automatically become a Pledgor hereunder by executing a counterpart hereof and
delivering the same to the Pledgee.

          25.  MISCELLANEOUS.  Notwithstanding anything to the contrary
contained herein or in the Credit Agreement, each Pledgor hereby covenants and
agrees that with respect to any Pledged Partnership Interest and Pledged
Membership Interest pledged by it hereunder, such Pledgor will deliver to the
respective Pledged Partnerships and Pledged LLCs (with copies to the Pledgee) a
Pledge Notice (appropriately completed) and such Pledgor will deliver to the
Pledgee a Pledge Acknowledgement signed by the respective Pledged Partnerships
and Pledged Membership Interest, in each case within 10 days following the date
any such Pledged Partnership Interests and Pledged Membership Interest are
pledged hereunder.

                                     * * * *
<PAGE>
              IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused
this Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.



                                SITEL CORPORATION,
                                  as a Pledgor


                                By____________________________
                                  Title:


                                SITEL INSURANCE SERVICES, INC.,
                                  as a Pledgor


                                By____________________________
                                  Title:


                                FINANCIAL INSURANCE SERVICES, INC.,
                                  as a Pledgor


                                By____________________________
                                  Title:


                                SITEL SUPPORT SERVICES, INC.,
                                  as a Pledgor


                                By____________________________
                                  Title:



                                SITEL INVESTMENTS, INC.,
                                  as a Pledgor


                                By___________________________
                                  Title:


                                SITEL SOFTWARE, INC.,
                                  as a Pledgor


                                By___________________________
                                  Title:


                                NATIONAL ACTION FINANCIAL SERVICES,
                                  INC., as a Pledgor


                                By____________________________
                                  Title:


                                SITEL INTERNATIONAL, INC.,
                                  as a Pledgor


                                By____________________________
                                  Title:


                                SITEL TECHNICAL SERVICES, INC.,
                                  as a Pledgor


                                By____________________________
                                  Title:

                                SITEL INSURANCE MARKETING
                                  SERVICES, INC.,
                                  as a Pledgor


                                By____________________________
                                  Title:



Accepted and Agreed to:

BANKERS TRUST COMPANY,
  as Pledgee, Collateral Agent


By___________________________
  Title:
<PAGE>
                                                                     ANNEX A
                                                                        to
                                                                PLEDGE AGREEMENT
                                                                ________________


                                  LIST OF STOCK
                                  _____________



I.  SITEL Corporation
                                                        Percentage of
                                                         Outstanding
Name of Issuing   Certificate   Type of    Number of      Shares of
Corporation         Number      Shares      Shares      Capital Stock
________________  ___________   ________   _________    _____________       

SITEL                  1        Common       1,000          100%
International,
Inc.

SITEL Technical        1        Common       1,000          100%
Services, Inc.

SITEL Insurance        1        Common         1            100%
Services, Inc.

Financial              1        Common      10,000          100%
Insurance
Services, Inc.

SITEL Support          1        Common       1,000          100%
Services, Inc.

National Action       19        Common         1            100%
Financial
Services, Inc.

SITEL Software,        3        Common      60,000          100%
Inc.

SITEL                  1        Common      100,000         100%
Investments,
Inc.

SITEL Insurance        1        Common       1,000          100%
Marketing
Services, Inc.
<PAGE>
II.  SITEL International, Inc.*
     __________________________

SITEL Europe plc                               100%
SITEL Teleservices Canada, Inc.                100%
SITEL Hispanica, S.A.                          100%
SITEL Asia Pacific Holdings Pte Ltd            100%


* Pursuant to the terms of Sections 2 and 3 hereof and Section 13.18 of the
Credit Agreement, the capital stock of each of the Subsidiaries of SITEL
International, Inc. described below must be delivered to the Collateral Agent no
later than 45 days after the Effective Date in connection with SITEL
International, Inc.'s pledge of 65% of the total combined voting power of all
classes of capital stock held by SITEL International, Inc. in such Foreign
Subsidiaries.
<PAGE>
                                                                      ANNEX B
                                                                         to
                                                                PLEDGE AGREEMENT
                                                                ________________


                                  LIST OF NOTES
                                  _____________



I.   SITEL Corporation
     _________________

     None


2.   SITEL International, Inc.
     __________________________

Obligor               Principal Amount         Maturity Date
_______               ________________         ______________

SITEL Hispanica S.A.  $20,789,345              5/31/2002
<PAGE>
                                                                      ANNEX C
                                                                         to
                                                                PLEDGE AGREEMENT
                                                                ________________


                              PARTNERSHIP INTERESTS
                              _____________________

                                      NONE
<PAGE>


                                                                     ANNEX D
                                                                        to
                                                                PLEDGE AGREEMENT
                                                                ________________


                              MEMBERSHIP INTERESTS
                              ____________________

                                      NONE
<PAGE>
                                                                     ANNEX E
                                                                       to
                                                                PLEDGE AGREEMENT
                                                                ________________


                              FORM OF PLEDGE NOTICE
                              ____________________

                             [Letterhead of Pledgor]


                                                                          [Date]


TO:  [Name of Pledged Entity]

          Notice is hereby given that, pursuant to the Pledge Agreement (a true
and correct copy of which is attached hereto), dated as of July 24, 1997 (as
amended, modified or supplemented from time to time in accordance with the terms
thereof, the "Pledge Agreement"), between [NAME OF PLEDGOR] (the "Pledgor"), the
other pledgors from time to time party thereto and Bankers Trust Company (the
"Pledgee") on behalf of the Secured Creditors described therein, the Pledgor has
pledged and assigned to the Pledgee for the benefit of the Secured Creditors,
and granted to the Pledgee for the benefit of the Secured Creditors a continuing
security interest in, all right, title and interest of the Pledgor, whether now
existing or hereafter arising or acquired, as a [[limited partner] [general
partner]] [member] in [NAME OF PLEDGED ENTITY] (the ["Partnership"] ["LLC"]),
and in, to and under the [TITLE OF APPLICABLE AGREEMENT] (the "[Partnership]
[LLC] Agreement"), including, without limitation:

          (i)  all the capital of the [Partnership] [LLC] and the Pledgor's
     interest in all profits, income, surplus, losses, [Partnership] [LLC]
     Assets and other distributions to which the Pledgor shall at any time
     be entitled in respect of such [Partnership] [Membership] Interest;

          (ii)  all other payments due or to become due to the Pledgor in
     respect of such [partnership] [limited liability company] interest,
     whether under the [Partnership] [LLC] Agreement or otherwise, whether
     as contractual obligations, damages, insurance proceeds or otherwise;

          (iii)  all of its claims, rights, powers, privileges, authority,
     options, security interest, liens and remedies, if any, under the
     [Partnership] [LLC] Agreement or at law or otherwise in respect of
     such [Partnership] [Membership] Interest;

          (iv)  all present and future claims, if any, of the Pledgor
     against the [Partnership] [LLC] for moneys loaned or advanced, for
     services rendered or otherwise;

          (v)  all of the Pledgor's rights under the [Partnership] [LLC]
     Agreement or at law to exercise and enforce every right, power,
     remedy, authority, option and privilege of the Pledgor relating to the
     [Partnership] [Membership] Interest, including any power to terminate,
     cancel or modify the [Partnership] [LLC] Agreement, to execute any
     instruments and to take any and all other action on behalf of and in
     the name of the Pledgor in respect of the [Partnership] [Membership]
     Interest and the [Partnership] [LLC], to make determinations, to
     exercise any election (including, but not limited, election of
     remedies) or option or to give or receive any notice, consent,
     amendment, waiver or approval, together with full power and authority
     to demand, receive, enforce, collect or receipt for any of the
     foregoing, to enforce or execute any checks, or other instruments or
     orders, to file any claims and to take any action in connection with
     any of the foregoing;

          (vi)  all other property hereafter delivered in substitution for
     or in addition to any of the foregoing, all certificates and
     instruments representing or evidencing such other property and all
     cash, securities, interest, dividends, rights and other property at
     any time and from time to time received, receivable or otherwise
     distributed in respect of or in exchange for any or all thereof; and

          (vii)  to the extent not otherwise included, all proceeds of any
     or all of the foregoing.

          Pursuant to the Pledge Agreement, the [Partnership] [LLC] is hereby
authorized and directed to register the Pledgor's pledge to the Pledgee on
behalf of the Secured Creditors of the interest of the Pledgor on the
[Partnership's] [LLC's] books.

          The Pledgor hereby requests the [Partnership] [LLC] to indicate the
[Partnership's] [LLC's] acceptance of this Notice and consent to and
confirmation of its terms and provisions by signing a copy hereof where
indicated on the attached page and returning the same to the Pledgee on behalf
of the Secured Creditors.


                              [NAME OF PLEDGOR]



                              By_________________________________
                                 Name:
                                 Title:

<PAGE>
                                                                     ANNEX F
                                                                        to
                                                                PLEDGE AGREEMENT



                          FORM OF PLEDGE ACKNOWLEDGMENT
                          _____________________________


          [NAME OF PLEDGED ENTITY] (the ["Partnership"] ["LLC"]) hereby
acknowledges receipt of a copy of the assignment by [NAME OF PLEDGOR]
("Pledgor") of its interest under the [TITLE OF APPLICABLE AGREEMENT] (the
"[Partnership] [LLC] Agreement") pursuant to the terms of the Pledge Agreement,
dated as of July 24, 1997 (as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pledge Agreement"), among the
Pledgor, the other pledgors from time to time party thereto, and Bankers Trust
Company (the "Pledgee") on behalf of the Secured Creditors described therein.
The undersigned hereby further confirms the registration of the Pledgor's pledge
of its interest to the Pledgee on behalf of the Secured Creditors on the
[Partnership's] [LLC's] books.


Dated:  ______________ __, ____


                                [NAME OF PLEDGED ENTITY]



                                By____________________________
                                  Name:
                                  Title:
<PAGE>
                                                                     ANNEX G
                                                                        to
                                                                PLEDGE AGREEMENT
                                                                ________________

                          SCHEDULE OF OFFICE LOCATIONS
                          ____________________________

            SITEL Corporation                       Douglas County
            13215 Birch Street, Suite 100
            Omaha, NE  68164
            SITEL International, Inc.               Douglas County
            13215 Birch Street, Suite 100
            Omaha, NE  68164
            SITEL Technical Services, Inc.          Dane County
            1117 & 1209 Deming Way
            Madison, WI  53717
            SITEL Insurance Services, Inc.          Douglas County
            10248 Wiesman Drive
            Omaha, NE  68134
            Financial Insurance Services, Inc.      Douglas County
            5601 North 103rd Street
            Omaha, NE  68134
            SITEL Support Services, Inc.            Fairfax County
            8500 Leesburg Pike, Suite 501
            Vienna, VA  22182
            National Action Financial Services,     Gwinnett County
            Inc.
            3587 Parkway Lane
            Norcross, GA  30092
            SITEL Software, Inc.                    Douglas County
            13215 Birch Street, Suite 100
            Omaha, NE  68164
            SITEL Investments, Inc.                 Douglas County
            13215 Birch Street, Suite 100
            Omaha, NE  68164
            SITEL Insurance Marketing Services,     Douglas County
            Inc.
            10248 Wiesman Drive
            Omaha, NE  68134

<PAGE>
                                                                       EXHIBIT H
                                                                       _________


                          FORM OF SUBSIDIARIES GUARANTY
                          _____________________________


          SUBSIDIARIES GUARANTY, dated as of July 24, 1997 (as amended, modified
or supplemented from time to time, this "Guaranty"), made by each of the
undersigned guarantors (each a "Guarantor," and together with any other entity
that becomes a guarantor hereunder pursuant to Section 25 hereof, the
"Guarantors").  Except as otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.


                  W I T N E S S E T H :


          WHEREAS, SITEL Corporation (the "Borrower"), the lenders from time to
time party thereto (the "Banks"), First Bank National Association, as
Syndication Agent, First Union National Bank, as Documentation Agent, and
Bankers Trust Company, as Agent (together with any successor agent, the
"Agent"), have entered into a Credit Agreement, dated as of July 24, 1997 (as
amended, modified, or supplemented from time to time, the "Credit Agreement"),
providing for the making of Loans to, and the issuance of Letters of Credit for
the account of, the Borrower as contemplated therein (the Banks, the Collateral
Agent, and the Agent are herein called the "Bank Creditors");

          WHEREAS, the Borrower may at any time and from time to time enter into
one or more Interest Rate Protection Agreements or Other Hedging Agreements with
one or more Banks or any affiliate thereof (each such Bank or affiliate, even if
the respective Bank subsequently ceases to be a Bank under the Credit Agreement
for any reason, together with such Bank's or affiliate's successors and assigns,
if any, collectively, the "Other Creditors," and together with the Bank
Creditors, the "Secured Creditors");

          WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;

          WHEREAS, it is a condition to the Effective Date under the Credit
Agreement that each Guarantor shall have executed and delivered this Guaranty;
and

          WHEREAS, each Guarantor will obtain benefits from the incurrence of
Loans to, and the issuance of Letters of Credit for the account of, the Borrower
under the Credit Agreement and the entering into by the Borrower of Interest
Rate Protection Agreements or Other Hedging Agreements and, accordingly, desires
to execute this Guaranty in order to satisfy the condition described in the
preceding paragraph;


          NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Secured Creditors and hereby covenants and agrees with each
Secured Creditor as follows:

          1.  Each Guarantor, jointly and severally, irrevocably, absolutely and
unconditionally guarantees:  (i) to the Bank Creditors the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of (x) the principal of and interest on the Notes issued by, and the Loans made
to, the Borrower under the Credit Agreement, and all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit issued under the Credit
Agreement and (y) all other obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due), liabilities and indebtedness owing by the Borrower to the Bank Creditors
under the Credit Agreement and each of the other Credit Document to which the
Borrower is a party (including, without limitation, indemnities, Fees and inter
est thereon), whether now existing or hereafter incurred under, arising out of
or in connection with the Credit Agreement and each such other Credit Document
and the due performance and compliance by the Borrower with all of the terms,
conditions and agreements contained in the Credit Documents (all such principal,
interest, liabilities, indebtedness and obligations being herein collectively
called the "Credit Document Obligations"); and (ii) to each Other Creditor the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due), liabilities and indebtedness owing by the Borrower under any Interest Rate
Protection Agreement or Other Hedging Agreement, whether now in existence or
hereafter arising, and the due performance and compliance by the Borrower with
all of the terms, conditions and agreements contained in the Interest Rate
Protection Agreements or Other Hedging Agreements (all such obligations,
liabilities and indebtedness being herein collectively called the "Other
Obligations," and together with the Credit Document Obligations, the "Guaranteed
Obligations").  Each Guarantor understands, agrees and confirms that the Secured
Creditors may enforce this Guaranty up to the full amount of the Guaranteed
Obligations against such Guarantor without proceeding against any other
Guarantor, the Borrower, against any security for the Guaranteed Obligations, or
under any other guaranty covering all or a portion of the Guaranteed Obliga
tions.

          2.  Additionally, each Guarantor, jointly and severally,
unconditionally, absolutely and irrevocably, guarantees the payment of any and
all Guaranteed Obligations whether or not due or payable by the Borrower upon
the occurrence in respect of the Borrower of any of the events specified in
Section 10.05 of the Credit Agreement, and unconditionally and irrevocably,
jointly and severally, promises to pay such Guaranteed Obligations to the Secur
ed Creditors, or order, on demand, in legal tender of the United States.  This
Guaranty shall constitute a guaranty of payment, and not of collection.

          3.  The liability of each Guarantor hereunder is primary, absolute and
unconditional and is exclusive and independent of any security for or other
guaranty of the indebtedness of the Borrower whether executed by such Guarantor,
any other Guarantor, any other guarantor or by any other party, and the
liability of each Guarantor hereunder shall not be affected or impaired by any
circumstance or occurrence whatsoever, including, without limitation:  (a) any
direction as to application of payment by the Borrower or by any other party,
(b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the Guaranteed Obligations, (c) any pay
ment on or in reduction of any such other guaranty or undertaking, (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower, (e) any payment made to any Secured Creditor on the indebtedness which
any Secured Creditor repays the Borrower pursuant to court order in any bank
ruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and each Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding, (f) any action or
inaction by the Secured Creditors as contemplated in Section 6 hereof or (g) any
invalidity, irregularity or unenforceability of all or any part of the
Guaranteed Obligations or of any security therefor.

          4.  The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor, any other guarantor or the Borrower, and a
separate action or actions may be brought and prosecuted against each Guarantor
whether or not action is brought against any other Guarantor, any other
guarantor or the Borrower and whether or not any other Guarantor, any other
guarantor or the Borrower be joined in any such action or actions.  Each Guar
antor waives, to the fullest extent permitted by law, the benefits of any
statute of limitations affecting its liability hereunder or the enforcement
thereof.  Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to each Guarantor.

          5.  Each Guarantor hereby waives notice of acceptance of this Guaranty
and notice of any liability to which it may apply, and waives promptness,
diligence, presentment, demand of payment, protest, notice of dishonor or
nonpayment of any such liabilities, suit or taking of other action by the Agent
or any other Secured Creditor against, and any other notice to, any party liable
thereon (including such Guarantor, any other Guarantor, any other guarantor, the
Borrower).

          6.  Any Secured Creditor may at any time and from time to time without
the consent of, or notice to, any Guarantor, without incurring responsibility to
such Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

          (a)  change the manner, place or terms of payment of, and/or change or
     extend the time of payment of, renew or alter, any of the Guaranteed
     Obligations (including any increase or decrease in the rate of interest or
     fees thereon), any security therefor, or any liability incurred directly or
     indirectly in respect thereof, and the guaranty herein made shall apply to
     the Guaranteed Obligations as so changed, extended, renewed or altered;

          (b)  take and hold security for the payment of the Guaranteed
     Obligations and sell, exchange, release, impair, surrender, realize upon or
     otherwise deal with in any manner and in any order any property by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Guaranteed Obligations or any liabilities (including any of
     those hereunder) incurred directly or indirectly in respect thereof or
     hereof, and/or any offset thereagainst;

          (c)  exercise or refrain from exercising any rights against the
     Borrower or any Subsidiary thereof or otherwise act or refrain from acting;

          (d)  release or substitute any one or more endorsers, Guarantors,
     other guarantors, the Borrower or other obligors;

          (e)  settle or compromise any of the Guaranteed Obligations, any
     security therefor or any liability (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof, and may subor
     dinate the payment of all or any part thereof to the payment of any
     liability (whether due or not) of the Borrower to creditors of the Borrower
     other than the Secured Creditors;

          (f)  apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of the Borrower to the Secured Creditors
     regardless of what liabilities of the Borrower remain unpaid;

          (g)  consent to or waive any breach of, or any act, omission or
     default under, any of the Interest Rate Protection Agreements or Other
     Hedging Agreements, the Credit Documents or any of the instruments or
     agreements referred to therein, or otherwise amend, modify or supplement
     any of the Interest Rate Protection Agreements or Other Hedging Agreements,
     the Credit Documents or any of such other instruments or agreements;

          (h)  act or fail to act in any manner referred to in this Guaranty
     which may deprive such Guarantor of its right to subrogation against the
     Borrower to recover full indemnity for any payments made pursuant to this
     Guaranty; and/or

          (i) take any other action which would, under otherwise applicable
     principles of common law, give rise to a legal or equitable discharge of
     such Guarantor from its liabilities under this Guaranty.

          7.  This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon.  No failure or delay on the part of any
Secured Creditor in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights and
remedies herein expressly specified are cumulative and not exclusive of any
rights or remedies which any Secured Creditor would otherwise have.  No notice
to or demand on any Guarantor in any case shall entitle such Guarantor to any
other further notice or demand in similar or other circumstances or constitute a
waiver of the rights of any Secured Creditor to any other or further action in
any circumstances without notice or demand.  It is not necessary for any Secured
Creditor to inquire into the capacity or powers of the Borrower or the officers,
directors, partners or agents acting or purporting to act on its behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

          8.  Any indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness of the Borrower to the
Secured Creditors, and such indebtedness of the Borrower to any Guarantor, if
the Agent or the Collateral Agent, after the occurrence and during the
continuance of an Event of Default, so requests, shall be collected, enforced
and received by such Guarantor as trustee for the Secured Creditors and be paid
over to the Secured Creditors on account of the indebtedness of the Borrower to
the Secured Creditors, but without affecting or impairing in any manner the
liability of such Guarantor under the other provisions of this Guaranty.
Without limiting the generality of the foregoing, each Guarantor hereby agrees
with the Secured Creditors that it will not exercise any right of subrogation
which it may at any time otherwise have as a result of this Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been irrevocably paid in full in cash.

          9.  (a)  Each Guarantor waives any right (except as shall be required
by applicable law and cannot be waived) to require the Secured Creditors to:
(i) proceed against the Borrower, any other Guarantor, any other guarantor of
the Guaranteed Obligations or any other party; (ii) proceed against or exhaust
any security held from the Borrower, any other Guarantor, any other guarantor of
the Guaranteed Obligations or any other party; or (iii) pursue any other remedy
in the Secured Creditors' power whatsoever.  Each Guarantor waives any defense
based on or arising out of any defense of the Borrower, any other Guarantor, any
other guarantor of the Guaranteed Obligations or any other party other than
payment in full of the Guaranteed Obligations, including, without limitation,
any defense based on or arising out of the disability of the Borrower, any other
Guarantor, any other guarantor of the Guaranteed Obligations or any other party,
or the unenforceability of the Guaranteed Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of the Borrower
other than payment in full of the Guaranteed Obligations.  The Secured Creditors
may, at their election, foreclose on any security held by the Agent, the
Collateral Agent or the other Secured Creditors by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, or exercise any other right or remedy the Secured Creditors may have
against the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been paid in full in cash.  Each
Guarantor waives any defense arising out of any such election by the Secured
Creditors, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other party or any security.

          (b)  Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness.  Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that the Secured Creditors shall have
no duty to advise any Guarantor of information known to them regarding such
circumstances or risks.

          10.  The Secured Creditors agree that this Guaranty may be enforced
only by the action of the Agent or the Collateral Agent and that no other
Secured Creditors shall have any right individually to seek to enforce or to
enforce this Guaranty or to realize upon the security to be granted by the
Security Documents, it being understood and agreed that such rights and remedies
may be exercised by the Agent or the Collateral Agent or, after all the Credit
Document Obligations have been paid in full, by the holders of at least a
majority of the outstanding Other Obligations, as the case may be, for the
benefit of the Secured Creditors upon the terms of this Guaranty and the Pledge
Agreement.  The Secured Creditors further agree that this Guaranty may not be
enforced against any director, officer, employee, partner or stockholder of any
Guarantor (except to the extent such partner or stockholder is also a Guarantor
hereunder).

          11.  In order to induce the Banks to make Loans to, and issue Letters
of Credit for the account of, the Borrower pursuant to the Credit Agreement, and
in order to induce the Other Creditors to execute, deliver and perform the
Interest Rate Protection Agreements or Other Hedging Agreements, each Guarantor
represents, warrants and covenants that:

          (a)  Such Guarantor (i) is a duly organized and validly existing
     corporation in good standing under the laws of the jurisdiction of its
     organization, (ii) has the corporate power and authority to own its
     property and assets and to transact the business in which it is engaged and
     presently proposes to engage and (iii) is duly qualified and is authorized
     to do business and is in good standing in each jurisdiction where the
     conduct of its business requires such qualification except for failures to
     be so qualified which, individually or in the aggregate, could not
     reasonably be expected to have a material adverse effect on the business,
     operations, property, assets, liabilities, condition (financial or
     otherwise) or prospects of the Borrower and its Subsidiaries taken as a
     whole.

          (b)  Such Guarantor has the corporate power and authority to execute,
     deliver and perform the terms and provisions of this Guaranty and each
     other Credit Document to which it is a party and has taken all necessary
     corporate action to authorize the execution, delivery and performance by it
     of this Guaranty and each such other Credit Document.  Such Guarantor has
     duly executed and delivered this Guaranty and each other Credit Document to
     which it is a party, and this Guaranty and each such other Credit Document
     constitutes the legal, valid and binding obligation of such Guarantor
     enforceable in accordance with its terms, except to the extent that the
     enforceability hereof or thereof may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium or other similar laws generally
     affecting creditors' rights and by equitable principles (regardless of
     whether enforcement is sought in equity or at law).

          (c)  Neither the execution, delivery or performance by such Guarantor
     of this Guaranty or any other Credit Document to which it is a party, nor
     compliance by it with the terms and provisions hereof and thereof, will (i)
     contravene any provision of any applicable law, statute, rule or regulation
     or any applicable order, writ, injunction or decree of any court or
     governmental instrumentality, (ii) conflict with or result in any breach of
     any of the terms, covenants, conditions or provisions of, or constitute a
     default under, or result in the creation or imposition of (or the obliga
     tion to create or impose) any Lien (except pursuant to the Pledge
     Agreement) upon any of the property or assets of such Guarantor or any of
     its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of
     trust, loan agreement, credit agreement, or any other material agreement,
     contract or instrument to which such Guarantor or any of its Subsidiaries
     is a party or by which it or any of its property or assets is bound or to
     which it may be subject or (iii) violate any provision of the certificate
     or articles of incorporation or by-laws (or equivalent organizational
     documents) of such Guarantor or any of its Subsidiaries.

          (d)  No order, consent, approval, license, authorization or validation
     of, or filing, recording or registration with (except as have been obtained
     or made), or exemption by, any governmental or public body or authority, or
     any subdivision thereof, is required to authorize, or is required for, (i)
     the execution, delivery and performance of this Guaranty by such Guarantor
     or any other Credit Document to which such Guarantor is a party or (ii) the
     legality, validity, binding effect or enforceability of this Guaranty or
     any other Credit Document to which such Guarantor is a party.

          (e)  There are no actions, suits or proceedings pending or threatened
     (i) with respect to this Guaranty or any other Credit Document to which
     such Guarantor is a party or (ii) with respect to such Guarantor that could
     reasonably be expected to materially and adversely affect (a) the business,
     operations, property, assets, liabilities, condition (financial or
     otherwise) or prospects of the Borrower and its Subsidiaries taken as a
     whole or (b) the rights or remedies of the Secured Creditors hereunder or
     under the other Credit Documents to which such Guarantor is a party or the
     ability of such Guarantor to perform its respective obligations to the
     Secured Creditors hereunder and under the other Credit Documents to which
     it is a party.

          12.  Each Guarantor covenants and agrees that on and after the
Effective Date and until the termination of the Total Revolving Loan Commitment
and all Interest Rate Protection Agreements or Other Hedging Agreements and when
no Note or Letter of Credit remains outstanding and all Guaranteed Obligations
have been paid in full, such Guarantor will comply, and will cause each of its
Subsidiaries to comply, with all of the applicable provisions, covenants and
agreements contained in Sections 8 and 9 of the Credit Agreement, and will take,
or will refrain from taking, as the case may be, all actions that are necessary
to be taken or not taken so that it is not in violation of any provision,
covenant or agreement contained in Section 8 or 9 of the Credit Agreement, and
so that no Default or Event of Default is caused by the actions of such Guar
antor or any of its Subsidiaries.

          13.  The Guarantors hereby jointly and severally agree to pay all
reasonable out-of-pocket costs and expenses of each Secured Creditor in
connection with the enforcement of this Guaranty and of the Agent in connection
with any amendment, waiver or consent relating hereto (including in each case,
without limitation, the reasonable fees and disbursements of counsel employed by
each Secured Creditor).

          14.  This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Secured Creditors
and their successors and assigns.

          15.  Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated except with the written consent of each
Guarantor directly affected thereby and with the written consent of either (x)
the Required Banks (or to the extent required by Section 13.12 of the Credit
Agreement, with the written consent of each Bank) at all times prior to the time
on which all Credit Document Obligations have been paid in full or (y) the
holders of at least a majority of the outstanding Other Obligations at all times
after the time on which all Credit Document Obligations have been paid in full;
PROVIDED, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not
all Secured Creditors in a like or similar manner) shall also require the
written consent of the Requisite Creditors (as defined below) of such Class of
Secured Creditors (it being understood that the addition or release of any
Guarantor hereunder shall not constitute a change, waiver, discharge or
termination affecting any Guarantor other than the Guarantor so added or
released).  For the purpose of this Guaranty, the term "Class" shall mean each
class of Secured Creditors, i.e., whether (x) the Bank Creditors as holders of
the Credit Document Obligations or (y) the Other Creditors as the holders of the
Other Obligations.  For the purpose of this Guaranty, the term "Requisite
Creditors" of any Class shall mean (x) with respect to the Credit Document
Obligations, the Required Banks (or to the extent required by Section 13.12 of
the Credit Agreement, each Bank) and (y) with respect to the Other Obligations,
the holders of at least a majority of all obligations outstanding from time to
time under the Interest Rate Protection or Other Hedging Agreements.

          16.  Each Guarantor acknowledges that an executed (or conformed) copy
of each of the Credit Documents and Interest Rate Protection Agreements or Other
Hedging Agreements has been made available to its principal executive officers
and such officers are familiar with the contents thereof.

          17.  In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Secured Creditor Law) and not by way of limitation of any such
rights, upon the occurrence and during the continuance of an Event of Default
(such term to mean and include any "Event of Default" as defined in the Credit
Agreement or any payment default under any Interest Rate Protection Agreement or
Other Hedging Agreement continuing after any applicable grace period), each
Secured Creditor is hereby authorized, at any time or from time to time, without
notice to any Guarantor or to any other Person, any such notice being expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other indebtedness at any time held or owing by such Secured
Creditor to or for the credit or the account of such Guarantor, against and on
account of the obligations and liabilities of such Guarantor to such Secured
Creditor under this Guaranty, irrespective of whether or not such Secured
Creditor shall have made any demand hereunder and although said obligations,
liabilities, deposits or claims, or any of them, shall be contingent or un
matured.

          18.  All notices, requests, demands or other communications pursuant
hereto shall be deemed to have been duly given or made when delivered to the
Person to which such notice, request, demand or other communication is required
or permitted to be given or made under this Guaranty, addressed to such party at
(i) in the case of any Bank Creditor, as provided in the Credit Agreement, (ii)
in the case of any Guarantor, at the address set forth for such Guarantor in the
Pledge Agreement and (iii) in the case of any Other Creditor, at such address as
such Other Creditor shall have specified in writing to the Guarantors; or in any
case at such other address as any of the Persons listed above may hereafter
notify the others in writing.

          19.  If claim is ever made upon any Secured Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including the Borrower) then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee.

          20.  (a)  THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED
CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.  Any legal action or
proceeding with respect to this Guaranty or any other Credit Document to which
any Guarantor is a party may be brought in the courts of the State of New York
or of the United States of America for the Southern District of New York, and,
by execution and delivery of this Guaranty, each Guarantor hereby irrevocably
accepts for itself and in respect of its property, generally and unconditional
ly, the jurisdiction of the aforesaid courts.  Each Guarantor hereby further
irrevocably waives any claim that any such court lacks personal jurisdiction
over such Guarantor, and agrees not to plead or claim in any legal action or
proceeding with respect to this Guaranty or any other Credit Document to which
such Guarantor is a party brought in any of the aforesaid courts that any such
court lacks personal jurisdiction over such Guarantor.  Each Guarantor further
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such Guarantor at its address
set forth opposite its signature below, such service to become effective 30 days
after such mailing.  Each Guarantor hereby irrevocably waives any objection to
such service of process and further irrevocably waives and agrees not to plead
or claim in any action or proceeding commenced hereunder or under any other
Credit Document to which such Guarantor is a party that such service of process
was in any way invalid or ineffective.  Nothing herein shall affect the right of
any of the Secured Creditors to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against each Guarantor
in any other jurisdiction.

          (b)  Each Guarantor hereby irrevocably waives (to the fullest extent
permitted by applicable law) any objection which it may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out
of or in connection with this Guaranty or any other Credit Document to which
such Guarantor is a party brought in the courts referred to in clause (a) above
and hereby further irrevocably waives and agrees not to plead or claim in any
such court that such action or proceeding brought in any such court has been
brought in an inconvenient forum.

          (c)  EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF
THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          21.  In the event that all of the capital stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of Section 9.02 of the Credit Agreement (or such sale or other dis
position has been approved in writing by the Required Banks (or all Banks if
required by Section 13.12 of the Credit Agreement)) and the proceeds of such
sale, disposition or liquidation are applied in accordance with the provisions
of the Credit Agreement, to the extent applicable, such Guarantor shall upon
consummation of such sale or other disposition (except to the extent that such
sale or disposition is to the Borrower or another Subsidiary thereof) be
released from this Guaranty automatically and without further action and this
Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood and agreed that the sale of one or
more Persons that own, directly or indirectly, all of the capital stock of any
Guarantor shall be deemed to be a sale of such Guarantor for the purposes of
this Section 21).

          22.  This Guaranty may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together con
stitute one and the same instrument.  A set of counterparts executed by all the
parties hereto shall be lodged with the Guarantors and the Agent.

          23.  Each Guarantor hereby confirms that it is its intention that this
Guaranty not constitute fraudulent transfer or conveyance for purposes of the
Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or
state law.  To effectuate the foregoing intention, each Guarantor and each
Secured Creditor hereby irrevocably agrees that the Guaranteed Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any rights to contribution pursuant to any agreement providing
for an equitable contribution among such Guarantor and the other Guarantors,
result in the Guaranteed Obligations of such Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance.

          24.  All payments made by any Guarantor hereunder will be made without
setoff, counterclaim or other defense and on the same basis as payments are made
by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.

          25.  It is understood and agreed that any Subsidiary of the Borrower
that is required to execute a counterpart of this Guaranty after the date hereof
pursuant to the Credit Agreement shall automatically become a Guarantor
hereunder by executing a counterpart hereof and delivering the same to the
Agent.
<PAGE>
          IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

                           SITEL INSURANCE SERVICES, INC.,
                             as a Guarantor


                           By_____________________________
                            Title:


                           FINANCIAL INSURANCE SERVICES, INC,
                             as a Guarantor


                           By______________________________
                            Title:


                           SITEL SUPPORT SERVICES, INC.,
                             as a Guarantor


                           By_____________________________
                            Title:


                           SITEL INVESTMENTS, INC.,
                             as a Guarantor


                           By______________________________
                            Title:

                           SITEL SOFTWARE, INC.,
                             as a Guarantor


                           By______________________________
                            Title:


                           NATIONAL ACTION FINANCIAL SERVICES, INC,
                             as a Guarantor


                           By_______________________________
                            Title:


                           SITEL INTERNATIONAL, INC.,
                             as a Guarantor


                           By_______________________________
                            Title:


                           SITEL TECHNICAL SERVICES, INC.,
                             as a Guarantor


                           By________________________________
                            Title:


                           SITEL INSURANCE MARKETING
                             SERVICES, INC.,
                             as a Guarantor


                           By________________________________
                            Title:



Accepted and Agreed to:

BANKERS TRUST COMPANY,
  as Agent


By________________________
   Title:
<PAGE>
                                                                       EXHIBIT I
                                                                       _________




                          FORM OF SOLVENCY CERTIFICATE
                          ____________________________


          I, the undersigned, the Chief Financial Officer of SITEL Corporation
(the "Borrower"), do hereby certify in such capacity and on behalf of the
Borrower that:

          1.  This Certificate is furnished to the Agent and each of the Banks
pursuant to Section 5.12 of the Credit Agreement, dated as of July 24, 1997,
among the Borrower, the Banks party thereto from time to time, First Bank
National Association, as Syndication Agent, First Union National Bank, as
Documentation Agent, and Bankers Trust Company, as the Agent (such Credit Agree
ment, as in effect on the date of this Certificate, being herein called the
"Credit Agreement").  Unless otherwise defined herein, capitalized terms used in
this Certificate shall have the meanings set forth in the Credit Agreement.

          2.  For purposes of this Certificate, the terms below shall have the
following definitions:

     (a)  "Fair Value"

               The amount at which the assets, in their entirety, of each of the
          Borrower on a stand-alone basis and of the Borrower and its
          Subsidiaries taken as a whole would change hands between a willing
          buyer and a willing seller, within a commercially reasonable period of
          time, each having reasonable knowledge of the relevant facts, with
          neither being under any compulsion to act.

     (b)  "Present Fair Salable Value"

               The amount that could be obtained by an independent willing
          seller from an independent willing buyer if the assets of each of the
          Borrower on a stand-alone basis and of the Borrower and its
          Subsidiaries taken as a whole are sold with reasonable promptness
          under normal selling conditions in a current market.

     (c)  "New Financing"

               The Indebtedness incurred or to be incurred by the Borrower, and
          its Subsidiaries under the Credit Documents (assuming the full
          utilization by the Borrower of the Total Revolving Loan Commitment)
          after giving effect to the Refinancing.

     (d)  "Stated Liabilities"

               The recorded liabilities (including contingent liabilities) that
          would be recorded in accordance with generally accepted accounting
          principles ("GAAP") of each of the Borrower on a stand-alone basis and
          of the Borrower and its Subsidiaries taken as a whole at December 31,
          1996 after giving effect to the Refinancing, determined in accordance
          with GAAP consistently applied, together with (i) the net change
          (without duplication) in long-term debt (including current maturities)
          between December 31, 1996 and the date hereof and (ii) without
          duplication, the amount of all New Financing.

     (e)  "Identified Contingent Liabilities"

               The maximum estimated amount of liabilities reasonably likely to
          result from pending litigation, asserted claims and assessments,
          guaranties, uninsured risks and other contingent liabilities of each
          of the Borrower on a stand-alone basis and of the Borrower and its
          Subsidiaries taken as a whole after giving effect to the Refinancing
          (exclusive of such contingent liabilities to the extent reflected in
          Stated Liabilities), as identified and explained in terms of their
          nature and estimated magnitude by responsible officers of the Borrower
          or any of its Subsidiaries or that have been identified as such by an
          officer of the Borrower or any of its Subsidiaries.

          (f)  "Will be able to pay its Stated Liabilities and Identified
          Contingent Liabilities, as they mature"

               For the period from the date hereof through the stated maturity
          of all the New Financing, each of the Borrower on a stand-alone basis
          and the Borrower and its Subsidiaries taken as a whole will have
          sufficient assets and cash flow to pay their respective Stated
          Liabilities and Identified Contingent Liabilities as those liabilities
          mature or otherwise become payable.

     (g)  "Does not have Unreasonably Small Capital"

               For the period from the date hereof through the stated maturity
          of all the New Financing, each of the Borrower on a stand-alone basis
          and the Borrower and its Subsidiaries taken as a whole, after
          consummation of the Refinancing and all Indebtedness (including the
          Loans) being incurred or assumed and Liens created by the Borrower and
          its Subsidiaries in connection therewith, is a going concern and has
          sufficient capital to ensure that it will continue to be a going
          concern for such period and to remain a going concern.

          3.  For purposes of this Certificate, I, or other officers of the
Borrower and its Subsidiaries under my direction and supervision, have performed
the following procedures as of and for the periods set forth below.

          (a)  I have reviewed the financial statements (including the pro forma
          financial statements) referred to in Section 7.05(a) of the Credit
          Agreement.

          (b)  I have made inquiries of certain officials of the Borrower and
          its Subsidiaries, who have responsibility for financial and accounting
          matters regarding (i) the existence and amount of Identified Con
          tingent Liabilities associated with the business of the Borrower and
          its Subsidiaries and (ii) whether the unaudited pro forma consolidated
          financial statements referred to in paragraph (a) above are in
          conformity with generally accepted accounting principles applied on a
          basis substantially consistent with that of the audited financial
          statements as at December 31, 1996.

          (c)  I have knowledge of and have reviewed to my satisfaction the
          Credit Documents and the respective Schedules and Exhibits thereto.

          (d)  With respect to Identified Contingent Liabilities, I:

               1.   inquired of certain officials of the Borrower and its
              Subsidiaries, who have responsibility for legal, financial and
              accounting matters as to the existence and estimated liability
              with respect to all contingent liabilities known to them;

               2.   confirmed with officers of the Borrower and its
              Subsidiaries, that, to the best of such officers' knowledge, (i)
              all appropriate items were included in Stated Liabilities or the
              listing of Identified Contingent Liabilities and that (ii) the
              amounts relating thereto were the maximum estimated amount of
              liabilities reasonably likely to result therefrom as of the date
              hereof; and

          (e)  I have examined the Projections which have been delivered to the
          Banks and considered the effect thereon of any changes since the date
          of the preparation thereof on the results projected therein.  After
          such review, I hereby certify that in my opinion the Projections are
          reasonable and the Projections support the conclusions contained in
          paragraph 4 below.

          (f)  I have made inquiries of certain officers of the Borrower and its
          Subsidiaries who have responsibility for financial reporting and
          accounting matters regarding whether they were aware of any events or
          conditions that, as of the date hereof, would cause the Borrower on a
          stand-alone basis or the Borrower and its Subsidiaries taken as a
          whole after giving effect to the Refinancing and the related financing
          transactions (including the incurrence of the New Financing), to (i)
          have assets with a Fair Value or Present Fair Salable Value that are
          less than the sum of Stated Liabilities and Identified Contingent
          Liabilities; (ii) have Unreasonably Small Capital; or (iii) not be
          able to pay its Stated Liabilities and Identified Contingent
          Liabilities as they mature or otherwise become payable.

          4.  Based on and subject to the foregoing, I hereby certify on behalf
of the Borrower that, after giving effect to the Refinancing and the related
financing transactions (including the incurrence of the New Financing), it is my
informed opinion that (i) the Fair Value and Present Fair Salable Value of the
assets of each of the Borrower on a stand-alone basis and of the Borrower and
its Subsidiaries taken as a whole exceed its Stated Liabilities and Identified
Contingent Liabilities; (ii) each of the Borrower on a stand-alone basis and of
the Borrower and its Subsidiaries taken as a whole does not have Unreasonably
Small Capital; and (iii) each of the Borrower on a stand-alone basis and the
Borrower and its Subsidiaries taken as a whole will be able to pay its Stated
Liabilities and Identified Contingent Liabilities, as they mature or otherwise
become payable.
<PAGE>
          IN WITNESS WHEREOF, I have hereto set my hand this 24th day of July,
1997.

                              SITEL CORPORATION



                              By________________________________
                                 Name:
                                 Title:  Chief Financial Officer
<PAGE>
                                                                       EXHIBIT J
                                                                       _________




                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                   ___________________________________________


                                   DATE:  ________ __, 19__


          Reference is made to the Credit Agreement described in Item 2 of Annex
I annexed hereto (as such Credit Agreement may hereafter be amended, modified or
supplemented from time to time, the "Credit Agreement").  Unless defined in
Annex I attached hereto, terms defined in the Credit Agreement are used herein
as therein defined.  _____________ (the "Assignor") and ______________ (the
"Assignee") hereby agree as follows:

          1.  The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the "Assigned Share") of all of the
outstanding rights and obligations with respect to the Assigned Share of the
Total Revolving Loan Commitment and all outstanding Revolving Loans, Swingline
Loans and Letters of Credit.

          2.  The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claims; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the other Credit Documents or the execution, legality, validity, enforceabi
lity, genuineness, sufficiency or value of the Credit Agreement or the other
Credit Documents or any other instrument or document furnished pursuant thereto;
and (iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or any of its Subsidiaries or
the performance or observance by the Borrower or any of its Subsidiaries of any
of their respective obligations under the Credit Agreement or the other Credit
Documents or any other instrument or document furnished pursuant thereto.

          3.  The Assignee (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the
financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption Agreement; (ii) agrees
that it will, independently and without reliance upon the Agent, the Assignor or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iii) appoints and authorizes the
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Agreement and the other Credit Documents
as are delegated to the Agent and the Collateral Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; [and] (iv)
agrees that it will perform in accordance with their terms all of the obliga
tions which by the terms of the Credit Agreement are required to be performed by
it as a Bank[; and (v) attaches the Forms and/or Certificate set forth in the
penultimate sentence of Section 13.04(b) of the Credit Agreement.](F1)

          4.  Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof
(together with all attachments) will be delivered to the Agent.  The effective
date of this Assignment and Assumption Agreement shall be the date of execution
hereof by the Assignor and the Assignee, to the extent required by the Credit
Agreement, the receipt of the consent of the Agent, receipt by the Agent of the
assignment fee referred to in Section 13.04(b) of the Credit Agreement, and the
recordation by the Agent of the assignment effected hereby in the Register,
unless otherwise specified in Item 5 of Annex I (the "Settlement Date").

          5.  Upon the delivery of a fully executed original hereof to the
Agent, as of the Settlement Date, (i) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Assumption
Agreement, have the rights and obligations of a Bank thereunder and under the
other Credit Documents and (ii) the Assignor shall, to the extent provided in
this Assignment and Assumption Agreement, relinquish its rights and be released
from its obligations under the Credit Agreement and the other Credit Documents.

          6.  It is agreed that upon the effectiveness hereof, the Assignee
shall be entitled to (x) all interest on the Assigned Share of the Revolving
Loans at the rates specified in Item 6 of Annex I, (y) all Commitment Commission
on the Assigned Share of the Total Revolving Loan Commitment at the rate
specified in Item 7 of Annex I hereto, and (z) all Letter of Credit Fees on the
Assignee's participation in all Letters of Credit at the rate specified in Item
8 of Annex I hereto, which, in each case, accrue on and after the Settlement
Date, such interest, Commitment Commission and Letter of Credit Fees to be paid
by the Agent directly to the Assignee.  It is further agreed that all payments
of principal made on the Assigned Share of the Revolving Loans which occur on
and after the Settlement Date will be paid directly by the Agent to the
Assignee.  Upon the Settlement Date, the Assignee shall pay to the Assignor an
amount specified by the Assignor in writing which represents the Assigned Share
of the principal amount of the respective Revolving Loans made by the Assignor
pursuant to the Credit Agreement which are outstanding on the Settlement Date,
net of any closing costs, and which are being assigned hereunder.  The Assignor
and the Assignee shall make all appropriate adjustments in payments under the
Credit Agreement for periods prior to the Settlement Date directly between
themselves.

          7.  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
____________________
<F1> If the Assignee is organized under the laws of a jurisdiction outside the
United States.

<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution also being made
on Annex I hereto.

                              [NAME OF ASSIGNOR],
                              as Assignor


                              By____________________________
                                Name:
                                Title:


                              [NAME OF ASSIGNEE],
                              as Assignee



                              By____________________________
                                Name:
                                Title:


[Acknowledged and Agreed:


BANKERS TRUST COMPANY, as Agent


By____________________________
  Name:
  Title:
<PAGE>
                                                                         ANNEX I
                                                                         _______


                  ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     ANNEX I

1.   The Borrower:       SITEL Corporation (the "Borrower")

2.   Name and Date of Credit Agreement:

     Credit Agreement, dated as of July 24, 1997, among the Borrower, the
     lenders from time to time party thereto, First Bank National Association,
     as Syndication Agent, First Union National Bank, as Documentation Agent,
     and Bankers Trust Company, as Agent.

3.   Date of Assignment Agreement:

4.   Amounts (as of date of item #3 above):
                           
                           
                           Revolving
                           Loan
                           Commitment
                           ___________

        a.  Aggregate      
            Amount for     
            all Banks      $_________
           
            
        b.  Assigned         ________%
            Share
                           
        c.  Amount of      
            Assigned       $_________
            Share

5.   Settlement Date:

6.   Rate of Interest       to the Assignee:As set forth in Section 1.08 of the
     Credit Agreement (unless otherwise agreed to by the Assignor and the 
     Assignee).(F1)

7.  Commitment
    Commission to
    the Assignee:       As set forth in Section 3.01(a) of the
                        Credit Agreement (unless otherwise agreed to by the
                        Assignor and the Assignee).(F2)
___________________
<F1>The Borrower and the Agent shall, following recordation of such assignment
by the Agent on the Register, direct the entire amount of interest to the
Assignee at the rate set forth in Section 1.08 of the Credit Agreement, with the
Assignor and Assignee effecting any agreed upon sharing of interest through
payments by the Assignee to the Assignor.

<F2>The Borrower and the Agent shall, following recordation of such assignment
bythe Agent on the Register, direct the entire amount of the Commitment
Commission to the Assignee at the rate set forth in Section 3.01(a) of the
Credit Agreement, with the Assignor and the Assignee effecting any agreed upon
sharing of the Commitment Commission through payment by the Assignee to the
Assignor.
<PAGE>

8.  Letter of Credit
                    Fee to the Assignee:   As set forth in Section 3.01(b) of
                    the Credit Agreement (unless otherwise agreed to by the
                    Assignor and the Assignee).(F3)

9.                  Notice:        ASSIGNEE:

                              ___________________
                              ___________________
                              ___________________
                              ___________________
                              Attention:
                              Telephone:
                              Telecopier:
                              Reference:

                    Payment Instructions:         ASSIGNEE:

                              ___________________
                              ___________________
                              ___________________
                              ___________________
                              Attention:
                    Reference:


Accepted and Agreed:

[NAME OF ASSIGNEE]                      [NAME OF ASSIGNOR]



By_______________________                    By_______________________
  Name:                                    Name:
  Title:                                   Title:

___________________
<F3>The Borrower and the Agent shall, following recordation of such assignment
by the Agent on the Register, direct the entire amount of the Letter of Credit
Fee to the Assignee at the rate set forth in Section 3.01(b) of the Credit
Agreement, with the Assignor and the Assignee effecting any agreed upon sharing
of the Letter of Credit Fee through payment by the Assignee to the Assignor.
<PAGE>
                                                                       EXHIBIT K
                                                                       _________



                            FORM OF INTERCOMPANY NOTE
                            _________________________


                                                              New York, New York
                                                                          [Date]


          FOR VALUE RECEIVED, [NAME OF PAYOR] (the "Payor"), hereby promises to
pay on demand to the order of _____________ or its assigns (the "Payee"), in
lawful money of the United States of America in immediately available funds, at
such location in the United States of America as the Payee shall from time to
time designate, the unpaid principal amount of all loans and advances made by
the Payee to the Payor.

          The Payor promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at such rate
per annum as shall be agreed upon from time to time by the Payor and Payee.

          Upon the commencement of any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar proceeding of any jurisdiction relating to the Payor, the unpaid
principal amount hereof shall become immediately due the payable without
presentment, demand, protest or notice of any kind in connection with this Note.

          This Note evidences certain permitted intercompany Indebtedness
referred to in the Credit Agreement, dated as of July 24, 1997, among SITEL
Corporation, the lenders party thereto from time to time, First Bank National
Association, as Syndication Agent, First Union National Bank, as Documentation
Agent, and Bankers Trust Company, as Agent (as amended, modified or supplemented
from time to time, the "Credit Agreement"), and is subject to the terms thereof,
and shall be pledged by the Payee pursuant to the Pledge Agreement (as defined
in the Credit Agreement).  The Payor hereby acknowledges and agrees that the
Collateral Agent pursuant to and as defined in the Pledge Agreement, as in
effect from time to time, may exercise all rights provided therein with respect
to this Note.

          The Payee is hereby authorized to record all loans and advances made
by it to the Payor (all of which shall be evidenced by this Note), and all
repayments or prepayments thereof, in its books and records, such books and
records constituting prima facie evidence of the accuracy of the information
contained therein.

          All payments under this Note shall be made without offset,
counterclaim or deduction of any kind.

          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
<PAGE>

                              [NAME OF PAYOR]


                              By ________________________________
                                  Name:
                                  Title:


[NAME OF PAYEE]



By ____________________________
    Name:
    Title:



Pay to the order of



______________________________