<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                                CREDIT AGREEMENT

                           dated as of April 1, 2005,

                                      among

                            AMI SEMICONDUCTOR, INC.,

                              AMIS HOLDINGS, INC.,

                            THE LENDERS NAMED HEREIN

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                  as Administrative Agent and Collateral Agent

                  ---------------------------------------------

                           CREDIT SUISSE FIRST BOSTON

                                       and

                          LEHMAN COMMERCIAL PAPER INC.,
                  as Joint Bookrunners and Joint Lead Arrangers

                          LEHMAN COMMERCIAL PAPER INC.,
                              as Syndication Agent

                                       and

                             BANK OF AMERICA, N.A.,
                         Mizuho Corporate Bank, Ltd. and
                     Wells Fargo Bank, National Association,
                           as Co-Documentation Agents

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

<PAGE>

                                                                               i

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms....................................................        1
SECTION 1.02.  Terms Generally..................................................       27
SECTION 1.03.  Pro Forma Calculations...........................................       27
SECTION 1.04.  Classification of Loans and Borrowings...........................       28
SECTION 1.05.  Designation of Obligations.......................................       28

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments......................................................       28
SECTION 2.02.  Loans............................................................       28
SECTION 2.03.  Borrowing Procedure..............................................       30
SECTION 2.04.  Evidence of Debt; Repayment of Loans.............................       31
SECTION 2.05.  Fees.............................................................       32
SECTION 2.06.  Interest on Loans................................................       33
SECTION 2.07.  Default Interest.................................................       33
SECTION 2.08.  Alternate Rate of Interest.......................................       33
SECTION 2.09.  Termination and Reduction of Commitments.........................       34
SECTION 2.10.  Conversion and Continuation of  Borrowings.......................       34
SECTION 2.11.  Repayment of Term Borrowings.....................................       36
SECTION 2.12.  Optional Prepayment..............................................       37
SECTION 2.13.  Mandatory Prepayments............................................       38
SECTION 2.14.  Reserve Requirements; Change in Circumstances....................       41
SECTION 2.15.  Change in Legality...............................................       42
SECTION 2.16.  Indemnity........................................................       43
SECTION 2.17.  Pro Rata Treatment...............................................       43
SECTION 2.18.  Sharing of Setoffs...............................................       44
SECTION 2.19.  Payments.........................................................       44
SECTION 2.20.  Taxes............................................................       45
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances;
                  Duty to Mitigate..............................................       47
SECTION 2.22.  Swingline Loans..................................................       48
SECTION 2.23.  Letters of Credit................................................       50
SECTION 2.24.  Increase in Revolving Credit Commitments.........................       55
</TABLE>

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                                                                              ii

<TABLE>
<S>                                                                                    <C>

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers.............................................       56
SECTION 3.02.  Authorization....................................................       57
SECTION 3.03.  Enforceability...................................................       57
SECTION 3.04.  Governmental Approvals...........................................       57
SECTION 3.05.  Financial Statements.............................................       57
SECTION 3.06.  No Material Adverse Change.......................................       58
SECTION 3.07.  Title to Properties; Possession Under Leases.....................       58
SECTION 3.08.  Subsidiaries.....................................................       59
SECTION 3.09.  Litigation; Compliance with Laws.................................       59
SECTION 3.10.  Agreements.......................................................       59
SECTION 3.11.  Federal Reserve Regulations......................................       59
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act.......       60
SECTION 3.13.  Use of Proceeds..................................................       60
SECTION 3.14.  Tax Returns......................................................       60
SECTION 3.15.  No Material Misstatements........................................       60
SECTION 3.16.  Employee Benefit Plans...........................................       60
SECTION 3.17.  Environmental Matters............................................       61
SECTION 3.18.  Insurance........................................................       62
SECTION 3.19.  Security Documents...............................................       62
SECTION 3.20.  Location of Real Property and Leased Premises....................       63
SECTION 3.21.  Labor Matters....................................................       64
SECTION 3.22.  Solvency.........................................................       64

                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01.  All Credit Events................................................       65
SECTION 4.02.  First Credit Event...............................................       65

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Existence; Businesses and Properties.............................       68
SECTION 5.02.  Insurance........................................................       69
SECTION 5.03.  Obligations and Taxes............................................       70
SECTION 5.04.  Financial Statements, Reports, etc...............................       70
SECTION 5.05.  Litigation and Other Notices.....................................       72
SECTION 5.06.  Employee Benefits................................................       72
SECTION 5.07.  Maintaining Records; Access to Properties and Inspections........       73
SECTION 5.08.  Use of Proceeds..................................................       73
SECTION 5.09.  Compliance with Environmental Laws...............................       73
</TABLE>

<PAGE>

                                                                             iii

<TABLE>
<S>                                                                                   <C>
SECTION 5.10.  Preparation of Environmental Reports.............................       73
SECTION 5.11.  Further Assurances...............................................       74

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Indebtedness.....................................................       75
SECTION 6.02.  Liens............................................................       77
SECTION 6.03.  Sale and Lease-Back Transactions.................................       79
SECTION 6.04.  Investments, Loans and Advances..................................       79
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions........       81
SECTION 6.06.  Dividends........................................................       82
SECTION 6.07.  Transactions with Affiliates.....................................       83
SECTION 6.08.  Consolidated Interest Coverage Ratio.............................       84
SECTION 6.09.  Maximum Leverage Ratio...........................................       84
SECTION 6.10.  Limitation on Modifications of Indebtedness; Modifications of
                 Certificate of Incorporation, By-laws and Certain Other
                 Agreements, etc................................................       84
SECTION 6.11.  Limitation on Certain Restrictions on Subsidiaries...............       85
SECTION 6.12.  Limitation on Issuance of Capital Stock..........................       86
SECTION 6.13.  Limitation on Creation of Subsidiaries; Immaterial
                 Subsidiaries...................................................       86
SECTION 6.14.  Business.........................................................       87
SECTION 6.15.  Fiscal Year......................................................       87
SECTION 6.16.  Capital Expenditures.............................................       87

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.  Notices..........................................................       93
SECTION 9.02.  Survival of Agreement............................................       93
SECTION 9.03.  Binding Effect...................................................       94
SECTION 9.04.  Successors and Assigns...........................................       94
SECTION 9.05.  Expenses; Indemnity..............................................       98
SECTION 9.06.  Right of Setoff..................................................      100
SECTION 9.07.  Applicable Law...................................................      100
</TABLE>

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                                                                              iv

<TABLE>
<S>                                                                                   <C>
SECTION 9.08.  Waivers; Amendment...............................................      100
SECTION 9.09.  Interest Rate Limitation.........................................      101
SECTION 9.10.  Entire Agreement.................................................      102
SECTION 9.11.  WAIVER OF JURY TRIAL.............................................      102
SECTION 9.12.  Severability.....................................................      102
SECTION 9.13.  Counterparts.....................................................      103
SECTION 9.14.  Headings.........................................................      103
SECTION 9.15.  Jurisdiction; Consent to Service of Process......................      103
SECTION 9.16.  Confidentiality..................................................      104
SECTION 9.17.  USA PATRIOT Act Notice...........................................      105
</TABLE>

                                    SCHEDULES
<TABLE>
<S>                              <C>
Schedule 1.01(a)                 Mortgaged Properties
Schedule 1.01(b)                 Subsidiary Guarantors
Schedule 2.01                    Lenders and Commitments
Schedule 3.07(a)                 Certain Title Matters
Schedule 3.07(c)                 Condemnation Proceedings
Schedule 3.08                    Subsidiaries
Schedule 3.09                    Litigation
Schedule 3.17                    Environmental Matters
Schedule 3.18                    Insurance
Schedule 3.19(a)                 UCC Filing Offices
Schedule 3.19(c)                 Mortgage Filing Offices
Schedule 3.19(d)                 Foreign Filing Offices
Schedule 3.20(a)                 Real Property Owned In Fee
Schedule 3.20(b)                 Leased Real Property
Schedule 4.02(a)                 Local Counsel
Schedule 6.01                    Outstanding Indebtedness on Closing Date
Schedule 6.02                    Liens Existing on Closing Date
</TABLE>

                                    EXHIBITS

<TABLE>
<S>                   <C>
Exhibit A             Form of Administrative Questionnaire
Exhibit B             Form of Assignment and Acceptance
Exhibit C             Form of Borrowing Request
Exhibit D-1           Form of Dutch Foreign Pledge Agreement
Exhibit D-2           Form of Philippines Foreign Pledge Agreement
Exhibit D-3           Form of Hong Kong Foreign Pledge Agreement
Exhibit D-4           Form of German Foreign Pledge Agreement
Exhibit E             Form of Guarantee and Collateral Agreement
Exhibit F-1           Form of Opinion of Davis Polk & Wardwell
Exhibit F-2           Form of Opinion of General Counsel
Exhibit F-3           Form of Opinion of Local Counsel
Exhibit G             Form of Subordination Provisions
</TABLE>

<PAGE>

                        CREDIT AGREEMENT dated as of April 1, 2005, among AMI
                  SEMICONDUCTOR, INC., a Delaware corporation (the "BORROWER"),
                  AMIS HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), the
                  Lenders (as defined in Article I) and CREDIT SUISSE FIRST
                  BOSTON, as administrative agent (in such capacity, the
                  "ADMINISTRATIVE AGENT") and collateral agent (in such
                  capacity, the "COLLATERAL AGENT") for the Lenders.

      The Borrower has requested the Lenders to extend credit in the form of (a)
Term Loans (such term and each other capitalized term used but not defined in
this introductory statement having the meaning given it in Article I) on the
Closing Date, in an aggregate principal amount not in excess of $210,000,000,
and (b) Revolving Loans at any time and from time to time prior to the Revolving
Credit Maturity Date, in an aggregate principal amount at any time outstanding
not in excess of $90,000,000 (subject to Section 2.24). The Borrower also has
requested the Swingline Lender to extend credit, at any time and from time to
time prior to the Revolving Credit Maturity Date, in the form of Swingline
Loans, in an aggregate principal amount at any time outstanding not in excess of
$15,000,000 and the Issuing Bank to issue Letters of Credit, in an aggregate
face amount at any time outstanding not in excess of $40,000,000.

      The proceeds of the Term Loans are to be used, together with cash on hand,
solely (a) to repay all amounts due or outstanding under the Existing Credit
Agreement, (b) to consummate the Existing Notes Repurchase and (c) to pay
related fees and expenses (the "TRANSACTION COSTS"). The proceeds of the
Revolving Loans and the Swingline Loans are to be used, and Letters of Credit
are to be requested, solely for the general corporate purposes of the Borrower
and the Subsidiaries.

      The Lenders are willing to extend such credit to the Borrower, and the
Issuing Bank is willing to issue Letters of Credit for the account of the
Borrower and the Subsidiaries, in each case on the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings specified below:

      "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "ADJUSTED LIBO RATE" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum equal to the product of (a)
the LIBO Rate

<PAGE>

                                                                               2

in effect for such Interest Period and (b) Statutory Reserves.

      "ADMINISTRATIVE AGENT FEES" shall have the meaning assigned to such term
in Section 2.05(b).

      "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative Questionnaire
in the form of Exhibit A, or such other form as may be supplied from time to
time by the Administrative Agent.

      "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; provided, however, that for purposes of Section 6.07, the term
"Affiliate" shall also include any person that directly or indirectly owns more
than 5% of any class of Equity Interests of the person specified or that is an
officer or director of the person specified.

      "AGGREGATE REVOLVING CREDIT EXPOSURE" shall mean the aggregate amount of
the Lenders' Revolving Credit Exposures.

      "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the rate that is 1/2 of 1% in excess of
the Federal Funds Effective Rate in effect on such day. If the Administrative
Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate
for any reason, including the inability or failure of the Administrative Agent
to obtain sufficient quotations in accordance with the terms of the definition
thereof, the Alternate Base Rate shall be determined without regard to clause
(b) of the preceding sentence until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

      "APPLICABLE PERCENTAGE" shall mean, for any day, (a) with respect to any
Eurodollar Term Loan, 1.50%, (b) with respect to any ABR Term Loan, 0.50%, and
(c) with respect to any Eurodollar Revolving Loan or ABR Revolving Loan, as the
case may be, the applicable percentage set forth below under the caption
"Eurodollar Spread-Revolving Loans" or "ABR Spread-Revolving Loans", as the case
may be, based upon the Leverage Ratio as of the relevant date of determination:

<PAGE>

                                                                               3

<TABLE>
<CAPTION>
                                            Eurodollar Spread-             ABR Spread-
                                             Revolving Loans             Revolving Loans
                                            ------------------           ---------------
<S>                                         <C>                          <C>
Category 1                                         2.00%                      1.00%

Equal to or greater than 2.0 to 1.0

Category 2                                         1.75%                      0.75%

Equal to or greater than 1.0 to 1.0,
 but less than 2.0 to 1.0

Category 3                                         1.50%                      0.50%

Less than 1.0 to 1.0
</TABLE>

Each change in the Applicable Percentage resulting from a change in the Leverage
Ratio shall be effective with respect to all Loans and Letters of Credit
outstanding on and after the date of delivery to the Administrative Agent of the
financial statements and certificates required by Section 5.04(a) or (b) and
Section 5.04(c), respectively, indicating such change until the date immediately
preceding the next date of delivery of such financial statements and
certificates indicating another such change. Notwithstanding the foregoing, (a)
until the Borrower shall have delivered the financial statements and
certificates required by Section 5.04(b) and Section 5.04(c), respectively, for
the fiscal quarter ended September 30, 2005, the Leverage Ratio shall be deemed
to be in Category 2 for purposes of determining the Applicable Percentage, (b)
at any time during which the Borrower has failed to deliver the financial
statements and certificates required by Section 5.04(a) or (b) and Section
5.04(c), respectively, the Leverage Ratio shall be deemed to be in Category 2
for purposes of determining the Applicable Percentage (unless the Leverage Ratio
in effect immediately prior to such failure was in Category 1, in which case the
Leverage Ratio shall remain in Category 1 until delivery of such financial
statements and certificate) and (c) at any time after the occurrence and during
the continuance of an Event of Default, the Leverage Ratio shall be deemed to be
in Category 1 for purposes of determining the Applicable Percentage.

      "ASSET SALE" shall mean the sale, transfer or other disposition (by way of
merger or otherwise and including by way of casualty, condemnation or sale and
leaseback) by Holdings, the Borrower or any of the Subsidiaries to any person
other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests
of any of the Subsidiaries (other than directors' and national citizen
qualifying shares and Equity Interests issued to Holdings, the Borrower or any
other Subsidiary) or (b) any other assets of Holdings, the Borrower or any of
the Subsidiaries (other than (i) inventory, excess, uneconomical, damaged,
obsolete or worn out assets, scrap and Cash Equivalents, in each case disposed
of in the ordinary course of business, (ii) dispositions consisting of Dividends
with respect to Equity Interests permitted by Section 6.06, (iii) equipment
traded in for

<PAGE>

                                                                               4

equipment with a substantially equal or greater value or (iv) dispositions
between or among Foreign Subsidiaries), provided that any asset sale or series
of related asset sales described in clause (b) above having a value not in
excess of $500,000, shall be deemed not to constitute an "Asset Sale" for
purposes of this Agreement.

      "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B, or such other form as shall be approved by the
Administrative Agent.

      "BELGIAN SUBSIDIARY" shall mean AMI Semiconductor Belgium BVBA, a company
incorporated under the laws of Belgium and an indirect Wholly Owned Subsidiary
of the Borrower.

      "BOARD" shall mean the Board of Governors of the Federal Reserve System of
the United States of America.

      "BORROWER'S PORTION OF EXCESS CASH FLOW" shall mean, at any date of
determination, an amount equal to (a) the sum of (i) $38,000,000 and (ii) 50% of
the cumulative amount of Excess Cash Flow for each completed fiscal year
commencing on or after January 1, 2005, and ending prior to the date of
determination, minus (b) the cumulative amount that has been utilized after the
Closing Date and on or prior to the date of determination (i) to make Permitted
Acquisitions pursuant to Section 6.04(m) and clause (iii)(y)(II) of clause (b)
of the proviso to the definition of "Permitted Acquisition" or (ii) to make
investments pursuant to clause (ii) of Section 6.04(o).

      "BORROWING" shall mean Loans of the same Class and Type made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

      "BORROWING REQUEST" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

      "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the term
"BUSINESS DAY" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

      "CAPITAL EXPENDITURES" shall mean, with respect to any person, all
expenditures by such person that should be capitalized in accordance with GAAP,
including all such expenditures with respect to fixed or capital assets
(including expenditures for maintenance and repairs that should be capitalized
in accordance with GAAP) and the amount of Capital Lease Obligations incurred by
such person; provided, however, that the following shall in any event be
excluded from the definition of Capital Expenditures: (a) any expenditures
constituting the reinvestment of proceeds from Asset Sales and other

<PAGE>

                                                                               5

sales of equipment or other productive assets of the Borrower and its
Subsidiaries, so long as such expenditures are made within 330 days of the
receipt of such proceeds, (b) any expenditures made by the Borrower or any of
its Subsidiaries to acquire in a Permitted Acquisition the business, property or
assets of any person, or the Equity Interests of any person that, as a result of
such acquisition, becomes a Subsidiary of the Borrower and (c) any expenditures
funded with the proceeds of the issuance or other disposition of Other Permitted
Subordinated Debt, so long as such expenditures are made within 365 days of the
receipt of such proceeds.

      "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

      "CASH EQUIVALENTS" shall mean, as to any person, (a) 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 one
year from the date of acquisition by such person, (b) time deposits and
certificates of deposit of any Lender or any commercial bank having, or which is
the principal banking subsidiary of a bank holding company organized under the
laws of the United States, any State thereof or the District of Columbia having,
capital, surplus and undivided profits aggregating in excess of $500,000,000
(each Lender and each such commercial bank being herein referred to as a "CASH
EQUIVALENT BANK"), with maturities of not more than one year from the date of
acquisition by such person, (c) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (a)
above entered into with any Cash Equivalent Bank, (d) commercial paper issued by
any person incorporated in the United States rated at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's,
and in each case maturing not more than one year after the date of acquisition
by such person, (e) investments in money market funds substantially all of whose
assets are comprised of securities of the types described in clauses (a) through
(d) above, (f) Eurodollar time deposits having a maturity of less than one year
purchased directly from any Cash Equivalent Bank (provided such deposit is with
such Cash Equivalent Bank or any other Cash Equivalent Bank), (g) demand deposit
accounts maintained in the ordinary course of business, (h) investments in
so-called "auction rate" securities rated AAA or higher by S&P or Aaa or higher
by Moody's and which have a reset date not more than 90 days from the date of
acquisition thereof and (i) other short-term investments utilized by Foreign
Subsidiaries in accordance with normal investment practices for cash management
in investments of a type and with financial institutions analogous to the
foregoing.

      A "CHANGE IN CONTROL" shall be deemed to have occurred if (a) Holdings
shall at any time cease to own 100% of the capital stock of the Borrower, (b) at
any time, a "Change of Control" shall have occurred under and as defined in any
indenture or other

<PAGE>

                                                                               6

agreement pursuant to which Material Indebtedness of Holdings or the Borrower is
outstanding, (c) at any time any "Person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding the Permitted Holders,
is or shall become the "beneficial owner" (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the
outstanding Voting Stock, or (d) at any time the Board of Directors of Holdings
shall cease to consist of a majority of Continuing Directors. Notwithstanding
the foregoing, a transaction in which any Equity Interest or Voting Stock is
ultimately transferred to a person otherwise permitted to hold such Equity
Interest or Voting Stock pursuant to this definition shall not constitute a
"Change in Control" solely as a result of such Equity Interest or Voting Stock
being held momentarily by a person not permitted to hold such Equity Interest or
Voting Stock pursuant to this definition in the course of a multiple-step
transaction in which all the steps occur substantially simultaneously (or which
occur over such longer period as may be consented to by the Administrative
Agent).

      "CLASS", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans or Swingline Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Credit Commitment, a Term Loan
Commitment or Swingline Commitment.

      "CLOSING DATE" shall mean April 1, 2005.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

      "COLLATERAL" shall mean all the "Collateral" as defined in any Security
Document and shall also include the Mortgaged Properties and the Foreign Pledged
Collateral.

      "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Term Loan Commitment and Swingline Commitment.

      "COMMITMENT FEE" shall have the meaning assigned to such term in Section
2.05(a).

      "CONSOLIDATED CURRENT ASSETS" shall mean, at any time, the consolidated
current assets (other than cash and Cash Equivalents) of Holdings and its
consolidated Subsidiaries at such time determined in accordance with GAAP.

      "CONSOLIDATED CURRENT LIABILITIES" shall mean, at any time, the
consolidated current liabilities of Holdings and its consolidated Subsidiaries
at such time (other than, without duplication, (a) the current portion of any
Indebtedness under this Agreement and any other long-term Indebtedness which
would otherwise be included therein, (b) accrued but unpaid interest with
respect to the Indebtedness described in clause (a), and (c) the current portion
of Indebtedness constituting Capital Lease Obligations) determined in accordance
with GAAP.

<PAGE>

                                                                               7

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

      "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness (but including in
any event the then outstanding principal amount of all Loans and all Capital
Lease Obligations and all L/C Exposure) of Holdings and its Subsidiaries on a
consolidated basis as determined in accordance with GAAP.

      "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any period, the
ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest
Expense for such period.

      "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the total
consolidated interest expense of Holdings and its consolidated Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) determined in accordance with GAAP plus, without duplication, the
portion of Capital Lease Obligations of Holdings and its consolidated
Subsidiaries representing the interest factor for such period, but excluding the
amortization of any deferred financing costs incurred in connection with this
Agreement or the entering into of any Interest Rate Protection Agreements in
connection with this Agreement pursuant to Section 6.01(c).

      "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated net
after tax income of Holdings and its consolidated Subsidiaries determined in
accordance with GAAP.

      "CONSOLIDATED OPERATING INCOME" shall mean, for any period, the
Consolidated Net Income for such period, before interest expense and provision
for taxes based on income and without giving effect to (a) any extraordinary
gains or losses, (b) gains or losses from sales of assets other than inventory
sold in the ordinary course of business, (c) foreign currency gains or losses,
(d) noncash restructuring charges, (e) other restructuring charges not to exceed
$10,000,000 in any fiscal year, (f) Transaction Costs, (g) a charge relating to
the premium payable in connection with the Existing Notes Repurchase not to
exceed $35,000,000, (h) aggregate charges relating to the write-off of deferred
financing costs associated with the loans being repaid under the Existing Credit
Agreement and the Existing Notes being purchased in the Existing Notes
Repurchase in an aggregate amount not to exceed $7,500,000 and (i) other
nonrecurring noncash charges.

      "CONSOLIDATED SENIOR INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate Consolidated Indebtedness at such date less, to the
extent included therein, all Existing Notes and Other Permitted Subordinated
Debt outstanding at such date.

<PAGE>

                                                                               8

      "CONTINGENT OBLIGATION" shall mean, as to any person, any obligation of
such person guaranteeing or intended to guarantee any Indebtedness ("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, (a) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (c) 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 (d) 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 and any products warranties 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 less, the maximum amount of such primary obligation for which
such person may be liable pursuant to the terms of the instrument evidencing
such Contingent Obligation) 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 (a) the directors of Holdings on the
Closing Date and (b) each other director, if (i) such director's nomination for
election to the Board of Directors of Holdings is recommended by a majority of
then Continuing Directors or (ii) such director became a director of the Board
of Directors pursuant to, and in accordance with, Section 2.01 or 2.03 of the
Shareholders Agreement.

      "CONTROL" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "CONTROLLING" and "CONTROLLED" shall have meanings correlative
thereto.

      "CREDIT EVENT" shall have the meaning assigned to such term in Section
4.01.

      "CREDIT FACILITIES" shall mean the revolving credit, swingline, letter of
credit and term loan facilities provided for by this Agreement.

      "CVC" shall mean Citigroup Venture Capital Equity Partners, L.P. and its
successors.

      "DEBT TENDER OFFER" shall mean the tender offer and consent solicitation
launched by the Borrower on March 2, 2005, in respect of any and all outstanding
Existing Notes, as such offer and consent solicitation may be amended from time
to time.

<PAGE>

                                                                               9

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

      "DEFAULTING LENDER" shall mean any Revolving Credit Lender that has (a)
defaulted in its obligation to make a Revolving Loan or to fund its
participation in a Letter of Credit or Swingline Loan required to be made or
funded by it hereunder, (b) notified the Administrative Agent or a Loan Party in
writing that it does not intend to satisfy any such obligation or (c) become
insolvent or the assets or management of which has been taken over by any
Governmental Authority.

      "DISQUALIFIED STOCK" shall mean any capital stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (a) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, or
requires the payment of any cash dividend, in each case at any time on or prior
to the first anniversary of the Term Loan Maturity Date, or (b) is convertible
into or exchangeable (unless at the sole option of the issuer thereof) for (i)
debt securities or (ii) any capital stock referred to in (a) above, in each case
at any time prior to the first anniversary of the Term Loan Maturity Date.

      "DIVIDEND" with respect to any person shall mean that such person has
declared or paid a dividend or returned any equity capital to its equity holders
or authorized or made any other distribution, payment or delivery of property
(other than Equity Interests of such person) or cash to its equity holders as
such, or redeemed, retired, purchased or otherwise acquired, directly or
indirectly, for a consideration any shares of any of its capital Equity
Interests outstanding on or after the Closing Date (or any options or warrants
issued by such person with respect to its Equity Interests), 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 of the
Equity Interests of such person outstanding on or after the Closing 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.

      "DOLLARS" or "$" shall mean lawful money of the United States of America.

      "DOMESTIC SUBSIDIARIES" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

      "DOMESTIC WHOLLY OWNED SUBSIDIARY" shall mean any Domestic Subsidiary that
is a Wholly Owned Subsidiary.

<PAGE>

                                                                              10

      "ENVIRONMENT" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

      "ENVIRONMENTAL CLAIM" shall mean any accusation, allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause
of action by, or on behalf of, any Governmental Authority or any person for
damages, injunctive or equitable relief, personal injury (including sickness,
disease or death), Remedial Action costs, tangible or intangible property
damage, natural resource damages, nuisance, pollution, any adverse effect on the
environment caused by any Hazardous Material, or for fines, penalties or
restrictions, in each case, resulting from or based upon (a) the existence, or
the continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases), (b) exposure to any Hazardous Material,
(c) the presence, use, handling, transportation, storage, treatment or disposal
of any Hazardous Material or (d) the violation or alleged violation of any
Environmental Law or Environmental Permit.

      "ENVIRONMENTAL LAW" shall mean any and all applicable present and (except
when referred to in Section 3.17) future treaties, laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in
any way to the environment, preservation or reclamation of natural resources,
the management, Release or threatened Release of any Hazardous Material or to
health and safety matters, including the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et seq. (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42
U.S.C. Sections 6901 et seq., the Federal Water Pollution Control Act, as
amended by the Clean Water Act of 1977, 33 U.S.C. Sections 1251 et seq., the
Clean Air Act of 1970, as amended 42 U.S.C. Sections 7401 et seq., the Toxic
Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq., the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. Sections 651
et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. Sections 11001 et seq., the Safe Drinking Water Act of 1974, as amended,
42 U.S.C. Sections 300(f) et seq., the Hazardous Materials Transportation Act,
49 U.S.C. Sections 5101 et seq., and any similar or implementing state, local or
foreign law, and all amendments or regulations promulgated under any of the
foregoing.

      "ENVIRONMENTAL PERMIT" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.

      "EQUITY INTERESTS" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a person.

<PAGE>

                                                                              11

      "EQUITY ISSUANCE" shall mean any issuance or sale by Holdings, the
Borrower or any of their respective Subsidiaries of any Equity Interests of such
person or any obligations convertible into or exchangeable for, or giving any
person a right, option or warrant to acquire, such Equity Interests or such
convertible or exchangeable obligations, as applicable, except in each case for
(a) any issuance or sale to any Permitted Holder (other than any such person
acting in the capacity of an underwriter or placement agent with regard to such
Equity Issuance), Holdings, the Borrower or any Subsidiary, (b) any issuance or
sale, to the extent the Net Cash Proceeds thereof are used, directly or
indirectly, to finance a Permitted Acquisition, (c) any issuance of directors'
or national citizen qualifying shares, (d) sales or issuances of common stock of
Holdings or options to purchase common stock of Holdings to directors, officers,
other members of management, employees or consultants of Holdings, the Borrower
or any Subsidiary under any employee stock option or stock purchase plan or
employee benefit plan or agreement in existence from time to time, (e) any
issuance pursuant to the exercise of any warrants issued and outstanding on the
Closing Date and (f) any issuance of rights (and the issuance of any preferred
or common shares upon exercise of such rights) pursuant to a stockholder rights
plan that may be in existence from time to time.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

      "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

      "ERISA EVENT" shall mean (a) any "reportable event", as defined in Section
4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Borrower or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any of its
ERISA Affiliates of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)
any Foreign Benefit Event.

<PAGE>

                                                                              12

      "EURODOLLAR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "EVENT OF DEFAULT" shall have the meaning assigned to such term in Article
VII.

      "EXCESS CASH FLOW" shall mean, for any fiscal year of Holdings, the amount
by which (a) the sum, without duplication, of (i) Consolidated EBITDA for such
fiscal year, (ii) extraordinary cash receipts of Holdings and its consolidated
Subsidiaries, if any, during such fiscal year and not included in Consolidated
EBITDA and (iii) reductions to noncash working capital of Holdings and its
consolidated Subsidiaries for such fiscal year (i.e., the decrease, if any, in
Consolidated Current Assets minus Consolidated Current Liabilities from the
beginning to the end of such fiscal year) exceeds (b) the sum, without
duplication, of (i) the amount of any cash income taxes payable by Holdings and
its consolidated Subsidiaries with respect to such fiscal year, (ii) cash
interest paid (net of cash interest received) by Holdings and its consolidated
Subsidiaries during such fiscal year, (iii) Capital Expenditures made in cash
during such fiscal year and cash expenditures in connection with Permitted
Acquisitions during such fiscal year, in each case except to the extent financed
with the proceeds of Indebtedness, Equity Interests or, in the case of Permitted
Acquisitions, the Borrower's Portion of Excess Cash Flow, (iv) permanent
repayments of Indebtedness (and any premium or penalty required to be paid (and
actually paid) in connection with such repayment) made by Holdings and its
consolidated Subsidiaries during such fiscal year, (v) optional and mandatory
prepayments of the principal of Loans during such fiscal year, but only to the
extent that such prepayments by their terms cannot be reborrowed or redrawn and
do not occur in connection with a refinancing of all or any portion of the
Loans, (vi) extraordinary cash expenses and cash restructuring charges
(including the Transaction Costs) paid by Holdings and its consolidated
Subsidiaries, if any, during such fiscal year and not included in Consolidated
EBITDA, (vii) additions to noncash working capital of Holdings and its
consolidated Subsidiaries for such fiscal year (i.e., the increase, if any, in
Consolidated Current Assets minus Consolidated Current Liabilities from the
beginning to the end of such fiscal year) and (viii) cash severance and similar
payments made during such fiscal year, to the extent not deducted in determining
Consolidated EBITDA for such fiscal year.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

      "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under

<PAGE>

                                                                              13

Section 2.21(a)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section 2.20(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.20(a).

      "EXISTING CREDIT AGREEMENT" shall mean the Amended and Restated Credit
Agreement dated as of September 26, 2003, as amended, among the Borrower,
Holdings, the lenders from time to time party thereto and Credit Suisse First
Boston, as administrative agent and collateral agent.

      "EXISTING INDENTURE" shall mean the Indenture dated as of January 29,
2003, among the Borrower, Holdings, certain Subsidiaries from time to time party
thereto and J.P. Morgan Trust Company, N.A., as trustee, as amended from time to
time in accordance with Section 6.10.

      "EXISTING NOTES" shall mean the Borrower's 10 3/4% senior subordinated
notes due 2013 issued under the Existing Indenture.

      "EXISTING NOTES REPURCHASE" shall mean the purchase by the Borrower of all
of the Existing Notes validly tendered and not withdrawn (including any that are
so tendered and not withdrawn after the Closing Date and prior to the Second
Payment Date) in connection with the Debt Tender Offer.

      "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

      "FEE LETTER" shall mean the Fee Letter dated March 2, 2005, among
Holdings, the Borrower, Credit Suisse First Boston and Lehman Commercial Paper
Inc.

      "FEES" shall mean the Commitment Fee, the Administrative Agent Fees, the
L/C Participation Fees and the Issuing Bank Fees.

      "FINANCIAL COVENANTS" shall mean the financial covenants contained in
Sections 6.08 and 6.09.

      "FINANCIAL OFFICER" of any person shall mean the chief financial officer,
principal accounting officer, Treasurer or Controller of such person.

<PAGE>

                                                                              14

      "FOREIGN BENEFIT EVENT" shall mean, with respect to any Foreign Pension
Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, or in excess of the amount that would be
permitted absent a waiver from a Governmental Authority, (b) the failure to make
the required contributions or payments, under any applicable law, on or before
the due date (including any remedial period thereafter) for such contributions
or payments, (c) the receipt of a notice by a Governmental Authority relating to
the intention to terminate any such Foreign Pension Plan or to appoint a trustee
or similar official to administer any such Foreign Pension Plan, or alleging the
insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability
in excess of $10,000,000 (or the equivalent thereof in another currency) by
Holdings or any of its Subsidiaries under applicable law on account of the
complete or partial termination of such Foreign Pension Plan or the complete or
partial withdrawal of any participating employer therein, or (e) the occurrence
of any transaction that is prohibited under any applicable law and could
reasonably be expected to result in the incurrence of any liability by Holdings
or any of its Subsidiaries, or the imposition on Holdings or any of its
Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance
with any applicable law, in each case in excess of $10,000,000 (or the
equivalent thereof in another currency).

      "FOREIGN LENDER" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "FOREIGN PENSION PLAN" shall mean any plan, fund (including any
superannuation fund) or other similar program established or maintained outside
the United States by Holdings or any one or more of its Subsidiaries primarily
for the benefit of employees of Holdings or such Subsidiaries residing outside
the United States, 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 PLEDGE AGREEMENTS" shall mean (a) the Pledge Agreement governed
by the laws of The Netherlands substantially in the form of Exhibit D-1 by AMI
Acquisition LLC and AMI Acquisition II LLC in favor of the Collateral Agent for
the benefit of the Secured Parties, (b) the Chattel Mortgage governed by the
laws of the Philippines substantially in the form of Exhibit D-2 by the Borrower
in favor of the Collateral Agent for the benefit of the Secured Parties, (c) the
Share Mortgage governed by the laws of Hong Kong substantially in the form of
Exhibit D-3 by the Borrower in favor of the Collateral Agent for the benefit of
the Secured Parties, (d) the Pledge Agreement governed by the laws of Germany
substantially in the form of Exhibit D-4 by the Borrower in favor of the
Collateral Agent for the benefit of the Secured Parties and (e) any other local
law agreement granting a security interest in Foreign Pledged Collateral
pursuant to Section 5.11.

<PAGE>

                                                                              15

      "FOREIGN PLEDGED COLLATERAL" shall mean the Equity Interests in Foreign
Subsidiaries pledged by the Borrower or any Domestic Subsidiary under the
Foreign Pledge Agreements; it being understood that (i) neither the Borrower nor
any Domestic Subsidiary shall be required to pledge more than 65% of the voting
stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required
to pledge any Equity Interests of any of its Subsidiaries.

      "FOREIGN SUBSIDIARY" shall mean any Subsidiary that is not a Domestic
Subsidiary.

      "FP" shall mean Francisco Partners, L.P. and its successors.

      "GAAP" shall mean generally accepted accounting principles applied on a
consistent basis.

      "GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

      "GRANTING LENDER" has the meaning specified in Section 9.04(i).

      "GUARANTEE AND COLLATERAL AGREEMENT" shall mean the Guarantee and
Collateral Agreement, substantially in the form of Exhibit E, among the
Borrower, Holdings, the Subsidiaries party thereto and the Collateral Agent for
the benefit of the Secured Parties.

      "GUARANTORS" shall mean Holdings and the Subsidiary Guarantors.

      "HAZARDOUS MATERIALS" shall mean all explosive or radioactive substances
or wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or
gaseous wastes, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls ("PCBS") or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "IMMATERIAL SUBSIDIARY" means, at any time, any Subsidiary that (a) has
assets with an aggregate fair market value less than $1,000,000, (b) has
conducted no business activity within the previous twelve months and (c) has no
outstanding Indebtedness.

      "INCREMENTAL REVOLVING FACILITY AMOUNT" shall mean, at any time, the
excess, if any, of $5,000,000 over the aggregate increase in the Revolving
Credit Commitments established prior to such time pursuant to Section 2.24.

      "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind (other than deposits or advances constituting a portion of
the purchase price for goods to be delivered), (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such person upon which interest charges are customarily paid
(excluding trade accounts payable and accrued obligations incurred in

<PAGE>

                                                                              16

the ordinary course of business), (d) all obligations of such person under
conditional sale or other title retention agreements relating to property or
assets purchased by such person, (e) all obligations of such person issued or
assumed as the deferred purchase price of property or services (excluding trade
accounts payable and accrued obligations incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such person, whether or not the
obligations secured thereby have been assumed, (g) all Contingent Obligations of
such person, (h) all Capital Lease Obligations of such person, (i) all
obligations of such person in respect of interest rate protection agreements,
foreign currency exchange agreements or other interest or exchange rate hedging
arrangements and (j) all obligations of such person as an account party in
respect of letters of credit and bankers' acceptances. The Indebtedness of any
person shall include the Indebtedness of any partnership in which such person is
a general partner.

      "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

      "INDEMNITEE" shall have the meaning assigned to it in Section 9.05(b).

      "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Loan
(including any Swingline Loan), the last Business Day of each March, June,
September and December, and (b) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurodollar Borrowing with an Interest Period of more
than three months' duration, each day that would have been an Interest Payment
Date had successive Interest Periods of three months' duration been applicable
to such Borrowing.

      "INTEREST PERIOD" shall mean, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter,
as the Borrower may elect; provided, however, that if any Interest Period would
end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day. Interest shall accrue from and including
the first day of an Interest Period to but excluding the last day of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

      "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
similar agreement or arrangement designed to protect Holdings or any of its
Subsidiaries against fluctuations in interest rates, and not entered into for
speculation.

<PAGE>

                                                                              17

      "ISSUING BANK" shall mean, as the context may require, (a) Credit Suisse
First Boston, with respect to Letters of Credit issued by it, (b) Bank of
America, N.A., with respect to Letters of Credit issued by it, (c) any other
Lender that may become an Issuing Bank pursuant to Section 2.23(i) or (k), with
respect to Letters of Credit issued by such Lender, or (d) collectively, all the
foregoing.

      "ISSUING BANK FEES" shall have the meaning assigned to such term in
Section 2.05(c).

      "JOINT VENTURE" shall mean any person in which Holdings, the Borrower and
its Subsidiaries own, directly or indirectly, at least 20% but 50% or less of
the equity interests.

      "L/C COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.23.

      "L/C DISBURSEMENT" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

      "L/C EXPOSURE" shall mean at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
principal amount of all L/C Disbursements that have not yet been reimbursed at
such time. The L/C Exposure of any Revolving Credit Lender at any time shall
mean its Pro Rata Percentage of the aggregate L/C Exposure at such time.

      "L/C PARTICIPATION FEE" shall have the meaning assigned to such term in
Section 2.05(c).

      "LENDERS" shall mean (a) the persons listed on Schedule 2.01 (other than
any such person that has ceased to be a party hereto pursuant to an Assignment
and Acceptance) and (b) any person that has become a party hereto pursuant to an
Assignment and Acceptance. Unless the context clearly indicates otherwise, the
term "Lenders" shall include the Swingline Lender.

      "LETTER OF CREDIT" shall mean any letter of credit issued pursuant to
Section 2.23.

      "LEVERAGE RATIO" shall mean, at any date of determination, the ratio of
Consolidated Indebtedness on such date to Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower most recently ended as of such
date.

      "LIBO RATE" shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of the relevant Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in dollars
(as set forth by the Bloomberg Information Service or any successor thereto or
any other service selected by the Administrative Agent which has been nominated
by the British Bankers' Association

<PAGE>

                                                                              18

as an authorized information vendor for the purpose of displaying such rates)
for a period equal to such Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the "LIBO Rate" shall be the interest rate per annum determined by
the Administrative Agent to be the average of the rates per annum at which
deposits in dollars are offered for such relevant Interest Period to major banks
in the London interbank market in London, England by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period.

      "LIEN" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

      "LOAN DOCUMENTS" shall mean this Agreement, the Letters of Credit, the
Security Documents and the promissory notes, if any, executed and delivered
pursuant to Section 2.04(e).

      "LOAN PARTIES" shall mean the Borrower and the Guarantors.

      "LOANS" shall mean the Revolving Loans, the Term Loans and the Swingline
Loans.

      "MARGIN STOCK" shall have the meaning assigned to such term in Regulation
U.

      "MATERIAL ADVERSE EFFECT" shall mean a (a) materially adverse effect on
the business, results of operations, prospects or financial condition of
Holdings and its Subsidiaries, taken as a whole, (b) material impairment of the
ability of the Loan Parties to perform any of their obligations under the Loan
Documents or (c) material impairment of the rights of or benefits available to
the Lenders or the Collateral Agent under any Loan Document.

      "MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Interest Rate
Protection Agreements or Other Hedging Agreements, of any one or more of
Holdings, the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $10,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of Holdings, the Borrower or any
Subsidiary in respect of any Interest Rate Protection Agreement or Other Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that Holdings, the Borrower or such Subsidiary would be
required to pay if such hedging agreement were terminated at such time.

      "MOODY'S" shall mean Moody's Investors Service, Inc., or any successor
thereto.

<PAGE>

                                                                              19

      "MORTGAGED PROPERTIES" shall mean, initially, the owned real properties of
the Loan Parties specified on Schedule 1.01(a), and shall include each other
parcel of owned real property and improvements thereto with respect to which a
Mortgage is granted pursuant to Section 5.11.

      "MORTGAGES" shall mean the mortgages, deeds of trust, assignments of
leases and rents, modifications and other security documents delivered in
respect of any Mortgaged Property pursuant to clause (i) of Section 4.02(h) or
pursuant to Section 5.11.

      "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "NET CASH PROCEEDS" shall mean (a) with respect to any Asset Sale, the
cash proceeds thereof (including cash proceeds subsequently received (but only
as and when received) in respect of noncash consideration initially received),
net of (i) selling expenses (including reasonable broker's fees or commissions,
legal fees, transfer and similar taxes and Holdings' good faith estimate of
income taxes paid or payable in connection with such sale), (ii) amounts
provided as a reserve, in accordance with GAAP, against any liabilities under
any indemnification obligations associated with such Asset Sale (provided that,
to the extent and at the time any such amounts are released from such reserve,
such amounts shall constitute Net Cash Proceeds), (iii) Holdings' good faith
estimate of payments required to be made with respect to unassumed liabilities
relating to the assets sold within 90 days of such Asset Sale (provided that, to
the extent such cash proceeds are not used to make payments in respect of such
unassumed liabilities within 90 days of such Asset Sale, such cash proceeds
shall constitute Net Cash Proceeds) and (iv) the principal amount, premium or
penalty, if any, interest and other amounts on any Indebtedness for borrowed
money which is secured by the asset sold in such Asset Sale and which is repaid
with such proceeds (other than any such Indebtedness assumed by the purchaser of
such asset), (b) with respect to any issuance or disposition of Indebtedness,
the cash proceeds thereof, net of all taxes and customary fees, commissions,
costs and other expenses incurred in connection therewith and (c) with respect
to any Equity Issuance, the cash proceeds thereof, net of all customary fees,
commissions, costs and other expenses incurred in connection therewith.

      "OBLIGATIONS" shall mean all obligations defined as "Obligations" in the
Guarantee and Collateral Agreement and the other Security Documents.

      "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 or
commodity values.

      "OTHER PERMITTED SUBORDINATED DEBT" shall mean unsecured subordinated
Indebtedness of Holdings or the Borrower that (a) is not guaranteed by any
Subsidiary other than a Subsidiary Guarantor (on a subordinated basis, as
provided below), (b) does not mature or amortize or require any payment of
principal, and is not subject to any

<PAGE>

                                                                              20

sinking fund requirement, prior to the first anniversary of the Term Loan
Maturity Date (other than pursuant to an unscheduled prepayment obligation), (c)
is not convertible into or exchangeable into any Indebtedness (other than Other
Permitted Subordinated Debt exchanged therefor pursuant to a registered exchange
offer) or Equity Interest other than Qualified Capital Stock and (d) is
subordinated to the Obligations on terms customary in the high yield debt market
at the time of the incurrence thereof.

      "OTHER TAXES" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

      "PERFECTION CERTIFICATE" shall mean the Perfection Certificate
substantially in the form of Exhibit B to the Guarantee and Collateral
Agreement.

      "PERMITTED ACQUISITION" shall mean the acquisition by the Borrower or a
Wholly Owned Subsidiary of 100% of the Equity Interests of, or all or
substantially all the assets of, a person or line of business of such person
(referred to herein as the "ACQUIRED ENTITY"); provided that (a) the Acquired
Entity shall be a going concern and shall be in a similar line of business as
that of the Borrower and its Subsidiaries as conducted during the current and
most recent calendar year and (b) at the time of such transaction and after
giving effect thereto, (i) no Event of Default or Default shall have occurred
and be continuing or shall exist, (ii) Holdings and the Borrower are in Pro
Forma Compliance and (iii) the aggregate consideration for all such acquisitions
consummated on or after the Closing Date (except to the extent the consideration
therefor consists of Equity Interests of Holdings, or is financed, directly or
indirectly, with the proceeds of the issuance or sale of Equity Interests of
Holdings (in each case, other than Disqualified Stock)), shall not exceed (x)
$100,000,000 for acquisitions financed with the proceeds of the issuance or
other disposition of Other Permitted Subordinated Debt (provided that,
immediately after giving effect to any acquisition effected pursuant to this
clause (x), there is at least $50,000,000 of unused Revolving Credit
Commitments) and (y) for all other acquisitions, the sum of (I) $25,000,000 and
(II) the Borrower's Portion of Excess Cash Flow.

      "PERMITTED HOLDERS" shall mean (a)(i) FP, any FP fund or co-investment
partnership, (ii) any general or limited partner of any FP fund or co-investment
partnership (collectively, an "FP PARTNER"), and any corporation, partnership or
other entity that is an Affiliate of any FP Partner (collectively, "FP
AFFILIATES"), (iii) any managing director, general partner, director, limited
partner, officer or employee of an FP fund, any FP Partner or any FP Affiliate,
or any spouse, lineal descendant, sibling, parent, heir, executor,
administrator, testamentary trustee, legatee or beneficiary of any of the
foregoing persons described in this clause (iii) (collectively, "FP ASSOCIATES")
and (iv) any trust, the beneficiaries of which, any charitable trust, the
grantor of which, or any corporation, limited liability company or partnership,
the stockholders, members or

<PAGE>

                                                                              21

general or limited partners of which include only FP, FP Partners, FP
Affiliates, FP Associates, their spouses or their lineal descendants; (b)(i)
CVC, CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC, Natasha Foundation,
Citicorp Venture Capital Ltd., any CVC fund or co-investment partnership,
Citigroup Inc. ("CITIGROUP"), any affiliate of Citigroup or any general or
limited partner of any CVC fund or co-investment partnership (collectively, a
"CVC PARTNER"), and any corporation, partnership or other entity that is an
Affiliate of Citigroup or any CVC Partner (collectively, "CVC AFFILIATES"), (ii)
any managing director, general partner, director, limited partner, officer or
employee of any CVC fund, any CVC Partner or any CVC Affiliate, or any spouse,
lineal descendant, sibling, parent, heir, executor, administrator, testamentary
trustee, legatee or beneficiary of any of the foregoing persons described in
this clause (ii) (collectively, "CVC ASSOCIATES") and (iii) any trust, the
beneficiaries of which, any charitable trust, the grantor of which, or any
corporation, limited liability company or partnership, the stockholders, members
or general or limited partners of which include only CVC, CVC Partners, CVC
Affiliates, CVC Associates, their spouses or their lineal descendants; and (c)
officers and directors of the Borrower on the Closing Date.

      "PERSON" shall mean any natural person, corporation, business trust, joint
venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof.

      "PLAN" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

      "PRIME RATE" shall mean the rate of interest per annum determined from
time to time by the Administrative Agent as its prime rate in effect at its
principal office in New York City and applicable generally to its customers;
each change in the Prime Rate shall be effective on the date the Borrower is
notified thereof by the Administrative Agent.

      "PRO FORMA BASIS" shall mean, with respect to compliance with any test or
covenant hereunder, compliance with such covenant or test after giving effect to
any proposed Permitted Acquisition (including pro forma adjustments arising out
of events which are directly attributable to the proposed Permitted Acquisition,
are factually supportable and are expected to have a continuing impact, in each
case determined on a basis consistent with Article 11 of Regulation S-X of the
Securities Act and as interpreted by the Staff of the Securities and Exchange
Commission which (to the extent consistent therewith) may include cost savings
resulting from head count reductions, closure of facilities and similar
restructuring charges or integration activities or other adjustments certified
by a Financial Officer of the Borrower, together with such other pro forma
adjustments certified by a Financial Officer of the Borrower as being reasonable
and having been made in good faith as may be reasonably acceptable to the
Administrative Agent) using, for purposes of determining such compliance, the
historical financial statements of all entities or assets so acquired or to be
acquired and the consolidated

<PAGE>

                                                                              22

financial statements of Holdings and its Subsidiaries which shall be
reformulated as if such Permitted Acquisition, and any other Permitted
Acquisitions that have been consummated during the period, and any Indebtedness
or other liabilities incurred in connection with any such Permitted Acquisitions
had been consummated at the beginning of such period and assuming that such
Indebtedness bears interest during any portion of the applicable measurement
period prior to the relevant acquisition at the weighted average of the interest
rates applicable to outstanding Loans during such period.

      "PRO FORMA COMPLIANCE" shall mean, at any date of determination, that
Holdings and the Borrower shall be in pro forma compliance with the Financial
Covenants as of the last day of the most recent fiscal quarter-end (computed on
the basis of (a) balance sheet amounts as of the most recently completed fiscal
quarter, and (b) income statement amounts for the most recently completed period
of four consecutive fiscal quarters, in each case, for which financial
statements shall have been delivered to the Administrative Agent and calculated
on a Pro Forma Basis in respect of the event giving rise to such determination).

      "PRO RATA PERCENTAGE" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment. In the event the Revolving Credit
Commitments shall have expired or been terminated, the Pro Rata Percentages
shall be determined on the basis of the Revolving Credit Commitments most
recently in effect, giving effect to any subsequent assignments.

      "PROPERTIES" shall have the meaning given such term in Section 3.17.

      "QUALIFIED CAPITAL STOCK" of any person shall mean any capital stock of
such person that is not Disqualified Stock.

      "RECAPITALIZATION AGREEMENT" shall mean the Agreement and Plan of Merger
and Recapitalization, dated as of December 5, 2000, as amended as of December
21, 2000, by and among FP-McCartney, LLC, a Delaware limited liability company,
TBW LLC, a Delaware limited liability company, Japan Energy Corporation, a
corporation organized under the laws of Japan, GA-TEK Inc., an Ohio corporation,
Holdings, AMI Merger Company, Inc. and AMI Spinco, Inc.

      "REGISTER" shall have the meaning given such term in Section 9.04(d).

      "REGULATION T" shall mean Regulation T of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "REGULATION U" shall mean Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "REGULATION X" shall mean Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

<PAGE>

                                                                              23

      "RELATED FUND" shall mean, with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is advised
or managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

      "RELATED PARTIES" shall mean, with respect to any specified person, such
person's Affiliates and the respective directors, officers, employees, agents
and advisors of such person and such person's Affiliates.

      "RELEASE" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the environment.

      "REMEDIAL ACTION" shall mean (a) "remedial action" as such term is defined
in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority to: (i) clean up, remove, treat, abate or in any other
way address any Hazardous Material in the environment; (ii) prevent the Release
or threat of Release, or minimize the further Release of any Hazardous Material
so it does not migrate or endanger or threaten to endanger public health,
welfare or the environment; or (iii) perform studies and investigations in
connection with, or as a precondition to, (i) or (ii) above.

      "REQUIRED LENDERS" shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused
Revolving Credit Commitments and Term Loan Commitments representing more than
50% of the sum of all Loans (excluding Swingline Loans) outstanding, L/C
Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term
Loan Commitments at such time; provided that the Revolving Loans, L/C Exposure,
Swingline Exposure and unused Revolving Credit Commitments of any Defaulting
Lender shall be disregarded in the determination of the Required Lenders at any
time.

      "RESPONSIBLE OFFICER" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person in
respect of this Agreement.

      "REVOLVING CREDIT BORROWING" shall mean a Borrowing comprised of Revolving
Loans.

      "REVOLVING CREDIT COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Credit Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09, (b) increased from time to
time pursuant to Section 2.24 and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04.

<PAGE>

                                                                              24

      "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, plus the aggregate amount at such time of such Lender's
L/C Exposure plus the aggregate amount at such time of such Lender's Swingline
Exposure.

      "REVOLVING CREDIT LENDER" shall mean a Lender with a Revolving Credit
Commitment or outstanding Revolving Credit Exposure.

      "REVOLVING CREDIT MATURITY DATE" shall mean April 1, 2010.

      "REVOLVING LOANS" shall mean the revolving loans made by the Lenders to
the Borrower pursuant to clause (b) of Section 2.01. Each Revolving Loan shall
be a Eurodollar Revolving Loan or an ABR Revolving Loan.

      "SECOND PAYMENT DATE" shall mean April 7, 2005, or such later date that
may be established for payment of Existing Notes tendered after the Closing Date
in connection with the Debt Tender Offer.

      "SECURED PARTIES" shall have the meaning assigned to such term in the
Guarantee and Collateral Agreement.

      "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

      "SECURITY DOCUMENTS" shall mean the Mortgages, the Guarantee and
Collateral Agreement, the Foreign Pledge Agreements and each of the security
agreements, mortgages and other instruments and documents executed and delivered
pursuant to any of the foregoing or pursuant to Section 5.11.

      "SENIOR LEVERAGE RATIO" shall mean, at any date of determination, the
ratio of Consolidated Senior Indebtedness on such date to Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Borrower most recently
ended as of such date.

      "SHAREHOLDERS AGREEMENT" shall mean the First Amended and Restated
Shareholders' Agreement dated as of September 26, 2003, as amended from time to
time, by and among Holdings, FP-McCartney, L.L.C., CVC, CVC/SSB Employee Fund,
L.P., CVC Executive Fund LLC, Natasha Foundation, Japan Energy Electronic
Materials, Inc., Merchant Capital, Inc., Thomas E. Epley and such persons that
shall from time to time sign joinder agreements to such Shareholders' Agreement.

      "SPC" has the meaning specified in Section 9.04(i).

      "S&P" shall mean Standard & Poor's Ratings Service, or any successor
thereto.

      "STATUTORY RESERVES" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the

<PAGE>

                                                                              25

Board and any other banking authority, domestic or foreign, to which the
Administrative Agent or any Lender (including any branch, Affiliate, or other
fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. Eurodollar Loans
shall be deemed to constitute Eurocurrency Liabilities and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such
Regulation D. Statutory Reserves shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.

      "SUBSIDIARY" shall mean, with respect to any person (herein referred to as
the "PARENT"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, Controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

      "SUBSIDIARY" shall mean any subsidiary of Holdings or the Borrower.

      "SUBSIDIARY GUARANTOR" shall mean each Subsidiary listed on Schedule
1.01(b), and each other Domestic Subsidiary of the Borrower that is or becomes a
party to the Guarantee and Collateral Agreement.

      "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline Lender
to make loans pursuant to Section 2.22, as the same may be reduced from time to
time pursuant to Section 2.09 or Section 2.22.

      "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal amount
at such time of all outstanding Swingline Loans. The Swingline Exposure of any
Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.

      "SWINGLINE LENDER" shall mean Credit Suisse First Boston, acting through
any of its Affiliates or branches, in its capacity as lender of Swingline Loans.

      "SWINGLINE LOAN" shall mean any loan made by the Swingline Lender pursuant
to Section 2.22.

      "TAXES" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

      "TAX SHARING AGREEMENT" means any tax sharing agreement between the
Borrower and Holdings or any other person pursuant to which the Borrower is
required to, or is permitted to, file a consolidated tax return or pursuant to
which the Borrower is or could be part of a consolidated group for tax purposes.

<PAGE>

                                                                              26

      "TERM BORROWING" shall mean a Borrowing comprised of Term Loans.

      "TERM LENDER" shall mean a Lender with a Term Loan Commitment or an
outstanding Term Loan.

      "TERM LOAN COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender to make Term Loans hereunder as set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed
its Term Loan Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04.

      "TERM LOAN MATURITY DATE" shall mean April 1, 2012.

      "TERM LOAN REPAYMENT DATE" shall have the meaning assigned to such term in
Section 2.11(a).

      "TERM LOANS" shall mean the term loans made by the Term Lenders to the
Borrower pursuant to clause (a) of Section 2.01. Each Term Loan shall be either
a Eurodollar Term Loan or an ABR Term Loan.

      "TOTAL REVOLVING CREDIT COMMITMENT" shall mean, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time. The
initial Total Revolving Credit Commitment is $90,000,000.

      "TRANSACTION COSTS" shall have the meaning assigned to such term in the
preamble to this Agreement.

      "TRANSACTIONS" shall mean, collectively, (a) the execution, delivery and
performance by the Loan Parties of the Loan Documents to which they are a party
and the making of the Borrowings hereunder, (b) the repayment of all amounts due
or outstanding under, and the termination of, the Existing Credit Agreement, (c)
the making of the Debt Tender Offer, the consummation of the Existing Notes
Repurchase and, if not all the outstanding Existing Notes are so purchased, the
modification of the Existing Indenture pursuant to the Debt Tender Offer and (d)
the payment of all Transaction Costs to be paid on or prior to the Closing Date
and owing in connection with the foregoing.

      "TYPE", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing is determined. For purposes hereof, the term "RATE" shall include the
Adjusted LIBO Rate and the Alternate Base Rate.

      "USA PATRIOT ACT" shall mean The Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

<PAGE>

                                                                              27

      "VOTING STOCK" shall mean any class or classes of, or any securities or
instruments convertible into any class or classes of, capital stock of Holdings
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the Board of Directors of
Holdings.

      "WHOLLY OWNED SUBSIDIARY" shall mean, as to any person, (a) any
corporation 100% of whose capital stock (other than director's and national
citizen qualifying shares) is at the time owned by such person and/or one or
more Wholly Owned Subsidiaries of such person and (b) any partnership,
association, joint venture, limited liability company or other entity in which
such person and/or one or more Wholly Owned Subsidiaries of such person has a
100% equity interest (other than with respect to director's and national citizen
qualifying equity interests) at such time.

      "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall"; and
the words "asset" and "property" shall be construed as having the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article
VI or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

      SECTION 1.03. PRO FORMA CALCULATIONS. With respect to any period during
which any Permitted Acquisition occurs as permitted pursuant to the terms
hereof, for purposes of determining compliance or Pro Forma Compliance with the
Financial

<PAGE>

                                                                              28

Covenants, Consolidated EBITDA and Consolidated Interest Expense shall be
calculated with respect to such periods and such Permitted Acquisition on a Pro
Forma Basis.

      SECTION 1.04. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar
Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

      SECTION 1.05. DESIGNATION OF OBLIGATIONS. The Loans and other Obligations
hereunder have been designated as "Designated Senior Indebtedness" for all
purposes of the Existing Notes and the Existing Indenture, and shall be so
designated in any indenture or other definitive documentation for any Other
Permitted Subordinated Debt.

                                   ARTICLE II

                                   THE CREDITS

      SECTION 2.01. COMMITMENTS. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Lender agrees,
severally and not jointly, (a) to make a Term Loan to the Borrower on the
Closing Date in a principal amount not to exceed its Term Loan Commitment, and
(b) to make Revolving Loans to the Borrower, at any time and from time to time
on or after the Business Day following the Closing Date, and until the earlier
of the Revolving Credit Maturity Date and the termination of the Commitment of
such Lender in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in such Lender's Revolving
Credit Exposure exceeding such Lender's Revolving Credit Commitment. Within the
limits set forth in clause (b) of the preceding sentence and subject to the
terms, conditions and limitations set forth herein, the Borrower may borrow, pay
or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of
Term Loans may not be reborrowed.

      SECTION 2.02. LOANS. (a) Each Loan (other than Swingline Loans) shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable Commitments; provided, however, that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising
any Borrowing shall be in an aggregate principal amount that is (i) an integral
multiple of $1,000,000 and not less than $3,000,000 or (ii) equal to the
remaining available balance of the applicable Commitments.

<PAGE>

                                                                              29

      (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to Section 2.03. Each Lender may at its option make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than 8 Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

      (c) Except with respect to Loans made pursuant to Section 2.02(f), each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 1:00 p.m.,
New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account as directed by the Borrower in the applicable
Borrowing Request or, if a Borrowing shall not occur on such date because any
condition precedent herein specified shall not have been met, return the amounts
so received to the respective Lenders.

      (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

      (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Revolving Credit
Maturity Date.

      (f) If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.23(e) within the time specified in such
Section, the

<PAGE>

                                                                              30

Issuing Bank will promptly notify the Administrative Agent of the L/C
Disbursement and the Administrative Agent will promptly notify each Revolving
Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each
Revolving Credit Lender shall pay by wire transfer of immediately available
funds to the Administrative Agent not later than 2:00 p.m., New York City time,
on such date (or, if such Revolving Credit Lender shall have received such
notice later than 12:00 (noon), New York City time, on any day, not later than
10:00 a.m., New York City time, on the immediately following Business Day), an
amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it
being understood that (i) if the conditions precedent to borrowing set forth in
Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to
constitute an ABR Revolving Loan of such Lender and, to the extent of such
payment, the obligations of the Borrower in respect of such L/C Disbursement
shall be discharged and replaced with the resulting ABR Revolving Credit
Borrowing, and (ii) if such conditions precedent to borrowing have not been
satisfied, then any such amount paid by any Revolving Credit Lender shall not
constitute a Loan and shall not relieve the Borrower from its obligation to
reimburse such L/C Disbursement), and the Administrative Agent will promptly pay
to the Issuing Bank amounts so received by it from the Revolving Credit Lenders.
The Administrative Agent will promptly pay to the Issuing Bank any amounts
received by it from the Borrower pursuant to Section 2.23(e) prior to the time
that any Revolving Credit Lender makes any payment pursuant to this paragraph
(f); any such amounts received by the Administrative Agent thereafter will be
promptly remitted by the Administrative Agent to the Revolving Credit Lenders
that shall have made such payments and to the Issuing Bank, as their interests
may appear. If any Revolving Credit Lender shall not have made its Pro Rata
Percentage of such L/C Disbursement available to the Administrative Agent as
provided above, such Lender and the Borrower severally agree to pay interest on
such amount, for each day from and including the date such amount is required to
be paid in accordance with this paragraph to but excluding the date such amount
is paid, to the Administrative Agent for the account of the Issuing Bank at (i)
in the case of the Borrower, a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case
of such Lender, for the first such day, the Federal Funds Effective Rate, and
for each day thereafter, the Alternate Base Rate.

      SECTION 2.03. BORROWING PROCEDURE. In order to request a Borrowing (other
than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as to
which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax
to the Administrative Agent a duly completed Borrowing Request (a) in the case
of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the day of a
proposed Borrowing (or, with respect to the Borrowing of Term Loans of any Type
on the Closing Date, such shorter notice as is reasonably acceptable to the
Administrative Agent). Each Borrowing Request shall be irrevocable (other than
any Borrowing Request with respect to the Borrowing of Term Loans on the Closing
Date), shall be signed by or on behalf of the Borrower and shall specify the
following information: (i) whether the Borrowing then being requested is to be a
Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to
be a

<PAGE>

                                                                              31

Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
shall be a Business Day), (iii) the number and location of the account to which
funds are to be disbursed (which shall be an account that complies with the
requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect
thereto; provided, however, that, notwithstanding any contrary specification in
any Borrowing Request, each requested Borrowing shall comply with the
requirements set forth in Section 2.02. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. The Administrative Agent
shall promptly advise the applicable Lenders of any notice given pursuant to
this Section 2.03 (and the contents thereof), and of each Lender's portion of
the requested Borrowing.

      SECTION 2.04. EVIDENCE OF DEBT; REPAYMENT OF LOANS. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent (i) for the
account of each Term Lender, the principal amount of each Term Loan of such Term
Lender as provided in Section 2.11 and (ii) for the account of each Revolving
Credit Lender, the then unpaid principal amount of each Revolving Loan of such
Revolving Credit Lender on the Revolving Credit Maturity Date. The Borrower
hereby unconditionally promises to pay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the Revolving Credit Maturity Date.

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.

      (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower or any Guarantor and each Lender's share thereof.

      (d) The entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms.

      (e) Any Lender may request that the Loans made by it hereunder be
evidenced by a promissory note. In such event, the Borrower shall execute and
deliver to such Lender a promissory note payable to such Lender and its
registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower.

<PAGE>

                                                                              32

Notwithstanding any other provision of this Agreement, in the event any Lender
shall request and receive such a promissory note, the interests represented by
such note shall at all times (including after any assignment of all or part of
such interests pursuant to Section 9.04) be represented by one or more
promissory notes payable to the payee named therein or its registered assigns.

      SECTION 2.05. FEES. (a) The Borrower agrees to pay to each Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
December in each year and on each date on which the Revolving Credit Commitment
of such Lender shall expire or be terminated as provided herein, a commitment
fee (a "COMMITMENT FEE") equal to 1/2 of 1% per annum on the daily unused amount
of the Revolving Credit Commitment of such Lender during the preceding quarter
(or other period commencing with the Closing Date or the first date on which
such Lender shall have a Revolving Credit Commitment and ending with the
Revolving Credit Maturity Date or the date on which the Revolving Credit
Commitment of such Lender shall expire or be terminated). All Commitment Fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Commitment Fee due to each Lender shall commence to accrue on the
Closing Date (or if later, the first date on which such Lender shall have a
Revolving Credit Commitment) and shall cease to accrue on the date on which the
Revolving Credit Commitment of such Lender shall expire or be terminated as
provided herein. For purposes of calculating Commitment Fees only, no portion of
the Revolving Credit Commitments shall be deemed utilized under Section 2.17 as
a result of outstanding Swingline Loans.

      (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the Administration Fee set forth in the Fee Letter at the times and in
the amounts specified therein (the "ADMINISTRATIVE AGENT FEES").

      (c) The Borrower agrees to pay (i) to each Revolving Credit Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December of each year and on the date on which the Revolving
Credit Commitment of such Lender shall be terminated as provided herein, a fee
(an "L/C PARTICIPATION FEE") calculated on such Lender's Pro Rata Percentage of
the daily aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) during the preceding quarter (or shorter period
commencing with the Closing Date or ending with the Revolving Credit Maturity
Date or the date on which all Letters of Credit have been cancelled or have
expired and the Revolving Credit Commitments of all Lenders shall have been
terminated) at a rate equal to the Applicable Percentage from time to time used
to determine the interest rate on Revolving Credit Borrowings comprised of
Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with
respect to each Letter of Credit, on the last Business Day of March, June,
September and December of each year and on the Revolving Credit Maturity Date, a
fronting fee equal to a rate per annum to be agreed upon on the aggregate
outstanding face amount of such Letter of Credit and, on demand, customary
issuance and administration fees from time to time specified by the Issuing Bank
(collectively, the "ISSUING BANK FEES"). All L/C

<PAGE>

                                                                              33

Participation Fees and Issuing Bank Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.

      (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

      SECTION 2.06. INTEREST ON LOANS. (a) Subject to the provisions of Section
2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan,
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
is determined by reference to the Prime Rate and over a year of 360 days at all
other times and calculated from and including the date of such Borrowing to but
excluding the date of repayment thereof) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Percentage in effect from time to time.

      (b) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Percentage in effect from time to time.

      (c) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan except as otherwise provided in this Agreement. The
applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or
day within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

      SECTION 2.07. DEFAULT INTEREST. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Loan Document,
the Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of overdue principal,
at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
2.00% per annum and (b) in all other cases, at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate that would be applicable to an
ABR Revolving Loan plus 2.00%.

      SECTION 2.08. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
the Administrative Agent is

<PAGE>

                                                                              34

advised by the Required Lenders that the rates at which such dollar deposits are
being offered will not adequately and fairly reflect the cost to such Lenders of
making or maintaining Eurodollar Loans during such Interest Period, or that
reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written or
fax notice of such determination to the Borrower and the Lenders. In the event
of any such determination, until the Administrative Agent shall have advised the
Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be conclusive absent
manifest error.

      SECTION 2.09. TERMINATION AND REDUCTION OF COMMITMENTS. (a) The Term Loan
Commitments shall automatically terminate upon the earlier to occur of (i) the
making of the Term Loans on the Closing Date and (ii) 5:00 p.m., New York City
time, on April 30, 2005. The Revolving Credit Commitments, the L/C Commitment
and the Swingline Commitment shall automatically terminate on the Revolving
Credit Maturity Date.

      (b) Upon at least three Business Days' prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the Term
Loan Commitments or the Revolving Credit Commitments; provided, however, that
(i) each partial reduction of the Term Loan Commitments or the Revolving Credit
Commitments shall be in an integral multiple of $1,000,000 and in a minimum
amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be
reduced to an amount that is less than the Aggregate Revolving Credit Exposure
at the time.

      (c) Each reduction in the Term Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their respective applicable Commitments. The Borrower shall pay to the
Administrative Agent for the account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.

      SECTION 2.10. CONVERSION AND CONTINUATION OF BORROWINGS. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 11:00 am., New York City time, on the
day of conversion, to convert any Eurodollar Borrowing into an ABR Borrowing,
(b) not later than 10:00 a.m., New York City time, three Business Days prior to
conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for
an additional Interest Period, and (c) not later than 10:00 a.m., New York City
time, three Business Days prior to conversion, to convert the Interest Period
with respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following:

<PAGE>

                                                                              35

                  (i) each conversion or continuation shall be made pro rata
            among the Lenders in accordance with the respective principal
            amounts of the Loans comprising the converted or continued
            Borrowing;

                  (ii) if less than all the outstanding principal amount of any
            Borrowing shall be converted or continued, then each resulting
            Borrowing shall satisfy the limitations specified in Sections
            2.02(a) and 2.02(b) regarding the principal amount and maximum
            number of Borrowings of the relevant Type;

                  (iii) each conversion shall be effected by each Lender and the
            Administrative Agent by recording for the account of such Lender the
            new Loan of such Lender resulting from such conversion and reducing
            the Loan (or portion thereof) of such Lender being converted by an
            equivalent principal amount; accrued interest on any Eurodollar Loan
            (or portion thereof) being converted shall be paid by the Borrower
            at the time of conversion;

                  (iv) if any Eurodollar Borrowing is converted at a time other
            than the end of the Interest Period applicable thereto, the Borrower
            shall pay, upon demand, any amounts due to the Lenders pursuant to
            Section 2.16;

                  (v) any portion of a Borrowing maturing or required to be
            repaid in less than one month may not be converted into or continued
            as a Eurodollar Borrowing;

                  (vi) any portion of a Eurodollar Borrowing that cannot be
            converted into or continued as a Eurodollar Borrowing by reason of
            the immediately preceding clause shall be automatically converted at
            the end of the Interest Period in effect for such Borrowing into an
            ABR Borrowing;

                  (vii) no Interest Period may be selected for any Eurodollar
            Term Borrowing that would end later than a Term Loan Repayment Date
            occurring on or after the first day of such Interest Period if,
            after giving effect to such selection, the aggregate outstanding
            amount of (A) the Eurodollar Term Borrowings with Interest Periods
            ending on or prior to such Term Loan Repayment Date and (B) the ABR
            Term Borrowings would not be at least equal to the principal amount
            of Term Borrowings to be paid on such Term Loan Repayment Date; and

                  (viii) upon notice to the Borrower from the Administrative
            Agent given at the request of the Required Lenders, after the
            occurrence and during the continuance of a Default or Event of
            Default, no outstanding Loan may be converted into, or continued as,
            a Eurodollar Loan.

<PAGE>

                                                                              36

      Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that the Borrower requests be converted or continued, (ii) whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR
Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each Lender's portion of any converted or
continued Borrowing. If the Borrower shall not have given notice in accordance
with this Section 2.10 to continue any Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this
Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
automatically be continued into an ABR Borrowing.

      SECTION 2.11. REPAYMENT OF TERM BORROWINGS. (a) The Borrower shall pay to
the Administrative Agent, for the account of the Lenders, on the dates set forth
below, or if any such date is not a Business Day, on the next preceding Business
Day (each such date being a "TERM LOAN REPAYMENT DATE"), a principal amount of
the Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12
and 2.13(g)) equal to the amount set forth below for such date, together in each
case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment:

<TABLE>
<CAPTION>
      Date                                      Amount
------------------                           ------------
<S>                                          <C>
June 30, 2005                                $    525,000
September 30, 2005                           $    525,000
December 31, 2005                            $    525,000
March 31, 2006                               $    525,000
June 30, 2006                                $    525,000
September 30, 2006                           $    525,000
December 31, 2006                            $    525,000
March 31, 2007                               $    525,000
June 30, 2007                                $    525,000
September 30, 2007                           $    525,000
December 31, 2007                            $    525,000
March 31, 2008                               $    525,000
June 30, 2008                                $    525,000
September 30, 2008                           $    525,000
December 31, 2008                            $    525,000
March 31, 2009                               $    525,000
June 30, 2009                                $    525,000
September 30, 2009                           $    525,000
</TABLE>

<PAGE>

                                                                              37

<TABLE>
<CAPTION>
      Date                                      Amount
------------------                           ------------
<S>                                          <C>
December 31, 2009                            $    525,000
March 31, 2010                               $    525,000
June 30, 2010                                $    525,000
September 30, 2010                           $    525,000
December 31, 2010                            $    525,000
March 31, 2011                               $    525,000
June 30, 2011                                $    525,000
September 30, 2011                           $    525,000
December 31, 2011                            $    525,000
Term Loan Maturity Date                      $195,825,000
</TABLE>

      (b) In the event and on each occasion that any Term Loan Commitment shall
be reduced or shall expire or terminate other than as a result of the making of
a Term Loan, the installments payable on each Term Loan Repayment Date shall be
reduced pro rata by an aggregate amount equal to the amount of such reduction,
expiration or termination.

      (b) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Loan Maturity Date, together with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of
payment.

      (d) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

      SECTION 2.12. OPTIONAL PREPAYMENT. (a) The Borrower shall have the right
at any time and from time to time to prepay any Borrowing, in whole or in part,
upon at least three Business Days' prior written or fax notice (or telephone
notice promptly confirmed by written or fax notice) in the case of Eurodollar
Loans, or written or fax notice (or telephone notice promptly confirmed by
written or fax notice) on or prior to the date of prepayment in the case of ABR
Loans, to the Administrative Agent before 11:00 a.m., New York City time;
provided, however, that each partial prepayment shall be in an amount that is an
integral multiple of $1,000,000 and not less than $3,000,000.

      (b) Optional prepayments of Term Loans shall be applied pro rata against
the remaining scheduled installments of principal due in respect of the Term
Loans under Section 2.11(a).

      (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty.
All prepayments of Eurodollar Loans under this Section 2.12 shall be accompanied
by accrued interest on the principal amount being prepaid to the date of
payment. Interest on any ABR Loan prepaid under

<PAGE>

                                                                              38

this Section 2.12 shall be paid on the next Interest Payment Date applicable to
such Loan that follows the date of such prepayment.

      SECTION 2.13. MANDATORY PREPAYMENTS. (a) In the event of any termination
of all the Revolving Credit Commitments, the Borrower shall, on the date of such
termination, repay or prepay all its outstanding Revolving Credit Borrowings and
all outstanding Swingline Loans and replace all outstanding Letters of Credit
and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral
account established with the Collateral Agent for the benefit of the Secured
Parties. In the event of any partial reduction of the Revolving Credit
Commitments, then (i) at or prior to the effective date of such reduction, the
Administrative Agent shall notify the Borrower and the Revolving Credit Lenders
of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii)
if the Aggregate Revolving Credit Exposure would exceed the Total Revolving
Credit Commitment after giving effect to such reduction, then the Borrower
shall, on the date of such reduction, repay or prepay Revolving Credit
Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash
collateralize outstanding Letters of Credit in an amount sufficient to eliminate
such excess.

      (b) Not later than the tenth day following the receipt of any Net Cash
Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash
Proceeds received with respect thereto to prepay outstanding Term Loans in
accordance with Section 2.13(g); provided that, if the Borrower shall deliver to
the Administrative Agent a certificate of a Financial Officer of the Borrower to
the effect that the Borrower and the Subsidiaries intend to apply the Net Cash
Proceeds from such Asset Sale (or a portion thereof specified in such
certificate) within 330 days after receipt thereof, to acquire real property,
equipment or other assets to be used in the business of the Borrower and the
Subsidiaries (or to restore any property, equipment or other assets that have
suffered a casualty), and certifying that no Default has occurred and is
continuing, then no prepayment shall be required pursuant to this paragraph in
respect of the Net Cash Proceeds of such Asset Sale (or the portion thereof
specified in such certificate, if applicable) except to the extent of any such
Net Cash Proceeds that have not been so applied by the end of such 330-day
period, at which time a prepayment shall be required in an amount equal to such
Net Cash Proceeds that have not been so applied.

      (c) In the event and on each occasion that an Equity Issuance occurs, the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the occurrence of such Equity
Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding
Term Loans in accordance with Section 2.13(g).

      (d) No later than the earlier of (i) 90 days after the end of each fiscal
year of the Borrower (commencing with the fiscal year ending on December 31,
2006) and (ii) the date on which the financial statements with respect to such
fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay
outstanding Term Loans in accordance with Section 2.13(g) in an aggregate
principal amount equal to 50% of Excess Cash Flow for such fiscal year;
provided, however, that such prepayment shall not be

<PAGE>

                                                                              39

required if the Senior Leverage Ratio at the end of such fiscal year shall be
less than 1.50 to 1.00.

      (e) In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the issuance or other disposition of
Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan
Party (including Other Permitted Subordinated Debt, but excluding all other
Indebtedness for money borrowed permitted pursuant to Section 6.01), the
Borrower shall, substantially simultaneously with (and in any event not later
than the first Business Day next following) the receipt of such Net Cash
Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of
such Net Cash Proceeds to prepay outstanding Term Loans in accordance with
Section 2.13(g) (and if, in the case of any issuance or other disposition of
Other Permitted Subordinated Debt, there are no Term Loans outstanding after
giving effect to any such prepayment, the remaining Net Cash Proceeds thereof,
if any, shall be applied to repay outstanding Revolving Loans to the extent
thereof); provided that, if the Borrower shall deliver to the Administrative
Agent a certificate of a Financial Officer of the Borrower to the effect that
the Borrower and the Subsidiaries intend to apply the Net Cash Proceeds from the
issuance or disposition of any Other Permitted Subordinated Debt (or a portion
thereof specified in such certificate) (x) to finance the cash consideration
payable in a Permitted Acquisition to be consummated substantially
contemporaneously with the receipt thereof or (y) to fund Capital Expenditures
within 365 days after the receipt thereof, and in either case certifying that no
Default has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Cash Proceeds of such issuance
or other disposition of Other Permitted Subordinated Debt (or the portion
thereof specified in such certificate, if applicable) except to the extent of
any such Net Cash Proceeds that have not been so applied (I) within 15 days, in
the case of clause (x) above, or (II) by the end of such 365-day period, in the
case of clause (y) above, at which time a prepayment shall be required in an
amount equal to such Net Cash Proceeds that have not been so applied.

      (f) In the event Existing Notes representing less than 95% of the
aggregate principal amount of Existing Notes outstanding immediately prior to
the commencement of the Debt Tender Offer have been validly tendered (and not
withdrawn) as of the Second Payment Date, the Borrower shall promptly (and in
any event not later than the second Business Day next following the Second
Payment Date) prepay the Term Loans in an amount equal to the aggregate
principal amount of Existing Notes that remains outstanding as of the Second
Payment Date after giving effect to all Existing Notes accepted for payment on
the Second Payment Date pursuant to the Debt Tender Offer.

      (g) Mandatory prepayments of outstanding Term Loans under this Agreement
shall be applied pro rata against the remaining scheduled installments of
principal due in respect of the Term Loans under Section 2.11(a); provided,
however, that any such mandatory prepayment pursuant to Section 2.13(d) shall be
applied first, to the scheduled installments due in respect of the Term Loans
within the 12 months following such prepayment and then pro rata against the
remaining scheduled installments of principal due in respect to the Term Loans.

<PAGE>

                                                                              40

      (h) The Borrower shall deliver to the Administrative Agent, at the time of
each prepayment required under this Section 2.13, (i) a certificate signed by a
Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three days prior written notice of such prepayment. Each notice of
prepayment shall specify the prepayment date, the Type of each Loan being
prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid, and if such notice relates to a mandatory prepayment pursuant to
Section 2.13(d), that fact shall be conspicuously indicated in such notice. All
prepayments of Borrowings under this Section 2.13 shall be subject to Section
2.16, but shall otherwise be without premium or penalty.

      (i) Amounts to be applied pursuant to this Section 2.13 or Section 2.11(a)
to the prepayment or repayment of Term Loans and Revolving Loans shall be
applied, as applicable, first to reduce outstanding ABR Term Loans and ABR
Revolving Loans. Any amounts remaining after each such application shall, at the
option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar
Revolving Loans, as the case may be, immediately and/or shall be deposited in
the Prepayment Account (as defined below). The Administrative Agent shall apply
any cash deposited in the Prepayment Account (i) allocable to Term Loans to
prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay
Eurodollar Revolving Loans, in each case on the last day of their respective
Interest Periods (or, at the direction of the Borrower, on any earlier date)
until all outstanding Term Loans or Revolving Loans, as the case may be, have
been prepaid or until all the allocable cash on deposit with respect to such
Loans has been exhausted. For purposes of this Agreement, the term "PREPAYMENT
ACCOUNT" shall mean an account established by the Borrower with the
Administrative Agent and over which the Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal for
application in accordance with this paragraph (i). The Administrative Agent
will, at the request of the Borrower, invest amounts on deposit in the
Prepayment Account in Cash Equivalents that mature prior to the last day of the
applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar
Revolving Borrowings to be prepaid, as the case may be; provided, however, that
(i) the Administrative Agent shall not be required to make any investment that,
in its sole judgment, would require or cause the Administrative Agent to be in,
or would result in any, violation of any law, statute, rule or regulation and
(ii) the Administrative Agent shall have no obligation to invest amounts on
deposit in the Prepayment Account if a Default or Event of Default shall have
occurred and be continuing. The Borrower shall indemnify the Administrative
Agent for any losses relating to the investments so that the amount available to
prepay Eurodollar Borrowings on the last day of the applicable Interest Period
is not less than the amount that would have been available had no investments
been made pursuant thereto. Other than any interest earned on such investments,
the Prepayment Account shall not bear interest. Interest or profits, if any, on
such investments shall be deposited in the Prepayment Account and reinvested and
disbursed as specified above. If the maturity of the Loans has been accelerated
pursuant to Article VII, the Administrative Agent may, in its sole discretion,
apply all amounts on deposit in the Prepayment Account to satisfy any of the
Obligations. The Borrower hereby grants to the Administrative Agent, for its
benefit and the benefit of the Issuing

<PAGE>

                                                                              41

Bank and the Lenders, a security interest in the Prepayment Account to secure
the Obligations.

      SECTION 2.14. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision of this Agreement, if after the Closing Date
any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of or
credit extended by any Lender or the Issuing Bank (except any such reserve
requirement which is reflected in the Adjusted LIBO Rate) or shall impose on
such Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein, and the result of any of the
foregoing shall be to increase the cost to such Lender or the Issuing Bank of
making or maintaining any Eurodollar Loan or increase the cost to any Lender of
issuing or maintaining any Letter of Credit or purchasing or maintaining a
participation therein or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender or the Issuing Bank to be
material, then the Borrower will pay to such Lender or the Issuing Bank, as the
case may be, upon demand such additional amount or amounts as will compensate
such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.

      (b) If any Lender or the Issuing Bank shall have determined that the
adoption after the Closing Date of any law, rule, regulation, agreement or
guideline regarding capital adequacy, or any change after the Closing Date in
any such law, rule, regulation, agreement or guideline (whether such law, rule,
regulation, agreement or guideline has been adopted) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or the Issuing Bank or any Lender's or the
Issuing Bank's holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Governmental Authority
has or would have the effect of reducing the rate of return on such Lender's or
the Issuing Bank's capital or on the capital of such Lender's or the Issuing
Bank's holding company, if any, as a consequence of this Agreement or the Loans
made or participations in Letters of Credit purchased by such Lender pursuant
hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a
level below that which such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company could have achieved but for such applicability,
adoption, change or compliance (taking into consideration such Lender's or the
Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Lender or the Issuing Bank to be material, then from time to time the Borrower
shall pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

<PAGE>

                                                                              42

      (c) A certificate of a Lender or the Issuing Bank, setting forth in
reasonable detail the reason therefor, the amount or amounts necessary to
compensate such Lender or the Issuing Bank or its holding company, as
applicable, as specified in paragraph (a) or (b) above, and the calculation
thereof, shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank the
amount shown as due on any such certificate delivered by it within 10 days after
its receipt of the same.

      (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be under any obligation to compensate any Lender or
the Issuing Bank under paragraph (a) or (b) above with respect to increased
costs or reductions with respect to any period prior to the date that is six
months prior to such request if such Lender or the Issuing Bank knew or could
reasonably have been expected to be aware of the circumstances giving rise to
such increased costs or reductions and of the fact that such circumstances would
in fact result in a claim for increased compensation by reason of such increased
costs or reductions; provided further that the foregoing limitation shall not
apply to any increased costs or reductions arising out of the retroactive
application of any law, regulation, rule, guideline or directive as aforesaid
within such six-month period. The protection of this Section shall be available
to each Lender and the Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the law, rule, regulation, agreement, guideline
or other change or condition that shall have occurred or been imposed.

      SECTION 2.15. CHANGE IN LEGALITY. (a) Notwithstanding any other provision
of this Agreement, if, after the Closing Date, any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:

            (i) such Lender may declare that Eurodollar Loans will not
      thereafter (for the duration of such unlawfulness) be made by such Lender
      hereunder (or be continued for additional Interest Periods and ABR Loans
      will not thereafter (for such duration) be converted into Eurodollar
      Loans), whereupon any request for a Eurodollar Borrowing (or to convert an
      ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
      Borrowing for an additional Interest Period) shall, as to such Lender
      only, be deemed a request for an ABR Loan (or a request to continue an ABR
      Loan as such for an additional Interest Period or to convert a Eurodollar
      Loan into an ABR Loan, as the case may be), unless such declaration shall
      be subsequently withdrawn; and

<PAGE>

                                                                              43

            (ii) such Lender may require that all outstanding Eurodollar Loans
      made by it be converted to ABR Loans, in which event all such Eurodollar
      Loans shall be automatically converted to ABR Loans as of the effective
      date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

      (b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

      SECTION 2.16. INDEMNITY. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made
by such Lender (including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.10) not being made after notice of
such Loan shall have been given by the Borrower hereunder (any of the events
referred to in this clause (a) being called a "BREAKAGE EVENT") or (b) any
default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event, such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurodollar Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth any amount or amounts which
such Lender is entitled to receive pursuant to this Section 2.16 shall be
delivered to the Borrower and shall be conclusive absent manifest error.

      SECTION 2.17. PRO RATA TREATMENT. Except as provided below in this Section
2.17 with respect to Swingline Loans and as required under Section 2.15, each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Commitment Fees and the
L/C Participation Fees, each reduction of the Term Loan Commitments or the
Revolving Credit Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in

<PAGE>

                                                                              44

accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the respective
principal amounts of their outstanding Loans). For purposes of determining the
available Revolving Credit Commitments of the Lenders at any time, each
outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit
Commitments of the Lenders (including those Lenders which shall not have made
Swingline Loans) pro rata in accordance with such respective Revolving Credit
Commitments. Each Lender agrees that in computing such Lender's portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole dollar amount.

      SECTION 2.18. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans or L/C Disbursement as a result of which the unpaid principal
portion of its Term Loans and Revolving Loans and participations in L/C
Disbursements shall be proportionately less than the unpaid principal portion of
the Term Loans and Revolving Loans and participations in L/C Disbursements of
any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Term Loans and Revolving Loans and
L/C Exposure, as the case may be, of such other Lender, so that the aggregate
unpaid principal amount of the Term Loans and Revolving Loans and L/C Exposure
and participations in Term Loans and Revolving Loans and L/C Exposure held by
each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Term Loans and Revolving Loans and L/C Exposure then outstanding
as the principal amount of its Term Loans and Revolving Loans and L/C Exposure
prior to such exercise of banker's lien, setoff or counterclaim or other event
was to the principal amount of all Term Loans and Revolving Loans and L/C
Exposure outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.18 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest. The
Borrower and Holdings expressly consent to the foregoing arrangements and agree
that any Lender holding a participation in a Term Loan or Revolving Loan or L/C
Disbursement deemed to have been so purchased may, to the fullest extent
permitted by law, exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrower and
Holdings to such Lender by reason thereof as fully as if such Lender had made a
Loan directly to the Borrower in the amount of such participation.

      SECTION 2.19. PAYMENTS. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any

<PAGE>

                                                                              45

Fees or other amounts) hereunder and under any other Loan Document not later
than 12:00 (noon), New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing
Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid
directly to the Swingline Lender except as otherwise provided in Section
2.22(e)) shall be made to the Administrative Agent at its offices at Eleven
Madison Avenue, New York, New York. The Administrative Agent shall distribute
any such payments received by it for the account of any other person to the
appropriate recipient promptly following receipt thereof.

      (b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

      SECTION 2.20. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower or any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or such Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower or such Loan Party shall make such
deductions and (iii) the Borrower or such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) The Borrower shall indemnify the Administrative Agent and each Lender,
within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any Loan Party hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided, however,
that the Borrower shall not be obligated to make payment to the Administrative
Agent or such Lender pursuant to this Section in respect of penalties, interest
and reasonable expenses attributable to any Indemnified Taxes or Other Taxes, if
(i) written demand therefor has not been made by the Administrative Agent or
such

<PAGE>

                                                                              46

Lender within 30 days from the date on which the Administrative Agent or such
Lender knew or should have known of the imposition of Indemnified Taxes or Other
Taxes by the relevant Governmental Authority or (ii) such penalties, interest or
reasonable expenses are attributable to the gross negligence or willful
misconduct of the Administrative Agent or such Lender. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender, or by
the Administrative Agent on its behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

      (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower or any other Loan Party to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

      (e) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate, it being agreed by the parties hereto,
without limitation, that in the case of a Foreign Lender which is not a "bank"
(within the meaning of Section 881(c)(3)(A) of the Code) and intends to claim
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest," the delivery of the
following documents are sufficient for such Foreign Lender currently to obtain
the benefits of Section 2.20: (i) a Form W-8BEN (or any subsequent version(s)
thereof or successor(s) thereto), and (ii) a certificate representing that such
Foreign Lender is not any of the following: (x) a "bank" for purposes of Section
881(c) of the Code, (y) a "10-percent shareholder" (within the meaning of
Section 871(h)(3)(B) or 881(c)(3)(B) of the Code) of the Borrower or (z) a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4)), properly completed and duly executed by such Foreign Lender
claiming complete exemption from U.S. Federal withholding tax on payments of
interest by the Borrower under this Agreement and the other Loan Documents.
Notwithstanding the foregoing, each Foreign Lender agrees that (i) on or before
the date that any predecessor documentation described in this Section 2.20(e)
expires or becomes obsolete, (ii) after the occurrence of any event requiring a
change in the most recent documentation previously delivered to the Borrower, or
(iii) after any change in circumstances which renders the previous documentation
obsolete or inaccurate in any respect, such Foreign Lender shall deliver to the
Borrower (with a copy to the Administrative Agent) such properly completed and
executed new documentation prescribed by applicable law or reasonably requested
by Borrower as will permit payments under this Agreement to be made without
withholding or at a reduced rate.

<PAGE>

                                                                              47

      (f) If the Administrative Agent or any Lender receives a refund in respect
of Indemnified Taxes or Other Taxes paid by the Borrower, which in the good
faith judgment of the Administrative Agent or such Lender is allocable to such
payment, it shall promptly pay such refund (together with any amounts received
solely attributable to such refund) to the Borrower, net of all out-of-pocket
expenses (including any Taxes to which such Lender has become subject as a
result of its receipt of such refund) of the Administrative Agent or such Lender
incurred in obtaining such refund and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund);
provided, however, that the Borrower agrees to promptly return such refund (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or the applicable Lender, as the case may
be, if it receives notice from the Administrative Agent or the applicable Lender
that the Administrative Agent or such Lender is required to repay such refund to
such Governmental Authority. Nothing contained in this Section 2.20(f) shall
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems to be
confidential) to the Borrower or any other person.

      SECTION 2.21. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES; DUTY
TO MITIGATE. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower
is required to pay any additional amount to any Lender or the Issuing Bank or
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.20, or (iv) any Lender refuses to consent to any amendment, waiver
or other modification of any Loan Document requested by the Borrower that
requires the consent of a greater percentage of the Lenders than the Required
Lenders and such amendment, waiver or other modification is consented to by the
Required Lenders, the Borrower may, at its sole expense and effort (including
with respect to the processing and recordation fee referred to in Section
9.04(b)), upon notice to such Lender or the Issuing Bank and the Administrative
Agent, require such Lender or the Issuing Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement
(or, in the case of clause (iv) above, all of its interests, rights and
obligation with respect to the Class of Loans or Commitments that is the subject
of the related consent, amendment, waiver or other modification) to an assignee
that shall assume such assigned obligations and, with respect to clause (iv)
above, shall consent to such requested amendment, waiver or other modification
of any Loan Document (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (x) such assignment shall not conflict with any
law, rule or regulation or order of any court or other Governmental Authority
having jurisdiction, (y) the Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Revolving Credit Commitment is
being assigned, of the Issuing Bank and the Swingline Lender), which consent
shall not unreasonably be withheld, and (z) the Borrower or such assignee shall
have paid to the affected Lender or the Issuing Bank in immediately available
funds an amount equal to the sum of the principal of and interest accrued to the
date of such payment on the outstanding Loans or

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                                                                              48

L/C Disbursements of such Lender or the Issuing Bank and the Swingline Lender,
respectively, subject to such assignment plus all related Fees and other amounts
accrued for the account of such Lender or the Issuing Bank hereunder (including
any amounts under Section 2.14 and Section 2.16); provided further that, if
prior to any such transfer and assignment the circumstances or event that
resulted in such Lender's or the Issuing Bank's claim for compensation under
Section 2.14 or notice under Section 2.15 or the amounts paid pursuant to
Section 2.20, as the case may be, cease to cause such Lender or the Issuing Bank
to suffer increased costs or reductions in amounts received or receivable or
reduction in return on capital, or cease to have the consequences specified in
Section 2.15, or cease to result in amounts being payable under Section 2.20, as
the case may be (including as a result of any action taken by such Lender or the
Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing
Bank shall waive its right to claim further compensation under Section 2.14 in
respect of such circumstances or event or shall withdraw its notice under
Section 2.15 or shall waive its right to further payments under Section 2.20 in
respect of such circumstances or event or shall consent to the proposed
amendment, waiver, consent or other modification, as the case may be, then such
Lender or the Issuing Bank shall not thereafter be required to make any such
transfer and assignment hereunder. Each Lender hereby grants to the
Administrative Agent an irrevocable power of attorney (which power is coupled
with an interest) to execute and deliver, on behalf of such Lender as assignor,
any Assignment and Acceptance necessary to effectuate any assignment of such
Lender's interests hereunder in the circumstances contemplated by this Section
2.21(a).

      (b) If (i) any Lender or the Issuing Bank shall request compensation under
Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.15 or (iii) the Borrower is required to pay any additional amount to
any Lender or the Issuing Bank or any Governmental Authority on account of any
Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender or the
Issuing Bank shall use reasonable efforts (which shall not require such Lender
or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden deemed by
it to be significant) (x) to file any certificate or document reasonably
requested in writing by the Borrower or (y) to assign its rights and delegate
and transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.14 or enable it to withdraw its notice pursuant to
Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the
case may be, in the future. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or the Issuing Bank in connection with
any such filing or assignment, delegation and transfer.

      SECTION 2.22. SWINGLINE LOANS. (a) SWINGLINE COMMITMENT. Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, the Swingline Lender agrees to make loans to the Borrower at any time
and from time to time on and after the Closing Date and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit
Commitments in accordance with the

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                                                                              49

terms hereof, in an aggregate principal amount at any time outstanding that will
not result in (i) the aggregate principal amount of all Swingline Loans
exceeding $15,000,000 or (ii) the Aggregate Revolving Credit Exposure, after
giving effect to any Swingline Loan, exceeding the Total Revolving Credit
Commitment. Each Swingline Loan shall be in a principal amount that is an
integral multiple of $250,000. The Swingline Commitment may be terminated or
reduced from time to time as provided herein. Within the foregoing limits, the
Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder,
subject to the terms, conditions and limitations set forth herein.

      (b) SWINGLINE LOANS. The Borrower shall notify the Administrative Agent by
fax, or by telephone (confirmed by fax), not later than 1:00 p.m., New York City
time, on the day of a proposed Swingline Loan. Such notice shall be delivered on
a Business Day, shall be irrevocable and shall refer to this Agreement and shall
specify the requested date (which shall be a Business Day) and amount of such
Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any notice received from the Borrower pursuant to this paragraph (b).
The Swingline Lender shall make each Swingline Loan available to the Borrower by
means of a credit to an account as directed by the Borrower in the notice
requesting such Swingline Loan on the date such Swingline Loan is so requested.

      (c) PREPAYMENT. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving
written or fax notice (or telephone notice promptly confirmed by written or fax
notice) to the Swingline Lender and to the Administrative Agent before 12:00
(noon), New York City time on the date of prepayment at the Swingline Lender's
address for notices specified in Schedule 2.01. Interest on any Swingline Loan
being prepaid under this Section 2.22(c) shall be paid on the next Interest
Payment Date applicable to such Loan that follows the date of such prepayment.

      (d) INTEREST. Each Swingline Loan shall be an ABR Loan and, subject to the
provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).

      (e) PARTICIPATIONS. The Swingline Lender may by written notice given to
the Administrative Agent not later than 11:00 a.m., New York City time, on any
Business Day require the Revolving Credit Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which the
Revolving Credit Lenders will participate. The Administrative Agent will,
promptly upon receipt of such notice, give notice to each Revolving Credit
Lender, specifying in such notice such Lender's Pro Rata Percentage of such
Swingline Loan or Loans. In furtherance of the foregoing, each Revolving Credit
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Revolving Credit Lender's Pro Rata Percentage of such
Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever,

<PAGE>

                                                                              50

including the occurrence and continuance of a Default or an Event of Default,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Revolving Credit Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.02(c) with respect
to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis,
to the payment obligations of the Lenders) and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the Borrower (or
other party liable for obligations of the Borrower) of any default in the
payment thereof.

      SECTION 2.23. LETTERS OF CREDIT. (a) GENERAL. The Borrower may request the
issuance of a Letter of Credit for its own account or for the account of any of
its Subsidiaries (in which case the Borrower and such Subsidiary shall be
co-applicants with respect to such Letter of Credit), in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time while the Revolving Credit Commitments remain in effect. This
Section shall not be construed to impose an obligation upon the Issuing Bank to
issue any Letter of Credit that is inconsistent with the terms and conditions of
this Agreement. The Issuing Bank shall not be under any obligation to issue any
Letter of Credit if any order, judgment or decree of any Governmental Authority
or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank
from issuing such Letter of Credit, or any law or regulation applicable to the
Issuing Bank or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Bank
shall prohibit, or request that the Issuing Bank refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular.

      (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS.
In order to request the issuance of a Letter of Credit (or to amend, renew or
extend an existing Letter of Credit), the Borrower shall hand deliver or fax to
the Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, the date of issuance, amendment, renewal or
extension, the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) below), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as

<PAGE>

                                                                              51

shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if, and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that, after giving effect to such issuance, amendment,
renewal or extension (i) the L/C Exposure shall not exceed $40,000,000 and (ii)
the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving
Credit Commitment. The Issuing Bank shall not amend any Letter of Credit if the
Issuing Bank would not be permitted at such time to issue such Letter of Credit
in its amended form under the terms hereof.

      (c) EXPIRATION DATE. Each Letter of Credit shall expire at the close of
business on the earlier of the date one year after the date of the issuance of
such Letter of Credit and the date that is five Business Days prior to the
Revolving Credit Maturity Date, unless such Letter of Credit expires by its
terms on an earlier date; provided, however, that a Letter of Credit may, upon
request of the Borrower, include a provision whereby such Letter of Credit shall
be renewed automatically for additional consecutive periods of 12 months or less
(but not beyond the date that is five Business Days prior to the Revolving
Credit Maturity Date) unless the Issuing Bank notifies the beneficiary thereof
at least 30 days prior to the then-applicable expiration date that such Letter
of Credit will not be renewed.

      (d) PARTICIPATIONS. By the issuance of a Letter of Credit and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Credit Lender, and each such Lender hereby
acquires from the applicable Issuing Bank, a participation in such Letter of
Credit equal to such Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit, effective upon the issuance
of such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of the Issuing Bank, such Lender's
Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

      (e) REIMBURSEMENT. If the Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent an amount equal to such L/C Disbursement not later than the end of the day
on which the Borrower shall have received notice from the Issuing Bank that
payment of such draft will be made, or, if the Borrower shall have received such
notice later than 10:00 a.m., New York City time, on any Business Day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day.

<PAGE>

                                                                              52

      (f) OBLIGATIONS ABSOLUTE. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

            (i) any lack of validity or enforceability of any Letter of Credit
      or any Loan Document, or any term or provision therein;

            (ii) any amendment or waiver of or any consent to departure from all
      or any of the provisions of any Letter of Credit or any Loan Document
      (other than an amendment to this Section 2.23(f) consented to by each
      Lender having any Revolving Credit Exposure at the time of such
      amendment);

            (iii) the existence of any claim, setoff, defense or other right
      that the Borrower, any other party guaranteeing, or otherwise obligated
      with, the Borrower, any Subsidiary or other Affiliate thereof or any other
      person may at any time have against the beneficiary under any Letter of
      Credit, the Issuing Bank, the Administrative Agent or any Lender or any
      other person, whether in connection with this Agreement, any other Loan
      Document or any other related or unrelated agreement or transaction;

            (iv) any draft or other document presented under a 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, or any
      loss or delay in the transmission or otherwise of any document required to
      make a drawing under a Letter of Credit;

            (v) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the
      terms of such Letter of Credit;

            (vi) payment by the Issuing Bank under a Letter of Credit to any
      person purporting to be a trustee in bankruptcy, debtor-in-possession,
      assignee for the benefit of creditors, liquidator, receiver or other
      representative of or successor to any beneficiary or any transferee of
      such Letter of Credit, including any arising in connection with any
      proceeding under Title 11 of the United States Code, as now constituted or
      hereafter amended, or any other Federal, state or foreign bankruptcy,
      insolvency, receivership or similar law; and

            (vii) any other act or omission to act or delay of any kind of the
      Issuing Bank, the Lenders, the Administrative Agent or any other person or
      any other event or circumstance whatsoever, whether or not similar to any
      of the foregoing, that might, but for the provisions of this Section,
      constitute a legal or equitable discharge of the Borrower's obligations
      hereunder.

<PAGE>

                                                                              53

      Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or willful misconduct of the Issuing Bank. However, the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower which the Borrower
proves are caused by the Issuing Bank's gross negligence or willful misconduct
in determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof; it is understood that the Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of
Credit (i) the Issuing Bank's exclusive reliance on the documents presented to
it under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute willful misconduct or gross negligence of
the Issuing Bank.

      (g) DISBURSEMENT PROCEDURES. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by fax, to the Administrative Agent and
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make an L/C Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any
such L/C Disbursement. The Administrative Agent shall promptly give each
Revolving Credit Lender notice thereof.

      (h) INTERIM INTEREST. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of the Issuing Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the Borrower or the date on which interest shall commence to accrue
thereon as provided in Section 2.02(f), at the rate per annum that would apply
to such amount if such amount were an ABR Revolving Loan.

      (i) RESIGNATION OR REMOVAL OF THE ISSUING BANK. The Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the

<PAGE>

                                                                              54

Lenders and the Borrower, and may be removed at any time by the Borrower by
notice to the Issuing Bank, the Administrative Agent and the Lenders. Upon the
acceptance of any appointment as the Issuing Bank hereunder by a Lender that
shall agree to serve as successor Issuing Bank, such successor shall succeed to
and become vested with all the interests, rights and obligations of the retiring
Issuing Bank and the retiring Issuing Bank shall be discharged from its
obligations to issue additional Letters of Credit hereunder. At the time such
removal or resignation shall become effective, the Borrower shall pay all
accrued and unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any
appointment as the Issuing Bank hereunder by a successor Lender shall be
evidenced by an agreement entered into by such successor, in a form satisfactory
to the Borrower and the Administrative Agent, and, from and after the effective
date of such agreement, (i) such successor Lender shall have all the rights and
obligations of the previous Issuing Bank under this Agreement and the other Loan
Documents and (ii) references herein and in the other Loan Documents to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the resignation or removal of the Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement and the other Loan Documents with respect to Letters of Credit issued
by it prior to such resignation or removal, but shall not be required to issue
additional Letters of Credit.

      (j) CASH COLLATERALIZATION. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) thereof and of the amount
to be deposited, deposit in an account with the Collateral Agent, for the
benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C
Exposure as of such date. Such deposit shall be held by the Collateral Agent as
collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits in Cash Equivalents, which investments shall be made
at the option and sole discretion of the Collateral Agent, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall (i) automatically be
applied by the Administrative Agent to reimburse the Issuing Bank for L/C
Disbursements for which it has not been reimbursed, (ii) be held for the
satisfaction of the reimbursement obligations of the Borrower for the L/C
Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

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                                                                              54

      (k) ADDITIONAL ISSUING BANKS. The Borrower may, at any time and from time
to time with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) and such Lender, designate one or more additional Lenders
to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed (in
addition to being a Lender) to be the Issuing Bank with respect to Letters of
Credit issued or to be issued by such Lender, and all references herein and in
the other Loan Documents to the term "Issuing Bank" shall, with respect to such
Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing
Bank, as the context shall require.

      SECTION 2.24. INCREASE IN REVOLVING CREDIT COMMITMENTS. (a) The Borrower
may, by written notice to the Administrative Agent, request that the Total
Revolving Credit Commitment be increased by an amount not to exceed the
Incremental Revolving Facility Amount at such time. Upon the receipt of such
request by the Administrative Agent, the Administrative Agent shall deliver a
copy thereof to each Revolving Credit Lender. Such notice shall set forth the
amount of the requested increase in the Total Revolving Credit Commitment (which
shall be in minimum increments of $1,000,000 and a minimum amount of $3,000,000
or equal to the remaining Incremental Revolving Facility Amount) and the date on
which such increase is requested to become effective (which shall be not less
than 10 days nor more than 60 days after the date of such notice and which, in
any event, must be on or prior to the Revolving Credit Maturity Date), and shall
offer each Revolving Credit Lender the opportunity to increase its Revolving
Credit Commitment by its Pro Rata Percentage of the proposed increased amount.
Each Revolving Credit Lender shall, by notice to the Borrower and the
Administrative Agent given not more than 10 days after the date of the
Administrative Agent's notice, either agree to increase its Revolving Credit
Commitment by all or a portion of the offered amount (each Revolving Credit
Lender so agreeing being an "INCREASING REVOLVING LENDER") or decline to
increase its Revolving Credit Commitment (and any Revolving Credit Lender that
does not deliver such a notice within such period of 10 days shall be deemed to
have declined to increase its Revolving Credit Commitment) (each Revolving
Credit Lender so declining or being deemed to have declined being a
"NON-INCREASING REVOLVING LENDER"). In the event that, on the 10th day after the
Administrative Agent shall have delivered a notice pursuant to the second
sentence of this paragraph, the Revolving Credit Lenders shall have agreed
pursuant to the preceding sentence to increase their Revolving Credit
Commitments by an aggregate amount less than the increase in the Total Revolving
Credit Commitment requested by the Borrower, the Borrower may arrange for one or
more banks or other entities (any such bank or other entity being called an
"AUGMENTING REVOLVING LENDER"), which may include any Lender, to extend
Revolving Credit Commitments or increase their existing Revolving Credit
Commitments in an aggregate amount equal to the unsubscribed amount; provided
that each Augmenting Revolving Lender, if not already a Revolving Credit Lender
hereunder, shall be subject to the approval of the Administrative Agent, the
Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably
withheld) and the Borrower and each Augmenting Revolving Lender shall execute
all such documentation as the Administrative Agent shall reasonably specify to
evidence its Revolving Credit Commitment and/or its status as a Revolving Credit
Lender hereunder. Any increase in

<PAGE>

                                                                              56

the Total Revolving Credit Commitment may be made in an amount which is less
than the increase requested by the Borrower if the Borrower is unable to arrange
for, or chooses not to arrange for, Augmenting Revolving Lenders.

      (b) Each of the parties hereto hereby agrees that the Administrative Agent
may take any and all actions as may be reasonably necessary to ensure that,
after giving effect to any increase in the Total Revolving Credit Commitment
pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are held
by the Revolving Credit Lenders in accordance with their new Pro Rata
Percentages. This may be accomplished at the discretion of the Administrative
Agent, following consultation with the Borrower, (i) by requiring the
outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving
Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign
portions of their outstanding Revolving Loans to Increasing Revolving Lenders
and Augmenting Revolving Lenders, or (iii) by any combination of the foregoing.
Any prepayment or assignment described in this paragraph (b) shall be subject to
Section 2.16, but otherwise without premium or penalty.

      (c) Notwithstanding the foregoing, no increase in the Total Revolving
Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit
Lender) or addition of a new Revolving Credit Lender shall become effective
under this Section 2.24 unless, (i) on the date of such increase, the conditions
set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated such
date and executed by a Financial Officer of the Borrower, and (ii) if requested,
the Administrative Agent shall have received legal opinions and board
resolutions consistent with those delivered on the Closing Date under clauses
(a) and (c)(ii)(B) of Section 4.02.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      Each of Holdings and the Borrower represents and warrants to the
Administrative Agent, the Collateral Agent and each of the Lenders that:

      SECTION 3.01. ORGANIZATION; POWERS. Each of Holdings, the Borrower and
each of the Subsidiaries (other than Immaterial Subsidiaries) (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and as
proposed to be conducted, (c) is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required, except
where the failure so to qualify could not reasonably be expected to result in a
Material Adverse Effect, and (d) has the power and authority to execute, deliver
and perform its obligations under each of the Loan Documents and each other
agreement or instrument contemplated hereby to which it is or will be a party
and, in the case of the Borrower, to borrow hereunder.

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                                                                              57

      SECTION 3.02. AUTHORIZATION. The execution, delivery and performance by
each Loan Party of each of the Loan Documents to which it is a party and the
consummation by the Loan Parties of the Transactions (including the borrowings
hereunder) contemplated thereby (a) have been duly authorized by all requisite
corporate or other comparable and, if required, stockholder action and (b) will
not (i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Holdings, the Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or other
instrument to which Holdings, the Borrower or any Subsidiary is a party or by
which any of them or any of their property is or may be bound, except to the
extent that could not reasonably be expected to have a Material Adverse Effect,
(ii) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under, or give rise to any right to
accelerate or to require the prepayment, repurchase or redemption of any
obligation under any such indenture, agreement or other instrument (except for
the Existing Notes Repurchase after the satisfaction or waiver of the conditions
precedent thereto set forth in the definitive documentation relating to the Debt
Tender Offer) or (iii) result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by
Holdings, the Borrower or any Subsidiary (other than any Lien created hereunder
or under the Security Documents).

      SECTION 3.03. ENFORCEABILITY. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Loan Party party thereto will
constitute, a legal, valid and binding obligation of such Loan Party enforceable
against such Loan Party in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

      SECTION 3.04. GOVERNMENTAL APPROVALS. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except to the extent
that the lack thereof could not reasonably be expected to result in a Material
Adverse Effect, or in connection with the execution and delivery of the Loan
Documents and the initial borrowings hereunder, except in each case for (a) the
filing of Uniform Commercial Code financing statements, filings with the United
States Patent and Trademark Office and the United States Copyright Office and
any filings or registrations required to perfect any Liens over any Foreign
Pledged Collateral, and continuations thereof, (b) recordation of the Mortgages
and (c) such as have been made or obtained and are in full force and effect.

      SECTION 3.05. FINANCIAL STATEMENTS. (a) Holdings has heretofore delivered
to the Lenders its consolidated balance sheet, statement of operations and cash
flows, and statement of stockholders' equity (deficit) and comprehensive income
as of and for the fiscal year ended December 31, 2004, audited by and
accompanied by the opinion of Ernst & Young LLP, independent public accountants.
Such financial statements present fairly, in all materials respects, the
financial condition and results of operations and cash

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                                                                              58

flows of Holdings and its consolidated Subsidiaries as of such date and for such
period. Such balance sheet and the notes thereto disclose all material
liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries
as of the dates thereof. Such financial statements were prepared in accordance
with GAAP applied on a consistent basis.

      (b) The Borrower has heretofore delivered to the Lenders its unaudited pro
forma consolidated balance sheet and related statement of income as of, and for
the period of 12 consecutive months ended, December 31, 2004, prepared giving
effect to the Transactions as if they had occurred, with respect to such balance
sheet, on such date, and with respect to such income statement, on the first day
of such period. Such pro forma financial statements have been prepared in good
faith by the Borrower, based on assumptions believed by the Borrower on the
Closing Date to be reasonable, are based on the best information available to
the Borrower as of the date of delivery thereof, accurately reflect all
adjustments required to be made to give effect to the Transactions and present
fairly, in all material respects, on a pro forma basis the estimated
consolidated financial position of the Borrower and its consolidated
Subsidiaries as of such dates, assuming that the Transactions had actually
occurred at such dates.

      SECTION 3.06. NO MATERIAL ADVERSE CHANGE. There has been no material
adverse change in the business, results of operations, prospects, financial
condition or material agreements of Holdings, the Borrower and the Subsidiaries,
taken as a whole, since December 31, 2004.

      SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES. (a) Except as
set forth on Schedule 3.07(a), each of Holdings, the Borrower and the
Subsidiaries has good and marketable title to, or valid leasehold interests in,
all its material properties and assets (including all Mortgaged Property),
except for minor defects in title that do not materially interfere with its
ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes. All such material properties
and assets are free and clear of Liens, other than Liens expressly permitted by
Section 6.02.

      (b) Each of Holdings, the Borrower and the Subsidiaries has complied in
all material respects with all obligations under all material leases to which it
is a party and all such leases are in full force and effect. Each of Holdings,
the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession
under all such material leases.

      (c) Except as set forth on Schedule 3.07(c), neither Holdings nor the
Borrower has received any written notice of, nor has any actual knowledge of,
any pending or contemplated condemnation proceeding affecting the Mortgaged
Properties or any sale or disposition thereof in lieu of condemnation.

      (d) As of the Closing Date, none of Holdings, the Borrower or any of the
Subsidiaries is obligated under any right of first refusal, option or other
contractual right to sell, assign or otherwise dispose of any Mortgaged Property
or any interest therein.

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                                                                              59

      SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth as of the Closing
Date a list of all Subsidiaries and the percentage ownership interest of
Holdings, the Borrower or other Subsidiary therein. The Equity Interests so
indicated on Schedule 3.08 are fully paid and non-assessable and, as of the
Closing Date, are owned by Holdings or the Borrower, directly or indirectly,
free and clear of all Liens other than Liens created under the Security
Documents or Liens listed on Schedule 6.02.

      SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS. (a) Except as set forth on
Schedule 3.09 or Schedule 3.17, there are not any actions, suits or proceedings
at law or in equity or by or before any Governmental Authority now pending or,
to the knowledge of Holdings or the Borrower, threatened against or affecting
Holdings or the Borrower or any Subsidiary or any business, property or rights
of any such person (i) that involve any Loan Document or the Transactions or
(ii) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect.

      (b) Except for matters covered by Section 3.17, none of Holdings, the
Borrower or any of the Subsidiaries or any of their respective material
properties or assets is in violation of, nor will the continued operation of
their material properties and assets as currently conducted violate, any law,
rule or regulation (including any zoning or building ordinance, code or approval
or any building permits) or any restrictions of record or agreements affecting
the Mortgaged Property, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation
or default could reasonably be expected to result in a Material Adverse Effect.

      SECTION 3.10. AGREEMENTS. (a) None of Holdings, the Borrower or any of the
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

      (b) None of Holdings, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

      SECTION 3.11. FEDERAL RESERVE REGULATIONS. (a) None of Holdings, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.

      (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation T, U
or X.

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                                                                              60

      SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
None of Holdings, the Borrower or any Subsidiary Guarantor is (a) required to
register as an "investment company" as defined in the Investment Company Act of
1940, as amended or (b) a "holding company" as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended.

      SECTION 3.13. USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans and will request the issuance of Letters of Credit only for the purposes
specified in the preamble to this Agreement.

      SECTION 3.14. TAX RETURNS. Each of Holdings, the Borrower and the
Subsidiaries has filed or caused to be filed all Federal Tax returns and all
material state, local and foreign Tax returns or materials required to have been
filed by it and has paid or caused to be paid all material Taxes due and payable
by it and all material assessments received by it, except Taxes that are being
contested in good faith by appropriate proceedings and for which Holdings, the
Borrower or such Subsidiary, as applicable, shall have set aside on its books
adequate reserves with respect thereto in accordance with GAAP.

      SECTION 3.15. NO MATERIAL MISSTATEMENTS. No information, report, financial
statement, exhibit or schedule furnished by or on behalf of Holdings or the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain, in each case when taken as a whole,
any material misstatement of fact or omitted, omits or will omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were, are or will be made, not materially
misleading as of the date such information is dated or certified; provided that
to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, each of
Holdings and the Borrower represents only that it acted in good faith and
utilized reasonable assumptions and due care in the preparation of such
information, report, financial statement, exhibit or schedule.

      SECTION 3.16. EMPLOYEE BENEFIT PLANS. (a) Each of the Borrower and its
ERISA Affiliates is in compliance in all respects with the applicable provisions
of ERISA and the Code and the regulations and published interpretations
thereunder, except to the extent that such non-compliance could not reasonably
be expected to result in a Material Adverse Effect. No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in a Material Adverse
Effect. The present value of all benefit liabilities under all underfunded Plans
(based on those assumptions used to fund each such Plan) did not, as of the last
annual valuation date applicable thereto, exceed the fair market value of the
assets of all such underfunded Plans by an amount that could reasonably be
expected to have a Material Adverse Effect.

<PAGE>

                                                                              61

      (b) Each Foreign Pension Plan is in compliance in all respects with all
requirements of law applicable thereto and the respective requirements of the
governing documents for such plan except to the extent such non-compliance could
not reasonably be expected to result in a Material Adverse Effect. With respect
to each Foreign Pension Plan, none of Holdings, its Affiliates or any of its
directors, officers, employees or agents has engaged in a transaction that
subject Holdings or any of its Subsidiaries, directly or indirectly, to a tax or
civil penalty, except to the extent that could not reasonably be expected to
result in a Material Adverse Effect. With respect to each Foreign Pension Plan,
reserves have been established in the financial statements furnished to Lenders
in respect of any unfunded liabilities in accordance with applicable law and
prudent business practice or, where required, in accordance with ordinary
accounting practices in the jurisdiction in which such Foreign Pension Plan is
maintained, except to the extent that such failure to do so could not reasonably
be expected to result in a Material Adverse Effect. The aggregate unfunded
liabilities with respect to such Foreign Pension Plans could not reasonably be
expected to result in a Material Adverse Effect. There are no actions, suits or
claims (other than routine claims for benefits) pending or threatened against
Holdings or any of its Affiliates with respect to any Foreign Pension Plan which
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

      SECTION 3.17. ENVIRONMENTAL MATTERS. Except as set forth in Schedule 3.17:

      (a) The properties owned or operated by Holdings, the Borrower and the
Subsidiaries (the "PROPERTIES") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise to liability under,
Environmental Laws, which violations, Remedial Actions and liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

      (b) The Properties and all operations of the Borrower and the Subsidiaries
are in compliance, and, to the knowledge of Holdings, the Borrower and the
Subsidiaries have, for the last five years, been in compliance, with all
Environmental Laws and all necessary Environmental Permits have been obtained
and are in effect (or applications for renewals have been submitted entitling
Holdings, the Borrower, and the Subsidiaries to a permit shield), except to the
extent that such non-compliance or failure to obtain any necessary permits, in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect;

      (c) There have been no Releases or threatened Releases by the Borrower or
any Subsidiary or, to their knowledge, by any other party, at, from, under or
proximate to the Properties or otherwise in connection with the operations of
the Borrower or the Subsidiaries, which Releases or threatened Releases, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

      (d) None of Holdings, the Borrower or any of the Subsidiaries has received
any written notice of an Environmental Claim in connection with the Properties
or the

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                                                                              62

operations of the Borrower or the Subsidiaries or with regard to any person
whose liabilities for environmental matters Holdings, the Borrower or the
Subsidiaries has retained or assumed, in whole or in part, contractually or, by
operation of law, which Environmental Claims, in the aggregate, could reasonably
be expected to result in a Material Adverse Effect; and

      (e) Hazardous Materials have not been transported from the Properties by
or on behalf of Holdings, the Borrower or any Subsidiary, nor have Hazardous
Materials been generated, treated, stored or disposed of at, on or under any of
the Properties in a manner that could reasonably be expected to give rise to
liability to Holdings, the Borrower or the Subsidiaries under any Environmental
Law, nor have the Borrower or the Subsidiaries retained or assumed any
liability, contractually or by operation of law, with respect to the generation,
treatment, storage or disposal of Hazardous Materials, which transportation,
generation, treatment, storage or disposal, or retained or assumed liabilities,
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

      SECTION 3.18. INSURANCE. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the Closing Date. As of such date, such
insurance is in full force and effect and all premiums required to be paid have
been duly paid. The Borrower and its Subsidiaries have insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.

      SECTION 3.19. SECURITY DOCUMENTS. (a) The Guarantee and Collateral
Agreement, upon execution and delivery thereof by the parties thereto, will
create in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral (as
defined in the Guarantee and Collateral Agreement) and the proceeds thereof to
the extent that a security interest can be created in such property under the
Uniform Commercial Code, and (i) when the Pledged Collateral (as defined in the
Guarantee and Collateral Agreement) is delivered to the Collateral Agent
(together with appropriate instruments of transfer or assignment), the Guarantee
and Collateral Agreement shall constitute a fully perfected first priority Lien
on, and security interest in, all right, title and interest of the Loan Parties
in such Pledged Collateral, in each case prior and superior in right to any
other person, and (ii) when financing statements in appropriate form are filed
in the offices specified on Schedule 3.19(a) (or, with respect to any person
that becomes a Loan Party after the Closing Date, the office specified in the
supplement to the Guarantee and Collateral Agreement executed and delivered by
such person), the Lien created under the Guarantee and Collateral Agreement will
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Collateral (other than as expressly set
forth in the Guarantee and Collateral Agreement and the Intellectual Property,
as defined in the Guarantee and Collateral Agreement), to the extent that such
security interest may be perfected by filing under the Uniform Commercial Code,
in each case prior and superior in right to any other person, other than with
respect to Liens expressly permitted by Section 6.02.

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                                                                              63

      (b) Upon the recordation of the Guarantee and Collateral Agreement (or one
or more short form agreements containing a description of all Intellectual
Property (as defined in the Guarantee and Collateral Agreement)) with the United
States Patent and Trademark Office and the United States Copyright Office, and
the filing of financing statements in appropriate form in the offices specified
on Schedule 3.19(a), the Guarantee and Collateral Agreement (or such short form
agreements) shall constitute a fully perfected Lien on, and security interest
in, all right, title and interest of the Loan Parties in the Intellectual
Property (as defined in the Guarantee and Collateral Agreement) in which a
security interest may be perfected by filing in the United States and its
territories and possessions, in each case prior and superior in right to any
other person (it being understood that subsequent recordings in the United
States Patent and Trademark Office and the United States Copyright Office and
subsequent filings of financing statements may be necessary to perfect a Lien on
registered trademarks and patents, trademark and patent applications and
registered copyrights acquired by the Loan Parties after the date hereof or with
respect to Loan Parties that become Loan Parties after the date hereof), subject
to Liens permitted by Section 6.02.

      (c) The Mortgages are effective to create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the Loan Parties' right, title and interest in and to
the Mortgaged Property thereunder and the proceeds thereof, and when the
Mortgage with respect to the Mortgaged Property specified on Schedule 1.01(a) is
filed in the office specified on Schedule 3.19(c), such Mortgage shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Party signatory thereto in such Mortgaged Property and
the proceeds thereof, in each case prior and superior in right to any other
person, other than with respect to the rights of persons pursuant to Liens
expressly permitted by Section 6.02.

      (d) The Foreign Pledge Agreements, upon execution and, where relevant as a
legal concept, delivery thereof by the parties thereto, will create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Foreign Pledged Collateral
described therein and the proceeds thereof and when the Foreign Pledged
Collateral is delivered to the Collateral Agent and the Foreign Pledge
Agreements are filed in the offices specified on Schedule 3.19(d) (or, in the
case of any Foreign Pledge Agreement referred to in clause (e) of the definition
thereof, in the office designated in writing by the Borrower or other Loan Party
pursuant to its compliance with Section 5.11), or other appropriate instruments
are filed or other actions are taken, all as described on Schedule 3.19(d) (or,
if applicable, any such separate written designation), the Foreign Pledge
Agreements shall provide for a fully perfected first priority Lien on, and
security interest in, all right, title and interest of the Loan Parties in the
Foreign Pledged Collateral, in each case prior and superior in right to any
other person, other than with respect to Liens expressly permitted by Section
6.02.

      SECTION 3.20. LOCATION OF REAL PROPERTY AND LEASED PREMISES. (a) Schedule
3.20(a) lists completely and correctly as of the Closing Date all real property
owned by the Borrower and the Subsidiaries and the addresses thereof. As of the
Closing Date, the

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                                                                              64

Borrower and the Subsidiaries own in fee all the real property set forth on
Schedule 3.20(a).

      (b) Schedule 3.20(b) lists completely and correctly as of the Closing Date
all real property leased by the Borrower and the Subsidiaries and the addresses
thereof. As of the Closing Date, the Borrower and the Subsidiaries have valid
leases in all the real property set forth on Schedule 3.20(b).

      SECTION 3.21. LABOR MATTERS. As of the Closing Date, there are no strikes,
lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending
or, to the knowledge of Holdings or the Borrower, threatened. The hours worked
by and payments made to employees of Holdings, the Borrower and the Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters in any
manner which could reasonably be expected to have a Material Adverse Effect. All
payments due from Holdings, the Borrower or any Subsidiary, or for which any
claim may be made against Holdings, the Borrower or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect. The consummation of the Transactions will not
give rise to any right of termination or right of renegotiation on the part of
any union under any collective bargaining agreement to which Holdings, the
Borrower or any Subsidiary is bound.

      SECTION 3.22. SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the assets of the Loan Parties taken as a whole, at
a fair valuation, will exceed their debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
the Loan Parties taken as a whole will be greater than the amount that will be
required to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Loan Parties taken as a whole will be able
to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (d) the Loan Parties
taken as a whole will not have unreasonably small capital with which to conduct
the businesses in which they are engaged as such businesses are now conducted
and are proposed to be conducted following the Closing Date.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

      The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

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                                                                              65

      SECTION 4.01. ALL CREDIT EVENTS. On the date of each Borrowing, including
each Borrowing of a Swingline Loan, and on the date of each issuance, amendment,
extension or renewal of a Letter of Credit (each such event being called a
"CREDIT EVENT"):

      (a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 (or such notice shall have been deemed
given in accordance with Section 2.03) or, in the case of the issuance,
amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance,
amendment, extension or renewal of such Letter of Credit as required by Section
2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline
Lender and the Administrative Agent shall have received a notice requesting such
Swingline Loan as required by Section 2.22(b).

      (b) The representations and warranties set forth in Article III hereof or
in any other Loan Document shall be true and correct in all material respects on
and as of the date of such Credit Event with the same effect as though made on
and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

      (c) The Borrower and each other Loan Party shall be in compliance in all
material respects with all the terms and provisions set forth herein and in each
other Loan Document on its part to be observed or performed, and at the time of
and immediately after such Credit Event, no Event of Default or Default shall
have occurred and be continuing.

      Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower and Holdings on the date of such Credit Event as to the
matters specified in paragraphs (b) and (c) of this Section 4.01.

      SECTION 4.02. FIRST CREDIT EVENT. On the Closing Date:

      (a) The Administrative Agent shall have received, on behalf of itself, the
Lenders and the Issuing Bank, a favorable written opinion of (i) Davis Polk &
Wardwell, special counsel for Holdings and the Borrower, substantially to the
effect set forth in Exhibit F-1, (ii) Darlene Gerry, Senior Vice President,
General Counsel & Secretary for Holdings and the Borrower, substantially to the
effect set forth in Exhibit F-2, and (iii) each local counsel listed on Schedule
4.02(a) (other than any such opinion that relates to a Foreign Pledge Agreement
that is subject to the provisions of Section 5.11(b)), substantially to the
effect set forth in Exhibit F-3, in each case (A) dated the Closing Date, (B)
addressed to the Administrative Agent and the Lenders, and (C) covering such
other matters relating to the Loan Documents and the Transactions as the
Administrative Agent shall reasonably request, and Holdings and the Borrower
hereby request such counsel to deliver such opinions.

<PAGE>

                                                                              66

      (b) All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be
satisfactory to the Lenders and to the Administrative Agent.

      (c) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation or other equivalent document, including
all amendments thereto, of each Loan Party, certified as of a recent date by the
Secretary of State of the state of its organization, and a certificate as to the
good standing of each Loan Party as of a recent date, from such Secretary of
State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan
Party dated the Closing Date and certifying (A) that attached thereto is a true
and complete copy of the by-laws or other equivalent document of such Loan Party
as in effect on the Closing Date and at all times since a date prior to the date
of the resolutions described in clause (B) below, (B) that attached thereto is a
true and complete copy of resolutions duly adopted by the Board of Directors or
other equivalent body of such Loan Party authorizing the execution, delivery and
performance of the Loan Documents to which such person is a party and, in the
case of the Borrower, the borrowings hereunder, and that such resolutions have
not been modified, rescinded or amended and are in full force and effect, (C)
that the certificate or articles of incorporation or other equivalent document
of such Loan Party have not been amended since the date of the last amendment
thereto shown on the certificate of good standing furnished pursuant to clause
(i) above), and (D) as to the incumbency and specimen signature of each officer
executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party; (iii) a certificate of another officer as
to the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to (ii) above; and (iv) such other documents
as the Lenders, the Issuing Bank or the Administrative Agent may reasonably
request.

      (d) The Administrative Agent shall have received a certificate, dated the
Closing Date and signed by a Financial Officer of the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c) of
Section 4.01.

      (e) The Administrative Agent shall have received, or shall receive
substantially simultaneously with the initial Borrowing of the Term Loans
hereunder, all Fees and other amounts due and payable on or prior to the Closing
Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder or under any other Loan Document.

      (f) The Security Documents (other than any Foreign Pledge Agreement that
is subject to the provisions of Section 5.11(b)) shall have been duly executed
by each Loan Party that is to be a party thereto and shall be in full force and
effect on the Closing Date. The Collateral Agent on behalf of the Secured
Parties shall have a security interest in the Collateral of the type and
priority described in each such Security Document.

      (g) The Collateral Agent shall have received a Perfection Certificate with
respect to the Loan Parties dated the Closing Date and duly executed by a
Responsible Officer of Holdings and the Borrower, and shall have received the
results of a search of the Uniform

<PAGE>

                                                                              67

Commercial Code filings (or equivalent filings) made with respect to the Loan
Parties in the states (or other jurisdictions) of formation of such persons, as
indicated on such Perfection Certificate, together with copies of the financing
statements (or similar documents) disclosed by such search, and accompanied by
evidence satisfactory to the Collateral Agent that the Liens indicated in any
such financing statement (or similar document) would be permitted under Section
6.02 or have been or will be contemporaneously released or terminated.

      (h) (i) Each of the Security Documents, in form and substance satisfactory
to the Lenders, relating to each of the Mortgaged Properties shall have been
duly executed by the parties thereto and delivered to the Collateral Agent and
shall be in full force and effect, (ii) each of such Mortgaged Properties shall
not be subject to any Lien other than those permitted under Section 6.02, (iii)
each of such Security Documents shall have been filed and recorded in the
recording office as specified on Schedule 3.19(c) (or a lender's title insurance
policy (or a date down endorsement thereto), in form and substance acceptable to
the Collateral Agent, insuring such Security Document as a first lien on such
Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have
been received by the Collateral Agent) and, in connection therewith, the
Collateral Agent shall have received evidence satisfactory to it of each such
filing and recordation or arrangements therefor and (iv) the Collateral Agent
shall have received such other documents, including a policy or policies of
title insurance issued by a nationally recognized title insurance company (or a
"marked" and signed commitment to issue such policy) (or a date down endorsement
to any such policies previously issued and delivered to the Collateral Agent) as
may be reasonably requested by the Collateral Agent and the Lenders, insuring
the Mortgages as valid first liens on the Mortgaged Properties, free of Liens
other than those permitted under Section 6.02.

      (i) The Administrative Agent shall have received a copy of, or a
certificate as to coverage under, the insurance policies required by Section
5.02 and the applicable provisions of the Security Documents, each of which
shall be endorsed or otherwise amended to include a "standard" or "New York"
lender's loss payable endorsement and to name the Collateral Agent as additional
insured, in form and substance satisfactory to the Administrative Agent.

      (j) All principal, interest, fees and other amounts due or outstanding
under the Existing Credit Agreement shall have been paid in full, the
commitments thereunder terminated and all guarantees and security in support
thereof discharged and released, and the Administrative Agent shall have
received reasonably satisfactory evidence thereof.

      (k) The Existing Notes Repurchase shall have been consummated or shall be
consummated with respect to Existing Notes validly tendered and not withdrawn
prior to the Closing Date, and the Borrower shall have accepted for payment, or
shall accept for payment substantially simultaneously with the initial Borrowing
of the Loans, each of the Existing Notes validly tendered (and not withdrawn)
pursuant to the Debt Tender Offer and, if fewer than all the issued and
outstanding Existing Notes shall have been so purchased, the Existing Indenture
shall have been amended pursuant to the consent

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                                                                              68

solicitation in connection with the Debt Tender Offer, all in accordance with
applicable law and the Existing Indenture and in all material respects on the
terms described herein.

      (l) Immediately after giving effect to the Transactions and the other
transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries
shall have outstanding no Indebtedness or preferred stock other than (a)
Indebtedness set forth on Schedule 6.01 and (b) other Indebtedness permitted by
Section 6.01.

      (m) The Lenders shall have received the financial statements and opinion
referred to in Section 3.05, none of which shall be materially inconsistent with
the financial statements or forecasts previously provided to the Lenders.

      (n) All requisite material governmental authorities and material third
parties shall have approved or consented to the Transactions and the other
transactions contemplated hereby to the extent required, all applicable appeal
periods shall have expired and there shall be no litigation, governmental,
administrative or judicial action, actual or threatened, that could reasonably
be expected to restrain, prevent or impose burdensome conditions on the
Transactions or the other transactions contemplated hereby.

      (o) The Lenders shall have received, to the extent requested, all
documentation and other information required by regulatory authorities under
applicable "know your customer" and anti-money laundering rules and regulations,
including the USA PATRIOT Act.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

      Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been cancelled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing, each of Holdings and the
Borrower will, and will cause each of its Subsidiaries (other than Immaterial
Subsidiaries) to:

      SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05.

      (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with all applicable laws, rules,

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                                                                              69

regulations (including any zoning, building, Environmental Law, ordinance, code
or approval or any building permits or any restrictions of record or agreements
affecting the Mortgaged Properties) and decrees and orders of any Governmental
Authority, whether now in effect or hereafter enacted, except where the failure
to comply could not reasonably be expected to have a Material Adverse Effect;
and at all times maintain and preserve all property material to the conduct of
such business and keep such property in good repair, working order and condition
and from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that nothing in this Section 5.01(b) shall
prevent (i) sales of assets, consolidations or mergers by or involving Holdings,
the Borrower or any of their respective Subsidiaries in accordance with Section
6.05, (ii) the withdrawal by Holdings, the Borrower or any of their respective
Subsidiaries of their qualification as a foreign corporation in any jurisdiction
where such withdrawal could not reasonably be expected to have a Material
Adverse Effect or (iii) the abandonment by Holdings, the Borrower or any of
their respective Subsidiaries of any rights, franchises, licenses and patents
that the Borrower reasonably determines are not useful to its business.

      SECTION 5.02. INSURANCE. (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as is customary with companies in
the same or similar businesses operating in the same or similar locations,
including public liability insurance against claims for personal injury or death
or property damage occurring upon, in, about or in connection with the use of
any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.

      (b) Cause all such policies covering any Collateral to be endorsed or
otherwise amended to include a "standard" or "New York" lender's loss payable
endorsement, in form and substance satisfactory to the Administrative Agent and
the Collateral Agent, which endorsement shall provide that, from and after the
Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event
of Default which is continuing, the insurance carrier shall pay all proceeds
otherwise payable to the Borrower or the Loan Parties under such policies
directly to the Collateral Agent; cause all such policies to provide that
neither the Borrower, the Administrative Agent, the Collateral Agent nor any
other party shall be a coinsurer thereunder and to contain a "Replacement Cost
Endorsement", without any deduction for depreciation, and such other provisions
as the Administrative Agent or the Collateral Agent may reasonably require from
time to time to protect their interests; deliver certificates of insurance
evidencing all such policies to the Collateral Agent; cause each such policy to
provide that it shall not be cancelled, modified or not renewed (i) by reason of
nonpayment of premium upon not less than 10 days' prior written notice thereof
by the insurer to the Administrative Agent and the Collateral Agent (giving the
Administrative Agent and the Collateral Agent the right to cure defaults in the
payment of premiums) or (ii) for any other reason upon not less than 30 days'
prior written notice

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                                                                              70

thereof by the insurer to the Administrative Agent and the Collateral Agent;
deliver to the Administrative Agent and the Collateral Agent, prior to the
cancellation, material modification or nonrenewal of any such policy of
insurance, a copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Administrative Agent and the
Collateral Agent) together with evidence satisfactory to the Administrative
Agent and the Collateral Agent of payment of the premium therefor.

      (c) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated (i) a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), obtain flood insurance in such total amount as the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
to time require, and otherwise comply with the National Flood Insurance Program
as set forth in the Flood Disaster Protection Act of 1973, as it may be amended
from time to time, or (ii) a "Zone 1" area, obtain earthquake insurance in such
total amount as the Administrative Agent, the Collateral Agent or the Required
Lenders may from time to time require.

      (d) With respect to any Mortgaged Property, carry and maintain
comprehensive general liability insurance including the "broad form CGL
endorsement" and coverage on an occurrence basis against claims made for
personal injury (including bodily injury, death and property damage) and
comprehensive umbrella liability insurance, in no event for a combined single
limit of less than $25,000,000, naming the Collateral Agent as an additional
insured, on forms satisfactory to the Collateral Agent.

      (e) Notify the Administrative Agent and the Collateral Agent immediately
whenever any separate insurance concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 5.02 is taken out
by the Borrower; and promptly deliver to the Administrative Agent and the
Collateral Agent a duplicate original copy of such policy or policies.

      SECTION 5.03. OBLIGATIONS AND TAXES. Pay its Material Indebtedness and
other material obligations promptly and in accordance with their terms and pay
and discharge promptly when due all material Taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all lawful claims for labor, materials and supplies or otherwise that, if
unpaid, might give rise to a Lien upon such properties or any part thereof;
provided, however, that such payment and discharge shall not be required with
respect to any such Tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and such person shall have set aside on its books adequate reserves
with respect thereto in accordance with GAAP and such contest operates to
suspend collection of the contested obligation, Tax, assessment or charge and
enforcement of a Lien and, in the case of a Mortgaged Property, there is no risk
of forfeiture of such property.

      SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC. In the case of Holdings
and the Borrower, furnish to the Administrative Agent and each Lender:

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                                                                              71

      (a) within 90 days after the end of each fiscal year, its consolidated and
consolidating balance sheet and related statements of income, stockholders'
equity and cash flows showing the financial condition of each of Holdings and
the Borrower and their respective consolidated Subsidiaries as of the close of
such fiscal year and the results of its operations and the operations of such
Subsidiaries during such year, all audited by Ernst & Young LLP or other
independent public accountants of recognized national standing and accompanied
by an opinion of such accountants (which shall not be qualified in any material
respect) to the effect that such consolidated financial statements fairly
present, in all material respects, the financial condition and results of
operations of each of Holdings and the Borrower and their respective
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

      (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, its consolidated and consolidating balance sheet
and related statements of income, stockholders' equity and cash flows showing
the financial condition of each of Holdings and the Borrower and their
respective consolidated Subsidiaries as of the close of such fiscal quarter and
the results of its operations and the operations of such Subsidiaries during
such fiscal quarter and the then elapsed portion of the fiscal year, all
certified by one of its Financial Officers as fairly presenting, in all material
respects, the financial condition and results of operations of each of Holdings
and the Borrower and their respective consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments;

      (c) concurrently with any delivery of financial statements under paragraph
(a) or (b) above, (i) a certificate of a Financial Officer opining on or
certifying such statements certifying that no Event of Default or Default has
occurred or, if such an Event of Default or Default has occurred, specifying the
nature and extent thereof and any corrective action taken or proposed to be
taken with respect thereto, setting forth computations in reasonable detail
satisfactory to the Administrative Agent demonstrating compliance with the
Financial Covenants and, in the case of paragraph (a) above, setting forth
Holdings' calculation of Excess Cash Flow, the Borrower's Portion of Excess Cash
Flow for such fiscal year and identifying the application, if any, of any
Borrower's Portion of Excess Cash Flow from the immediately preceding fiscal
year to Permitted Acquisitions pursuant to Section 6.04(m) or investments
pursuant to Section 6.04(o) and (ii) in the case of paragraph (a) above, a
report of the accounting firm opining on or certifying such financial statements
stating that in the course of its regular audit of the financial statements of
Holdings, the Borrower and their respective Subsidiaries, which audit was
conducted in accordance with GAAP, such accounting firm obtained no knowledge
that any Event of Default or Default has occurred or, if in the opinion of such
accounting firm such an Event of Default or Default has occurred, specifying the
nature and extent thereof;

      (d) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials (other than
exhibits thereto (unless requested by the Administrative Agent) and any
registration statements on Form S-8 or its equivalent) filed by Holdings or any
Subsidiary with the SEC, or any Governmental

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                                                                              72

Authority succeeding to any or all of the functions of the SEC, or with any
national securities exchange, or distributed to holders of any Material
Indebtedness pursuant to the terms of the documentation governing such
Indebtedness (or any trustee, agent or other representative therefor), as the
case may be;

      (e) no later than 90 days following the first day of each fiscal year of
Holdings, a budget in form reasonably satisfactory to the Administrative Agent
(including budgeted statements of income by each of the Borrower's business
units and sources and uses of cash and balance sheets) prepared by Holdings for
(i) each of the four quarters of such fiscal year prepared in detail and (ii)
each of the two years immediately following such fiscal year prepared in summary
form, in each case, of Holdings and its Subsidiaries, accompanied by the
statement of a Financial Officer of Holdings to the effect that the budget is a
reasonable estimate for the period covered thereby;

      (f) promptly after the request by any Lender, all documentation and other
information that such Lender reasonably requests in order to comply with its
ongoing obligations under applicable "know your customer" and anti-money
laundering rules and regulations, including the USA Patriot Act; and

      (g) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of Holdings, the Borrower
or any Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

      SECTION 5.05. LITIGATION AND OTHER NOTICES. Furnish to the Administrative
Agent, the Issuing Bank and each Lender prompt written notice of the following:

      (a) any Event of Default or Default, specifying the nature and extent
thereof and the corrective action (if any) taken or proposed to be taken with
respect thereto;

      (b) the filing or commencement of, or any threat or notice of intention of
any person to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any Governmental Authority, against the Borrower or
any Affiliate thereof that could reasonably be expected to result in a Material
Adverse Effect;

      (c) any development that has resulted in, or could reasonably be expected
to result in, a Material Adverse Effect; and

      (d) upon obtaining knowledge thereof, any change in the ratings of the
Credit Facilities by S&P or Moody's, or any notice from either such agency
indicating its intent to effect such a change or to place the Borrower or the
Credit Facilities on a "CreditWatch" or "WatchList" or any similar list, in each
case with negative implications, or its cessation of, or its intent to cease,
rating the Credit Facilities.

      SECTION 5.06. EMPLOYEE BENEFITS. (a) Comply in all material respects with
the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent as soon as possible after, and in any event within 10 days
after any Responsible

<PAGE>

                                                                              73

Officer of Holdings or any ERISA Affiliate knows or has reason to know that, any
ERISA Event has occurred that, alone or together with any other ERISA Event,
could reasonably be expected to result in liability of Holdings in an aggregate
amount exceeding $10,000,000, a statement of a Financial Officer of Holdings
setting forth details as to such ERISA Event and the action, if any, that
Holdings proposes to take with respect thereto.

      SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
Keep proper books of record and account in which full, true and correct entries
in conformity with GAAP and all requirements of law are made of all dealings and
transactions in relation to its business and activities. Each Loan Party will,
and will cause each of its Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender to visit and inspect the
financial records and the properties of Holdings, the Borrower or any Subsidiary
at reasonable times and as often as reasonably requested and to make extracts
from and copies of such financial records, and permit any representatives
designated by the Administrative Agent or any Lender to discuss the affairs,
finances and condition of Holdings, the Borrower or any Subsidiary with the
officers thereof and (with the participation of or prior notice to such
officers) independent accountants therefor.

      SECTION 5.08. USE OF PROCEEDS. Use the proceeds of the Loans and request
the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement.

      SECTION 5.09. COMPLIANCE WITH ENVIRONMENTAL LAWS. Comply, and cause all
lessees and other persons occupying its Properties to comply, with all
Environmental Laws and Environmental Permits applicable to its operations and
Properties; obtain and renew all Environmental Permits necessary for its
operations and Properties; and conduct any Remedial Action in accordance with
Environmental Laws, except where such failure to comply or failure to obtain or
renew any necessary permit or conduct any Remedial Action, could not reasonably
be expected to have a Material Adverse Effect; provided, however, that none of
Holdings, the Borrower or any of the Subsidiaries shall be required to undertake
any Remedial Action required by Environmental Laws to the extent that its
obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP.

      SECTION 5.10. PREPARATION OF ENVIRONMENTAL REPORTS. If a Default caused by
reason of a breach of Section 3.17 or 5.09 shall have occurred and be continuing
for more than 20 days without the Borrower or its Subsidiaries commencing
activities reasonably likely to cure such Default, at the written request of the
Required Lenders through the Administrative Agent, provide to the Lenders within
45 days after such request, at the expense of the Borrower, an environmental
site assessment report regarding the matters which are the subject of such
Default prepared by an environmental consulting firm reasonably acceptable to
the Administrative Agent and indicating the presence or absence

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                                                                              74

of Hazardous Materials and the estimated cost of any compliance or Remedial
Action in connection with such Default.

      SECTION 5.11. FURTHER ASSURANCES. (a) Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to effectuate the transactions
contemplated by the Loan Documents and in order to grant, preserve, protect and
perfect the validity and first priority of the security interests created or
intended to be created by the Security Documents. Holdings will cause any
subsequently acquired or organized Domestic Subsidiary (other than an Immaterial
Subsidiary), or any Domestic Subsidiary that is an Immaterial Subsidiary and
that loses its status as such pursuant to the definition of Immaterial
Subsidiary, promptly to become party to the Guarantee and Collateral Agreement
and each applicable Security Document in favor of the Collateral Agent. In
addition, from time to time, the Borrower will, at its cost and expense,
promptly secure the Obligations by pledging or creating, or causing to be
pledged or created, perfected security interests with respect to such of its
assets and properties as the Administrative Agent or the Required Lenders shall
designate (it being understood that it is the intent of the parties that the
Obligations shall be secured by, among other things, substantially all the
assets of the Loan Parties (including real and other properties acquired
subsequent to the Closing Date)); provided that not more than 65% of the voting
stock of any Foreign Subsidiary shall be required to be pledged to secure the
Obligations. Such security interests and Liens will be created under the
Security Documents and other security agreements, mortgages, deeds of trust and
other instruments and documents in form and substance satisfactory to the
Collateral Agent, and Holdings or the Borrower shall deliver or cause to be
delivered to the Lenders all such instruments and documents (including legal
opinions, title insurance policies and lien searches) as the Collateral Agent
shall reasonably request to evidence compliance with this Section. The Borrower
agrees to provide such evidence as the Collateral Agent shall reasonably request
as to the perfection and priority status of each such security interest and
Lien.

      (b) Within 30 days of the Closing Date (or such later date as the
Administrative Agent may agree in its sole discretion), Holdings and the
Borrower shall cause, to the extent not entered into on the Closing Date, the
Foreign Pledge Agreements referred to in clauses (a) through (d) of the
definition thereof and the opinions of local counsel listed on Schedule 4.02(a)
related thereto to be executed and delivered by the parties thereto in
accordance with the terms thereof, and will take all other actions necessary to
create in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Foreign Pledged
Collateral described therein and the proceeds thereof.

<PAGE>

                                                                              75

                                   ARTICLE VI

                               NEGATIVE COVENANTS

      Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been cancelled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, neither Holdings nor the Borrower
will, nor will they cause or permit any of their respective Subsidiaries to:

      SECTION 6.01. INDEBTEDNESS. Incur, create, assume or permit to exist any
Indebtedness, except:

      (a) Indebtedness incurred pursuant to this Agreement and the other Loan
Documents;

      (b) Indebtedness actually outstanding on the Closing Date and listed on
Schedule 6.01;

      (c) Indebtedness under non-speculative Interest Rate Protection Agreements
which may be entered into from time to time by the Borrower and which the
Borrower in good faith believes will provide protection against fluctuations in
interest rates with respect to floating rate Indebtedness then outstanding, and
permitted to remain outstanding, pursuant to the other provisions of this
Section 6.01;

      (d) Indebtedness evidenced by Capital Lease Obligations not in excess of
$15,000,000 at any time outstanding;

      (e) Indebtedness subject to Liens permitted under Section 6.02(f), so long
as the outstanding amount of such Indebtedness does not exceed the amount
provided in said Section 6.02(f);

      (f) intercompany Indebtedness of Holdings, the Borrower and its
Subsidiaries outstanding to the extent permitted by Section 6.04(f), (g), (h),
(o) and (q);

      (g) in addition to any Indebtedness permitted by the preceding paragraph
(f), Indebtedness of any Wholly Owned Subsidiary to the Borrower or another
Wholly Owned Subsidiary constituting the purchase price in respect of
intercompany transfers of goods and services made in the ordinary course of
business to the extent not constituting Indebtedness for borrowed money;

      (h) Indebtedness under performance bonds, surety, appeal or similar bonds,
completion guaranties, letter of credit obligations to provide security for
worker's compensation claims and bank overdrafts, in each case incurred in the
ordinary course of

<PAGE>

                                                                              76

business; provided that any obligations arising in connection with such bank
overdraft Indebtedness is extinguished within five Business Days;

      (i) Indebtedness evidenced by Other Hedging Agreements entered into
pursuant to Section 6.04(e);

      (j) Indebtedness of Foreign Subsidiaries (and subordinated guarantees of
the Borrower and Holdings thereof) so long as the aggregate principal amount of
all Indebtedness (including letters of credit) incurred pursuant to this
paragraph (j) at any time outstanding does not exceed $20,000,000;

      (k) (i) any Existing Notes not tendered in (or withdrawn from) the Debt
Tender Offer and outstanding on the Closing Date (and senior subordinated
guarantees thereof by one or more of the Guarantors), and (ii) Other Permitted
Subordinated Debt (and senior subordinated guarantees thereof by one or more of
the Guarantors) in an aggregate principal amount under this clause (ii) not in
excess of $200,000,000 at any time outstanding; provided that (A) no Default or
Event of Default shall have occurred and be continuing at the time of the
incurrence of such Other Permitted Subordinated Debt or immediately after giving
effect thereto and the application of proceeds thereof, and (B) the Borrower
shall be in compliance with the covenant contained in Section 6.08 for the most
recent fiscal quarter preceding such incurrence for which financial statements
have been delivered to the Administrative Agent pursuant to Section 5.04(a) or
(b) on a pro forma basis after giving effect to the incurrence of such Other
Permitted Subordinated Debt and the application of the proceeds thereof
(assuming such Other Permitted Subordinated Debt had been incurred, and such
proceeds had been so applied, in each case on the first day of the relevant
calculation period);

      (l) Indebtedness consisting of (i) industrial revenue or industrial
development bonds or similar obligations or (ii) Capital Lease Obligations, in
each case of any Subsidiary that exists at the time such person becomes a
Subsidiary and that was not incurred in contemplation of or in connection with
the acquisition by the Borrower or a Subsidiary of such person;

      (m) Indebtedness of any Subsidiary that exists at the time such person
becomes a Subsidiary and that was not incurred in contemplation of or in
connection with the acquisition by the Borrower or the Subsidiary of such person
in an aggregate principal amount not to exceed $20,000,000 at any time
outstanding;

      (n) refinancings or renewals of Indebtedness permitted by Sections
6.01(b), (e), (k) and (m); provided that (i) any such refinancing Indebtedness
is in an aggregate principal amount not greater than the aggregate amount of the
Indebtedness being renewed or refinanced, plus the amount of any premiums
required to be paid thereon and fees and expenses associated therewith, (ii)
such refinancing Indebtedness has a later or equal final maturity and longer or
equal weighted average life than the Indebtedness being renewed or refinanced
and (iii) the covenants, events of default, subordination and other provisions
thereof (including any guarantees thereof) shall be, in the aggregate, no

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                                                                              77

less favorable to the Lenders than those contained in the Indebtedness being
renewed or refinanced; and

      (o) additional Indebtedness of the Borrower and its Subsidiaries to the
extent not permitted by the foregoing clauses of this Section 6.01 not to exceed
$30,000,000 in aggregate principal amount at any time outstanding.

      SECTION 6.02. LIENS. Create, incur, assume or permit to exist any Lien on
any property or assets (including Equity Interests or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

      (a) inchoate Liens for taxes, assessments or governmental charges or
levies not yet due and payable or Liens for taxes, assessments or governmental
charges or levies being contested in good faith and by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP in the
United States (or the equivalent thereof in any country in which a Foreign
Subsidiary is doing business, as applicable);

      (b) 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, landlord's and mechanics' liens and other similar
Liens arising in the ordinary course of business, and (i) which do not in the
aggregate materially detract from the value of the property or assets of
Holdings and its Subsidiaries, taken as a whole, or the Borrower and do not
materially impair the use thereof in the operation of the business of Holdings
and its Subsidiaries, taken as a whole, or the Borrower, or (ii) which are being
contested in good faith by appropriate proceedings, which proceedings (or orders
entered in connection with such proceedings) have the effect of preventing the
forfeiture or sale of the property or assets subject to any such Lien;

      (c) Liens and other matters in existence on the Closing Date and set forth
on Schedule 6.02 (including Liens and other matters set out on any applicable
title insurance policy on the Closing Date) and extensions, renewals and
replacements thereof; provided that (i) the aggregate principal amount of the
Indebtedness, if any, secured by such Liens does not increase and (ii) such
Liens do not encumber any additional assets or properties of Holdings or any of
its Subsidiaries;

      (d) Liens created pursuant to the Security Documents;

      (e) Liens upon assets of the Borrower and its Subsidiaries subject to
Capital Lease Obligations to the extent permitted by Section 6.01; provided that
(i) such Liens only serve to secure the payment of Indebtedness arising under
such Capital Lease Obligation and (ii) the Lien encumbering the asset giving
rise to the Capital Lease Obligation does not encumber any other asset (other
than proceeds thereof) of the Borrower or any Subsidiary of the Borrower;

<PAGE>

                                                                              78

      (f) Liens placed upon assets used in the ordinary course of business of
the Borrower or any of its Subsidiaries at the time of 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;
provided that (i) the aggregate outstanding principal amount of all Indebtedness
secured by Liens permitted by this paragraph (f) shall not at any time exceed
$15,000,000 and (ii) in all events, the Lien encumbering the assets so acquired
does not encumber any other asset (other than proceeds thereof) of the Borrower
or such Subsidiary;

      (g) easements, rights-of-way, restrictions (including zoning
restrictions), covenants, encroachments, protrusions and other similar charges
or encumbrances, and minor title deficiencies, in each case whether now or
hereafter in existence, not securing Indebtedness and not materially interfering
with the conduct of the business of Holdings and its Subsidiaries taken as a
whole or the Borrower;

      (h) Liens arising out of judgments or awards in respect of which Holdings,
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 be secured a
subsisting stay of execution pending such appeal or proceedings; provided that
the aggregate amount of all such judgments or awards (and any cash and the fair
market value of any property subject to such Liens) does not exceed $10,000,000
at any time outstanding;

      (i) Liens (other than any Lien imposed by ERISA) (i) incurred or deposits
made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, (ii) to
secure the performance of tenders, statutory obligations (other than excise
taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases,
government contracts, trade contracts, performance and return of money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money) or (iii) arising by virtue of deposits made in the ordinary course of
business to secure liability for premiums to insurance carriers; provided that
the aggregate amount of deposits at any time pursuant to clause (ii) and clause
(iii) shall not exceed $1,000,000 in the aggregate;

      (j) any interest or title of a lessor, sublessor, licensee or licensor
under any lease or license agreement permitted by this Agreement and any
interest of any mortgagee or other person claiming under any such lessor,
sublessor, licensor or licensee;

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

      (l) Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods entered into by the Borrower or any
of its Subsidiaries in the ordinary course of business in accordance with the
past practices of the Borrower and its Subsidiaries;

<PAGE>

                                                                              79

      (m) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens
do not extend to, or encumber, assets which constitute Collateral or the Equity
Interests of the Borrower or any of its Subsidiaries (other than any Subsidiary
of a Foreign Subsidiary), and (ii) such Liens extending to the assets of any
Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary
pursuant to Section 6.01(b) or 6.01(j);

      (n) Liens securing Indebtedness permitted by Sections 6.01(l) and (m);
provided that (i) such Liens were not created in contemplation of or in
connection with the related acquisition and (ii) such Liens do not apply to any
property or assets of the Borrower or any Subsidiary other than the assets
subject thereto prior to the related acquisition;

      (o) Liens not otherwise permitted by the foregoing paragraphs (a) through
(n) to the extent attaching to properties and assets with an aggregate fair
value at the time of attachment not in excess of, and securing liabilities not
in excess of, $15,000,000 in the aggregate at any time outstanding; and

      (p) Liens existing on property before the acquisition thereof by Holdings,
the Borrower or any of its Subsidiaries; provided that (i) such Liens were not
created in contemplation of such acquisition and (ii) such Liens do not apply to
any other assets or property (other than proceeds thereof) of the Borrower or
any Subsidiary.

      SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (i) the sale of such
property is permitted by Section 6.05 and (ii) any Liens arising in connection
with its use of such property are permitted by Section 6.02(e).

      SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES. 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
commodities at a future date in the nature of a futures contract, except that
the following shall be permitted:

      (a) the Borrower and its Subsidiaries may acquire and hold accounts
receivable owing to any of them;

      (b) 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 $5,000,000;

      (c) the Borrower may enter into Interest Rate Protection Agreements to the
extent permitted in Section 6.01(c);

<PAGE>

                                                                              80

      (d) Holdings, the Borrower and the Subsidiaries may consummate the
Transactions;

      (e) the Borrower and it Subsidiaries may enter into and perform its
obligations under Other Hedging Agreements entered into in the ordinary course
of business and so long as any such Other Hedging Agreement is not speculative
in nature and is (i) related to income derived from foreign operations of the
Borrower or any Subsidiary or otherwise related to purchases permitted hereunder
from foreign suppliers or (ii) entered into to protect the Borrower and/or its
Subsidiaries against fluctuations in the prices of raw materials used in their
businesses;

      (f) any Wholly Owned Subsidiary may make intercompany loans to Holdings,
the Borrower or any other Wholly Owned Subsidiary, and the Borrower or Holdings
may make intercompany loans and advances to any Wholly Owned Subsidiary or the
Borrower; provided that any promissory notes evidencing such intercompany loans
made by Holdings, the Borrower or a Domestic Wholly Owned Subsidiary shall be
pledged (and delivered) by Holdings, the Borrower or such Domestic Wholly Owned
Subsidiary as Collateral pursuant to the Guarantee and Collateral Agreement,
provided further that (i) none of Holdings, the Borrower or any Domestic
Subsidiaries of the Borrower may make loans to any Foreign Subsidiaries pursuant
to this paragraph (f) and (ii) any loans made by any Foreign Subsidiaries to
Holdings, the Borrower or any of its Domestic Subsidiaries pursuant to this
paragraph (f) shall be subordinated to the obligations of the Loan Parties
pursuant to subordination provisions in substantially the form of Exhibit G;

      (g) Holdings, the Borrower and its Subsidiaries may hold the investments
in their respective Subsidiaries existing on the Closing Date and may make
additional investments in Domestic Wholly Owned Subsidiaries following the
Closing Date;

      (h) the Borrower and its Domestic Wholly Owned Subsidiaries may (i) make
loans and advances to, or other investments in, the Belgian Subsidiary (and any
intermediate Wholly Owned Subsidiary holding company) on or after the Closing
Date in an aggregate amount not in excess of $20,000,000 at any time outstanding
(determined without reference to any write-downs or write-offs thereof) for the
purposes of financing the working capital needs of the Belgian Subsidiary and
its subsidiaries and (ii) make additional loans and advances to, or other
investments in, Foreign Subsidiaries on or after the Closing Date in an
aggregate amount not in excess of $20,000,000 at any time outstanding
(determined without reference to any write-downs or write-offs thereof);
provided that if any such loans or advances shall be evidenced by one or more
senior intercompany notes, such notes shall be pledged to the Collateral Agent
for the benefit of the Secured Parties pursuant to the Guarantee and Collateral
Agreement;

      (i) the Borrower and its Subsidiaries may sell or transfer assets in the
amounts and to the extent permitted by Section 6.05;

      (j) the Borrower may establish Subsidiaries to the extent permitted by
Section 6.13;

<PAGE>

                                                                              81

      (k) Holdings, the Borrower and the Subsidiaries may make investments in
Cash Equivalents;

      (l) the Borrower and the Subsidiaries may hold investments consisting of
noncash consideration received in connection with any sale of assets permitted
by Section 6.05;

      (m) the Borrower or any Domestic Wholly Owned Subsidiary may make
Permitted Acquisitions;

      (n) in addition to investments permitted by clauses (a) through (m) above,
the Borrower and its Subsidiaries may make investments in Joint Ventures so long
as the aggregate amount invested pursuant to this paragraph (n) does not exceed
$30,000,000 in the aggregate;

      (o) in addition to the investments permitted by clauses (a) through (n)
above, the Borrower and its Subsidiaries may make other investments, loans and
advances in an aggregate amount (valued at cost or outstanding principal amount,
as the case may be) not greater than the sum of (i) $40,000,000 and (ii) the
Borrower's Portion of Excess Cash Flow at any time outstanding;

      (p) investments consisting of guarantees permitted by Section 6.01 of
Indebtedness permitted by Section 6.01; and

      (q) any Foreign Subsidiary may make loans and advances to, or other
investments in, any Foreign Subsidiary.

      SECTION 6.05. MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND ACQUISITIONS.
Wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of (or
agree to do any of the foregoing at any future time) all or any part of its
property or assets as part of an Asset Sale (other than pursuant to casualty or
condemnation), 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, equipment, real property and intangible
assets in the ordinary course of business) of any person (or agree to do any of
the foregoing at any future time), except that:

      (a) each of the Borrower and its Subsidiaries may, subject to Section
2.13(b), make any Asset Sale so long as (i) the Borrower or its Subsidiaries
receive consideration at the time of such Asset Sale at least equal to the fair
market value (and, if the fair market value of such assets exceeds $2,000,000,
as determined in good faith by the Board of Directors of the Borrower or such
Subsidiary) of the assets sold, (ii) at least 75% of the consideration received
by the Borrower and the Subsidiaries in respect thereof is in the form of cash
or Cash Equivalents and (iii) the aggregate consideration received in respect of
all Asset Sales pursuant to this paragraph (a) shall not exceed $10,000,000 in
any four consecutive fiscal quarters of the Borrower;

<PAGE>

                                                                              82

      (b) investments and Permitted Acquisitions may be made to the extent
permitted by Section 6.04;

      (c) each of the Borrower and its Subsidiaries may lease (as lessee) real
or personal property in the ordinary course of business (so long as any such
lease does not create a Capital Lease Obligation except to the extent permitted
by Section 6.01);

      (d) the Borrower and its Subsidiaries may sell or discount, in each case
without recourse and in the ordinary course of business, overdue accounts
receivable arising in the ordinary course of business, but only in connection
with the compromise or collection thereof consistent with customary industry
practice (and not as part of any bulk sale);

      (e) licenses, cross-licenses or sublicenses by the Borrower and its
Subsidiaries of software, trademarks and other intellectual property in the
ordinary course of business and which do not materially interfere with the
business of Holdings and its Subsidiaries, taken as a whole, shall be permitted;

      (f) the Borrower or any Domestic Wholly Owned Subsidiary of the Borrower
may transfer assets or lease to or acquire or lease assets from the Borrower or
any other Domestic Wholly Owned Subsidiary or any Domestic Wholly Owned
Subsidiary may be merged into the Borrower (as long as the Borrower is the
surviving corporation of such merger as a Wholly Owned Subsidiary of Holdings)
or any other Domestic Wholly Owned Subsidiary of the Borrower;

      (g) any Immaterial Subsidiary may be wound up, liquidated or dissolved;

      (h) any Foreign Subsidiary may transfer assets or lease to or acquire or
lease assets from another Foreign Subsidiary or any Foreign Subsidiary may be
merged into any other Foreign Subsidiary; and

      (i) Capital Expenditures may be made to the extent permitted by Section
6.16.

To the extent the Required Lenders waive the provisions of this Section 6.05
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.05, such Collateral (unless sold to Holdings or a
Subsidiary of Holdings) shall be sold free and clear of the Liens created by the
Security Documents, and the Administrative Agent and Collateral Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.

      SECTION 6.06. DIVIDENDS. Authorize, declare or pay any Dividends with
respect to Holdings or any of its Subsidiaries, except that:

      (a) any Subsidiary of the Borrower (i) may pay cash Dividends to the
Borrower or any Subsidiary of the Borrower and (ii) if such Subsidiary is not a
Wholly Owned Subsidiary, may pay cash Dividends to its shareholders generally so
long as the Borrower or its respective Subsidiary which owns the equity interest
or interests in the Subsidiary paying such Dividends receives at least its
proportionate share thereof (based upon its

<PAGE>

                                                                              83

relative holdings of equity interests in the Subsidiary paying such Dividends
and taking into account the relative preferences, if any, of the various classes
of equity interests in such Subsidiary);

      (b) so long as there shall exist no Default or Event of Default (both
before and after giving effect to the payment thereof), Holdings may repurchase
its outstanding Equity Interests (or options to purchase such Equity Interests)
following the death, disability, retirement or termination of employment of
employees, officers or directors of Holdings or any of its Subsidiaries;
provided that (i) all amounts used to effect such repurchases are obtained by
Holdings from a substantially concurrent issuance of its Equity Interests (or
options to purchase such Equity Interests) to other employees, members of
management, executive officers or directors of Holdings or any of its
Subsidiaries or (ii) to the extent the proceeds used to effect any repurchase
pursuant to this clause (ii) are not obtained as described in preceding clause
(i), the aggregate amount of Dividends paid by Holdings pursuant to this
paragraph (b) (exclusive of amounts paid as described pursuant to preceding
clause (i)) shall not exceed $4,000,000 in any fiscal year of Holdings; provided
that, in the event that the maximum amount which is permitted to be expended in
respect of Dividends during any fiscal year pursuant to this clause (b)(ii) is
not fully expended during such fiscal year, the maximum amount which may be
expended during the immediately succeeding fiscal year pursuant to this clause
(b)(ii) shall be increased by such unutilized amount;

      (c) the Borrower may pay cash Dividends to Holdings for the purpose of
paying, so long as all proceeds thereof are promptly used by Holdings to pay,
its operating expenses incurred in the ordinary course of business and other
corporate overhead costs and expenses (including, without limitation, legal and
accounting expenses and similar expenses); provided that the aggregate amount of
Dividends paid by the Borrower pursuant to this clause (c) shall not exceed
$2,000,000 in any fiscal year of Holdings;

      (d) the Borrower may pay cash Dividends to Holdings (whether or not
pursuant to a Tax Sharing Agreement) for the purpose of paying, so long as all
proceeds thereof are promptly used by Holdings to pay, franchise taxes and
Federal, state and local income taxes and interest and penalties with respect
thereto, if any, payable by Holdings; provided, however, that the amount of any
such payment shall not exceed the amount of taxes that the Borrower would have
been liable for on a stand-alone basis; provided further, however, that any
refund shall be promptly returned by Holdings to the Borrower; and

      (e) the Borrower may pay cash Dividends to Holdings for the purpose of
enabling Holdings to pay the Dividends referred to in clause (b) above, so long
as all proceeds thereof are promptly used by Holdings to pay such Dividends.

      SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Except for transactions among
the Borrower and the Subsidiary Guarantors, enter into any transaction or series
of related transactions, whether or not in the ordinary course of business, with
any Affiliate of Holdings or any of its Subsidiaries, other than in the ordinary
course of business and on

<PAGE>

                                                                              84

terms and conditions substantially as favorable to Holdings or such Subsidiary
as would reasonably be obtained by Holdings or such Subsidiary at that time in a
comparable arm's-length transaction with a person other than an Affiliate,
except that:

      (a) Dividends may be paid to the extent provided in Section 6.06;

      (b) loans may be made and other transactions may be entered into between
and among the Borrower, Holdings, the Subsidiaries and their respective
Affiliates to the extent permitted by Sections 6.01, 6.04 and 6.05;

      (c) customary fees may be paid to non-officer directors of Holdings; and

      (d) fees may be paid to CVC, FP or any of their respective affiliates from
time to time for financial, consulting and underwriting services which do not
exceed the usual and customary fees of CVC, FP or their respective affiliates
for similar services provided to other customers.

      SECTION 6.08. CONSOLIDATED INTEREST COVERAGE RATIO. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, ended during any period
set forth below to be less than the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
            Period                                         Ratio
-------------------------------------                    -----------
<S>                                                      <C>
Closing Date to September 30, 2006                       4.00 to 1.0
October 1, 2006 to September 30, 2007                    4.25 to 1.0
October 1, 2007 and thereafter                           4.50 to 1.0
</TABLE>

      SECTION 6.09. MAXIMUM LEVERAGE RATIO. 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:

<TABLE>
<CAPTION>
             Period                                         Ratio
-------------------------------------                    -----------
<S>                                                      <C>
Closing Date to September 30, 2006                       3.00 to 1.0
October 1, 2006 to September 30, 2007                    2.75 to 1.0
October 1, 2007 and thereafter                           2.50 to 1.0
</TABLE>

      SECTION 6.10. LIMITATION ON MODIFICATIONS OF INDEBTEDNESS; MODIFICATIONS
OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN OTHER AGREEMENTS, ETC. (a)
Amend or modify, or permit the amendment or modification of, any provision of
the Existing Notes or any Other Permitted Subordinated Debt or of any agreement
(including, without limitation, any purchase agreement, indenture, loan
agreement or security agreement) relating thereto other than in connection with
the Debt Tender Offer and any other amendments or modifications to the Existing
Notes or any Other Permitted Subordinated Debt or such agreement which do not in
any way materially adversely affect the interests of the Lenders; (b) make (or
give any notice in respect of) any payment of any nature

<PAGE>

                                                                              85

whatsoever (other than regularly scheduled payments of interest) with respect
to, or any payment (including any prepayment) on or redemption or acquisition
for value of any Existing Notes or any Other Permitted Subordinated Debt (other
than pursuant to the Existing Notes Repurchase and the notice relating thereto);
provided, however, that the Borrower may repurchase, redeem or otherwise acquire
for value any Existing Notes or Other Permitted Subordinated Debt (and give
notice in respect thereof) so long as (i) at the time of such acquisition and
immediately after giving effect thereto no Default or Event of Default shall
have occurred and be continuing, (ii) the purchase or redemption price of the
Indebtedness so acquired shall not exceed 115% (or, in the case of the Existing
Notes, 125%) of the principal or face amount thereof, (iii) immediately after
giving pro forma effect to such acquisition, there shall be at least $35,000,000
of unused Revolving Credit Commitments, (iv) on the date of such acquisition and
after giving pro forma effect thereto, the Senior Leverage Ratio shall not be
greater than 1.50 to 1.0 (or, in the case of an acquisition of Existing Notes,
1.75 to 1.0) and (v) the total consideration paid in connection therewith and in
connection with any other repurchases, redemptions or acquisitions for value
pursuant to this proviso (including in respect of the principal or face amount
of the Indebtedness so repurchased, redeemed or otherwise acquired, any
associated redemption premium and any associated fees and expenses) shall not in
the aggregate exceed $50,000,000; (c) amend or modify, or permit the amendment
or modification of any Tax Sharing Agreement, except for amendments or
modifications which are not in any way adverse in any material respect to the
interests of the Lenders; or (d) amend, modify or change its Certificate of
Incorporation (including, without limitation, by the filing or modification of
any certificate of designation) or By-laws, or any agreement entered into by it,
with respect to its capital stock (including any shareholders' agreement), or
enter into any new agreement with respect to its capital stock, other than any
amendments, modifications or changes or any such new agreements which do not in
any way materially adversely affect in any material respect the interests of the
Lenders; provided that nothing in this clause (d) shall prevent Holdings or any
of its Subsidiaries from amending its Certificate of Incorporation or By-laws to
provide indemnification to any officer or director of Holdings or any such
Subsidiary to the maximum extent permitted by the law of its jurisdiction of
incorporation; and provided further that Holdings may issue such capital stock
as is not prohibited by Section 6.12 and may amend its Certificate of
Incorporation to authorize any such capital stock.

      SECTION 6.11. LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. Directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction on the ability of any 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 a
Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of
the Borrower's Subsidiaries or (c) transfer any of its properties or assets to
the Borrower or any of the Borrower's Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Loan Documents or the Existing Notes, the Other
Permitted Subordinated Debt or the Existing Indenture or any other indenture
relating thereto, (iii) customary provisions restricting subletting or
assignment of any lease governing a

<PAGE>

                                                                              86

leasehold interest of the Borrower or a Subsidiary of the Borrower, (vi)
customary provisions restricting assignment of any agreement entered into by the
Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v)
any holder of a Lien permitted by Section 6.02 may restrict the transfer of the
asset or assets subject thereto, (vi) restrictions which are not more
restrictive than those contained in this Agreement contained in any documents
governing any Indebtedness incurred after the Closing Date in accordance with
the provisions of this Agreement, (vii) any restriction relating to Indebtedness
of a Subsidiary and existing at the time it became a Subsidiary if such
restriction was not created in connection with or in anticipation of the
transaction or series of transactions pursuant to which such Subsidiary became a
Subsidiary or was acquired by the Borrower or any Subsidiary, and (viii) any
restrictions with respect to assets contractually committed to be sold as long
as such sale is otherwise permitted by this Agreement.

      SECTION 6.12. LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) With respect to
Holdings, issue any capital stock that is not Qualified Capital Stock.

      (b) Holdings 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 additional issuances which do not decrease the
percentage ownership of Holdings or any of its Subsidiaries in any class of the
capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of
the Borrower, to qualify directors and to satisfy national citizenship
requirements to the extent required by applicable law, and (iv) Subsidiaries of
the Borrower formed after the Closing Date pursuant to Section 6.13 may issue
capital stock to the Borrower or the respective Subsidiary of the Borrower which
is to own such stock. All capital stock issued in accordance with this Section
6.12(b) shall, to the extent required by the Guarantee and Collateral Agreement,
be delivered to the Collateral Agent for pledge pursuant to the Guarantee and
Collateral Agreement.

      SECTION 6.13. LIMITATION ON CREATION OF SUBSIDIARIES; IMMATERIAL
SUBSIDIARIES. (a) Establish, create or acquire any additional Subsidiaries
without the prior written consent of the Required Lenders; provided that the
Borrower may establish or create or, in a Permitted Acquisition, acquire one or
more Wholly Owned Subsidiaries of the Borrower without such consent so long as,
unless such Subsidiary is an Immaterial Subsidiary, (i) 100% of the Equity
Interests of any new Domestic Subsidiary (or all Equity Interests of any new
Foreign Subsidiary which is owned by any Loan Party, except that not more than
65% of the voting stock of any such Foreign Subsidiary shall be required to be
so pledged) is upon the creation, establishment or acquisition of any such new
Subsidiary pledged and delivered to the Collateral Agent for the benefit of the
Secured Parties under the Guarantee and Collateral Agreement (or, as applicable,
a Foreign Pledge Agreement) and (ii) upon the creation, establishment or
acquisition of any such new Domestic Subsidiary such Domestic Subsidiary becomes
a party to the applicable Security Documents in accordance with Section 5.11 and
the other Loan Documents.

<PAGE>

                                                                              87

      (b) Make any capital contributions to, transfer any assets to or otherwise
invest in any Immaterial Subsidiary, or permit any Immaterial Subsidiary to
conduct any business or incur any Indebtedness that would result in such
Immaterial Subsidiary losing its status as an Immaterial Subsidiary pursuant to
the definition of Immaterial Subsidiary unless such Subsidiary, in the case of
any Immaterial Subsidiary that is a Domestic Subsidiary, shall have become a
party to the Security Documents and 100% of its Equity Interests have been
pledged to secure the Obligations or, in the case of any Immaterial Subsidiary
that is a Foreign Subsidiary, 65% of its Equity Interests held by the Loan
Parties have been pledged to secure the Obligations.

      SECTION 6.14. BUSINESS. (a) With respect to Holdings, engage in any
business activities or have any assets or liabilities, other than (i) its
ownership of the capital stock of the Borrower and liabilities incidental
thereto, including its guarantee and other liabilities pursuant to the Loan
Documents, (ii) its obligations, if any, pursuant to the Existing Notes and any
Other Permitted Subordinated Debt (including the Existing Indenture or any
indenture or other agreements relating thereto) and Qualified Capital Stock,
(iii) its employment of members of management of the Borrower, (iv) its rights
and obligations under the Recapitalization Agreement and the Shareholders
Agreement, (v) its rights and obligations pursuant to employment arrangement,
pension plans, stock options, stock ownership plans and other employee benefit
plans and (vi) its liabilities and obligations under any purchase or other
agreement entered into in connection with a Permitted Acquisition and negotiated
on an arms-length basis.

      (b) With respect to the Borrower and its Subsidiaries, engage (directly or
indirectly) in any business other than the business in which the Borrower and
its Subsidiaries are engaged on the Closing Date and other businesses reasonably
related thereto.

      SECTION 6.15. FISCAL YEAR. With respect to Holdings and the Borrower,
change its fiscal year-end to a date other than the December 31.

      SECTION 6.16. CAPITAL EXPENDITURES. (a) Make any Capital Expenditures in
an aggregate amount in excess of $70,000,000 in any fiscal year.

      (b) Notwithstanding anything to the contrary contained in paragraph (a)
above, to the extent that the aggregate amount of Capital Expenditures made by
the Borrower and its Subsidiaries pursuant to this Section 6.16 in any period
(other than Capital Expenditures made pursuant to this paragraph (b)) is less
than the amount permitted by paragraph (a) above with respect to such period, an
amount equal to 50% of such difference may be carried forward and used to make
Capital Expenditures in the immediately succeeding period; provided that Capital
Expenditures made in any such succeeding period shall be applied first to such
amounts carried forward before being applied to amounts permitted under
paragraph (a) above; and provided further that amounts once carried forward to
such succeeding period shall lapse and terminate at the end of such period.

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                                                                              88

                                  ARTICLE VII

                                EVENTS OF DEFAULT

      In case of the happening of any of the following events ("EVENTS OF
DEFAULT"):

      (a) any representation or warranty made or deemed made in or in connection
with any Loan Document or the borrowings or issuances of Letters of Credit
hereunder, or any representation, warranty, statement or information contained
in any report, certificate, financial statement or other instrument furnished in
connection with or pursuant to any Loan Document, shall prove to have been false
or misleading in any material respect when so made, deemed made or furnished;

      (b) default shall be made in the payment of any principal of any Loan or
the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

      (c) default shall be made in the payment of any interest on any Loan or
any Fee or L/C Disbursement or any other amount (other than an amount referred
to in (b) above) due under any Loan Document, when and as the same shall become
due and payable, and such default shall continue unremedied for a period of
three Business Days;

      (d) default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in Section 5.01(a), 5.05 or 5.08 or in Article VI;

      (e) default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in any Loan Document (other than those specified in (b), (c) or (d)
above) and such default shall continue unremedied or shall not be waived for a
period of 20 days after written notice thereof from the Administrative Agent or
any Lender to the Borrower;

      (f) Holdings, the Borrower or any Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Material
Indebtedness when and as the same shall become due and payable, or (ii) fail to
observe or perform any other term, covenant, condition or agreement contained in
any agreement or instrument evidencing or governing any Material Indebtedness if
the effect of any failure referred to in this clause (ii) is to cause, or to
permit the holder or holders of such Material Indebtedness or a trustee on its
or their behalf (with or without the giving of notice, the lapse of time or
both) to cause, such Material Indebtedness to become due prior to its stated
maturity;

      (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of Holdings, the Borrower or any Subsidiary, or of a substantial part
of the property or assets of Holdings, the Borrower or a Subsidiary, under Title
11 of the United States Code, as now

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                                                                              89

constituted or hereafter amended, or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
Holdings, the Borrower or any Subsidiary or for a substantial part of the
property or assets of Holdings, the Borrower or a Subsidiary or (iii) the
winding-up or liquidation of Holdings, the Borrower or any Subsidiary; and such
proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

      (h) Holdings, the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Subsidiary or for a substantial part of the property or assets
of Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, (vi) become unable,
admit in writing its inability or fail generally to pay its debts as they become
due or (vii) take any action for the purpose of effecting any of the foregoing;

      (i) one or more judgments for the payment of money in an aggregate amount
in excess of $10,000,000 shall be rendered against Holdings, the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for
a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy upon
assets or properties of Holdings, the Borrower or any Subsidiary to enforce any
such judgment;

      (j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other such ERISA Events, could
reasonably be expected to result in liability of the Borrower and its ERISA
Affiliates in an aggregate amount exceeding $10,000,000;

      (k) any security interest purported to be created by any Security Document
shall cease to be, or shall be asserted by the Borrower or any other Loan Party
not to be, a valid, perfected, first priority (except as otherwise expressly
provided in this Agreement or such Security Document) security interest in the
securities, assets or properties covered thereby (other than pursuant to a
transaction permitted hereunder), except to the extent that any such loss of
perfection or priority results from the failure of the Collateral Agent to
maintain possession of certificates representing securities pledged under the
Guarantee and Collateral Agreement or the Foreign Pledge Agreements or except to
the extent that such loss (i) is covered by a lender's title insurance policy
and the related insurer promptly after such loss shall have acknowledged in
writing that such loss is covered by such title insurance policy or (ii) would
not, together with all such losses, result in Collateral having a fair market
value in excess of $2,500,000 ceasing to be so subject;

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                                                                              90

      (l) any of the Obligations hereunder shall cease to constitute "Designated
Senior Indebtedness" under and as defined in the Existing Indenture or under the
indenture or other definitive documentation for any Other Permitted Subordinated
Debt (if any such Indebtedness is outstanding);

      (m) there shall have occurred a Change in Control; or

      (n) any guarantee under the Guarantee and Collateral Agreement of the
Obligations of the Borrower, for any reason other than the satisfaction in full
of all Obligations (other than indemnification obligations not due and payable),
shall cease to be in full force and effect (other than in accordance with its
terms) or is declared to be null and void, or any Loan Party shall deny in
writing that it has any further liability, including without limitation with
respect to future advances by the Lenders, under any Loan Document to which it
is a party;

then, and in every such event (other than an event with respect to Holdings or
the Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrower,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event with respect to Holdings or the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

                                  ARTICLE VIII

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

      Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent and Collateral Agent (for purposes of this Article VIII,
the term "AGENT" shall mean the Administrative Agent or the Collateral Agent or
both, as the context may require) as its agent and authorizes the Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Agent by the terms of the Loan

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                                                                              91

Documents, together with such actions and powers as are reasonably incidental
thereto. Without limiting the generality of the foregoing, the Agent is hereby
expressly authorized to execute any and all documents (including releases) with
respect to the Collateral and the rights of the Secured Parties with respect
thereto, as contemplated by and in accordance with the provisions of this
Agreement and the Security Documents.

      The bank serving as the Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Agent hereunder.

      The Agent shall not have any duties or obligations except those expressly
set forth in the Loan Documents. Without limiting the generality of the
foregoing, (a) the Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that the Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.08), and (c) except as expressly set forth in the Loan Documents, the Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Holdings, the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as Agent or
any of its Affiliates in any capacity. The Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08) or in the absence
of its own gross negligence or willful misconduct. The Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to the Agent by Holdings, the Borrower or a Lender, and the Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Agent.

      The Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be

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                                                                              92

liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

      The Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

      Subject to the appointment and acceptance of a successor Agent as provided
in this paragraph, either Agent may resign at any time by notifying the Lenders,
the Issuing Bank and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. The fees payable by the Borrower to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the Agent's
resignation hereunder, the provisions of this Article and Section 9.05 shall
continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Indemnitees in respect of any actions taken or omitted to be
taken by any of them while it was acting as Agent.

      Each Lender acknowledges that it has, independently and without reliance
upon the Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any
document furnished hereunder or thereunder.

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                                                                              93

                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.01. NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by fax, as follows:

      (a) if to the Borrower or Holdings, to it at 2300 Buckskin Road,
Pocatello, ID 83201, Attention of Stephen Blake, Treasurer (Fax No. (208)
234-6631);

      (b) if to the Administrative Agent, to Credit Suisse First Boston, Eleven
Madison Avenue, New York, New York 10010, Attention of Agency Group (Fax No.
(212) 325-8304); and

      (c) if to a Lender, to it at its address (or fax number) set forth on
Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender
shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.
As agreed to among Holdings, the Borrower, the Administrative Agent and the
applicable Lenders from time to time, notices and other communications may also
be delivered by e-mail to the e-mail address of a representative of the
applicable person provided from time to time by such person.

      SECTION 9.02. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Borrower or Holdings herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Bank, regardless of any investigation made by the Lenders or the Issuing
Bank or on their behalf, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any Fee or any other
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration of the Commitments,
the expiration of any Letter of Credit, the invalidity or unenforceability of
any term or provision of this

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                                                                              94

Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent, any Lender or the Issuing
Bank.

      SECTION 9.03. BINDING EFFECT. This Agreement shall become effective when
it shall have been executed by the Borrower, Holdings and the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto.

      SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the Borrower, Holdings, the Administrative
Agent, the Issuing Bank or the Lenders that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.

      (b) Each Lender may assign to one or more assignees all or a portion of
its interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) (A) the Administrative Agent (and, in the case of any
assignment of a Revolving Credit Commitment, the Issuing Bank and the Swingline
Lender) and the Borrower must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld or delayed)
(provided that the consent of the Borrower shall not be required with respect to
any assignment (x) to a Lender or an Affiliate or Related Fund of a Lender, (y)
during the continuance of any Event of Default or (z) if such assignment is made
in connection with the primary syndication of the Term Loans to persons
previously identified to the Borrower in writing (or to Affiliates or Related
Funds of such persons)) and (B) unless such assignment is made to a Lender or an
Affiliate or Related Fund of a Lender, the amount of the Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than (x) $2,500,000, in the case of
Revolving Loans and/or Commitments, and (y) $1,000,000, in the case of Term
Loans and/or Term Loan Commitments (or, if less, the entire remaining amount of
such Lender's Commitment) or such lesser amount as the Borrower and the
Administrative Agent may from time to time agree (such agreement to be
conclusively evidenced by the execution of the related Assignment and
Acceptance), (ii) the parties to each such assignment shall (A) electronically
execute and deliver to the Administrative Agent an Assignment and Acceptance via
an electronic settlement system acceptable to the Administrative Agent (which
initially shall be ClearPar, LLC) or (B) manually execute and deliver to the
Administrative Agent an Assignment and Acceptance, together (except in the case
of an assignment to an Affiliate or a Related Fund or if waived at the
discretion of the Administrative Agent) with a processing and recordation fee of
$3,500 and (iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and any applicable tax
forms. Upon acceptance and recording pursuant to paragraph (e) of this Section
9.04, from and after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such

<PAGE>

                                                                              95

Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement and (B) the assigning Lender thereunder shall, to the extent of
the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16,
2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).

      (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving Credit Commitment, and the outstanding
balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Collateral Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

      (d) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans

<PAGE>

                                                                              96

owing to, each Lender pursuant to the terms hereof from time to time (the
"REGISTER"). The entries in the Register shall be conclusive and the Borrower,
the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders
may treat each person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower, the Issuing Bank, the Collateral Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

      (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above (if applicable) and, if required, the written consent of the Borrower,
the Swingline Lender, the Issuing Bank and the Administrative Agent to such
assignment, the Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Lenders, the Swingline Lender and the
Issuing Bank. No assignment shall be effective unless it has been recorded in
the Register as provided in this paragraph (e).

      (f) Each Lender may without the consent of the Borrower, the Swingline
Lender, the Issuing Bank or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders and (iv) the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrower relating to the
Loans or L/C Disbursements and to approve any amendment, modification or waiver
of any provision of this Agreement (other than amendments, modifications or
waivers decreasing any fees payable hereunder or the amount of principal of or
the rate at which interest is payable on the Loans, extending any scheduled
principal payment date pursuant to Section 2.11 or date fixed for the payment of
interest on the Loans, increasing or extending the Commitments or releasing any
Guarantor (other than in connection with a transaction permitted hereunder) or
all or substantially all of the Collateral).

      (g) Any Lender or participant may, in connection with any assignment,
pledge or participation or proposed assignment, pledge or participation pursuant
to this Section 9.04, disclose to the assignee, pledgee or participant or
proposed assignee, pledgee or participant any information relating to the
Borrower furnished to such Lender by or on behalf of the Borrower; provided
that, prior to any such disclosure of

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                                                                              97

information designated by the Borrower as confidential, each such assignee,
pledgee or participant or proposed assignee, pledgee or participant shall
execute an agreement whereby such assignee, pledgee or participant shall agree
(subject to customary exceptions) to preserve the confidentiality of such
confidential information on terms no less restrictive than those applicable to
the Lenders pursuant to Section 9.16.

      (h) Any Lender may at any time assign all or any portion of its rights
under this Agreement to secure extensions of credit to such Lender or in support
of obligations owed by such Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.

      (i) Notwithstanding anything to the contrary contained herein, any Lender
(a "GRANTING LENDER") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower
and the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by the Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

      (j) Neither Holdings nor the Borrower shall assign or delegate any of its
rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.

<PAGE>

                                                                              98

      (k) In the event that any Revolving Credit Lender shall become a
Defaulting Lender or S&P, Moody's and Thompson's BankWatch (or InsuranceWatch
Ratings Service, in the case of Lenders that are insurance companies (or Best's
Insurance Reports, if such insurance company is not rated by Insurance Watch
Ratings Service)) shall, after the date that any Lender becomes a Revolving
Credit Lender, downgrade the long-term certificate deposit ratings of such
Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the
case of a Lender that is an insurance company (or B, in the case of an insurance
company not rated by InsuranceWatch Ratings Service)) (or, with respect to any
Revolving Credit Lender that is not rated by any such ratings service or
provider, the Issuing Bank or the Swingline Lender shall have reasonably
determined that there has occurred a material adverse change in the financial
condition of any such Lender, or a material impairment of the ability of any
such Lender to perform its obligations hereunder, as compared to such condition
or ability as of the date that any such Lender became a Revolving Credit
Lender), then the Issuing Bank shall have the right, but not the obligation, at
its own expense, upon notice to such Lender and the Administrative Agent, to
replace (or to request the Borrower to use its reasonable efforts to replace)
such Lender with an assignee (in accordance with and subject to the restrictions
contained in paragraph (b) above), and such Lender hereby agrees to transfer and
assign without recourse (in accordance with and subject to the restrictions
contained in paragraph (b) above) all its interests, rights and obligations in
respect of its Revolving Credit Commitment to such assignee; provided, however,
that (i) no such assignment shall conflict with any law, rule and regulation or
order of any Governmental Authority and (ii) the Issuing Bank or such assignee,
as the case may be, shall pay to such Lender in immediately available funds on
the date of such assignment the principal of and interest accrued to the date of
payment on the Loans made by such Lender hereunder and all other amounts accrued
for such Lender's account or owed to it hereunder.

      SECTION 9.05. EXPENSES; INDEMNITY. (a) The Borrower and Holdings agree,
jointly and severally, to pay all reasonable out-of-pocket expenses (i) incurred
by the Administrative Agent, the Collateral Agent, the Swingline Lender and the
Issuing Bank in connection with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or (ii) incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or Letters of
Credit issued hereunder, including the fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and the
Collateral Agent, and, in connection with any such enforcement or protection,
the fees, charges and disbursements of any other counsel for the Administrative
Agent, the Collateral Agent or any Lender.

      (b) The Borrower and Holdings agree, jointly and severally, to indemnify
the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank
and each Related Party of any of the foregoing persons (each such person being
called an

<PAGE>

                                                                              99

"INDEMNITEE") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result
of, any claim, litigation, investigation or proceeding (whether or not any
Indemnitee is a party thereto) relating to (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans or issuance of
Letters of Credit or (iii) any actual or alleged presence or Release of
Hazardous Materials on any property owned or operated by the Borrower or any of
the Subsidiaries, or any Environmental Claim related in any way to the Borrower
or the Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee and provided further that no such Related
Party of any Lender that is a party to the engagement letter or dealer manager
agreement relating to the Debt Tender Offer shall be entitled to make any claim
relating to or based upon the Debt Tender Offer hereunder, any such claims to be
made under such engagement letter or dealer manager agreement.

      (c) To the extent that Holdings and the Borrower fail to pay any amount
required to be paid by them to the Administrative Agent, the Collateral Agent,
the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be,
such Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender in its capacity as such. For purposes hereof, a Lender's "pro
rata share" shall be determined based upon its share of the sum of the Aggregate
Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the
time.

      (d) To the extent permitted by applicable law, neither Holdings nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof.

      (e) The provisions of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the expiration of the Commitments, the expiration of any Letter of
Credit, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan

<PAGE>

                                                                             100

Document, or any investigation made by or on behalf of the Administrative Agent,
the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this
Section 9.05 shall be payable on written demand therefor accompanied by
reasonable documentation with respect to any reimbursement, indemnification or
other amount requested.

      SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower or Holdings against any of and all the
obligations of the Borrower or Holdings now or hereafter existing under this
Agreement and other Loan Documents held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or such other
Loan Document and although such obligations may be unmatured. The rights of each
Lender under this Section 9.06 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

      SECTION 9.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE
DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE
(THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS,
THE LAWS OF THE STATE OF NEW YORK.

      SECTION 9.08. WAIVERS; AMENDMENT. (a) No failure or delay of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in
exercising any power or right hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower or any other Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or

<PAGE>

                                                                             101

demand on the Borrower or Holdings in any case shall entitle the Borrower or
Holdings to any other or further notice or demand in similar or other
circumstances.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower, Holdings and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity or any scheduled principal payment date pursuant to Section 2.11 or
date for the payment of any interest on any Loan or any date for reimbursement
of an L/C Disbursement, or waive or excuse any such payment or any part thereof,
or decrease the rate of interest on any Loan or L/C Disbursement, without the
prior written consent of each Lender affected thereby, (ii) increase or extend
the Commitment or decrease or extend the date for payment of the Commitment Fees
of any Lender without the prior written consent of such Lender, (iii) amend or
modify the pro rata requirements of Section 2.17, the provisions of Section
9.04(j), the provisions of this Section 9.08, the definition of the term
"Required Lenders" or release any Guarantor (other than in connection with a
transaction permitted hereunder) or all or substantially all of the Collateral,
without the prior written consent of each Lender, (iv) change the provisions of
any Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of one Class differently from
the rights in respect of payments due to Lenders holding Loans of another Class
without the prior written consent of Lenders holding a majority of the aggregate
outstanding principal amount of the Loans (or, if no Revolving Loans are
outstanding, the Revolving Commitments) of the adversely affected Class of
Loans, or (v) amend or modify the protections afforded to an SPC pursuant to the
provisions of Section 9.04(i) without the written consent of such SPC; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Collateral Agent, the Issuing
Bank or the Swingline Lender hereunder or under any other Loan Document without
the prior written consent of the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender, respectively. Notwithstanding the
foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by the Borrower, Holdings, the Required Lenders and the
Administrative Agent (and, if their rights or obligations are affected thereby,
the Collateral Agent, Issuing Bank or the Swingline Lender) if (i) by the terms
of such agreement the Commitments of each Lender not consenting to the amendment
shall terminate upon the effectiveness of such amendment and (ii) at the time
such amendment becomes effective, each Lender not consenting thereto receives
payment in full of the principal of and interest accrued on each Loan made by it
and all other amounts owing to it or accrued for its account under this
Agreement.

      SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or participation in such L/C
Disbursement under applicable law (collectively the "CHARGES"), shall exceed the
maximum lawful rate (the "MAXIMUM RATE") which may be contracted for, charged,
taken, received or reserved by the Lender

<PAGE>

                                                                             102

holding such Loan or participation in accordance with applicable law, the rate
of interest payable in respect of such Loan or participation hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan or participation but were not payable as a
result of the operation of this Section 9.09 shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or participations
or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such
Lender.

      SECTION 9.10. ENTIRE AGREEMENT. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any person (other
than the parties hereto and thereto, their respective successors and assigns
permitted hereunder (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Collateral Agent, the Issuing
Bank and the Lenders) any rights, remedies, obligations or liabilities under or
by reason of this Agreement or the other Loan Documents.

      SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

      SECTION 9.12. SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement or in any other Loan Document should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other jurisdiction).
The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of

<PAGE>

                                                                             103

which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

      SECTION 9.13. COUNTERPARTS. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a
single contract, and shall become effective as provided in Section 9.03.
Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

      SECTION 9.14. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

      SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each of
Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that, to the extent permitted by law, a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or the other Loan Documents
against the Borrower, Holdings or their respective properties in the courts of
any jurisdiction.

      (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

      (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

<PAGE>

                                                                             104

      SECTION 9.16. CONFIDENTIALITY. (a) The Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders agrees to keep
confidential (and to use its best efforts to cause its respective agents and
representatives to keep confidential) the Information (as defined below) and all
copies thereof, extracts therefrom and analyses or other materials based
thereon, except that the Administrative Agent, the Collateral Agent, the Issuing
Bank or any Lender shall be permitted to disclose Information (a) to such of its
respective officers, directors, employees, agents, affiliates and
representatives as need to know such Information, (b) to a potential assignee or
participant of such Lender or any direct or indirect contractual counterparty in
any swap agreement relating to the Loans or such potential assignee's or
participant's or counterparty's advisors who need to know such Information
(provided that any such potential assignee or participant or counterparty shall,
and shall use its best efforts to cause its advisors to, keep confidential all
such information on the terms set forth in this Section 9.16), (c) to the extent
requested by any regulatory authority, (d) to the extent otherwise required by
applicable laws and regulations or by any subpoena or similar legal process, (e)
in connection with any suit, action or proceeding relating to the enforcement of
its rights hereunder or under the other Loan Documents, (f) to any other party
hereto or (g) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section 9.16 or (ii) becomes
available to the Administrative Agent, the Issuing Bank, any Lender or the
Collateral Agent on a nonconfidential basis from a source other than the
Borrower or Holdings. For the purposes of this Section, "INFORMATION" shall mean
all financial statements, certificates, reports, agreements and information
(including all analyses, compilations and studies prepared by the Administrative
Agent, the Collateral Agent, the Issuing Bank or any Lender based on any of the
foregoing) that are received from the Borrower or Holdings and related to the
Borrower or Holdings, any shareholder of the Borrower or Holdings or any
employee, customer or supplier of the Borrower or Holdings, other than any of
the foregoing that were available to the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to its
disclosure thereto by the Borrower or Holdings, and which are in the case of
Information provided after the Closing Date, clearly identified at the time of
delivery as confidential. The provisions of this Section 9.16 shall remain
operative and in full force and effect regardless of the expiration and term of
this Agreement.

      (b) Notwithstanding anything herein to the contrary, any party subject to
confidentiality obligations hereunder or otherwise (and any Affiliate thereof
and any employee, representative or other agent of such party or such Affiliate)
may disclose to any and all persons, without limitation of any kind, the U.S.
federal income tax treatment and the U.S. federal income tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure. For this purpose, the tax treatment of the
transactions contemplated hereby is the purported or claimed U.S. federal income
tax treatment of such transactions and the tax structure of such transactions is
any fact that may be relevant to understanding the purported or claimed U.S.
federal income tax treatment of such transactions.

<PAGE>

                                                                             105

      SECTION 9.17. USA PATRIOT ACT NOTICE. Each Lender and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies Holdings and
the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is
required to obtain, verify and record information that identifies Holdings and
the Borrower, which information includes the name and address of Holdings and
the Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify Holdings and the Borrower in
accordance with the USA PATRIOT Act.

<PAGE>

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

                                    AMI SEMICONDUCTOR, INC.,
                                       by:

                                           /s/ David A. Henry
                                           ------------------------------------
                                           Name: David A. Henry
                                           Title: Senior Vice President and
                                           Chief Financial Officer

                                    AMIS HOLDINGS, INC.,
                                       by

                                           /s/ David A. Henry
                                           ------------------------------------
                                           Name: David A. Henry
                                           Title: Senior Vice President and
                                           Chief Financial Officer

                                    CREDIT SUISSE FIRST BOSTON, acting through
                                    its Cayman Islands Branch, individually, and
                                    as Administrative Agent, Collateral Agent,
                                    Swingline Lender and an Issuing Bank,

                                       by

                                             /s/ Robert Hetu
                                             ----------------------------------
                                             Name: Robert Hetu
                                             Title: Director

                                       by

                                             /s/ Vanessa Gomez
                                             ----------------------------------
                                             Name: Vanessa Gomez
                                             Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Bank of America, N.A.

                                       by

                                             /s/ Fred L. Thorne
                                             ----------------------------------
                                             Name: Fred L. Thorne
                                             Title: Managing Director

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: General Electric Capital Corporation

                                       By

                                             /s/ Robert M. Kadlick
                                             ----------------------------------
                                             Name: Robert Kadlick
                                             Title: Duly Authorized Signatory

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Key Bank National Association

                                       by

                                             /s/ Robert W. Boswell
                                             ----------------------------------
                                             Name: Robert W. Boswell
                                             Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: LEHMAN COMMERCIAL PAPER INC.

                                       by

                                       /s/ V. Paul Arzoulan
                                       ----------------------------------------
                                       Name: V. Paul Arzoulan
                                       Title: Authorized Signatory

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Mizuho Corporate Bank, Ltd.

                                       by

                                            /s/ James Fayen
                                            ----------------------------------
                                            Name: James Fayen
                                            Title: Senior Vice President

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: NORTH FORK BUSINESS CAPITAL CORP.

                                       by:

                                             /s/ Stephen K. Goetschius
                                             ----------------------------------
                                             Name: Stephen K. Goetschius
                                             Title: Senior Vice President -
                                                     Bank Loan Manager

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Sumitomo Mitsui Banking Corporation

                                       by

                                             /s/ Leo E. Pagarigan
                                             ----------------------------------
                                             Name: Leo E. Pagarigan
                                             Title: Senior Vice President

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Union Bank of California, N.A.

                                       by

                                             /s/ Allan B. Miner
                                             ----------------------------------
                                             Name: Allan B. Miner
                                             Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: U.S. BANK NATIONAL ASSOCIATION

                                       by

                                             /s/ James W. Henken
                                             ----------------------------------
                                             Name: James W. Henken
                                             Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Wells Fargo Bank, National Association

                                       by

                                             /s/ Linda K. Armstrong
                                             -----------------------------------
                                             Name: Linda K. Armstrong
                                             Title: Vice President and
                                                    Commercial Relationship
                                                    Manager

<PAGE>

                                    SIGNATURE PAGE TO AMI SEMICONDUCTOR, INC.,
                                    CREDIT AGREEMENT DATED AS OF APRIL 1, 2005

                     Name of Lender: Zions First National Bank

                                       by

                                             /s/ Michael J. Poll
                                             ----------------------------------
                                             Name: Michael J. Poll
                                             Title: Director of Regional Credit