<PAGE>
                                                                    EXHIBIT 10.1

                                               PUBLISHED CUSIP NUMBER: 48917MAA0
================================================================================

                                  $500,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                                KENNAMETAL INC.,

              The Several Lenders From Time To Time Parties Hereto,

                        KEYBANK NATIONAL ASSOCIATION AND
                       NATIONAL CITY BANK OF PENNSYLVANIA,
                          As the Co-Syndication Agents,

                       PNC BANK, NATIONAL ASSOCIATION AND
                              JPMORGAN CHASE BANK,
                         As the Co-Documentation Agents,

                                       and

                             BANK OF AMERICA, N.A.,
                           as the Administrative Agent

                          Dated as of October 29, 2004
================================================================================

                         BANC OF AMERICA SECURITIES LLC,
                            as the Sole Book Manager

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                          KEY BANC CAPITAL MARKETS AND
                               NATIONAL CITY BANK,
                              as Co-Lead Arrangers



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SECTION 1.       DEFINITIONS................................................................................2

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

    1.2      Other Definitional Provisions.................................................................24

    1.3      Currency Conversion...........................................................................25

    1.4      Letter of Credit Amounts......................................................................26

SECTION 2.       AMOUNT AND TERMS OF COMMITMENTS...........................................................26

    2.1      Commitments...................................................................................26

    2.2      Procedure for Revolving Loan Borrowing........................................................27

    2.3      Competitive Bid Procedure.....................................................................28

    2.4      Swingline Commitment..........................................................................30

    2.5      Procedure for Swingline Borrowing: Refunding of Swingline Loans...............................30

    2.6      L/C Commitment................................................................................32

    2.7      Procedure for Issuance of Letters of Credit...................................................33

    2.8      L/C Participation.............................................................................33

    2.9      Reimbursement Obligation of the Borrower......................................................34

    2.10     Obligations Absolute..........................................................................34

    2.11     Letter of Credit Payments.....................................................................35

    2.12     Applications..................................................................................35

    2.13     Certain Reporting Requirements................................................................35

    2.14     Fees and Other Charges, etc...................................................................35

    2.15     Optional Termination or Reduction of Commitments; Increase of Commitments.....................36

    2.16     Optional Prepayments..........................................................................37

    2.17     Mandatory Prepayments.........................................................................38

    2.18     Conversion and Continuation Options...........................................................39

    2.19     Limitations on Eurocurrency Tranches..........................................................39

    2.20     Interest Rates and Payment Dates..............................................................40

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    2.21     Computation of Interest and Fees..............................................................40

    2.22     Inability to Determine Interest Rate..........................................................41

    2.23     Pro Rata Treatment and Payments...............................................................41

    2.24     Requirements of Law...........................................................................43

    2.25     Taxes.........................................................................................46

    2.26     Indemnity.....................................................................................47

    2.27     Change of Lending Office......................................................................48

    2.28     Replacement of Lenders........................................................................48

    2.29     Judgment Currency.............................................................................48

    2.30     Foreign Currency Exchange Rate................................................................49

    2.31     Certain Borrowings of Dollar Revolving Loans and Refunding of Multicurrency Loans.............49

    2.32     Evidence of Debt..............................................................................50

SECTION 3.       REPRESENTATIONS AND WARRANTIES............................................................51

    3.1      Financial Condition...........................................................................51

    3.2      No Change.....................................................................................51

    3.3      Existence; Compliance with Law................................................................51

    3.4      Power; Authorization; Enforceable Obligations.................................................52

    3.5      No Legal Bar..................................................................................52

    3.6      Litigation....................................................................................52

    3.7      No Default....................................................................................52

    3.8      Ownership of Property, Liens..................................................................52

    3.9      Intellectual Property.........................................................................53

    3.10     Taxes.........................................................................................53

    3.11     Federal Regulations...........................................................................53

    3.12     ERISA.........................................................................................53

    3.13     Investment Company Act; Other Regulations.....................................................54

    3.14     Use of Proceeds...............................................................................54

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    3.15     Environmental Matters.........................................................................54

    3.16     Accuracy of Information, etc..................................................................55

    3.17     Solvency......................................................................................55

    3.18     Insurance.....................................................................................55

    3.19     Subsidiaries..................................................................................55

    3.20     Foreign Asset Control Regulation, Etc.........................................................56

SECTION 4.       CONDITIONS PRECEDENT......................................................................56

    4.1      Conditions to Initial Extension of Credit.....................................................56

    4.2      Conditions to Each Extension of Credit........................................................57

SECTION 5.       AFFIRMATIVE COVENANTS.....................................................................57

    5.1      Financial Statements. Furnish to the Administrative Agent and each Lender:....................57

    5.2      Certificates; Other Information...............................................................58

    5.3      Payment of Obligations........................................................................59

    5.4      Maintenance of Existence; Compliance..........................................................59

    5.5      Maintenance of Property; Insurance............................................................59

    5.6      Inspection of Property; Books and Records; Discussions........................................59

    5.7      Notices.......................................................................................59

    5.8      ERISA.........................................................................................60

    5.9      Continuation of or Change in Business.........................................................60

    5.10     Further Assurances............................................................................61

SECTION 6.       NEGATIVE COVENANTS........................................................................61

    6.1      Financial Condition Covenants.................................................................61

    6.2      Indebtedness..................................................................................61

    6.3      Liens.........................................................................................62

    6.4      Fundamental Changes...........................................................................63

    6.5      Transactions with Affiliates..................................................................64

    6.6      Reserved......................................................................................64

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    6.7      Clauses Restricting Subsidiary Distributions..................................................64

    6.8      Amendment of Credit Documentation.............................................................64

    6.9      Off-Balance Sheet Financings..................................................................65

    6.10     Disposition of Property.......................................................................65

    6.11     Investments...................................................................................66

SECTION 7.       EVENTS OF DEFAULT.........................................................................66

SECTION 8.       THE AGENTS................................................................................70

    8.1      Appointment...................................................................................70

    8.2      Delegation of Duties..........................................................................70

    8.3      Exculpatory Provisions........................................................................70

    8.4      Reliance by Administrative Agent..............................................................71

    8.5      Notice of Default.............................................................................71

    8.6      Non-Reliance on Agents and Other Lenders......................................................71

    8.7      Indemnification...............................................................................72

    8.8      Agent in Its Individual Capacity..............................................................72

    8.9      Successor Administrative Agent................................................................72

    8.10     Co-Syndication Agents; Co-Documentation Agents; Co-Arranger and Book Manager..................73

    8.11     Release of Guarantors.........................................................................73

    8.12     Administrative Agent May File Proofs of Claim.................................................73

SECTION 9.       MISCELLANEOUS.............................................................................74

    9.1      Amendments and Waivers........................................................................74

    9.2      Notices.......................................................................................75

    9.3      No Waiver; Cumulative Remedies................................................................76

    9.4      Survival of Representations and Warranties....................................................76

    9.5      Payment of Expenses and Taxes.................................................................76

    9.6      Successors and Assigns; Participations and Assignments........................................78

    9.7      Adjustments, Set-off..........................................................................82

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    9.8      Counterparts..................................................................................83

    9.9      Severability..................................................................................83

    9.10     Integration...................................................................................83

    9.11     GOVERNING LAW.................................................................................83

    9.12     Submission To Jurisdiction; Waivers...........................................................83

    9.13     Acknowledgements..............................................................................84

    9.14     Confidentiality...............................................................................84

    9.15     WAIVERS OF JURY TRIAL.........................................................................85

    9.16     US PATRIOT ACT NOTICE.........................................................................85

    9.17     TRANSITIONAL ARRANGEMENTS.....................................................................85

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                                       v

<PAGE>


SCHEDULES:

1.1      Commitments
2.6      Designated Letters of Credit
3.15     Environmental Disclosures
3.19     Subsidiaries
6.2(d)   Existing Indebtedness
6.3(f)   Existing Liens
6.5      Affiliate Transactions
6.10     Permitted Dispositions

EXHIBITS:

A        Form of Compliance Certificate
B        Form of Closing Certificate
C        Form of Assignment and Assumption
D        Form of Legal Opinion of Buchanan Ingersoll Professional Corporation
E        Form of Exemption Certificate
F        Form of Competitive Bid Request
G        Form of Issuing Lender Agreement
H        Form of Guarantee
I        Form of Note


<PAGE>





                  AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"),
dated as of October 29, 2004, among KENNAMETAL INC., a Pennsylvania corporation
(the "Borrower"), the several banks and other financial institutions or entities
from time to time parties to this Agreement (the "Lenders"), KEYBANK NATIONAL
ASSOCIATION and NATIONAL CITY BANK OF PENNSYLVANIA, as co-syndication agents (in
such capacity, the "Co-Syndication Agents"), PNC BANK, NATIONAL ASSOCIATION and
JPMORGAN CHASE BANK, as co-documentation agents (in such capacity, the
"Co-Documentation Agents") and BANK OF AMERICA, N.A., as administrative agent.

                                    RECITALS

         WHEREAS, the Borrower, the lenders and agents party thereto (the
"Existing Lenders"), are parties to that Existing Credit Agreement (as
hereinafter defined), pursuant to which the Existing Lenders have made loans and
other extensions of credit to the Borrower;

         WHEREAS, the Lenders are willing to amend and restate the Existing
Credit Agreement, and the Lenders are willing to make loans and other extensions
of credit to the Borrower, all on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged (these recitals being an integral part of this Credit Agreement),
the Borrower, the Administrative Agent and the Lenders hereby agree that, as of
the Closing Date (as defined below), the Existing Credit Agreement shall be
amended and restated in its entirety and shall remain in full force and effect
only as set forth herein and parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the terms listed
in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.

                  "ABR": for any day, a rate per annum equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 0.50%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by Bank
of America as its "prime rate" (the Prime Rate not being intended to be the
lowest rate of interest charged by Bank of America in connection with extensions
of credit to debtors). Any change in the ABR due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective as of the opening of
business on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

                  "ABR Loans": Loans the rate of interest applicable to which is
based upon the ABR.

                  "Act": as defined in Section 9.16.



<PAGE>

                  Adjustment Date. The first Business Day immediately following
the date of delivery of a Compliance Certificate (or if such Compliance
Certificate is not so delivered, the date such Compliance Certificate is to be
delivered) by the Borrower pursuant to Section 5.2.

                  "Administrative Agent": Bank of America, together with its
Affiliates, as the administrative agent for the Lenders under this Agreement and
the other Loan Documents, together with any of its successors.

                  "Affected Foreign Currency": as defined in Section 2.22(c).

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 15% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

                  "Agents": the collective reference to the Co-Syndication
Agents, the Co-Documentation Agents and the Administrative Agent.

                  "Agreement": as defined in the preamble hereto.

                  "Agreement Currency": as defined in Section 2.29(b).

                  "Applicable Creditor": as defined in Section 2.29(b).

                  "Application": an application, in such form as the relevant
Issuing Lender may specify from time to time, requesting such Issuing Lender to
open or amend a Letter of Credit.

                  "Approved Fund": means any Fund that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.

                  "Assignee": as defined in Section 9.6(b)(i).

                  "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit C.

                  "Assured Obligation" as defined in the term "Guarantee
Equivalent".

                  "Attributable Debt": as of any date of determination, the
aggregate amount of the outstanding Investment by third parties in respect of
each Qualified Receivables Transaction.

                  "Available Commitment": as to any Lender at any time, an
amount equal to the excess, if any, of (a) such Lender's Commitment then in
effect over (b) such Lender's Outstanding Committed Extensions of Credit.

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

                                       3

<PAGE>

                  "Benefitted Lender": as defined in Section 9.7(a).

                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

                  "Book Manager": Banc of America Securities LLC, in its
capacity as sole book manager.

                  "Borrower Materials": as defined in Section 5.2.

                  "Borrowing Date": any Business Day specified in a notice
pursuant to Section 2.2, Section 2.3(a) or Section 2.5 as a date on which the
Borrower requests the Lenders to make Revolving Loans, Competitive Loans or
Swingline Loans, as the case may be, hereunder.

                  "Borrowing Percentage": with respect to Dollar Revolving Loans
to be made by any Lender at any time, the ratio (expressed as a percentage) of
the amount of such Lender's Available Commitment at such time to the aggregate
amount of the Available Commitments of all the Lenders at such time; provided,
that in determining any Lender's Available Commitment for purpose of determining
such Lender's Borrowing Percentage of any such Dollar Revolving Loans whose
proceeds will be simultaneously applied to repay Swingline Loans or to pay
Reimbursement Obligations, such Lender's Revolving Percentage of the amount of
such Swingline Loans and Reimbursement Obligations will not be considered
Outstanding Committed Extensions of Credit of such Lender (such Borrowing
Percentage of each Lender at any time to be calculated by the Administrative
Agent on the basis of its most recent calculations of the Available Commitments
of the Lenders).

                  "Business": as defined in Section 3.15(b).

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close; provided, that, when used in connection with a Eurocurrency Revolving
Loan or a Eurocurrency Competitive Loan, the term "Business Day" shall also
exclude any day on which banks are not open for international business
(including dealings in Dollar deposits) in the London interbank market;
provided, further, when used in connection with Eurocurrency Loans denominated
in Euros, the term "Business Day" shall also exclude any day on which the
Trans-European Automated RealTime Gross Settlement Express Transfer System
(TARGET) (or, if such clearing system ceases to be operative, such other
clearing system (if any) determined by the Administrative Agent to be a suitable
replacement) is not open for settlement of payment in Euros.

                  "Calculation Date": (a) with respect to any Loan, each of the
following: (i) each Borrowing Date with respect to, and each date of any
continuation of an Interest Period with respect to, a Multicurrency Loan and
(ii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in a Foreign Currency, (ii) each date of an amendment of any such
Letter of Credit having the effect of increasing the amount thereof (solely with
respect to the increased amount), (iii) each date of any payment by the
applicable Issuing Lender under any Letter of Credit denominated in a Foreign
Currency, (iv) in the case of the Designated Letters of Credit, the Closing
Date, and (v) such


                                       4
<PAGE>


additional dates as the Administrative Agent or any Issuing Lender shall
determine or the Required Lenders shall require.

                  "Canadian Dollars" and "C$": the lawful currency of Canada.

                  "Capital Lease Obligations": as to any Person, 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, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Cash Collateral Account": as defined in Section 2.17(a).

                  "Cash Collateralize": as defined in Section 2.9(b).

                  "Cash Equivalents": (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurocurrency time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor's Ratings Services or P-I by Moody's Investors
Service, Inc., or carrying an equivalent rating by a nationally recognized
rating agency, if both of the two named rating agencies cease publishing ratings
of commercial paper issuers generally, and maturing within six months from the
date of acquisition; (d) repurchase obligations of any Lender or of any
commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than 30 days, with respect to securities issued or
fully guaranteed or insured by the United States government; (e) securities with
maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by Standard & Poor's
Ratings Services or A by Moody's Investors Service, Inc.; (f) securities with
maturities of six months or less from the date of acquisition backed by standby
letters of credit issued by any Lender or any commercial bank satisfying the
requirements of clause (b) of this definition; or (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.


                                       5
<PAGE>

                  "Closing Date": the date on which the conditions precedent set
forth in Section 4.1 shall have been satisfied, which date is October 29, 2004.

                  "Co-Arrangers": Banc of America Securities LLC, National City
Bank and Key Banc Capital Markets, in their capacities as co-lead arrangers.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Co-Documentation Agents": as defined in the preamble hereto.

                  "Commitment": as to any Lender, the obligation of such Lender,
if any, to make Revolving Loans (which, in the case of Multicurrency Lenders,
includes Multicurrency Loans) and participate in Swingline Loans and Letters of
Credit in an aggregate principal and/or face amount not to exceed the amount set
forth under the heading "Commitment" opposite such Lender's name on Schedule 1.1
or in the Assignment and Assumption pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original amount of the Total Commitments is $500,000,000.

                  "Commitment Period": the period from and including the Closing
Date to the Termination Date.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

                  "Competitive Bid": an offer by a Lender to make a Competitive
Loan in accordance with Section 2.3.

                  "Competitive Bid Rate": with respect to any Competitive Bid,
the Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

                  "Competitive Bid Request": a request substantially in the form
Exhibit F by the Borrower for Competitive Bids in accordance with Section 2.3.

                  "Competitive Loan": a Loan made pursuant to Section 2.3.

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit A.

                  "Conduit Lender": any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be


                                       6
<PAGE>

entitled to receive any greater amount pursuant to Section 2.24, 2.25, 2.26 or
9.5 than the designating Lender would have been entitled to receive in respect
of the extensions of credit made by such Conduit Lender or (b) be deemed to have
any Commitment.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated September 2004, as updated to the Closing Date and
furnished to the Lenders by posting on Intralinks.

                  "Consolidated Adjusted Interest Expense": for any period, the
interest expense of the Borrower and its consolidated Subsidiaries for such
period (exclusive of nonrecurring fees which the Borrower or its consolidated
Subsidiaries expense as interest expense), all as determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated EBITDA": for any period, (a) the sum for such
period of (i) Consolidated Net Income, (ii) interest expense of the Borrower and
its consolidated Subsidiaries (inclusive of nonrecurring fees which the Borrower
or its consolidated Subsidiaries expense as interest expense), (iii) charges
against income of the Borrower and its consolidated Subsidiaries for foreign,
federal, state and local income taxes, and (iv) depreciation and amortization
expense of the Borrower and its consolidated Subsidiaries, minus (b)
extraordinary gains to the extent included in determining such Consolidated Net
Income, all as determined on a consolidated basis in accordance with GAAP, plus
(c) any other non-cash charges, non-cash expenses or non-cash losses of the
Borrower or any of its consolidated Subsidiaries; provided, however, that cash
payments made in such period or in any future period in respect of such non-cash
charges, expenses or losses shall be subtracted from Consolidated Net Income in
calculating Consolidated EBITDA in the period when such payments are made.

                  "Consolidated Interest Coverage Ratio": as of the last day of
any fiscal quarter, (a) Consolidated EBITDA, divided by (b) Consolidated
Adjusted Interest Expense, in each case for the four fiscal quarters ending on
such day, considered as a single accounting period and expressed as a ratio. If
any acquisition of a business occurs during such period, each element of the
Consolidated Interest Coverage Ratio shall be calculated on a pro forma basis as
if the acquisition had been made, and any Indebtedness or other obligations
issued or incurred in connection therewith had been issued or incurred, as of
the first day of such period. In making such pro forma calculation of the
Consolidated Adjusted Interest Expense with respect to Indebtedness or other
obligations issued or incurred in connection with the acquisition, interest
expense thereon shall be calculated on the basis of an interest rate per annum
not less than the one-month Eurocurrency Rate as of the last day of such period
plus a Eurocurrency Applicable Margin determined on the basis of the Borrower's
Consolidated Leverage Ratio as of the last day of such period. If the Borrower
issues capital stock for cash during such period and promptly applies the net
proceeds thereof to permanent reduction of Indebtedness of the Borrower or its
consolidated Subsidiaries, Consolidated Adjusted Interest Expense for such
period shall be calculated on a pro forma basis as if such permanent reduction
of Indebtedness had been made as of the first day of such period.

                  "Consolidated Leverage Ratio": as of the last day of any
fiscal quarter, (a) the result of (x) aggregate Indebtedness of the Borrower and
its consolidated Subsidiaries as of such day, minus (y) any Unrestricted
Domestic Cash in excess of $25,000,000 as of such day, divided


                                       7
<PAGE>

by (b) Consolidated EBITDA for the four fiscal quarters ending on such day,
considered as a single accounting period and expressed as a ratio. If any
acquisition of a business occurs during such period, Consolidated EBITDA shall
be calculated on a pro forma basis as if such acquisition had been made as of
the first day of such period.

                  "Consolidated Net Income": for any period, the net earnings
(or loss) after taxes of the Borrower and its consolidated Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Tangible Assets": at any date, the total amount
of assets of the Borrower and its consolidated Subsidiaries at such date, as
determined on a consolidated basis in accordance with GAAP (less applicable
reserves and other properly deductible items) after deducting therefrom all
goodwill, trade names, trademarks, patents, unamortized debt premium or discount
and expense and other like intangible assets, determined in accordance with
GAAP.

                  "Continuing Directors": the directors of the Borrower on the
Closing Date, after giving effect to the transactions contemplated hereby, and
each other director, if, in each case, such other director's nomination for
election to the board of directors of the Borrower is recommended by at least
50% of the then Continuing Directors.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

                  "Co-Syndication Agents": as defined in the preamble hereto.

                  "Deemed Guarantor": as defined in the term "Guarantee
Equivalent".

                  "Deemed Obligor": as defined in the term "Guarantee
Equivalent".

                  "Default": any of the events specified in Section 7, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Designated Letter of Credit": each letter of credit issued by
an Issuing Lender under the Existing Credit Agreement or otherwise that is
designated on the Closing Date by the Borrower, with the consent of such Issuing
Lender, as a "Letter of Credit" hereunder in such Issuing Lender's Issuing
Lender Agreement and in Schedule 2.6.

                  "Disqualified Capital Stock": any shares of capital stock or
other equity interest that, other than solely at the option of the issuer
thereof, by their terms (or by the terms of any security into which they are
convertible or exchangeable) are, or upon the happening of an event or the
passage of time would be, required to be redeemed or repurchased, in whole or in
part, or have, or upon the happening of an event or the passage of time would
have, a redemption or similar payment due on or prior to the Termination Date.

                  "Disposition": with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings.


                                       8
<PAGE>

                  "Dollar Equivalent": at any time as to any amount denominated
in a Foreign Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of Dollars with such Foreign Currency on the most recent Calculation
Date for such Foreign Currency.

                  "Dollars" and "$": dollars in lawful currency of the United
States.

                  "Dollar Revolving Loans": as defined in Section 2.1(a).

                  "Domestic Subsidiary": any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States.

                  "Environmental Laws": any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements
of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

                  "Eurocurrency Applicable Margin": the Eurocurrency Applicable
Margin will be determined pursuant to the Pricing Grid.

                  "Eurocurrency Base Rate": with respect to an Interest Period
pertaining to any Eurocurrency Loan, the applicable Screen Rate determined on
the basis of the rate for deposits in Dollars or the relevant Foreign Currency,
as the case may be, for a period equal to such Interest Period commencing on the
first day of such Interest Period. In the event that the applicable Screen Rate
is not available, the "Eurocurrency Base Rate" shall instead be the interest
rate per annum equal to the average of the rates at which deposits in Dollars or
the relevant Foreign Currency, as the case may be, approximately equal in
principal amount to (i) in the case of a Eurocurrency Tranche, the portion of
such Eurocurrency Tranche of the Lender serving as Administrative Agent and (ii)
in the case of Eurodollar Competitive Loans, $5,000,000, and, in each case, for
a maturity comparable to such Interest Period, are offered by Bank of America's
London Branch (or other Bank of America branch or Affiliate) in immediately
available funds to major banks in the London or other offshore interbank market
for such currency at the Administrative Agent's request at approximately 4:00
p.m. (London time) two Business Days prior to the first day of such Interest
Period.

                  "Eurocurrency Loans": Loans the rate of interest applicable to
which is based upon the Eurocurrency Rate.

                  "Eurocurrency Rate": with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined
for such day in accordance with the following formula:

                             Eurocurrency Base Rate
                     --------------------------------------
                     1.00- Eurocurrency Reserve Requirements


                                       9
<PAGE>

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

                  "Eurocurrency Revolving Loan": any Revolving Loan which is a
Eurocurrency Loan.

                  "Eurocurrency Tranche": the collective reference to
Eurocurrency Loans denominated in the same currency made by the Lenders to the
Borrower, the then current Interest Periods with respect to all of which begin
on the same date and end on the same later date (whether or not such
Eurocurrency Loans shall originally have been made on the same day).

                  "Eurodollar Competitive Loan": any Competitive Loan bearing
interest at a rate determined by reference to the Eurocurrency Base Rate.

                  "Euros" and "E": the single currency of participating member
states of the European Monetary Union introduced in accordance with the
provisions of Article 109(1)4 of the Treaty of Rome of March 25, 1957 (as
amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992 and came into force on November 1,
1993) as amended from time to time) and as referred to in legislative measures
of the European Union for the introduction of, changeover to or operating of the
euro in one or more member states.

                  "Event of Default": any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Exchange Rate": for a currency means the rate determined by
the Administrative Agent or the applicable Issuing Lender, as applicable, by
reference to Reuters World Currency Page (or any successor thereto or, if such
service is not available, another publicly available service for displaying
exchange rates selected by such Person as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign
exchange trading office) at approximately 11:00 a.m. on the date two Business
Days prior to the date as of which the foreign exchange computation is made or,
in the event no such service is available or selected, such Exchange Rate shall
instead be the arithmetic average of the spot rates of exchange of the
Administrative Agent in the market where its foreign currency exchange
operations in respect of such currency are then being conducted, at or about
10:00 A.M., local time, on the date two Business Days prior to the date as of
which the foreign exchange computation is made; provided that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent or the applicable Issuing Lender, after consultation with
the Borrower, may use any reasonable method it deems appropriate to determine
such rate, and such determination shall be presumed correct absent manifest
error; provided, further, that (i) in any event, the Administrative Agent or the
applicable Issuing Lender shall provide the Borrower with reasonable details of
the source for such rate and (ii) the


                                       10
<PAGE>


applicable Issuing Lender may use such spot rate quoted on the date as of which
the foreign exchange computation is made in the case of any Letter of Credit
denominated in a Foreign Currency.

                  "Exemption Certificate": a certificate substantially in the
form of Exhibit E.

                  "Existing Credit Agreement": the Credit Agreement, dated as of
June 27, 2002, as amended, among the Borrower, as the borrower, the lenders from
time to time parties thereto, Bank of Tokyo-Mitsubishi Trust Company, Bank One,
N.A., Fleet National Bank and PNC Bank, National Association, as the syndication
agents, and JPMorgan Chase Bank, as administrative agent.

                  "Existing Lenders":  as defined in the Recitals.

                  "Facility Fee Rate": the Facility Fee Rate as determined
pursuant to the Pricing Grid.

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

                  "Fixed Rate": with respect to any Competitive Loan (other than
a Eurodollar Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

                  "Fixed Rate Loan": a Competitive Loan bearing interest at a
Fixed Rate.

                  "Foreign Currency": Euros, Canadian Dollars, Sterling and Yen.

                  "Foreign Currency Equivalent": at any time as to any amount
denominated in Dollars, the equivalent amount in the relevant Foreign Currency
as determined by the Administrative Agent at such time on the basis of the
Exchange Rate for the purchase of such Foreign Currency with Dollars on the date
of determination thereof.

                  "Foreign Subsidiary": any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

                  "Fund" means any Person (other than a natural person) that is
(or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.


                                       11
<PAGE>

                  "Funding Office": the office or offices of the Administrative
Agent specified in Section 9.2 or such other office as may be specified from
time to time by the Administrative Agent as its funding office by written notice
to the Borrower and the Lenders.

                  "GAAP": generally accepted accounting principles in the United
States as in effect from time to time, except that for purposes of Section 6.1
and the Pricing Grid, GAAP shall be determined on the basis of such principles
in effect on the date hereof and consistent with those used in the preparation
of the most recent audited financial statements referred to in Section 3.1,
except for the adoption of SFAS 142.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

                  "Granting Lender":  as defined in Section 9.6(g).

                  "Group Members": the collective reference to the Borrower and
its Subsidiaries.

                  "Guarantee": the Amended and Restated Guarantee, dated as of
October 29, 2004, by each Subsidiary Guarantor in favor of the Administrative
Agent for the benefit of the Lenders, substantially in the form of Exhibit H, as
the same may be supplemented from time to time in accordance with Section 5.10
hereof.

                  "Guarantee Equivalent": a Person (the "Deemed Guarantor")
shall be deemed to be subject to a Guarantee Equivalent in respect of any
obligation (the "Assured Obligation") of another Person (the "Deemed Obligor")
if the Deemed Guarantor directly or indirectly guarantees, becomes surety for,
endorses, assumes, agrees to indemnify the Deemed Obligor against, or otherwise
agrees, becomes or remains liable (contingently or otherwise) for, such Assured
Obligation, in whole or in part. Without limitation, a Guarantee Equivalent
shall be deemed to exist if a Deemed Guarantor enters into, agrees, becomes or
remains liable (contingently or otherwise), directly or indirectly, to do any of
the following: (a) purchase or assume, or to supply funds for the payment,
purchase or satisfaction of, an Assured Obligation, (b) make any loan, advance,
capital contribution or other investment in, or to purchase or lease any
property or services from, a Deemed Obligor (i) to maintain the solvency of the
Deemed Obligor, (ii) to enable the Deemed Obligor to meet any other financial
condition, (iii) to enable the Deemed Obligor to satisfy any Assured Obligation
or to make any Stock Payment or any other payment, or (iv) to assure the holder
of such Assured Obligation against loss, (c) purchase or lease property or
services from the Deemed Obligor regardless of the non-delivery of or failure to
furnish such property or services, (d) a transaction having the characteristics
of a take-or-pay or throughput contract, (e) be or become liable, contingently
or otherwise, to reimburse a third party in respect of a letter of credit,
surety bond or other form of credit support issued for the account of the Deemed
Obligor, which letter of credit, surety bond or other credit support is used or
available for use to supply funds for the satisfaction of an Assured Obligation,
or (f) any other transaction the effect of which is to assure the payment or
performance (or payment of damages or other remedy in the event of nonpayment or
nonperformance) in whole or in part of


                                       12
<PAGE>

any Assured Obligation; provided, however, that the term Guarantee Equivalent
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Guarantee Equivalent of any
guaranteeing person shall be deemed to be the lower of (a) an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Guarantee Equivalent is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Equivalent, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated
or determinable, in which case the amount of such Guarantee Equivalent shall be
such guaranteeing person's maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith.

                  "Hedge Agreements": all interest rate swaps, caps or collar
agreements or similar arrangements dealing with interest rates or currency
exchange rates or the exchange of nominal interest obligations, either generally
or under specific contingencies.

                  "Immaterial Subsidiary": any Subsidiary that has assets with a
total book value and fair market value of less than $10,000,000.

                  "Indebtedness": of a Person (without duplication): (a) all
obligations on account of money borrowed by, or for or on account of deposits
with or advances to, such Person, (b) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person for the deferred purchase price of property or services (except trade
accounts payable arising in the ordinary course of business), (d) all
obligations secured by a Lien on property owned by such Person (whether or not
assumed, and without regard to any limitation of the rights and remedies of the
holder of such Lien to repossession or sale of such property), (e) all
obligations of such Person under leases which are, or which should in accordance
with GAAP be accounted for as, Capital Lease Obligations (without regard to any
limitation of the rights and remedies of the lessor under such capitalized lease
to repossession or sale of such property), (f) the unreimbursed amount of all
drawings under any letter of credit issued for the account of such Person, (g)
all obligations of such Person in respect of acceptances or similar obligations
issued for the account of such Person, (h) the maximum repurchase price of any
Disqualified Capital Stock of such Person, and (i) all Indebtedness of others of
as to which such Person is the Deemed Guarantor under a Guarantee Equivalent.

                  "Indemnitee": as defined in Section 9.5(d).

                  "Indemnified Liabilities": as defined in Section 9.5(d).

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, domain names, technology, know-how and processes, and all


                                       13
<PAGE>

rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.

                  "Interest Payment Date": (a) as to any ABR Loan, the last day
of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency
Loan having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Eurocurrency Loan having an Interest Period
longer than three months, each day that is three months, or a whole multiple
thereof, after the first day of such Interest Period and the last day of such
Interest Period, (d) with respect to any Fixed Rate 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 Fixed Rate Loan with an Interest Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request),
each day prior to the last day of such Interest Period that occurs at intervals
of 90 days' duration after the first day of such Interest Period, and any other
dates that are specified in the applicable Competitive Bid Request as Interest
Payment Dates with respect to such borrowing, (e) with respect to any Swingline
Loan, the date established as such by the Borrower and the Swingline Lender
prior to the making thereof (but in any event no later than the Termination
Date) and (f) as to any Loan (other than any Revolving Loan that is an ABR Loan
and any Swingline Loan), the date of any repayment or prepayment made in respect
thereof.

                  "Interest Period": (a) as to any Eurocurrency Loan, (i)
initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurocurrency Loan and ending one, two or three
weeks or one, two, three or six months thereafter, as selected by the Borrower
in its notice of borrowing or notice of conversion, as the case may be, given
with respect thereto; and (ii) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such Eurocurrency Loan
and ending one, two or three weeks or one, two, three or six months thereafter,
as selected by the Borrower by irrevocable notice to the Administrative Agent
not later than 11:00 A.M., New York City time, in the case of Revolving Loans
denominated in Dollars, and 3:00 P.M., London time, in the case of Multicurrency
Loans, three Business Days prior to the last day of the then current Interest
Period with respect thereto and (b) with respect to any Fixed Rate Borrowing,
the period (which shall not be less than 7 days or more than 360 days)
commencing on the date of such Borrowing and ending on the date specified in the
applicable Competitive Bid Request; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

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

                                    (ii) the Borrower may not select an Interest
                           Period that would extend beyond the Termination Date;
                           and

                                    (iii) with respect to Eurocurrency Rate
                           Loans having an Interest Period of one month or more,
                           any Interest Period that begins on the last Business
                           Day of a calendar month (or on a day for which there
                           is no


                                       14
<PAGE>
                           numerically corresponding day in the calendar month
                           at the end of such Interest Period) shall end on the
                           last Business Day of a calendar month.

                  "Investments": as defined in Section 6.11.

                  "Issuing Lender": any Lender designated as an Issuing Lender
in an Issuing Lender Agreement executed by such Lender, the Borrower and the
Administrative Agent; provided, that the Issuing Lender may, in its discretion,
arrange for one or more Letters of Credit to be issued by any of its Lender
Affiliates (in which case the term "Issuing Lender" shall include such Lender
Affiliate with respect to Letters of Credit issued by such Lender Affiliate).

                  "Issuing Lender Agreement": an agreement, substantially in the
form of Exhibit G, executed by a Lender, the Borrower, and the Administrative
Agent pursuant to which such Lender agrees to become an Issuing Lender
hereunder.

                  "Judgment Currency": as defined in Section 2.29(b).

                  "L/C Commitment": $50,000,000.

                  "L/C Fee Payment Date": (a) the third Business Day following
the last day of each March, June, September and December and (b) the last day of
the Commitment Period.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit (including the Dollar Equivalent of Letters of Credit issued
in Foreign Currencies) and (b) the aggregate amount of drawings under Letters of
Credit (including the Dollar Equivalent of drawings in Foreign Currencies which
have not been converted to Dollars) that have not then been reimbursed pursuant
to Section 2.9.

                  "L/C Participants": the collective reference to all the
Lenders other than the relevant Issuing Lender.

                  "Lender Affiliate": (a) any Affiliate of any Lender, (b) any
Person that is administered or managed by any Lender or any Affiliate of any
Lender and that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of
its business and (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.

                  "Lenders": as defined in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

                  "Letters of Credit": as defined in Section 2.6(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference,


                                       15
<PAGE>

priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having substantially the same economic effect as
any of the foregoing). For the avoidance of doubt, "Liens" shall not include
provisions in agreements governing Indebtedness permitted under Section 6.2(h)
of Foreign Subsidiaries (or of Domestic Subsidiaries relating to borrowings by
foreign divisions thereof), and in guaranties of such Indebtedness by the
Borrower or its Subsidiaries permitted under this Agreement, whereby the
Borrower or a Subsidiary (i) has agreed, upon demand by the lender of such
Indebtedness, either to grant Liens on its property to secure such Indebtedness
or guaranty or to pay or cause to be paid such Indebtedness, or (ii) has granted
Liens on property in the possession of the lender of such Indebtedness from time
to time to secure such Indebtedness or guaranty; provided, that the Borrower or
any Subsidiary (x) may not actually grant any Lien pursuant to the foregoing
clause (i) or (y) may not actually permit any Lien to attach to any property
described in the foregoing clause (ii), except, under the foregoing clause (ii),
freely transferable deposits maintained with such lender and other cash
equivalent items deposited with such lender in the ordinary course of the
Borrower's or such Subsidiary's cash management operations and not for the
purpose of securing obligations owed to such lender.

                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement, the Guarantee and the Notes.

                  "Loan Parties": each Group Member that is a party to a Loan
Document.

                  "Margin": with respect to any Competitive Loan bearing
interest at a rate based on the Eurocurrency Base Rate, the marginal rate of
interest, if any, to be added to or subtracted from the Eurocurrency Base Rate
to determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.

                  "Margin Stock": shall have the meaning of "margin stock" as
defined in Regulation U.

                  "Material Adverse Effect": a material adverse effect on (a)
the business, property, operations or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

                  "Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation.

                  "Multicurrency Percentage": as to any Multicurrency Lender at
any time, the percentage which such Lender's Multicurrency Subcommitment then
constitutes of the aggregate amount of Multicurrency Subcommitments.

                  "Multicurrency Lender": each Lender with a Multicurrency
Subcommitment.


                                       16
<PAGE>

                  "Multicurrency Loans": as defined in Section 2.1(c).

                  "Multicurrency Subcommitment": as to any Lender, the
obligation of such Lender, if any, to make Multicurrency Loans in an aggregate
principal amount not to exceed the amount set forth under the heading
"Multicurrency Subcommitment" opposite such Lender's name on Schedule 1.1 or in
the Assignment and Assumption pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original aggregate amount of the Multicurrency Subcommitments is
$300,000,000.

                  "Multicurrency Sublimit": $300,000,000.

                  "Multiemployer Plan": a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                  "New York Process Agent": as defined in Section 9.12(b).

                  "Non-Excluded Taxes": as defined in Section 2.25(a).

                  "Non-Guarantor Subsidiary": any Subsidiary that is not a
Subsidiary Guarantor.

                  "Non-U.S. Lender": as defined in Section 2.25(d).

                  "Notes": the collective reference to any promissory note
evidencing Loans. Each Note shall be substantially in the form of Exhibit I
hereto.

                  "Obligations": with respect to the Borrower, the unpaid
principal of and interest on (including interest accruing after the maturity of
the Loans and Reimbursement Obligations and interest accruing after the filing
of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender (or, in the case of Specified Hedge
Agreements, any affiliate of any Lender), whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any other
Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other
document made, delivered or given in connection herewith or therewith, whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including all reasonable fees, charges and disbursements of
counsel to the Administrative Agent or to any Lender that are required to be
paid by the Borrower pursuant hereto) or otherwise.

                  "Obligor Asset Threshold":  as defined in Section 6.11(d).

                  "Other Taxes": 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 hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.


                                       17
<PAGE>


                  "Outstanding Committed Extensions of Credit": as to any Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Loans (or the Dollar Equivalent thereof in the case of
Multicurrency Loans) held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding, and (c) such
Lender's Revolving Percentage of the aggregate principal amount of the Swingline
Loans then outstanding.

                  "Overnight Rate" means, for any day, (a) with respect to any
amount denominated in Dollars, the greater of (i) the Federal Funds Effective
Rate and (ii) an overnight rate determined by the Administrative Agent, the
applicable Issuing Lender, or the Swingline Lender, as the case may be, in
accordance with banking industry rules on interbank compensation, and (b) with
respect to any amount denominated in a Foreign Currency, the rate of interest
per annum at which overnight deposits in the applicable Foreign Currency, in an
amount approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day by a branch or Affiliate of Bank
of America in the applicable offshore interbank market for such currency to
major banks in such interbank market.

                  "Participant": as defined in Section 9.6(c)(i).

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Permitted Liens": as defined in Section 6.3.

                  "Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

                  "Plan": at a particular time, any employee benefit plan that
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

                  "Platform": as defined in Section 5.2.

                  "Pricing Grid": the table set forth below:

<TABLE>
<CAPTION>

                                     Level I         Level II         Level III        Level IV            Level V
                                                   Less than or     Less than or      Less than or
                                                   equal to 1.5     equal to 2.0      equal to 2.5
                                     Less than      to 1.0 but       to 1.0 but        to 1.0 but          Greater
Based upon the Borrower's           or equal to    greater than     greater than      greater than       than 2.5 to
Consolidated Leverage Ratio:        1.0 to 1.0      1.0 to 1.0       1.5 to 1.0        2.0 to 1.0            1.0

<S>                                 <C>            <C>              <C>               <C>                <C>
FACILITY FEE RATE                      0.100%         0.125%            0.150%            0.175%           0.225%

EUROCURRENCY APPLICABLE MARGIN         0.425%         0.550%            0.725%            0.800%           1.000%

SWINGLINE APPLICABLE MARGIN            0.425%         0.550%            0.725%            0.800%           1.000%

STANDBY LETTER OF CREDIT FEE RATE      0.425%         0.550%            0.725%            0.800%           1.000%

TRADE LETTER OF CREDIT FEE RATE       0.2125%         0.275%           0.3625%            0.400%           0.500%


</TABLE>


                                       18
<PAGE>

                  Notwithstanding the foregoing, if the Borrower fails to
deliver any Compliance Certificate within five (5) Business Days after such
Compliance Certificate is to be delivered to the Administrative Agent and the
Lenders pursuant to Section 5.2, then for the period commencing on the date on
which such Compliance Certificate was to be delivered through the date
immediately following the date on which such Compliance Certificate is
delivered, the Eurocurrency Applicable Margin, Swingline Applicable Margin,
Standby Letter of Credit Fee Rate and Trade Letter of Credit Fee Rate shall be
as set forth in Level V above. From the Closing Date through the first
Adjustment Date, the Facility Fee Rate, the Eurocurrency Applicable Margin, the
Swingline Applicable Margin, the Standby Letter of Credit Rate and the Trade
Letter of Credit Rate shall be as set forth in Level III in the table above.

                  "Properties": as defined in Section 3.15(a).

                  "Qualified Receivables Transaction": any transaction or series
of transactions that may be entered into by the Borrower or any of its
Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell,
convey or otherwise transfer to (a) a Receivables Entity (in the case of a
transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in
the case of a transfer by a Receivables Entity), or may grant a security
interest in, any accounts receivable (whether now existing or arising in the
future) of the Borrower or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts
receivable, all contracts and all guarantees or other obligations in respect of
such accounts receivable, the proceeds of such receivables and other assets
which are customarily transferred, or in respect of which security interests are
customarily granted, in connection with asset securitization involving accounts
receivable.

                  "Receivables Entity": a Wholly Owned Subsidiary of the
Borrower (or another Person in which the Borrower or any Subsidiary makes an
Investment pursuant to Section 6.11(h) and to which the Borrower or any
Subsidiary transfers accounts receivable and related assets pursuant to a
Qualified Receivables Transaction) which engages in no activities other than in
connection with the financing of accounts receivable and whose assets consist
solely of receivables and related assets transferred to such entity in
connection with a Qualified Receivables Transaction:

                  (a) no portion of the Indebtedness or any other obligations
         (contingent or otherwise) of which:

                                    (i) is guaranteed by the Borrower or any
                           Subsidiary (excluding guarantees of obligations
                           (other than the principal of, and interest on,
                           Indebtedness) pursuant to Standard Securitization
                           Undertakings);


                                       19
<PAGE>



                                    (ii) is recourse to or obligates the
                           Borrower or any Subsidiary in any way other than
                           pursuant to Standard Securitization Undertakings; or

                                    (iii) subjects any property or asset of the
                           Borrower or any Subsidiary, directly or indirectly,
                           contingently or otherwise, to the satisfaction
                           thereof, other than pursuant to Standard
                           Securitization Undertakings;

                  (b) with which neither the Borrower nor any Subsidiary has any
         material contact, agreement, arrangement or understanding (except in
         connection with a Qualified Receivables Transaction) other than on
         terms no less favorable to the Borrower or such Subsidiary than those
         that might be obtained at the time from Persons that are not Affiliates
         of the Borrower, other than fees payable in the ordinary course of
         business in connection with servicing accounts receivable; and

                  (c) to which neither the Borrower nor any Subsidiary has any
         obligation to maintain or preserve such entity's financial condition or
         cause such entity to achieve certain levels of operating results
         (except pursuant to Standard Securitization Undertakings).

                  Any designation by the Borrower of a Wholly Owned Subsidiary
as a Receivables Entity shall be evidenced to the Administrative Agent by filing
with the Administrative Agent a certificate of a Responsible Officer of the
Borrower certifying the such designation complied with the foregoing conditions.

                  "Refunded Swingline Loans": as defined in Section 2.4(b).

                  "Refunding Date": as defined in Section 2.4(c).

                  "Register": as defined in Section 9.6(b)(iv).

                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse the relevant Issuing Lender pursuant to Section 2.9 for amounts drawn
under Letters of Credit.

                  "Related Parties" means, with respect to any Person, such
Person's Affiliates and the partners, directors, officers, employees and agents
of such Person and of such Person's Affiliates.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under Sections .27, .28, 29, .30, .31, .32, .34 or .35 of PBGC
Reg. Section 4043.

                  "Requested Multicurrency Loans": as defined in Section
2.31(a).




                                       20
<PAGE>





                  "Required Lenders": at any time, the holders of more than 50%
of the Total Commitments then in effect or, if the Commitments have been
terminated, the Total Outstanding Extensions of Credit.

                  "Required Multicurrency Lenders": at any time, the holders of
more than 50% of the Multicurrency Subcommitments then in effect.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

                  "Reset Date": as defined in Section 2.30.

                  "Responsible Officer": the chief executive officer, president,
chief financial officer, treasurer or controller of the Borrower, but in any
event, with respect to financial matters, the chief financial officer, treasurer
or controller of the Borrower.

                  "Restricted Payments": the declaration or payment of any
dividend (other than dividends payable solely in common stock of the Person
making such dividend) on, or the making of any payment on account of, or the
setting apart of assets for a sinking or other analogous fund for, or the
purchase, redemption, defeasance, retirement or other acquisition of, any
Capital Stock of any Group Member, whether now or hereafter outstanding, or the
making of any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of any Group Member.

                  "Revolving Loans": the collective reference to Dollar
Revolving Loans and Multicurrency Loans.

                  "Revolving Percentage": as to any Lender at any time, the
percentage which such Lender's Commitment then constitutes of the Total
Commitments or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate amount of such Lender's
Outstanding Committed Extensions of Credit then outstanding constitutes of the
aggregate Outstanding Committed Extensions of Credit.

                  "Screen Rate" means, for any Interest Period:

                (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on Page 3750
         of the Telerate screen (or any successor thereto) that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in the relevant currency (for delivery on the first day of
         such Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of such Interest Period; or

                (b) if the rate referenced in the preceding clause (a) does not
         appear on such page or service or such page or service shall cease to
         be available, the rate per annum


                                       21
<PAGE>





         equal to the rate determined by the Administrative Agent to be the
         offered rate on such other page or other service that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in the relevant currency (for delivery on the first day of
         such Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of such Interest Period.

                  "SEC": the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

                  "SFAS 142": FASB statement of Financial Accounting Standards
No. 142 "Goodwill and Other Intangible Assets".

                  "Significant Subsidiary": any Subsidiary of the Borrower (a)
which, together with its Subsidiaries (determined on a consolidated basis), has
assets with a book value greater than or equal to $75,000,000 (or, if less,
commencing with the first fiscal quarter ending after the Closing Date, 5% of
the total assets of the Borrower and its Subsidiaries (determined on a
consolidated basis) as of the end of the most recently completed fiscal quarter
for which financial information is available), determined in accordance with
GAAP (b) which, together with its Subsidiaries (determined on a consolidated
basis), has net outside sales greater than or equal to $75,000,000 (or, if less,
commencing with the first fiscal quarter after the Closing Date, 5% of the net
outside sales of the Borrower and its Subsidiaries (determined on a consolidated
basis) for the most recent four fiscal quarters for which financial information
is available), determined in accordance with GAAP or (c) designated by the
Borrower as a Significant Subsidiary by written notice to the Administrative
Agent. As used in the foregoing definition, "net outside sales" means gross
sales to Persons other than the Borrower and its consolidated Subsidiaries, net
of cash discounts, customer returns and allowances.

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but that is not a Multiemployer Plan.

                  "Solvent": when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount of
all "liabilities of such Person, contingent or otherwise", as of such date, as
such quoted terms are determined in accordance with applicable federal and state
laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.




                                       22
<PAGE>





                  "Specified Hedge Agreement": any Hedge Agreement entered into
by the Borrower and any Lender or Lender Affiliate.

                  "Standard Securitization Undertakings": representations,
warranties, covenants and indemnities entered into by the Borrower or any
Subsidiary which are reasonably customary in securitization of accounts
receivables transactions (it being understood that in no event shall Standard
Securitization Undertakings include any Guarantee Equivalents in respect of
principal or interest on the financing for any Qualified Receivables
Transaction).

                  "Standby Letter of Credit": a standby letter of credit issued
to support obligations of the Borrower or its Subsidiaries, contingent or
otherwise.

                  "Standby Letter of Credit Fee Rate": the Standby Letter of
Credit Fee Rate shall be determined pursuant to the Pricing Grid.

                  "Sterling" and "L": British Pounds Sterling, the lawful
currency of the United Kingdom.

                  "Stock Payment": by any Person, any dividend, distribution or
payment of any nature (whether in cash, securities, or other property) on
account of or in respect of any shares of the capital stock or other equity
interests (or warrants, options or rights therefor) of such Person, including
but not limited to any payment on account of the purchase, redemption,
retirement, defeasance or acquisition of any shares of the capital stock or
other equity interests (or warrants, options or rights therefor) of such Person,
in each case regardless of whether required by the terms of such capital stock
or other equity interest (or warrants, options or rights) or any other agreement
or instrument.

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiary Guarantor": each Significant Subsidiary of the
Borrower which is a Domestic Subsidiary.

                  "Swingline Applicable Margin": the Swingline Applicable Margin
will be determined pursuant to the Pricing Grid.

                  "Swingline Commitment": the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 2.4 in an aggregate principal amount
at any one time outstanding not to exceed $100,000,000.




                                       23
<PAGE>





                  "Swingline Exposure": at any time, the sum of the aggregate
outstanding principal amount of Swingline Loans at such time. The Swingline
Exposure of any Lender at any time shall mean its Revolving Percentage of the
Swingline Exposure at such time.

                  "Swingline Lender": Bank of America, in its capacity as the
lender of Swingline Loans

                  "Swingline Loans": as defined in Section 2.4(a).

                  "Swingline Participation Amount": as defined in Section
2.5(c).

                  "Termination Date": October 29, 2009.

                  "Total Commitments": at any time, the aggregate amount of the
Commitments then in effect.

                  "Total Outstanding Extensions of Credit": at any time, the sum
of (a) the aggregate amount of the Outstanding Committed Extensions of Credit of
the Lenders outstanding at such time plus (b) the aggregate principal amount of
all Competitive Loans then outstanding.

                  "Trade Letter of Credit": a trade letter of credit issued to
provide a primary means of payment in respect of the purchase of goods or
services by the Borrower or its Subsidiaries in the ordinary course of business.

                  "Trade Letter of Credit Fee Rate": the Trade Letter of Credit
Fee Rate shall be determined pursuant to the Pricing Grid.

                  "Transferee": any Assignee or Participant.

                  "Type": as to any Loan, its nature as an ABR Loan or a
Eurocurrency Loan.

                  "United States": the United States of America.

                  "Unrestricted Domestic Cash": domestic cash at a U.S. bank or
a U.S. branch or agency of a foreign bank or domestic Cash Equivalents, in each
case, held by the Borrower or any Subsidiary Guarantor, which is freely
transferable and not subject to a Lien (other than a Lien permitted pursuant to
Section 6.3(m)), pledge, security interest, encumbrance, escrow or cash
collateral arrangement or other restriction on its use.

                  "U.S. Person": a citizen, national or resident of the United
States of America, or an entity organized in or under the laws of the United
States of America.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Borrower.




                                       24
<PAGE>


                  "Yen" and "Y": the lawful currency of Japan.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

                  (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, accounts receivable, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  1.3 Currency Conversion. (a) If more than one currency or
currency unit are at the same time recognized by the central bank of any country
as the lawful currency of that country, then (i) any reference in the Loan
Documents to, and any obligations arising under the Loan Documents in, the
currency of that country shall be translated into or paid in the currency or
currency unit of that country designated by the Administrative Agent and (ii)
any translation from one currency or currency unit to another shall be at the
official rate of exchange recognized by the central bank for conversion of that
currency or currency unit into the other, rounded up or down by the
Administrative Agent as it deems appropriate.

                  (b) If a change in any currency of a country occurs (including
the adoption of the Euro by any member state of the European Union), this
Agreement shall be amended (and each party hereto agrees to enter into any
supplemental agreement necessary to effect any such amendment) to the extent
that the Administrative Agent determines such amendment to be necessary to
reflect the change in currency and to put the Lenders in the same position, so
far as possible, that they would have been in if no change in currency had
occurred.

                  (c) Each obligation of the Borrower to make a payment
denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall be
redenominated into Euro at the time of such


                                       25
<PAGE>





adoption (in accordance with the EMU Legislation). If, in relation to the
currency of any such member state, the basis of accrual of interest expressed in
this Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided that if any Loan or L/C
Obligation in the currency of such member state is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such Loan or
L/C Obligation, at the end of the then current Interest Period.

                  1.4 Letter of Credit Amounts. Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the
Dollar Equivalent of the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of Credit that, by
its terms or the terms of any document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Commitments. (a) Subject to the terms and conditions
hereof, each Lender severally agrees to make revolving credit loans denominated
in Dollars ("Dollar Revolving Loans") to the Borrower from time to time during
the Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Revolving Percentage of the
Outstanding Committed Extensions of Credit, shall not exceed such Lender's
Commitment. The Borrower shall not request and no Lender shall be required to
make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the
Total Outstanding Extensions of Credit shall exceed the Total Commitments then
in effect. During the Commitment Period, the Borrower may use the Commitments by
borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in
part, all in accordance with the terms and conditions hereof. The failure of any
Lender to make any Dollar Revolving Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Dollar Revolving Loans as required. The
Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans,
as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2(a) and 2.18.

                  (b) The Borrower shall repay all outstanding Dollar Revolving
Loans borrowed by it on the earlier of the Termination Date and the date on
which the Dollar Revolving Loans shall become due and payable in accordance with
Section 7.

                  (c) Subject to the terms and conditions hereof (including,
without limitation, Section 2.31), each Multicurrency Lender severally agrees,
from time to time during the Commitment Period, to make revolving credit loans
denominated in one or more Foreign Currencies ("Multicurrency Loans") to the
Borrower in an aggregate principal amount (based on the Dollar Equivalent of
such Multicurrency Loans) at any one time outstanding which (a) shall not exceed
such Multicurrency Lender's Multicurrency Subcommitment and (b) when added to


                                       26
<PAGE>





such Lender's Revolving Percentage of the Outstanding Committed Extensions of
Credit, shall not exceed such Lender's Commitment. The Borrower shall not
request and no Multicurrency Lender shall be required to make any Multicurrency
Loan if, after making such Multicurrency Loan (i) the Total Outstanding
Extensions of Credit shall exceed the Total Commitments then in effect or (ii)
the Dollar Equivalent of the aggregate outstanding Multicurrency Loans shall
exceed the Multicurrency Sublimit. During the Commitment Period, the Borrower
may borrow, prepay and reborrow Multicurrency Loans, in whole or in part, all in
accordance with the terms and conditions hereof. All Multicurrency Loans shall
be Eurocurrency Loans.

                  (d) The Borrower shall repay all outstanding Multicurrency
Loans borrowed by it on the earlier of the Termination Date and the date on
which the Multicurrency Loans shall become due and payable in accordance with
Section 7.

                  2.2 Procedure for Revolving Loan Borrowing. (a) The Borrower
may borrow Dollar Revolving Loans under the Commitments during the Commitment
Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent (a) prior to 11:00 A.M., New York City time, three Business
Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans or
(b) prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in
the case of ABR Loans), specifying (i) the amount and Type of Dollar Revolving
Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) in the case
of Eurocurrency Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. Any Dollar Revolving
Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of
Dollar Revolving Loans under the Commitments shall be in an amount equal to (x)
in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess
thereof (or, if the then aggregate Available Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans,
$3,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then
aggregate Available Commitments are less than $1,000,000, such lesser amount);
provided, that the Swingline Lender may request, on behalf of the Borrower,
borrowings under the Commitments that are ABR Loans in other amounts pursuant to
Section 2.5. Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Lender thereof. Subject to
Section 2.31, each Lender will make the amount of its pro rata share of each
borrowing of Dollar Revolving Loans available to the Administrative Agent for
the account of the Borrower at the Funding Office prior to 12:00 Noon, New York
City time on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Subject to Section 2.31, such borrowing
will then be made available to the Borrower by the Administrative Agent
crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available in Dollars to the Administrative Agent
by the Lenders and in like funds as received by the Administrative Agent or by
wire transfer of such amounts to an account designated in writing by the
Borrower to the Administrative Agent in connection with the relevant borrowing.

                  (b) The Borrower may borrow Multicurrency Loans under the
Multicurrency Subcommitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 3:00
P.M., London time, three Business Days prior to the


                                       27
<PAGE>





requested Borrowing Date), specifying (i) the requested Borrowing Date, (ii) the
respective amounts of each Multicurrency Loan in each Foreign Currency and (iii)
the respective lengths of the initial Interest Period therefor. Each borrowing
under the Multicurrency Subcommitments shall be in an amount equal to (w) in the
case of Multicurrency Loans denominated in Sterling, L1,000,000 or a whole
multiple of L100,000 in excess thereof, (x) in the case of Multicurrency Loans
denominated in Euros, E1,000,000 or a whole multiple of E100,000 in excess
thereof, (y) in the case of Multicurrency Loans denominated in Canadian Dollars,
C$1,000,000 or a whole multiple of C$100,000 in excess thereof and (z) in the
case of Multicurrency Loans denominated in Yen, Y100,000,000 or a whole multiple
of Y10,000,000 in excess thereof. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Multicurrency
Lender thereof. Each Multicurrency Lender will make the amount of its pro rata
share of each borrowing available to the Administrative Agent for the account of
the Borrower at the Funding Office prior to 12:00 Noon, London time, in each
case, on the Borrowing Date requested by the Borrower in funds immediately
available in the relevant Foreign Currency to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative
Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Multicurrency Lenders and in like funds as received by the Administrative Agent
or by wire transfer of such amounts to an account designated in writing by the
Borrower to the Administrative Agent in connection with the relevant borrowing.

                  2.3 Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Commitment Period the
Borrower may request Competitive Bids and may (but shall not have any obligation
to) accept Competitive Bids and borrow Competitive Loans in Dollars; provided
that, after making such Competitive Loans, the Total Outstanding Extensions of
Credit shall not exceed the Total Commitments then in effect. To request
Competitive Bids, the Borrower shall notify the Administrative Agent of such
request by telephone, in the case of a Eurodollar Competitive Loan, not later
than 11:00 A.M., New York City time, five Business Days before the date of the
proposed borrowing and, in the case of a Fixed Rate Loan, not later than 10:00
A.M., New York City time, one Business Day before the date of the proposed
borrowing; provided that the Borrower may only submit one Competitive Bid
Request on any day, but a Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following
information:

                                    (i) the aggregate amount of the requested
                           borrowing;

                                    (ii) the Borrowing Date, which shall be a
                           Business Day;

                                    (iii) whether such borrowing is to be a
                           Eurodollar Competitive Loan or a Fixed Rate Loan;




                                       28
<PAGE>



                                    (iv) the Interest Period to be applicable to
                           such borrowing, which shall be a period contemplated
                           by the definition of the term "Interest Period"; and

                                    (v) the location and number of the
                           Borrower's account to which funds are to be
                           disbursed.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section 2.3, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Competitive Loan, not later than 9:30
A.M., New York City time, four Business Days before the proposed date of such
borrowing of a Competitive Loan, and in the case of a Fixed Rate Loan, not later
than 9:30 A.M., New York City time, on the date of such borrowing of such Fixed
Rate Loan. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender and the
Borrower as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount (which shall be a minimum of $10,000,000 and an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
Competitive Loan requested by the Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

                  (c) The Administrative Agent shall promptly notify the
Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.

                  (d) Subject only to the provisions of this paragraph, the
Borrower may accept or reject any Competitive Bid. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive Loan, not
later than 10:30 A.M., New York City time, three Business Days before the date
of the proposed borrowing of such Eurodollar Competitive Loan, and in the case
of a Fixed Rate Loan, not later than 10:30 A.M., New York City time, on the
proposed date of the borrowing of such Fixed Rate Loan; provided that (i) the
failure of the Borrower to give such notice shall be deemed to be a rejection of
each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made
at a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid
made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by the Borrower shall not exceed the aggregate amount
of the requested Competitive Loans specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, the
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids


                                       29
<PAGE>





at such Competitive Bid Rate, shall be made pro rata in accordance with the
amount of each such Competitive Bid, and (v) except pursuant to clause (iv)
above, no Competitive Bid shall be accepted for a Competitive Loan unless such
Competitive Loan is in a minimum principal amount of $10,000,000 and an integral
multiple of $1,000,000 in excess thereof; provided further that if a Competitive
Loan must be in an amount less than $10,000,000 because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner determined by the Borrower. A notice given
by the Borrower pursuant to this paragraph shall be irrevocable.

                  (e) The Administrative Agent shall promptly notify each
bidding Lender by telecopy whether or not its Competitive Bid has been accepted
(and, if so, the amount and Competitive Bid Rate so accepted), and each
successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.

                  (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the Borrower at least one quarter of an hour earlier than the
time by which the other Lenders are required to submit their Competitive Bids to
the Administrative Agent pursuant to paragraph (b) of this Section 2.3.

                  2.4 Swingline Commitment. (a) Subject to the terms and
conditions hereof and in reliance upon the agreements of the other Lenders set
forth herein, the Swingline Lender agrees to make a portion of the credit
otherwise available to the Borrower under the Commitments from time to time
during the Commitment Period by making swing line loans ("Swingline Loans")
bearing interest as set forth in Section 2.20(c), to the Borrower; provided that
(i) the aggregate outstanding principal amount of Swingline Loans at any time
shall not exceed the Swingline Commitment then in effect (notwithstanding that
the Swingline Loans outstanding at any time, when aggregated with such Swingline
Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment
then in effect), (ii) the aggregate principal amount of Swingline Loans
outstanding at any time shall not exceed $100,000,000, and (iii) the Borrower
shall not request, and the Swingline Lender shall not make, any Swingline Loan
if, after giving effect to the making of such Swingline Loan, the sum of the
Total Outstanding Extensions of Credit would exceed the Total Commitments.
During the Commitment Period, the Borrower may use the Swingline Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof. Swingline Loans shall be denominated in Dollars. Any
Swingline Loans made on the Closing Date shall bear interest at Bank of
America's cost of funds plus the Swingline Applicable Margin.

                  (b) The Borrower shall repay all outstanding Swingline Loans
on the earlier of the Termination Date and the date on which the Swingline Loans
shall become due and payable in accordance with Section 7.

                  2.5 Procedure for Swingline Borrowing: Refunding of Swingline
Loans. (a) Whenever the Borrower desires that the Swingline Lender make
Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice
confirmed promptly in writing (which


                                       30
<PAGE>





telephonic notice must be received by the Swingline Lender not later than 2:00
P.M., New York City time, on the proposed Borrowing Date), specifying (i) the
amount to be borrowed and (ii) the requested Borrowing Date (which shall be a
Business Day during the Commitment Period). Each borrowing under the Swingline
Commitment shall be a minimum of $100,000. Not later than 3:00 P.M., New York
City time, on the Borrowing Date specified in a notice in respect of Swingline
Loans, the Swingline Lender shall make available to the Administrative Agent at
the Funding Office an amount in immediately available funds equal to the amount
of the Swingline Loan to be made by the Swingline Lender. The Administrative
Agent shall make the proceeds of such Swingline Loan available to the Borrower
on such Borrowing Date by transferring such proceeds to an account designated by
the Borrower no later than 4:00 P.M., New York City time on such Borrowing Date
in immediately available funds.

                  (b) The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may (and, in any event, on the tenth (10th)
Business Day after any Swingline Loan is made to the Borrower, the Swingline
Lender shall), on behalf of the Borrower (which hereby irrevocably directs the
Swingline Lender to act on its behalf), on one Business Day's notice given by
the Swingline Lender no later than 12:00 Noon, New York City time, request each
Lender to make, and each Lender hereby agrees to make, a Dollar Revolving Loan,
in an amount equal to such Lender's Revolving Percentage of the aggregate amount
of the Swingline Loans (the "Refunded Swingline Loans") of the Swingline Lender
outstanding on the date of such notice, to repay the Swingline Lender. Each
Lender shall make the amount of such Dollar Revolving Loan available to the
Administrative Agent at the Funding Office in immediately available funds, not
later than 10:00 A.M., New York City time, one Business Day after the date of
such notice. The proceeds of such Revolving Loans shall be immediately made
available by the Administrative Agent to the Swingline Lender for application by
the Swingline Lender to the repayment of the Refunded Swingline Loans. The
Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's
accounts with the Administrative Agent (up to the amount available in each such
account) in order to immediately pay the amount of such Refunded Swingline Loans
to the extent amounts received from the Lenders are not sufficient to repay in
full the Swingline Lender's Refunded Swingline Loans.

                  (c) If prior to the time a Dollar Revolving Loan would have
otherwise been made pursuant to Section 2.5(b), one of the events described in
Section 7(f) shall have occurred and be continuing with respect to the Borrower
or if for any other reason, as determined by the Swingline Lender in its sole
discretion, Dollar Revolving Loans may not be made as contemplated by Section
2.5(b), each Lender shall, on the date such Dollar Revolving Loan was to have
been made pursuant to the notice referred to in Section 2.5(b) (the "Refunding
Date"), purchase for cash an undivided participating interest in the then
outstanding Swingline Loans by paying to the Swingline Lender an amount (the
"Swingline Participation Amount") equal to (i) such Lender's Revolving
Percentage times (ii) the sum of the aggregate principal amount of Swingline
Loans made by the Swingline Lender then outstanding that were to have been
repaid with such Dollar Revolving Loans.

                  (d) Whenever, at any time after the Swingline Lender has
received from any Lender such Lender's Swingline Participation Amount, the
Swingline Lender receives any payment on account of its Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to


                                       31
<PAGE>





reflect the period of time during which such Lender's participating interest was
outstanding and funded and, in the case of principal and interest payments, to
reflect such Lender's pro rata portion of such payment if such payment is not
sufficient to pay the principal of and interest on all Swingline Loans then
due); provided, however, that in the event that such payment received by the
Swingline Lender is required to be returned, such Lender will return to the
Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.

                  (e) Each Lender's obligation to make the Dollar Revolving
Loans referred to in Section 2.5(b) and to purchase participating interests
pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or the Borrower may have
against any Swingline Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in
Section 4; (iii) any adverse change in the condition (financial or otherwise) of
the Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Loan Party or any Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

                  (f) If any Lender fails to make available to the
Administrative Agent for the account of the Swingline Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section
2.15, the Swingline Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swingline Lender at a rate per annum
equal to the applicable Overnight Rate from time to time in effect. A
certificate of the Swingline Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this Section
2.15(f) shall be conclusive absent manifest error.

                  2.6 L/C Commitment. (a) Subject to the terms and conditions
hereof, each Issuing Lender, in reliance on the agreements of the other Lenders
set forth in Section 2.8(a), agrees to issue standby or trade letters of credit
(together with any Designated Letters of Credit, "Letters of Credit") for the
account of the Borrower on any Business Day during the Commitment Period in such
form as may be approved from time to time by such Issuing Lender; provided that
no Issuing Lender shall have any obligation to issue any Letter of Credit if,
after giving effect to such issuance, (i) the L/C Obligations would exceed the
L/C Commitment or (ii) the sum of the Total Outstanding Extensions of Credit
would exceed the Total Commitments. Each Letter of Credit shall (i) be
denominated in Dollars or a Foreign Currency, (ii) have a face amount of at
least $10,000 or the Foreign Currency Equivalent thereof (unless otherwise
agreed by the relevant Issuing Lender) and (iii) expire no later than the
earlier of (x) the first anniversary of its date of issuance and (y) the date
that is five Business Days prior to the Termination Date, provided that any
Letter of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).

                  (b) No Issuing Lender shall at any time be obligated to issue
any Letter of Credit if such issuance would conflict with, or cause any Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.




                                       32
<PAGE>



                  (c) On the Closing Date, (i) the Borrower shall provide
Schedule 2.6, which Schedule shall list the Designated Letters of Credit, (ii)
such Designated Letters of Credit shall be deemed to be Letters of Credit issued
pursuant to and in compliance with this Section 2.6, (iii) the face amount of
such Designated Letters of Credit shall be included in the calculation of the
available L/C Commitment and the Outstanding Committed Extensions of Credit,
(iv) the provisions of this Agreement shall apply thereto, and the Borrower and
the Lenders hereunder hereby expressly assume all obligations with respect to
such Letters of Credit that they would have if such Letters of Credit had been
issued pursuant to this Agreement and (v) all liabilities of the Borrower with
respect to such Designated Letters of Credit shall constitute obligations of the
Borrower hereunder.

                  2.7 Procedure for Issuance of Letters of Credit. Upon receipt
of any Application, such Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall any
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by such Issuing Lender and the Borrower. The relevant
Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower
promptly following the issuance thereof. The relevant Issuing Lender shall
promptly furnish to the Administrative Agent notice of the issuance of each
Letter of Credit (including the amount thereof) in accordance with Section 2.13.

                  2.8 L/C Participation. (a) Each Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce each
Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from each Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant's
own account and risk an undivided interest equal to such L/C Participant's
Revolving Percentage in each Issuing Lender's obligations and rights under and
in respect of each Letter of Credit and the amount of each draft paid by each
Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably
agrees with each Issuing Lender that, if a draft is paid under any Letter of
Credit for which any Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, the related Reimbursement
Obligation shall be converted to Dollars in accordance with Section 2.9 and such
L/C Participant shall pay to such Issuing Lender through the Administrative
Agent upon demand at the Administrative Agent's address for notices specified
herein an amount equal to such L/C Participant's Revolving Percentage of the
amount of such Reimbursement Obligation, or any part thereof, that is not so
reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to any Issuing Lender pursuant to Section 2.8(a) in respect of any unreimbursed
portion of any payment made by any Issuing Lender under any Letter of Credit is
paid to such Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to such Issuing Lender through
the Administrative Agent on demand an amount equal to the product of (i) such
amount, times (ii) the Overnight Rate, times (iii) a fraction the numerator of
which is the number of days that elapse during such period and the denominator
of which is 360. If any such amount


                                       33
<PAGE>





required to be paid by any L/C Participant pursuant to Section 2.8(a) is not
made available to such Issuing Lender by such L/C Participant within three
Business Days after the date such payment is due, such Issuing Lender shall be
entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to ABR Loans. A certificate of such Issuing Lender submitted to any L/C
Participant with respect to any amounts owing under this Section 2.8 shall be
conclusive in the absence of manifest error.

                  (c) Whenever, at any time after an Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 2.8(a), the
Administrative Agent receives any payment related to such Letter of Credit
(whether directly from the Borrower or otherwise, including proceeds of
collateral applied thereto by the Administrative Agent), or any payment of
interest on account thereof, the Administrative Agent will distribute to such
L/C Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by such Issuing Lender shall be required to be
returned by such Issuing Lender, such L/C Participant shall return to such
Issuing Lender the portion thereof previously distributed by such Issuing Lender
to it.

                  2.9 Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse each Issuing Lender through the Administrative Agent on the
Business Day next succeeding the Business Day on which such Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by such Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes, fees, charges or other costs or expenses
incurred by such Issuing Lender in connection with such payment. Each such
payment shall be made to the Administrative Agent at its address for notices
referred to herein in the relevant currency and in immediately available funds,
unless (x) the Issuing Lender (at its option) shall have specified in its notice
to the Borrower that it will require reimbursement in Dollars or (y) in the
absence of any such requirement that the Borrower reimburse the applicable
Issuing Bank in Dollars, the Borrower shall have notified the applicable Issuing
Lender promptly following the notice of drawing that the Borrower will reimburse
such Issuing Lender in Dollars; provided that, in the case of any such
reimbursement in Dollars of any Letter or Credit denominated in a Foreign
Currency, the applicable Issuing Bank shall notify the Borrower of the Exchange
Rate for Dollars and the Foreign Currency used for payment of such Letter of
Credit as of the date of the payment of the draft presented under such Letter of
Credit by the relevant Issuing Lender with respect to the amount of the drawing
in the Foreign Currency promptly following the determination thereof. If the
Borrower does not reimburse the Issuing Lender for any draft paid by the Issuing
Lender under any Letter of Credit issued by such Issuing Lender in a Foreign
Currency on the date required pursuant to the first sentence of this Section
2.9, the Issuing Lender shall convert such Reimbursement Obligation into Dollars
at the rate of exchange then available to the Issuing Lender in the interbank
market where its foreign currency exchange operations in respect of such Foreign
Currency are then being conducted and the Borrower shall thereafter be required
to reimburse the Issuing Lender in Dollars for such Reimbursement Obligation (in
the amount so converted). Subject to the next succeeding sentence, interest
shall be payable on any such amounts from the date on which the relevant draft
is paid until payment in full at the rate set forth in (i) until the Business
Day next succeeding the date of the relevant notice, Section 2.20 (b) and (ii)
thereafter, Section 2.20(e). Interest shall be payable on any such amounts
denominated in a Foreign Currency from the date on which the relevant draft is
paid


                                       34
<PAGE>





until payment in full or conversion to Dollars as provided herein at the rate
determined by the Issuing Lender as its cost of funding such payment.

                  2.10 Obligations Absolute. The Borrower's obligations under
this Agreement with respect to Letters of Credit shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had
against any Issuing Lender, any beneficiary of a Letter of Credit or any other
Person. The Borrower also agrees with each Issuing Lender that no Issuing Lender
shall be responsible for, and the Borrower's Reimbursement Obligations under
Section 2.9 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
any claims whatsoever of the Borrower against any beneficiary of such Letter of
Credit or any such transferee. No Issuing Lender shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit,
except for errors or omissions found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Issuing Lender. The Borrower agrees that any action
taken or omitted by any Issuing Lender under or in connection with any Letter of
Credit or the related drafts or documents, if done in the absence of gross
negligence or willful misconduct and in accordance with the standards of care
specified in the Uniform Commercial Code of the State of New York, shall be
binding on the Borrower and shall not result in any liability of any Issuing
Lender to the Borrower.

                  2.11 Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the relevant Issuing Lender
shall promptly notify the Borrower and the Administrative Agent of the date and
amount thereof. The responsibility of an Issuing Lender to the Borrower in
connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such presentment
are substantially in conformity with such Letter of Credit.

                  2.12 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Agreement, the provisions of this Agreement shall apply.

                  2.13 Certain Reporting Requirements. Each Issuing Lender will
report in writing to the Administrative Agent (i) on the fifth Business Day
prior to the end of each fiscal quarter of the Borrower, the aggregate stated
amount of Letters of Credit issued by it and outstanding as of the last Business
Day of the preceding week and (ii) on or prior to each Business Day on which an
Issuing Lender expects to issue, renew or amend any Letter of Credit, the date
of such issuance, renewal or amendment and the aggregate stated amount of
Letters of Credit to be issued by it and outstanding after giving effect to such
issuance or amendment (and such Issuing Lender shall advise the Administrative
Agent on such Business Day whether such issuance, renewal or amendment occurred
and whether the amount thereof changed).




                                       35
<PAGE>





                  2.14 Fees and Other Charges, etc. (a) The Borrower agrees to
pay to the Administrative Agent for the account of each Lender a facility fee
for the period from and including the date hereof to the last day of the
Commitment Period, computed at the Facility Fee Rate on the average daily amount
of the Commitment of such Lender (whether or not utilized) during the period for
which payment is made, payable quarterly in arrears on the last day of each
March, June, September and December and on the later of the Termination Date and
the date the Commitments have been terminated and the principal of and interest
on each Loan, all fees and all other expenses or amounts payable under this
Agreement shall have been paid in full. For the avoidance of doubt, if any
Lender continues to have any Outstanding Committed Extensions of Credit after
its Commitment terminates, then such facility fee shall continue to accrue on
the daily amount of such Lender's Outstanding Committed Extensions of Credit
from and including the date on which its Commitment terminates to but excluding
the date on which such Lender ceases to have any Outstanding Committed
Extensions of Credit.

                  (b) Reserved.

                  (c) The Borrower will pay a fee on all outstanding Letters of
Credit at a per annum rate equal to the Standby Letter of Credit Fee Rate or the
Trade Letter of Credit Fee Rate, as applicable, computed on the Dollar
Equivalent of the maximum amount available to be drawn (as then in effect) under
such Letter of Credit shared ratably among the Lenders and payable quarterly in
arrears on each L/C Fee Payment Date after the issuance date. In addition, the
Borrower shall pay to each Issuing Lender for its own account a fronting fee of
0.125% per annum on the undrawn and unexpired amount of each Letter of Credit by
such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date
after the Issuance Date.

                  (d) In addition to the foregoing fees, the Borrower shall pay
or reimburse each Issuing Lender for such normal and customary costs and
expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

                  (e) The Borrower agrees to pay to the Administrative Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Borrower and the Administrative Agent.

                  2.15 Optional Termination or Reduction of Commitments;
Increase of Commitments. (a) The Borrower shall have the right, upon not less
than three Business Days' notice to the Administrative Agent, to terminate the
Commitments or, from time to time, to reduce the amount of the Commitments;
provided that no such termination or reduction of Commitments shall be permitted
if, after giving effect thereto and to any prepayments of the Revolving Loans
and Swingline Loans made on the effective date thereof, the Total Outstanding
Extensions of Credit would exceed the Total Commitments. Any such reduction
shall be in an amount equal to $10,000,000, or an integral multiple of
$1,000,000 in excess thereof, and shall reduce permanently the Commitments then
in effect. Any reduction of the Total Commitments to an amount below
$300,000,000 shall result in an automatic dollar-for-dollar reduction of the
Multicurrency Sublimit.

                  (b) Following the Closing Date, so long as no Default or Event
of Default has


                                       36
<PAGE>





occurred and is then continuing, the Borrower may request that the Total
Commitments and, at the Borrower's option, the aggregate amount of the
Multicurrency Subcommitments, be increased and, upon such request, the
Administrative Agent shall have the right to solicit additional financial
institutions to become Lenders for purposes of this Agreement, or to encourage
any Lender to increase its Commitment and, if applicable, its Multicurrency
Subcommitment, provided that (i) each Lender which is a party to this Agreement
prior to such increase shall have the first option, and may elect, to fund its
pro rata share of the amount of the requested increase in the Total Commitment
and, if applicable, the aggregate amount of the Multicurrency Subcommitments (or
any such greater amount in the event that one or more Lenders does not elect to
fund its respective pro rata share of the amount of the requested increase in
the Total Commitments and, if applicable, its Multicurrency Subcommitment),
thereby increasing its Commitment and, if applicable, its Multicurrency
Subcommitment hereunder, but no Lender shall have any obligation to do so, (ii)
in the event that it becomes necessary to include a new financial institution to
fund the amount of the requested increase in the Total Commitments and, if
applicable, the aggregate amount of the Multicurrency Subcommitments, each such
financial institution shall be reasonably acceptable to the Administrative Agent
and the Borrower (each such acceptance not to be unreasonably withheld) and each
such financial institution shall become a Lender hereunder and agree to become
party to, and shall assume and agree to be bound by, this Agreement, subject to
all terms and conditions hereof; (iii) the Administrative Agent shall not have
any obligation to the Borrower or to any Lender to solicit additional financial
institutions or any increase in the Total Commitment and, if applicable, the
Multicurrency Subcommitment of any Lender pursuant to this Section 2.15(b); (iv)
in connection with any increase in the Multicurrency Subcommitment, such
increase may, at the Borrower's option, be dollar for dollar with any increase
in the Total Commitment or in some lesser proportion thereof; and (v) in no
event shall the addition of any Lender or Lenders or the increase in the
Commitment of any Lender under this Section 2.15(b) increase the Total
Commitments to an amount greater than $650,000,000. Upon the addition of any
Lender, or the increase in the Commitment of any Lender, Schedule 1.1 shall be
amended by the Administrative Agent and the Borrower to reflect such addition or
such increase, and the Administrative Agent shall deliver to the Lenders, the
Swingline Lender, the Issuing Lender(s) and the Borrower copies of such Schedule
1.1. If, at any time that the Commitments are increased pursuant to this Section
2.15(b), there are Loans then outstanding or L/C Obligations, each new Lender,
and each existing Lender that has increased its Commitment, shall purchase Loans
and L/C Obligations from each other Lender in an amount such that, after such
purchase or purchases, the amount of outstanding Loans and L/C Obligations from
each Lender shall equal such Lender's respective Revolving Percentage, as
modified to give effect to such increase, multiplied by the aggregate amount of
Loans outstanding and L/C Obligations from all Lenders. To the extent that any
outstanding Loans bear interest at the Eurocurrency Rate, the Borrower shall pay
any additional costs described in Section 2.26 incurred by any Lender.

                  2.16 Optional Prepayments. (a) The Borrower may at anytime and
from time to time prepay the Loans (other than Multicurrency Loans), in whole or
in part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent not later than 11:00 A.M., New York City time, three
Business Days prior to the date of prepayment, in the case of Eurocurrency Loans
denominated in Dollars, and not later than 11:00 A.M., New York City time, one
Business Day prior to the date of prepayment, in the case of ABR Loans, which
notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurocurrency


                                       37
<PAGE>





Loans denominated in Dollars or ABR Loans; provided, that if a Eurocurrency Loan
denominated in Dollars is prepaid on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.26; provided, further, that Competitive Loans may
not be prepaid without the relevant Lenders' prior consent. Upon receipt of any
such notice the Administrative Agent shall promptly notify each Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with (except in the case of
Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such
date on the amount prepaid. Partial prepayments of Dollar Revolving Loans shall
be in an aggregate principal amount of $3,000,000 or a whole multiple of
$1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in
an aggregate principal amount of $100,000 or a whole multiple thereof.

                  (b) The Borrower may at any time and from time to time prepay
Multicurrency Loans, in whole or in part, without premium or penalty, upon
irrevocable notice (which notice must be received by the Administrative Agent
prior to 3:00 P.M., London time, three Business Days before the date of
prepayment) specifying the date and amount of prepayment. Upon receipt of any
such notice the Administrative Agent shall promptly notify each Multicurrency
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with any
amounts payable pursuant to Section 2.26 and accrued interest to such date on
the amount prepaid. Partial prepayments of Multicurrency Loans shall be in a
minimum principal amount of (w) L1,000,000 or a whole multiple of L100,000 in
excess thereof, in the case of Multicurrency Loans denominated in Sterling, (x)
E1,000,000 or a whole multiple or E100,000 in excess thereof, in the case of
Multicurrency Loans denominated in Euros, (y) C$1,000,000 or a whole multiple or
C$100,000 in excess thereof, in the case of Multicurrency Loans denominated in
Canadian Dollars, and (z) Y100,000,000 or a whole multiple or Y10,000,000 in
excess thereof, in the case of Multicurrency Loans denominated in Yen.

                  2.17 Mandatory Prepayments. (a) If, on any Calculation Date,
(i) the Total Outstanding Extensions of Credit exceed the Total Commitments or
(ii) the Dollar Equivalent of the Multicurrency Loans outstanding on such date
exceeds 105% of the Multicurrency Sublimit on such date, the Borrower shall,
without notice or demand, immediately repay such of the outstanding Loans in an
aggregate principal amount such that, after giving effect thereto, (x) the Total
Outstanding Extensions of Credit do not exceed the Total Commitments and (y) the
Dollar Equivalent of the Multicurrency Loans outstanding on such date is equal
to or less than the Multicurrency Sublimit on such date, together with interest
accrued to the date of such payment or prepayment on the principal so prepaid
and any amounts payable under Section 2.26 in connection therewith. Any
prepayment of Dollar Revolving Loans pursuant to clause (i) of the immediately
preceding sentence shall be applied to prepay any outstanding Swingline Loans.
The Borrower may in lieu of prepaying Multicurrency Loans in order to comply
with this paragraph deposit amounts in the relevant Foreign Currencies in a Cash
Collateral Account, for the benefit of the Multicurrency Lenders, equal to the
aggregate principal amount of Multicurrency Loans required to be prepaid. To the
extent that after giving effect to any prepayment of Loans required by this
paragraph, the Total Outstanding Extensions of Credit at such time exceed the
Total Commitments at such time, the Borrower shall, without notice or demand,
immediately deposit in a Cash Collateral Account, for the benefit of the
Lenders, upon


                                       38
<PAGE>





terms reasonably satisfactory to the Administrative Agent an amount equal to the
amount of such remaining excess. The Administrative Agent shall apply any cash
deposited in any Cash Collateral Account (to the extent thereof) to pay any
Reimbursement Obligations which are or become due thereafter and/or to repay
Multicurrency Loans at the end of the Interest Periods therefor, as the case may
be, provided that, (x) so long as no Event of Default has occurred and is
continuing, the Administrative Agent shall release to the Borrower from time to
time such portion of the amount on deposit in any Cash Collateral Account to the
extent such amount is not required to be so deposited in order for the Borrower
to be in compliance with this Section 2.17 and (y) the Administrative Agent may
so apply such cash at any time after the occurrence and during the continuation
of an Event of Default. "Cash Collateral Account" means an account specifically
established by the Borrower with the Administrative Agent for purposes of this
Section 2.17 and hereby pledged to the Administrative Agent and over which the
Administrative Agent shall have exclusive dominion and control, including the
right of withdrawal for application in accordance with this Section 2.17.

                  (b) If any prepayment occurs pursuant to this Section 2.17 on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to the Lenders such amounts, if any, as may be
required pursuant to Section 2.26.

                  2.18 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurocurrency Loans denominated in Dollars to
ABR Loans by giving the Administrative Agent irrevocable notice of such election
not later than 11:00 A.M., New York City time, one Business Day prior to the
date of conversion, provided that any such conversion of Eurocurrency Loans may
only be made on the last day of an Interest Period with respect thereto. The
Borrower may elect from time to time to convert its ABR Loans to Eurocurrency
Loans denominated in Dollars by giving the Administrative Agent irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor) not later than 11:00 A.M., New York City time, three
Business Days prior to the date of conversion, provided that no ABR Loan may be
converted into a Eurocurrency Loan when any Event of Default has occurred and is
continuing and the Administrative Agent or the Required Lenders have determined
in its or their sole discretion not to permit such conversions. Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

                  (b) Any Eurocurrency Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurocurrency Loan denominated in Dollars may be
continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required Lenders have determined in its or
their sole discretion not to permit such continuations, and provided, further,
that if the Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso any such Loans denominated in Dollars shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period
and, if the Borrower shall fail to give such notice of continuation of a
Multicurrency Loan, such Multicurrency Loan shall be automatically continued for
an Interest Period of one month. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.




                                       39
<PAGE>





                  2.19 Limitations on Eurocurrency Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurocurrency Loans and all selections of Interest Periods shall
be in such amounts and be made pursuant to such elections so that no more than
15 Eurocurrency Tranches shall be outstanding at any one time.

                  2.20 Interest Rates and Payment Dates. (a) Each Eurocurrency
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
day plus the Eurocurrency Applicable Margin.

                  (b) Each ABR Loan shall bear interest at a rate per annum
equal to the ABR in effect from time to time.

                  (c) Swingline Loans shall bear interest at (x) Bank of
America's cost of funds plus the Swingline Applicable Margin or, at the
Borrower's option, (y) the Eurocurrency Rate applicable to Eurocurrency Loans
having a 7 day Interest period, plus the Swingline Applicable Margin.

                  (d) Fixed Rate Loans shall bear interest at a rate per annum
equal to the fixed rate of interest offered by the Lender making such Fixed Rate
Loan and accepted by the Borrower pursuant to Section 2.3.

                  (e) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section 2.20 plus 2% or (y) in the case of Reimbursement Obligations,
the rate applicable to ABR Loans plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any facility fee or
other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to ABR Loans plus 2%
(unless such overdue amount is denominated in a Foreign Currency, in which case
such overdue amount shall bear interest of a rate per annum equal to the highest
rate then applicable under this Agreement to Multicurrency Loans denominated in
such Foreign Currency plus 2%), in each case, with respect to clauses (i) and
(ii) above, from the date of such non-payment until such amount is paid in full
(as well after as before judgment).

                  (f) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (e) of this
Section 2.20 shall be payable from time to time on demand.

                  2.21 Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to (i) ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed and (ii) Multicurrency Loans denominated in
Sterling, interest shall be calculated on the basis of a 365-day year for actual
days elapsed. The


                                       40
<PAGE>





Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of each determination of a Eurocurrency Rate. Any change in the
interest rate on a Loan resulting from a change in the ABR or the Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the
day on which such change becomes effective. The Administrative Agent shall as
soon as practicable notify the Borrower and the relevant Lenders of the
effective date and the amount of each such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the relevant Lenders in the absence
of manifest error. The Administrative Agent shall, at the request of the
Borrower, deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to Section
2.20(a).

                  2.22 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurocurrency Rate for such Interest Period,

                  (b) the Administrative Agent shall have received notice from
the Required Lenders or Required Multicurrency Lenders, as the case may be, that
the Eurocurrency Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to the relevant Lenders (as
conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period, or

                  (c) the Administrative Agent determines (which determination
shall be conclusive and binding upon the Borrower) that deposits in the
applicable currency are not generally available, or cannot be obtained by the
relevant Lenders, in the applicable market (any Foreign Currency affected by the
circumstances described in clause (a), (b) or (c) is referred to as an "Affected
Foreign Currency"),

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (y) pursuant to clause (a) or (b) of this Section 2.22 in
respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurocurrency
Loans denominated in Dollars requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (ii) any ABR Loans that were to have
been converted on the first day of such Interest Period to Eurocurrency Loans
denominated in Dollars shall be continued as ABR Loans and (iii) any outstanding
Eurocurrency Loans denominated in Dollars shall be converted, on the last day of
the then-current Interest Period, to ABR Loans and (z) in respect of any
Multicurrency Loans, then (i) any Multicurrency Loans in an Affected Foreign
Currency requested to be made on the first day of such Interest Period shall not
be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign
Currency shall be due and payable on the first day of such Interest Period.
Until such relevant notice has been withdrawn by the Administrative Agent, no
further Eurocurrency Loans denominated in Dollars or Multicurrency Loans in an
Affected Foreign Currency shall be made or continued as such, nor


                                       41
<PAGE>





shall the Borrower have the right to convert ABR Loans to Eurocurrency Loans
denominated in Dollars.

                  2.23 Pro Rata Treatment and Payments. (a) Subject to Section
2.31 (a) each borrowing by the Borrower of Dollar Revolving Loans from the
Lenders hereunder shall be made pro rata according to the respective Borrowing
Percentages of the relevant Lenders, (b) each payment by the Borrower on account
of any facility fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Revolving Percentages of the relevant
Lenders and (c) each borrowing by the Borrower of Multicurrency Loans from the
Multicurrency Lenders hereunder and any reduction of the Multicurrency
Subcommitments of the Multicurrency Lenders shall be made pro rata according to
the respective Multicurrency Percentages of the Multicurrency Lenders.

                  (b) Subject to Section 2.31, (a) each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Dollar Revolving Loans shall be made pro rata according to the respective
outstanding principal amounts of the Dollar Revolving Loans then held by the
Lenders and (b) each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Multicurrency Loans shall be made
pro rata according to the respective outstanding principal amounts of the
Multicurrency Loans then held by the Multicurrency Lenders.

                  (c) All payments (including prepayments) to be made by the
Borrower, whether on account of principal, interest, fees or otherwise, shall be
made without deduction for any defense, recoupment, setoff or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on the due date thereof
to the Administrative Agent, for the account of the relevant Lenders, at its
Funding Office, in Dollars (based on the Dollar Equivalent thereof in the case
of fees payable under Section 2.14(c) with respect to Letters of Credit
denominated in Foreign Currencies) and in immediately available funds (or, in
the case of principal or interest relating to Multicurrency Loans, prior to 3:00
P.M., London time, on the due date thereof to the Administrative Agent, for the
account of the Multicurrency Lenders, at its Funding Office, in the relevant
Foreign Currency and in immediately available funds). The Administrative Agent
shall distribute such payments to the relevant Lenders promptly upon receipt in
like funds as received. If any payment hereunder (other than payments on the
Eurocurrency Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day. If any
payment on a Eurocurrency Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

                  (d) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the


                                       42
<PAGE>





required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the Overnight Rate, for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days after such
Borrowing Date, the Administrative Agent shall also be entitled to recover (i)
in the case of amounts denominated in Dollars, such amount with interest thereon
at the rate per annum applicable to ABR Loans, on demand, from the Borrower or
(ii) in the case of amounts denominated in Foreign Currencies, such amount with
interest thereon at a rate determined by the Administrative Agent to be the cost
to it of funding such amount, on demand, from the Borrower.

                  (e) Unless the Administrative Agent shall have been notified
in writing by the Borrower prior to the date of any payment due to be made by
the Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the relevant Lenders
their respective pro rata shares of a corresponding amount. If such payment is
not made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each relevant Lender to which any amount which was made available
pursuant to the preceding sentence, such amount with interest thereon at the
rate per annum equal to the Overnight Rate. Nothing herein shall be deemed to
limit the rights of the Administrative Agent or any Lender against the Borrower.

                  (f) The obligations of the Lenders hereunder to make Loans, to
fund participations in Letters of Credit and Swingline Loans and to make
payments pursuant to Section 8.7 are several and not joint. The failure of any
Lender to make any Loan, to fund any such participation or to make any payment
under Section 8.7 on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loans,
to purchase its participation or to make its payment under Section 8.7.

                  2.24 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof

                                    (i) shall subject any Lender to any tax of
                  any kind whatsoever with respect to this Agreement, any Letter
                  of Credit, any Application or any Loan made by it, or change
                  the basis of taxation of payments to such Lender in respect
                  thereof (except for Non-Excluded Taxes covered by Section 2.25
                  and changes in the rate of tax on the overall net income of
                  such Lender);

                                    (ii) shall impose, modify or hold applicable
                  any reserve, special deposit, compulsory loan or similar
                  requirement against assets held by, deposits or other
                  liabilities in or for the account of, advances, loans or other
                  extensions of


                                       43
<PAGE>





                  credit by, or any other acquisition of funds by, any office of
                  such Lender that is not otherwise included in the
                  determination of the Eurocurrency Rate; or

                                    (iii) shall impose on such Lender any other
                  condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Loans or issuing or participating in Letters of
Credit, or to reduce any amount receivable hereunder in respect thereof, then,
in any such case, the Borrower shall promptly pay such Lender, upon its demand,
any additional amounts necessary to compensate such Lender for such increased
cost or reduced amount receivable. If any Lender becomes entitled to claim any
additional amounts pursuant to this paragraph, it shall promptly notify the
Borrower (with a copy to the Administrative Agent) of the event by reason of
which it has become so entitled.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction; provided that the Borrower shall not be required to
compensate a Lender pursuant to this paragraph for any amounts incurred more
than three months prior to the date that such Lender notifies the Borrower of
such Lender's intention to claim compensation therefor; and provided, further
that, if the circumstances giving rise to such claim have a retroactive effect,
then such three-month period shall be extended to include the period of such
retroactive effect.

                  (c) If any Governmental Authority of the jurisdiction of any
Foreign Currency (or any other jurisdiction in which the funding operations of
any Multicurrency Lender shall be conducted with respect to such Foreign
Currency) shall have in effect any reserve, liquid asset or similar requirement
with respect to any category of deposits or liabilities customarily used to fund
loans in such Foreign Currency, or by reference to which interest rates
applicable to loans in such Foreign Currency are determined, and the result of
such requirement shall be to increase the cost to such Multicurrency Lender of
making or maintaining any Multicurrency Loan in such Foreign Currency, and such
Multicurrency Lender shall deliver to the Borrower a notice requesting
compensation under this paragraph, then the Borrower will pay to such
Multicurrency Lender on each Interest Payment Date with respect to each affected
Multicurrency Loan an amount that will compensate such Multicurrency Lender for
such additional cost; provided, that the Borrower shall not be required to
compensate a Multicurrency Lender pursuant to this paragraph for any amounts
incurred more than three months prior to the date that such Multicurrency Lender
notifies the Borrower of such Multicurrency Lender's intention to claim


                                       44
<PAGE>

compensation therefor; and provided further that, if the circumstances giving
rise to such claim have a retroactive effect, then such three-month period shall
be extended to include the period of such retroactive effect.

                  (d) A certificate as to any additional amounts payable
pursuant to this Section 2.24 submitted by any Lender to the Borrower (with a
copy to the Administrative Agent) shall be conclusive in the absence of manifest
error. The obligations of the Borrower pursuant to this Section 2.24 shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

                  (e) Notwithstanding any other provision of this Agreement, if,
(i) (A) the adoption of any law, rule or regulation after the date of this
Agreement, (B) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (C) compliance by any Lender with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement, shall
make it unlawful for any such Multicurrency Lender to make or maintain any
Multicurrency Loan or to give effect to its obligations as contemplated hereby
with respect to any Multicurrency Loan, or (ii) there shall have occurred any
change in national or international financial, political or economic conditions
(including the imposition of or any change in exchange controls, but excluding
conditions otherwise covered by this Section 2.24) which would make it
impracticable for the Required Multicurrency Lenders to make or maintain
Multicurrency Loans denominated in the relevant currency after the date hereof
to, or for the account of, the Borrower, then, by written notice to the Borrower
and to the Administrative Agent:

                                    (i) such Multicurrency Lender or
                  Multicurrency Lenders may declare that Multicurrency Loans (in
                  the affected currency or currencies) will not thereafter (for
                  the duration of such unlawfulness) be made by such
                  Multicurrency Lender or Multicurrency Lenders hereunder (or be
                  continued for additional Interest Periods), whereupon any
                  request for a Multicurrency Loan (in the affected currency or
                  currencies) or to continue a Multicurrency Loan (in the
                  affected currency or currencies), as the case may be, for an
                  additional Interest Period) shall, as to such Multicurrency
                  Lender or Multicurrency Lenders only, be of no force and
                  effect, unless such declaration shall be subsequently
                  withdrawn; and

                                    (ii) such Multicurrency Lender may require
                  that all outstanding Multicurrency Loans (in the affected
                  currency or currencies), made by it be converted to ABR Loans
                  or Loans denominated in Dollars, as the case may be (unless
                  repaid by the Borrower), in which event all such Multicurrency
                  Loans (in the affected currency or currencies) shall be
                  converted to ABR Loans or Loans denominated in Dollars, as the
                  case may be, as of the effective date of such notice as
                  provided in paragraph (f) below and at the Exchange Rate on
                  the date of such conversion or, at the option of the Borrower,
                  repaid on the last day of the then current Interest Period
                  with respect thereto or, if earlier, the date on which the
                  applicable notice becomes effective.




                                       45
<PAGE>

In the event any Multicurrency 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 converted Multicurrency Loans of such Multicurrency
Lender shall instead be applied to repay the ABR Loans or Loans denominated in
Dollars, as the case may be, made by such Multicurrency Lender resulting from
such conversion.

                  (f) For purposes of Section 2.24(e), a notice to the Borrower
by any Multicurrency Lender shall be effective as to each Multicurrency Loan
made by such Multicurrency Lender, if lawful, on the last day of the Interest
Period currently applicable to such Multicurrency Loan; in all other cases such
notice shall be effective on the date of receipt thereof by the Borrower.

                  2.25 Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") or Other Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder,
the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section 2.25 or (ii) that are
United States withholding taxes imposed on amounts payable to such Lender at the
time such Lender becomes a party to this Agreement, except to the extent that
such Lender's assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from the Borrower with respect to such Non-Excluded
Taxes pursuant to this paragraph.

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

                  (c) Whenever any Non-Excluded Taxes or Other Taxes are payable
by the Borrower, as promptly as possible thereafter the Borrower shall send to
the Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the


                                       46
<PAGE>

Lenders for any incremental taxes, interest or penalties that may become payable
by the Administrative Agent or any Lender as a result of any such failure.

                  (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", an Exemption Certificate substantially in the
form of Exhibit E and a Form W-8BEN, or any subsequent versions thereof or
successors thereto, properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or a reduced rate of, U.S. federal withholding
tax on all payments by the Borrower under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Lender on or before
the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related
participation). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

                  (e) A Lender that is entitled to an exemption from or
reduction of non-U.S. 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 or reasonably requested by the Borrower, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender's judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

                  (f) The agreements in this Section 2.25 shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.26 Indemnity. The Borrower agrees to indemnify each Lender
for, and to hold each Lender harmless from, any loss or expense relating to
changes in interest rates that such Lender may sustain or incur as a consequence
of (a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurocurrency Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment of or conversion from
Eurocurrency Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a prepayment of
Eurocurrency Loans on a day that is not the last day of an Interest Period with
respect thereto. Such indemnification shall be exclusive of administrative costs
and expenses and may include an amount equal to the excess, if any, of (i)


                                       47
<PAGE>

the amount of interest that would have accrued on the amount so prepaid, or not
so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the applicable margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank Eurocurrency
market. A certificate as to any amounts payable pursuant to this Section 2.26
submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

                  2.27 Change of Lending Office. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.24 or
2.25(a) with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section 2.27 shall
affect or postpone any of the obligations of the Borrower or the rights of any
Lender pursuant to Section 2.24 or 2.25(a).

                  2.28 Replacement of Lenders. The Borrower shall be permitted
to replace any Lender that (a) requests reimbursement for amounts owing pursuant
to Section 2.24 or 2.25(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.27 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.24 or 2.25(a), (iv) the replacement financial
institution shall purchase, at par (unless the Lender being replaced otherwise
agrees in its discretion), all Loans and other amounts owing to such replaced
Lender on or prior to the date of replacement, (v) the Borrower shall be liable
to such replaced Lender under Section 2.26 if any Eurocurrency Loan owing to
such replaced Lender shall be purchased other than on the last day of the
Interest Period relating thereto, (vi) the replacement financial institution, if
not already a Lender, shall be reasonably satisfactory to the Administrative
Agent, (vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 9.6 (provided that the Borrower shall
be obligated to pay the registration and processing fee referred to therein),
(viii) until such time as such replacement shall be consummated, the Borrower
shall pay all additional amounts (if any) required pursuant to Section 2.24 or
2.25(a), as the case may be, and (ix) any such replacement shall not be deemed
to be a waiver of any rights that the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender.

                  2.29 Judgment Currency. (a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum owing hereunder in one
currency into another currency, each party hereto agrees, to the fullest extent
that it may effectively do so, that the rate of


                                       48
<PAGE>

exchange used shall be that at which, in accordance with normal banking
procedures in the relevant jurisdiction, the first currency could be purchased
with such other currency on the Business Day immediately preceding the day on
which final judgment is given.

                  (b) The obligations of the Borrower in respect of any sum due
to any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrower as a separate
obligation and notwithstanding any such judgment, agrees to indemnify the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this Section 2.29 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

                  2.30 Foreign Currency Exchange Rate. (a) No later than 1:00
P.M., New York City time, on each Calculation Date with respect to a Foreign
Currency, the Administrative Agent shall determine the Exchange Rate as of such
Calculation Date with respect to such Foreign Currency, provided that, upon
receipt of a borrowing request pursuant to Section 2.2(b)(ii), the
Administrative Agent shall determine the Exchange Rate with respect to the
relevant Foreign Currency on the related Calculation Date (it being acknowledged
and agreed that the Administrative Agent shall use such Exchange Rate for the
purposes of determining compliance with Section 2.1 with respect to such
borrowing request). The Exchange Rates so determined shall become effective on
the relevant Calculation Date (a "Reset Date"), shall remain effective until the
next succeeding Reset Date and shall for all purposes of this Agreement (other
than Section 2.9, 2.14(c), 2.24(e), 2.29 and any other provision requiring the
use of a current Exchange Rate) be the Exchange Rates employed in converting any
amounts between Dollars and Foreign Currencies.

                  (b) No later than 5:00 P.M., New York City time, on each Reset
Date, the Administrative Agent shall determine the aggregate amount of the
Dollar Equivalents of the principal amounts of the relevant Multicurrency Loans
then outstanding (after giving effect to any Multicurrency Loans to be made or
repaid on such date).

                  (c) The Administrative Agent shall promptly notify the
Borrower of each determination of an Exchange Rate hereunder.

                  2.31 Certain Borrowings of Dollar Revolving Loans and
Refunding of Multicurrency Loans. (a) If on any Borrowing Date on which the
Borrower has requested the Multicurrency Lenders to make Multicurrency Loans
(the "Requested Multicurrency Loans"), (i) the principal amount of the Requested
Multicurrency Loans to be made by any Multicurrency Lender exceeds the Available
Commitment of such Multicurrency Lender (before giving effect to the making and
payment of any Dollar Revolving Loans required to be made pursuant to this
Section 2.31 on such Borrowing Date), (ii) the Dollar Equivalent of the
principal amount of such


                                       49
<PAGE>

Requested Multicurrency Loans, when added to the Dollar Equivalent of the
outstanding principal amount of all other Multicurrency Loans, does not exceed
the Multicurrency Sublimit and (iii) the Dollar Equivalent of the amount of the
excess described in the foregoing clause (i) is less than or equal to the
Available Commitments of the Lenders (before giving effect to the making and
payment of any Loans pursuant to this Section 2.31 on such Borrowing Date), each
Lender (other than Multicurrency Lenders) shall make a Dollar Revolving Loan to
the Borrower on such Borrowing Date in accordance with the applicable provisions
hereof, and the proceeds of such Dollar Revolving Loans shall be simultaneously
applied to repay outstanding Dollar Revolving Loans of such Multicurrency
Lenders in each case in amounts such that, after giving effect to (1) such
borrowings and repayments and (2) the borrowing from such Multicurrency Lenders
of the Requested Multicurrency Loans, the excess described in the foregoing
clause (i) will be eliminated. To effect such borrowings and repayments, (x) not
later than 12:00 Noon, New York City time, on such Borrowing Date, the proceeds
of such Dollar Revolving Loans denominated in Dollars shall be made available by
each Lender (other than the Multicurrency Lenders) to the Administrative Agent
at the Funding Office in Dollars and in immediately available funds and the
Administrative Agent shall apply the proceeds of such Dollar Revolving Loans
toward repayment of outstanding Dollar Revolving Loans of such Multicurrency
Lenders and (y) concurrently with the repayment of such Dollar Revolving Loans
on such Borrowing Date, (I) such Multicurrency Lenders shall, in accordance with
the applicable provisions hereof, make the Requested Multicurrency Loans in an
aggregate amount equal to the amount so requested by the Borrower and (II) the
Borrower shall pay to the Administrative Agent for the account of the
Multicurrency Lenders whose Dollar Revolving Loans to such Borrower are repaid
on such Borrowing Date pursuant to this Section 2.31 all interest accrued on the
amounts repaid to the date of repayment, together with any amounts payable
pursuant to Section 2.26 in connection with such repayment.

                  (b) If any borrowing of Dollar Revolving Loans is required
pursuant to this Section 2.31, the Borrower shall notify the Administrative
Agent in the manner provided for Dollar Revolving Loans in Section 2.2(a),
except that the minimum borrowing amounts and threshold multiples in excess
thereof applicable to ABR Loans set forth in subsection 2.2(a) shall not be
applicable to the extent that such minimum borrowing amounts exceed the amounts
of Dollar Revolving Loans required to be made pursuant to this Section 2.31.

                  2.32 Evidence of Debt. The Loans and other extensions of
credit made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course
of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Loans
and other extensions of credit made by the Lenders to the Borrower and the
interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and
the accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error. If the Borrower issues a Note to a Lender (which
shall occur only upon the request by a Lender to the Borrower made through the
Administrative Agent), such Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans to such Borrower in addition to such accounts or


                                       50
<PAGE>

records. Each Lender may attach schedules to a Note and endorse thereon the
date, Type (if applicable), amount, currency and maturity of its Loans and
payments with respect thereto. In addition to the accounts and records referred
to above, each Lender and the Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales
by such Lender of participations in Letters of Credit and Swingline Loans. In
the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue or participate in the
Letters of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and each Lender that:

                  3.1 Financial Condition. The audited consolidated balance
sheets of the Borrower and its consolidated Subsidiaries as at June 30, 2002,
June 30, 2003 and June 30, 2004, and the related consolidated statements of
income and of cash flows for the fiscal years ended on such dates, reported on
by and accompanied by an unqualified report from PricewaterhouseCoopers LLP,
present fairly the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the respective fiscal years then
ended. All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein). No Group Member has any material
Guarantee Equivalents, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, except those (a) reflected in the most
recent financial statements referred to in this paragraph, (b) which were
incurred after June 30, 2004, in the case of the Borrower and its Subsidiaries
in the ordinary course of business and consistent with past practices, (c) that
are obligations (including transaction costs) in connection with this Agreement,
or (d) that, individually or in the aggregate, do not have a Material Adverse
Effect. During the period from June 30, 2004 to and including the date hereof,
there has been no Disposition by any Group Member of any business or property
that is material to the Borrower and its consolidated Subsidiaries, taken as a
whole.

                  3.2 No Change. Since June 30, 2004, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

                  3.3 Existence; Compliance with Law. Each Group Member (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, except, in the case of Group Members other
than the Borrower, where the failure to be so organized, validly existing and in
good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, (b) has the power and authority, and
the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged
except where the failure to have such power, authority and rights could not,
individually or in the aggregate, reasonably be expected to


                                       51
<PAGE>

have a Material Adverse Effect, (c) is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification, except for jurisdictions where the failure to be so qualified or
in good standing, individually or in the aggregate, do not have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  3.4 Power; Authorization; Enforceable Obligations. Each Loan
Party has the power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and, in the case of the
Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken
all necessary organizational action to authorize the execution, delivery and
performance of the Loan Documents to which it is a party and, in the case of the
Borrower, to authorize the extensions of credit on the terms and conditions of
this Agreement. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the extensions of credit hereunder or with the
execution, delivery, performance, validity or enforceability of this Agreement
or any of the Loan Documents. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  3.5 No Legal Bar. The execution, delivery and performance of
this Agreement and the other Loan Documents, the issuance of Letters of Credit,
the borrowings hereunder and the use of the proceeds thereof will not violate
any Requirement of Law or any Contractual Obligation of any Group Member and
will not result in, or require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation. No Requirement of Law or Contractual Obligation
applicable to the Borrower or any of its Subsidiaries would reasonably be
expected to have a Material Adverse Effect.

                  3.6 Litigation. No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrower, threatened by or against any Group Member or against
any of their respective properties or revenues (a) with respect to any of the
Loan Documents or any of the transactions contemplated hereby or thereby, or (b)
that would reasonably be expected to have a Material Adverse Effect.

                  3.7 No Default. No Group Member is in default under or with
respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

                  3.8 Ownership of Property, Liens. Each Group Member has title
in fee simple to, or a valid leasehold interest in, all its real property, and
good title to, or a valid leasehold interest in, all its other property, in each
case necessary and related to its operations, except for


                                       52
<PAGE>

such property where the failure to maintain such title or interest, individually
or in the aggregate, does not have a Material Adverse Effect, and none of such
property is subject to any Lien except as permitted by Section 6.3.

                  3.9 Intellectual Property. Each Group Member owns, or is
licensed to use, all Intellectual Property necessary for the conduct of its
business as currently conducted, except where such failure, individually or in
the aggregate, does not have a Material Adverse Effect. No material claim has
been asserted and is pending by any Person challenging or questioning the use of
any Intellectual Property or the validity or effectiveness of any Intellectual
Property, nor does the Borrower know of any valid basis for any such claim,
except where such claims, individually or in the aggregate, do not have a
Material Adverse Effect. The use of Intellectual Property by each Group Member
does not infringe on the rights of any Person in any material respect, except
where such infringement, individually or in the aggregate, does not have a
Material Adverse Effect.

                  3.10 Taxes. Each Group Member has filed or caused to be filed
all Federal, state and other material tax returns that are required to be filed
and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the relevant Group
Member) except where the failure to file such returns and pay such taxes, fees
and other charges, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect; to the knowledge of the Borrower, no
tax Lien has been filed, and no claim is being asserted, with respect to any
such tax, fee or other charge.

                  3.11 Federal Regulations. No part of the proceeds of any
Loans, and no other extensions of credit hereunder, will be used for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
or for any purpose that violates the provisions of the Regulations of the Board.
If requested by any Lender or the Administrative Agent, the Borrower will
furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

                  3.12 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, which
in any event, has resulted, or could reasonably be expected to result, in a
material liability. Each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code. No termination of a Single Employer
Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during
such five-year period, which in any event, has resulted, or could reasonably be
expected to result, in a material liability. The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the date
on which this representation is made or deemed made, exceed the value of the
assets of such Plan


                                       53
<PAGE>

allocable to such accrued benefits by a material amount. Neither the Borrower
nor any Commonly Controlled Entity has had a complete or partial withdrawal from
any Multiemployer Plan that has resulted or could reasonably be expected to
result in a material liability under ERISA, and, to the knowledge of the
Borrower, neither the Borrower nor any Commonly Controlled Entity would become
subject to any material liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent such that a material liability to the Borrower or a
Commonly Controlled Entity could reasonably be expected to result therefrom.

                  3.13 Investment Company Act; Other Regulations. No Loan Party
(a) is an "investment company", or a company "controlled" by an "investment
company", within the meaning of 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. No Loan Party is subject to
regulation under any Requirement of Law (other than Regulation X of the Board)
that limits its ability to incur Indebtedness.

                  3.14 Use of Proceeds. The proceeds of the Loans and the
Letters of Credit, shall be used (i) to refinance Indebtedness of the Borrower
under the Existing Credit Agreement and (ii) for general corporate purposes of
the Borrower and its Subsidiaries.

                  3.15 Environmental Matters. Except as disclosed on Schedule
3.15 or except as, in the aggregate, do not have a Material Adverse Effect:

                  (a) the facilities and properties owned, leased or operated by
any Group Member (the "Properties") do not contain, and have not previously
contained, any Materials of Environmental Concern in amounts or concentrations
or under circumstances that constitute or constituted a violation of, or could
give rise to liability under, any Environmental Law;

                  (b) no Group Member has received or is aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the business operated by any Group Member
(the "Business"), nor does the Borrower have knowledge or reason to believe that
any such notice will be received or is being threatened;

                  (c) Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location that could give rise to liability under, any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that could give rise to liability under, any applicable Environmental
Law;

                  (d) no judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other


                                       54
<PAGE>

orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business;

                  (e) there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of any Group Member in connection with the Properties
or otherwise in connection with the Business, in violation of or in amounts or
in a manner that could give rise to liability under Environmental Laws;

                  (f) the Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the Business; and

                  (g) no Group Member has assumed any liability of any other
Person under Environmental Laws.

                  3.16 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or written statement,
taken as a whole, furnished by or on behalf of any Loan Party to the
Administrative Agent or the Lenders (other than financial projections) for use
in connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such statement, information, document
or certificate was so furnished (or, in the case of the Confidential Information
Memorandum, as of the date of this Agreement), any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements contained herein or therein not misleading, in each case in light of
the circumstances under which such statements were made or information provided.
The projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by
management of the Borrower to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount.

                  3.17 Solvency. Each Loan Party is, and after giving effect to
the incurrence of all Indebtedness and obligations being incurred in connection
herewith will be and will continue to be, Solvent.

                  3.18 Insurance. The Borrower and each of its Subsidiaries
maintains with financially sound and reputable insurers (not related to or
affiliated with the Borrower or any of its Subsidiaries) insurance with respect
to its properties and business and against at least such liabilities, casualties
and contingencies and in at least such types and amounts as is customary in the
case of corporations engaged in the same or a similar business or having similar
properties similarly situated.

                  3.19 Subsidiaries. Except as disclosed to the Administrative
Agent by the Borrower in writing from time to time after the Closing Date, (a)
Schedule 3.19 sets forth the


                                       55
<PAGE>

name and jurisdiction of incorporation of each Subsidiary and, as to each such
Subsidiary, the percentage of each class of Capital Stock owned by any Loan
Party and (b) there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to
employees or directors and directors' qualifying shares) of any nature relating
to any Capital Stock of any Subsidiary, except as created by the Loan Documents.

                  3.20 Foreign Asset Control Regulation, Etc. Neither the
Borrower nor any of its Subsidiaries is an entity on the "Specially Designated
Nationals and Blocked Persons" list maintained by the Office of Foreign Assets
Control of the United States Treasury Department.

                         SECTION 4. CONDITIONS PRECEDENT

                  4.1 Conditions to Initial Extension of Credit. The agreement
of each Lender to make the initial extension of credit requested to be made by
it to the Borrower is subject to the satisfaction, prior to or concurrently with
the making of such extension of credit on the Closing Date, of the following
conditions precedent:

                  (a) Credit Agreement. The Administrative Agent shall have
received this Agreement, executed and delivered by the Administrative Agent, the
Borrower and each Person listed on Schedule 1.1.

                  (b) Financial Statements. The Lenders shall have received the
consolidated financial statements of the Borrower and its consolidated
Subsidiaries described in Section 3.1.

                  (c) Fees and Expenses. The Lenders, the Administrative Agent
and the Book Manager shall have received all fees required to be paid, and all
expenses for which invoices have been presented (including the reasonable fees
and expenses of legal counsel), on or before the Closing Date.

                  (d) Closing Certificate, Certified Certificate of
Incorporation: Good Standing Certificates. The Administrative Agent shall have
received (i) a certificate of each Loan Party, dated the Closing Date,
substantially in the form of Exhibit B, with appropriate insertions and
attachments, including the certificate of incorporation of each Loan Party (or
equivalent documentation) certified by the relevant authority of the
jurisdiction of organization of such Loan Party, and (ii) a long form good
standing certificate for each Loan Party from its jurisdiction of organization.

                  (e) Legal Opinions. The Administrative Agent shall have
received the legal opinion of Buchanan Ingersoll Professional Corporation,
counsel to the Borrower and the Subsidiary Guarantors, substantially in the form
of Exhibit D. Such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

                  (f) Existing Credit Agreement. All amounts outstanding under
the Existing Credit Agreement shall have been paid in full, all commitments
thereunder of lenders who are not parties to this Agreement shall have been
terminated and all commitments thereunder of the Lenders party to this Agreement
shall be evidenced only by this Agreement.




                                       56
<PAGE>

                  (g) Guarantee. The Administrative Agent shall have received
the Guarantee, executed and delivered by each Subsidiary Guarantor.

         Without limiting the generality of the provisions of Section 8.4, for
purposes of determining compliance with the conditions specified in this Section
4.1, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

                  4.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it to the
Borrower on any date (including its initial extension of credit) is subject to
the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct on and as of such date as if made on and as
of such date.

                  (b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the extensions
of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 4.2 have been satisfied.

                        SECTION 5. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder, the
Borrower shall and shall cause each of its Subsidiaries to:

                  5.1 Financial Statements. Furnish to the Administrative Agent
and each Lender:

                  (a) as soon as available, but in any event within 100 days
after the end of each fiscal year of the Borrower, a copy of the audited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at the end of such year and the related audited consolidated statements of
income and of cash flows and changes in stockholders' equity of the Borrower and
its consolidated Subsidiaries for such fiscal year for such year, setting forth
in each case in comparative form the figures for the previous year, reported on
without a "going concern" or like qualification or exception, or qualification
arising out of the scope of the audit, by PricewaterhouseCoopers LLC or other
independent certified public accountants of nationally recognized standing; and

                  (b) as soon as available, but in any event not later than 55
days after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited


                                       57
<PAGE>

consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at the end of such quarter and the related unaudited consolidated statements of
income and of cash flows for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in comparative form
the figures for the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit
adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein). In lieu of furnishing the Administrative Agent and the
Lenders the items referred to in clauses (a) and (b) above, the Borrower may
make such items available on the internet at www.Kennametal.com or by similar
electronic means.

                  5.2 Certificates; Other Information. Furnish to the
Administrative Agent and each Lender (or, in the case of clause (d), to the
relevant Lender):

                  (a) concurrently with the delivery of the financial statements
referred to in Section 5.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default, except as specified in such certificate;

                  (b) concurrently with the delivery of any financial statements
pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating
that, to the best of each such Responsible Officer's knowledge, no Default or
Event of Default has occurred, except as specified in such certificate and (ii)
in the case of quarterly or annual financial statements, a Compliance
Certificate containing all information and calculations necessary for
determining compliance by each Group Member with the provisions of Section 6.1
as of the last day of the fiscal quarter or fiscal year of the Borrower, as the
case may be (including, without limitation, any reconciliations required in
connection with any changes in generally accepted accounting principles,
subsequent to the Closing Date);

                  (c) within five days after the same are sent, copies of all
financial statements and reports that the Borrower sends to the holders of any
class of its debt securities or public equity securities and, within five days
after the same are filed, copies of all financial statements and reports that
the Borrower may make to, or file with, the SEC; and

                  (d) promptly, such additional financial and other information
as the Administrative Agent or any Lender may from time to time reasonably
request.

In lieu of furnishing the Administrative Agent and the Lenders the items
referred to in clause (c) above, the Borrower may make such items available on
the internet at www.Kennametal.com or by similar electronic means; provided,
that the Borrower shall promptly provide written or electronic notice to the
Administrative Agent and each Lender when statements and reports subject to
clause (c) above are made available via www.Kennametal.com or such other
electronic means.




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<PAGE>

         The Borrower hereby acknowledges that the Administrative Agent and/or
the Co-Arrangers will make available to the Lenders and the Issuing Lenders
materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system approved by the Borrower (the
"Platform"). Each Lender and Issuing Lender hereby agrees and acknowledges that
the Administrative Agent and/or the Co-Arrangers may make available to such
Lender or such Issuing Lender the Borrower Materials on the Platform.

                  5.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the relevant Group Member or where such failure to pay,
discharge or otherwise satisfy would not have a Material Adverse Effect.

                  5.4 Maintenance of Existence; Compliance. (a) (i) Preserve,
renew and keep in full force and effect its organizational existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 6.4 and except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (b) comply with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  5.5 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition in all
material respects, ordinary wear and tear excepted and (b) maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption) as
are usually insured against in the same general area by companies engaged in the
same or a similar business.

                  5.6 Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made in all
material respects of all dealings and transactions in relation to its business
and activities, and (b) following reasonable prior written notice to the
Borrower, permit representatives of any Lender to visit and inspect any of its
properties and examine and make abstracts from any of its books and records at
any reasonable time (it being understood that, so long as no Event of Default or
Default has occurred and is continuing, such times shall be during normal
business hours) and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the Group
Members with officers and employees of the Group Members and with their
independent certified public accountants.

                  5.7 Notices. Promptly give notice to the Administrative Agent
and each Lender of:

                  (a) the occurrence of any Default or Event of Default;




                                       59
<PAGE>

                  (b) any (i) default or event of default under any Contractual
Obligation of any Group Member or (ii) litigation, investigation or proceeding
that may exist at any time between any Group Member and any Governmental
Authority, that in either case, if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect;

                  (c) any litigation or proceeding affecting any Group Member
(i) which, if adversely decided, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, (ii) in which any
material injunctive or similar relief is sought or (iii) which relates to any
Loan Document;

                  (d) the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence of any Reportable Event with respect to any Plan, a failure to make
any required contribution to a Plan, the creation of any Lien in favor of the
PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or
the taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination, Reorganization or Insolvency of, any Plan; and

                  (e) any development or event that has had or could reasonably
be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

                  5.8 ERISA. (a) Make, or cause its Subsidiaries and Commonly
Controlled Entities to make, contributions to each Plan when due in accordance
with the minimum funding requirements under ERISA and the Code applicable to
such Plan and pay any required PBGC premiums as and when due for such Plan, (b)
make, or cause its Subsidiaries and Commonly Controlled Entities to make
contributions required to be made by it, or any of them, to each Multiemployer
Plan, if any, when due in accordance with its, or any of their, obligations
under any collective bargaining agreement related to such Multiemployer Plan or
participation agreements applicable to such Multiemployer Plan, except those
contributions the requirement of which are reasonably being contested by a
Commonly Controlled Entity; provided that failure to make such contested
contributions is not a violation of applicable Law and does not present a
material risk of resulting in liability (contingent or other) to the Borrower or
any of its Subsidiaries and (c) make, or cause its Subsidiaries to make, any
required contributions to any arrangements for providing retirement and/or death
benefits when due, in accordance with the terms of the arrangement and any
minimum funding requirements which are applicable to the arrangement from time
to time, where a failure to make, or cause to be made, the contributions
described in (a), (b) and or (c) could, alone or in the aggregate, reasonably be
expected to result in a material liability.

                  5.9 Continuation of or Change in Business. (a) Not engage in
any business if, as a result, the general nature of the business, on a
consolidated basis, which would then be


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<PAGE>

engaged in by the Borrower and its Subsidiaries would be substantially and
significantly changed from the general nature of the business engaged in by the
Borrower and its Subsidiaries on a consolidated basis on the date hereof, or
such business is not reasonably related to the business of the Borrower and its
Subsidiaries on a consolidated basis on the date hereof; and (b) with respect to
the Loan Parties taken as a whole, continue to operate as an operating company
in substantially the manner at the date hereof, and not transfer to any Person
which is not a Loan Party, in any transaction or set of related transactions,
any material portion of the Loan Parties' operating assets.

                  5.10 Further Assurances. Cause each Person which is or becomes
a Significant Subsidiary (other than a Foreign Subsidiary) to become a
Subsidiary Guarantor as promptly as practicable after (but in any event within
10 days after the date that financial statements are delivered pursuant to
Section 5.1 which evidence that such Subsidiary is a Significant Subsidiary) the
date such Person first satisfies the criteria in the definition of "Significant
Subsidiary", by causing such Subsidiary to execute and deliver to the
Administrative Agent a supplement to the Guarantee, together with (i) an opinion
of counsel (including in-house counsel) for such Subsidiary covering such
matters relating to such supplement to the Guarantee as the Administrative Agent
may reasonably request, and (ii) all documents which the Administrative Agent
may reasonably request relating to the existence of such Subsidiary, the
corporate authority for and the validity of such supplement to the Guarantee,
and any other matters reasonably determined by the Administrative Agent to be
relevant thereto, all in form and substance reasonably satisfactory to the
Administrative Agent.

                          SECTION 6. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder, the
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:

                  6.1 Financial Condition Covenants.

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower to exceed 3.00 to 1.00.

                  (b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower to be less than 3.50 to 1.00.

                  6.2 Indebtedness. Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:

                  (a) Indebtedness of any Loan Party pursuant to any Loan
Document;

                  (b) subject to Section 6.11, Indebtedness of the Borrower to
any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary;




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<PAGE>

                  (c) Guarantee Equivalents incurred in the ordinary course of
business by the Borrower or any of its Subsidiaries of obligations (other than
Indebtedness) of the Borrower or any Subsidiary;

                  (d) Indebtedness outstanding on the date hereof and listed on
Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof
(without increasing, or shortening the maturity of, the principal amount
thereof);

                  (e) Indebtedness of the Borrower or its Subsidiaries
constituting (i) Capital Lease Obligations, (ii) Indebtedness secured by
purchase money Liens described in Section 6.3(g), or (iii) Indebtedness
described in Section 6.3(f); provided, that the aggregate principal amount of
outstanding Indebtedness described in this Section 6.2(e) shall not exceed
$75,000,000 (or the equivalent in any currency) at any time;

                  (f) Reserved;

                  (g) other unsecured Indebtedness for borrowed money of the
Borrower (and not of any Subsidiary) incurred by the Borrower after the Closing
Date; and

                  (h) additional Indebtedness of the Borrower or any of its
Subsidiaries; provided, that the aggregate principal amount (for the Borrower
and all Subsidiaries) of such Indebtedness, together with the aggregate
outstanding principal amount of Attributable Debt in respect of Qualified
Receivables Transactions, shall not exceed $350,000,000 at any one time
outstanding.

                  6.3 Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except for
the following (collectively, "Permitted Liens"):

                  (a) Liens for taxes not yet due or that are being contested in
good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its Subsidiaries,
as the case may be, in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days or that are being contested in
good faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation;

                  (d) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

                  (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business that, in the aggregate,
are not substantial in amount and that do not in any case materially detract
from the value of the property subject thereto or


                                       62
<PAGE>

materially interfere with the ordinary conduct of the business of the Borrower
or any of its Subsidiaries;

                  (f) Liens in existence on the date hereof listed on Schedule
6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such
Lien is spread to cover any additional property after the Closing Date and that
the amount of Indebtedness secured thereby is not increased;

                  (g) Liens securing Indebtedness of the Borrower or any of its
Subsidiaries incurred pursuant to Section 6.2(e) to finance the acquisition of
fixed or capital assets, provided that (i) such Liens shall be created
substantially simultaneously with the acquisition of such fixed or capital
assets, (ii) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and (iii) the amount of Indebtedness
secured thereby is not increased;

                  (h) any interest or title of a lessor under any lease entered
into by the Borrower or any of its Subsidiaries in the ordinary course of its
business and covering only the assets so leased;

                  (i) judgment liens fully bonded or stayed pending appeal and
not constituting an Event of Default under Section 7(h); provided, that such
liens are released or discharged within 90 days after the entry thereof;

                  (j) Liens in favor of the United States government which arise
in the ordinary course of business resulting from progress payments or partial
payments under United States government contracts or subcontracts thereunder;

                  (k) Liens on Margin Stock, if and to the extent that the value
of such Margin Stock exceeds 25% of the total assets of the Borrower and its
Subsidiaries subject to this Section 6.3;

                  (l) Liens on assets transferred to a Receivable Entity or on
assets of a Receivables Entity, in either case incurred in connection with a
Qualified Receivables Transaction;

                  (m) Liens consisting of (x) set-off rights or other similar
rights in favor of banking institutions securing fees due by a Borrower or its
Subsidiaries in the ordinary course in connection with deposit and other bank
accounts held at such banking institution, which fees are within the general
parameters customary in the banking industry and (y) any set-off or similar
rights granted to any of the Lenders hereunder or pursuant to any of the Loan
Documents; and

                  (n) Liens not otherwise permitted by this Section 6.3 so long
as neither (i) the aggregate outstanding principal amount of the obligations
secured thereby nor (ii) the aggregate fair market value (determined as of the
date such Lien is incurred) of the assets subject thereto exceeds (as to the
Borrower and all Subsidiaries) $50,000,000 at any one time.

                  6.4 Fundamental Changes. The Borrower shall not, and shall not
permit any Subsidiary which is a Loan Party to, directly or indirectly, merge
with or into or consolidate with


                                       63
<PAGE>

any other Person, or agree, become or remain liable (contingently or otherwise)
to do any of the foregoing, except for the following: (a) the Borrower may merge
with another Person so long as the Borrower is the surviving corporation, (b) a
Subsidiary which is a Loan Party may merge with the Borrower or another Loan
Party, or may merge with another Person so long as such Subsidiary is the
surviving corporation or such other Person becomes a Subsidiary and a party to
the Guarantee and (c) the Borrower and its Subsidiaries may make Dispositions
permitted pursuant to Section 6.10; provided, that with respect to clause (a)
and (b) above, (i) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (ii) the Borrower shall be in compliance
with the covenants set forth in Section 6.1 as of the last day of the
immediately preceding fiscal quarter for which financial statements have been
delivered pursuant to Section 5.1 after giving effect, on a pro forma basis, to
such merger or consolidation as if it had occurred on such last day or the first
day of the relevant period, as appropriate, and (iii) the Borrower shall have
delivered to the Administrative Agent at least ten Business Days prior to any
such merger or consolidation a certificate of a Responsible Officer certifying
the satisfaction of the foregoing conditions and setting forth in reasonable
detail the calculations necessary to determine compliance with clause (ii)
above.

                  6.5 Transactions with Affiliates. Except as set forth on
Schedule 6.5, enter into any transaction, including any purchase, sale, lease or
exchange of property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the
Borrower or any Subsidiary) unless such transaction is (a) otherwise permitted
under this Agreement and (b) upon fair and reasonable terms no less favorable to
the relevant Group Member than it would obtain in a comparable arm's length
transaction with a Person that is not an Affiliate.

                  6.6 Reserved.

                  6.7 Clauses Restricting Subsidiary Distributions. Enter into
or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments
in respect of any Capital Stock of such Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b)
make loans or advances to, or other Investments in, the Borrower or any other
Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or
any other Subsidiary of the Borrower, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
Disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary, (iii) restrictions contained in agreements governing Indebtedness of
a Foreign Subsidiary permitted under Section 6.2(h) (provided, that (x) such
restriction applies only to such Foreign Subsidiary and its Subsidiaries and (y)
at no time shall the aggregate outstanding principal amount of such Indebtedness
exceed $50,000,000), (iv) restrictions on property subject to a Permitted Lien
in favor of the holder of such Lien, (v) restrictions contained in any
Indebtedness or contractual requirements incurred with respect to a Qualified
Receivables Transaction relating exclusively to a Receivables Entity that, in
the good faith determination of the board of directors or senior management of
the Borrower, are necessary to effect such Qualified Receivables Transaction,
and (vi) the rights of shareholders of Subsidiaries (other than the Borrower and
its Subsidiaries) to receive dividends in respect of the Capital Stock of such


                                       64
<PAGE>

Subsidiaries owned by such shareholders and other rights of such shareholders
arising by operation of law.

                  6.8 Amendment of Credit Documentation. Enter into, or permit
any of its Subsidiaries to enter into, become or remain subject to any agreement
or instrument to which the Borrower or such Subsidiary is a party or by which
any of them or any of their respective properties (now owned or hereafter
acquired) may be subject or bound that would prohibit or require the consent of
any Person to any amendment, modification or supplement to any of the Loan
Documents, except for the Loan Documents.

                  6.9 Off-Balance Sheet Financings. Enter into, or permit any of
its Subsidiaries to enter into, any arrangements (other than a Qualified
Receivables Transaction permitted under Section 6.10(d)) to finance any
Indebtedness of any Person (other than the Borrower and its consolidated
Subsidiaries) (a) which was incurred by the Borrower or any of its Subsidiaries
or guaranteed by the Borrower or any of its Subsidiaries at any time or the
proceeds of which are or were transferred to or used by the Borrower or any of
its Subsidiaries and (b) the payments in respect of which are intended to be
financed with the proceeds of payments made to such Person by the Borrower or
any of its consolidated Subsidiaries or any Indebtedness or Capital Stock issued
by the Borrower or any such Subsidiary in an aggregate principal amount in
excess of $50,000,000 at any time outstanding.

                  6.10 Disposition of Property. Dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person,
except:

                  (a) the Disposition of obsolete or worn out property in the
ordinary course of business;

                  (b) the sale of inventory in the ordinary course of business;

                  (c) subject to Section 6.11, the sale or issuance of any
Subsidiary's Capital Stock or assets to the Borrower or any other Subsidiary;

                  (d) sales of accounts receivable and related assets or an
interest therein of the type specified in the definition of "Qualified
Receivables Transaction" made in connection with a Qualified Receivables
Transaction; provided, that, notwithstanding anything herein to the contrary, in
no event shall (i) the aggregate outstanding principal amount of Attributable
Debt in respect of Qualified Receivables Transactions of the Borrower and its
Domestic Subsidiaries be greater than $150,000,000 in the aggregate at any one
time or (ii) the aggregate outstanding principal amount of Attributable Debt in
respect of Qualified Receivables Transactions of Foreign Subsidiaries be greater
than $75,000,000 in the aggregate at any one time;

                  (e) as set forth on Schedule 6.10; and

                  (f) the Disposition of other property having a fair market
value not to exceed 15% of Consolidated Tangible Assets in the aggregate for any
fiscal year of the Borrower;

provided that, so long as no Default or Event of Default has occurred and is
continuing, the


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Administrative Agent and the Lenders shall release each Subsidiary Guarantor
from its obligations under the Guarantee in connection with any Disposition by
the Borrower or any of its Subsidiaries of such Subsidiary Guarantor permitted
pursuant to this Section 6.10.

                  6.11 Investments. Make any advance, loan, extension of credit
(by way of Guarantee Equivalent or otherwise) or capital contribution to, or
purchase any Capital Stock, bonds, notes, debentures or other debt securities
of, or any assets constituting a business unit of, or make any other investment
in, any Person (all of the foregoing, "Investments"), except:

                  (a) extensions of trade credit in the ordinary course of
business;

                  (b) investments in Cash Equivalents;

                  (c) Guarantee Equivalents permitted by Section 6.2;

                  (d) (x) acquisitions of the assets of another Person or
acquisitions of the Capital Stock of Persons, or (y) Investments by the Borrower
or any of its Subsidiaries; provided that (i) at the time of any such
acquisition or Investment and after giving effect thereto, no Default or Event
of Default has occurred and is continuing, (ii) the Borrower has demonstrated,
on a pro forma basis, compliance with the Consolidated Leverage Ratio and the
Consolidated Interest Coverage Ratio set forth in Section 6.1 after giving
effect to such acquisition or Investment and (iii) at the time of such
acquisition or Investment and after giving effect thereto, the total assets
(determined in accordance with GAAP and without duplication) of the Borrower and
the Subsidiary Guarantors shall not be less than $850,000,000 (the "Obligor
Asset Threshold"); provided, however, that at any time during the term of this
Agreement that the Obligor Asset Threshold is not satisfied, the aggregate
amount of all such acquisitions and Investments in any Person who is not the
Borrower or a Subsidiary Guarantor shall not exceed (x) $250,000,000 during all
such periods in any fiscal year of the Borrower and (y) $750,000,000 during all
such periods in the aggregate over the term of this Agreement.

                  (e) intercompany Investments (x) by the Borrower or any
Subsidiary Guarantor in the Borrower or any other Subsidiary Guarantor or (y) by
a Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;

                  (f) Reserved;

                  (g) Reserved; and

                  (h) Investments by the Borrower or a Subsidiary in a
Receivables Entity or any Investment by a Receivables Entity in any other
Person, in each case, in connection with a Qualified Receivables Transaction,
provided, however, that any Investment in any such Person is in the form of an
equity interest or interests in accounts receivable and related assets generated
by the Borrower or a Subsidiary and transferred to any Person in connection with
a Qualified Receivables Transaction or any such Person owning such accounts
receivable.

                          SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:




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                  (a) the Borrower shall fail to pay any principal of any Loan
or Reimbursement Obligation when due in accordance with the terms hereof; or the
Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation,
or any other amount payable hereunder or under any other Loan Document, within
five Business Days after any such interest or other amount becomes due in
accordance with the terms hereof; or

                  (b) any representation or warranty made or deemed made by any
Loan Party herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made; or

                  (c) any Loan Party shall default in the observance or
performance of any agreement contained in clause (i) or (ii) of Section 5.4(a)
(with respect to the Borrower only), Section 5.7(a) (only with respect to an
Event of Default) or Section 6 of this Agreement; or

                  (d) any Loan Party shall default in the observance or
performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (c) of this Section),
and such default shall continue unremedied for a period of 30 days after notice
to the Borrower from the Administrative Agent or the Required Lenders; or

                  (e) any Group Member shall (i) default in making any payment
of any principal of any Indebtedness (including any Guarantee Equivalent, but
excluding the Loans) on the scheduled or original due date with respect thereto;
or (ii) default in making any payment of any interest on any such Indebtedness
beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness was created; or (iii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of
such holder or beneficiary) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or (in the case of
any such Indebtedness constituting a Guarantee Equivalent) to become payable;
provided, that a default, event or condition described in clause (i), (ii) or
(iii) of this paragraph (e) shall not at any time constitute an Event of Default
unless, at such time, one or more defaults, events or conditions of the type
described in clauses (i), (ii) and (iii) of this paragraph (e) shall have
occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $50,000,000; or

                  (f) (i) any Group Member (other than an Immaterial Subsidiary)
shall commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all


                                       67
<PAGE>

or any substantial part of its assets, or any Group Member (other than an
Immaterial Subsidiary) shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against any Group Member (other than
an Immaterial Subsidiary) any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against any Group Member (other than an Immaterial Subsidiary) any
case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets that results in the entry of an order for any such relief that shall
not have been vacated, discharged, or stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) any Group Member (other than an Immaterial
Subsidiary) shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) any Group Member (other than an Immaterial
Subsidiary) shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; provided, that
notwithstanding anything to the contrary contained in this Section 7(f), it
shall be an Event of Default if Immaterial Subsidiaries that collectively have
assets with a total book value or fair market value of more than $20,000,000 are
subject to the events described in clause (i), (ii), (iii), (iv) or (v) above;
or

                  (g) (i) any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any
Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Lenders,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) any Group Member or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (i) through (vi) above, such
event or condition, together with all other such events or conditions, if any,
could, in the sole judgment of the Required Lenders, reasonably be expected to
have a Material Adverse Effect; or

                  (h) one or more judgments or decrees shall be entered against
any Group Member involving in the aggregate a liability (not paid or fully
covered by insurance as to which the relevant insurance company has acknowledged
coverage) of $25,000,000 or more, and all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within 30 days
from the entry thereof; or

                  (i) the guarantee of any Subsidiary Guarantor (other than
Subsidiary Guarantors which (a) are designated by the Borrower as a Significant
Subsidiary under clause (c) of the definition of "Significant Subsidiary" and
(b) would not be a Significant Subsidiary absent such designation) contained in
the Guarantee shall cease, for any reason, to be in full force and effect
(except (x) to the extent that such Subsidiary Guarantor is merged into the
Borrower or


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<PAGE>

another Subsidiary Guarantor or (y) such Subsidiary Guarantor is sold or
otherwise disposed of in a transaction permitted by Section 6.10) or any Loan
Party shall so assert, or any action at law, suit or in equity or other legal
proceeding to cancel, revoke or rescind any of the Loan Documents, shall be
commenced by the Borrower or any of its Subsidiaries party thereto, or any court
or any other governmental or regulatory authority or agency of competent
jurisdiction shall make a determination that, or issue a judgment, order, decree
or ruling to the effect that, any one or more of the Loan Documents is illegal,
invalid or unenforceable in accordance with the terms thereof; or

                  (j) (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) shall become, or obtain rights (whether by means or warrants,
options or otherwise) to 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 30% of the outstanding common stock of the Borrower; or (ii) the board of
directors of the Borrower shall cease to consist of a majority of Continuing
Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable. With respect to all
Letters of Credit with respect to which presentment for honor shall not have
occurred at the time of an acceleration pursuant to this paragraph, the Borrower
shall at such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit. Amounts held in such cash collateral account
shall be applied by the Administrative Agent to the payment of drafts drawn
under such Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay other obligations of the Borrower hereunder and under the other
Loan Documents. After all such Letters of Credit shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied and
all other obligations of the Borrower hereunder and under the other Loan
Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower (or such other Person as
may be lawfully entitled thereto). Except as expressly provided above in this
Section 7, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.





                                       69
<PAGE>


                              SECTION 8. THE AGENTS

                  8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

                  8.2 Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through any Related Parties, agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys in-fact selected by it with reasonable care.

                  8.3 Exculpatory Provisions. (a) Neither any Agent, the Book
Manager or any Co-Arrangers nor any of their respective Related Parties shall be
(i) subject to any fiduciary or other implied duties, regardless of whether a
Default or Event of Default has occurred and is continuing, (ii) liable for the
failure to disclose, any information relating to any of the Borrower or any of
their respective Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity,
(iii) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross negligence or willful misconduct) or (iv)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents, the Book Manager or the Co-Arrangers under or in connection with,
this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to
perform its obligations hereunder or thereunder. The Agents shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.

                  (b) For the purposes of determining compliance with the
conditions set forth in Section 4.1, each Lender that has executed this Credit
Agreement shall be deemed to have consented to, approved or accepted, or to be
satisfied with, each document and matter either sent, or made available, by the
Administrative Agent to such Lender for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or


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<PAGE>

satisfactory to such Lender, unless an officer of the Administrative Agent
active upon the Borrower's account shall have received notice from such Lender
prior to the Closing Date specifying such Lender's objection thereto and such
objection shall not have been withdrawn by notice to the Administrative Agent to
such effect on or prior to the Closing Date.

                  8.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Borrower or its
Subsidiaries), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement and the other Loan Documents in accordance with a request
of the Required Lenders (or, if so specified by this Agreement, all Lenders),
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Loans.

                  8.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

                  8.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents, the Book Manager or the
Co-Arrangers nor any of their respective Related Parties have made any
representations or warranties to it and that no act by any Agent, the Book
Manager or any Co-Arrangers hereafter taken, including any review of the affairs
of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute
any representation or warranty by any Agent, the Book Manager or any
Co-Arrangers to any Lender. Each Lender represents to the Agents, the Book
Manager and the Co-Arrangers that it has, independently and without reliance
upon any Agent, the Book Manager or any Co-Arranger or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and


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<PAGE>

other condition and creditworthiness of the Loan Parties and their affiliates
and made its own decision to make its Loans hereunder and enter into this
Agreement. Each Lender also represents that it will, independently and without
reliance upon any Agent, the Book Manager or any Co-Arranger 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 analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party that may come into the possession of the Administrative Agent or
any of its Related Parties.

                  8.7 Indemnification. The Lenders agree to indemnify each
Agent, the Book Manager and each Co-Arranger in its capacity as such (to the
extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so), ratably according to their respective Revolving Percentages
in effect on the date on which indemnification is sought under this Section 8.7
(or, if indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Revolving Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent, the Book
Manager or such Co-Arranger in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent, the
Book Manager or such Co-Arranger under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's, Book Manager's or such Co-Arranger's gross negligence or
willful misconduct. The agreements in this Section 8.7 shall survive the payment
of the Loans and all other amounts payable hereunder.

                  8.8 Agent in Its Individual Capacity. Each Agent, the Book
Manager, each Co-Arranger and their respective affiliates may make loans to,
accept deposits from and generally engage in any kind of business with any Loan
Party as though such Agent, Book Manager or Co-Arranger were not an Agent, Book
Manager or Co-Arranger. With respect to its Loans made or renewed by it and with
respect to any Letter of Credit issued or participated in by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include each Agent in its
individual capacity.

                  8.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 10 days' notice to the Lenders and the
Borrower. If the


                                       72
<PAGE>

Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall
(unless an Event of Default under Section 7(a) or Section 7(f) with respect to
the Borrower shall have occurred and be continuing) be subject to approval by
the Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 10 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective, and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this Section 8 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.

         Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as an Issuing Lender and the
Swingline Lender. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and
Swingline Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor
Issuing Lender shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other
arrangement satisfactory to the retiring Issuing Lender to effectively assume
the obligations of the retiring Issuing Lender with respect to such Letters of
Credit.

                  8.10 Co-Syndication Agents; Co-Documentation Agents;
Co-Arranger and Book Manager. No Co-Syndication Agent, Co-Documentation Agent,
Co-Arranger, or Book Manager shall have any duties or responsibilities hereunder
in its capacity as such.

                  8.11 Release of Guarantors. Each Lender hereby authorizes the
Administrative Agent to enter into any agreement or execute any document
evidencing the release of any Subsidiary Guarantor from its obligations under
this Agreement and the other Loan Documents if such Person ceases to be a
Subsidiary as a result of a transactions permitted hereunder. Upon request by
the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent's authority to release any Subsidiary Guarantor
from its obligations under the Guaranty pursuant to this Section 8.11.

                  8.12 Administrative Agent May File Proofs of Claim. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of


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<PAGE>

whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                  (a) to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders, the Issuing Lenders and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the Issuing Lenders and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the Issuing Lenders
and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed in such judicial proceeding; and

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

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

                            SECTION 9. MISCELLANEOUS

                  9.1 Amendments and Waivers. Neither this Agreement, any other
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 9.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive (in whole or in part) the principal
amount or extend the final scheduled date of maturity of any Loan or
Reimbursement Obligation, reduce the stated rate of any interest or fee payable
hereunder (except (x) in connection with the waiver of applicability of any
post-default increase in interest rates (which waiver shall be effective with
the consent of the Required Lenders) and (y) that any amendment or modification
of defined terms used in the financial covenants in this Agreement shall not
constitute a reduction in the rate of interest or fees for purposes of this
clause (i)) or extend the scheduled date of any payment thereof, or increase the
amount or extend the expiration date of any Lender's Commitment, in each case
without the written consent of each Lender directly affected thereby; (ii)
eliminate or reduce the voting rights of any Lender under this Section 9.1
without the written consent of such


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Lender; (iii) consent to the assignment or transfer by the Borrower of its
rights and obligations under this Agreement and the other Loan Documents or
release all or substantially all of the Subsidiary Guarantors from their
obligations under the Guarantee without the written consent of all the Lenders;
(iv) add additional currencies as Foreign Currencies in which Multicurrency
Loans may be made under this Agreement without the written consent of all the
Multicurrency Lenders; (v) reduce the percentage specified in the definition of
Required Lenders without the written consent of all Lenders; (vi) amend, modify
or waive any provision of Section 8 without the written consent of the
Administrative Agent; (vii) amend, modify or waive any provision of Section 2.4
or 2.5 without the written consent of the Swingline Lender; (viii) amend, modify
or waive any provision of Sections 2.6 through 2.13 inclusive without the
written consent of all Issuing Lenders; or (ix) amend, modify or waive any
provision of Section 2.23 without the written consent of each Lender adversely
affected thereby. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Administrative Agent and all future
holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders
and the Administrative Agent shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon. Notwithstanding the foregoing, this
Agreement may be amended or otherwise supplemented without the written consent
of the Lenders or the Required Lenders to increase the amount of the Total
Commitments in accordance with Section 2.15(b).

         Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the extensions of credit outstanding hereunder and the accrued interest and
fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders.

                  9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

         The Borrower:                      Kennametal Inc.
                                            1600 Technology Way
                                            Latrobe, Pennsylvania 15650
                                            Attention:  Lawrence J. Lanza
                                            Corporate Treasurer
                                            Telecopy: 724-539-4668
                                            Telephone: 724-539-4013



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<PAGE>

         Administrative Agent:              Bank of America, N.A.
                                            100 Federal Street
                                            Boston, Massachusetts 02110
                                            Attention: Matthew Correia
                                            Telecopy: 617-434-0474
                                            Telephone: 617-434-3663

         Funding Office:                    Bank of America, N.A.
                                            One Independence Center
                                            Charlotte, North Carolina 28255
                                            Attention: Lori Lamb
                                            Telecopy: 704-386-7637
                                            Telephone: 704-409-0029

provided that any notice, request or demand to or upon the Administrative Agent,
the Issuing Lender, any Issuing Lender or the Lenders shall not be effective
until received.

                  9.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                  9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

                  9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent and the Book Manager and their
Affiliates for all their reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent and filing and recording fees and expenses, with statements
with respect to the foregoing to be submitted to the Borrower prior to the
Closing Date (in the case of amounts to be paid on the Closing Date) and from
time to time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay all customary fees
incurred by any Issuing Lender in connection with the amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder, (c) to
pay or reimburse each Lender, each Agent, the Book Manager and each Co-Arranger
for all its reasonable costs and expenses incurred in connection with the
enforcement or preservation of any rights under


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this Agreement, the other Loan Documents and any such other documents, including
the reasonable fees and disbursements of counsel (including the allocated
expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent, (d) to pay, indemnify, and hold each Lender, each Agent,
the Book Manager and each Co-Arranger harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any other documents
delivered by a Group Member in connection with any Loan Document or the
transactions contemplated thereby, and (e) to pay, indemnify, and hold each
Lender, each Agent, the Book Manager and each Co-Arranger and their respective
Related Parties (each, an "Indemnitee") harmless from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Agreement, any Letter of Credit, any other Loan Document and any such
other documents, including any of the foregoing relating to the use of proceeds
of the Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of any Group Member or any of the
Properties and the reasonable fees and expenses of legal counsel in connection
with claims, actions or proceedings by any Indemnitee against any Loan Party
under any Loan Document or any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto (all the foregoing in this clause (e), collectively, the
"Indemnified Liabilities"), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee to the extent of the Indemnitee's
liability as an owner (and not as an operator or arranger under Environmental
Laws). No Indemnitee shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby; provided, that the Borrower shall
have no obligation hereunder to any Indemnitee with respect to such damages to
the extent such damages are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee. All amounts due under this Section 9.5
shall be payable not later than 10 days after written demand therefor.
Statements payable by the Borrower pursuant to this Section 9.5 shall be
submitted to the Borrower at its address set forth in Section 9.2 or to such
other Person or address as may be hereafter designated by the Borrower in a
written notice to the Administrative Agent. The


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agreements in this Section 9.5 shall survive repayment of the Loans and all
other amounts payable hereunder.

                  9.6 Successors and Assigns; Participations and Assignments.
(a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any affiliate of the Issuing Lender that issues any
Letter of Credit), except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this Section.

                  (b)(i) Subject to the conditions set forth in paragraph
         (b)(ii) below, any Lender may assign to one or more assignees (each, an
         "Assignee") all or a portion of its rights and obligations under this
         Agreement (including all or a portion of its Commitments, Multicurrency
         Subcommitments and the Loans at the time owing to it) with the prior
         written consent (such consent not to be unreasonably withheld or
         delayed) of:

                  (A) the Borrower, provided that no consent of the Borrower
         shall be required for an assignment to a Lender, a Lender Affiliate, an
         Approved Fund or, if any Event of Default has occurred and is
         continuing, any other Person; and

                  (B) the Administrative Agent, each Issuing Lender(s) and the
         Swingline Lender, provided that the consent of the Administrative
         Agent, each Issuing Lender and the Swingline Lender shall not be
         required for an assignment to an Assignee that is a Lender, a Lender
         Affiliate, or an Approved Fund.

                           (ii) Assignments shall be subject to the following
         additional conditions:

                           (A) except in the case of an assignment to a Lender,
                  a Lender Affiliate or an Approved Fund or an assignment of the
                  entire remaining amount of the assigning Lender's Commitments,
                  the amount of the Commitments of the assigning Lender subject
                  to each such assignment (determined as of the date the
                  Assignment and Assumption with respect to such assignment is
                  delivered to the Administrative Agent) shall not be less than
                  $10,000,000 unless each of the Borrower and the Administrative
                  Agent otherwise consent, provided that (1) no such consent of
                  the Borrower shall be required if an Event of Default has
                  occurred and is continuing and (2) such amounts shall be
                  aggregated in respect of each Lender, its Affiliates or
                  Approved Funds, if any;

                           (B) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement with
                  respect to the Loans or the Commitment assigned, except that
                  this clause (B) shall not apply to rights in respect of
                  Swingline Loans or Competitive Bid Loans;




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<PAGE>

                           (C) except in the case of an assignment from a Lender
                  to a Lender Affiliate of such Lender, the parties to each
                  assignment shall execute and deliver to the Administrative
                  Agent an Assignment and Assumption, together with a processing
                  and recordation fee of $3,500; and

                           (D) in the case of an assignment by a Multicurrency
                  Lender of all or a portion of its Commitment, such assignment
                  must include a ratable assignment of such Multicurrency
                  Lender's Multicurrency Subcommitment to the extent that the
                  amount of its Commitment being assigned is greater than the
                  excess, if any, of the amount of such Commitment over the
                  amount of such Multicurrency Lender's Multicurrency
                  Subcommitment.

                           (iii) Subject to acceptance and recording thereof
         pursuant to paragraph (b)(iv) below, from and after the effective date
         specified in each Assignment and Assumption the Assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all of the
         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 2.24, 2.25, 2.26 and 9.5). Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 9.6 shall be treated
         for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         paragraph (c) of this Section.

                           (iv) The Administrative Agent, acting for this
         purpose as an agent of the Borrower, shall maintain at one of its
         offices a copy of each Assignment and Assumption delivered to it and a
         register for the recordation of the names and addresses of the Lenders,
         and the Commitments of, and principal amount of the Loans and L/C
         Obligations owing to, each Lender pursuant to the terms hereof from
         time to time (the "Register"). The entries in the Register shall be
         conclusive absent manifest error, and the Borrower, the Administrative
         Agent, the Issuing Lender 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 and the Issuing Lenders at any reasonable time and from
         time to time upon reasonable prior notice. In addition, at any time
         that a request for a consent for a material or substantive change to
         the Loan Documents is pending, any Lender wishing to consult with other
         Lenders in connection therewith may request and receive from the
         Administrative Agent a copy of the Register.

                           (v) Upon its receipt of a duly completed Assignment
         and Assumption executed by an assigning Lender and an Assignee, the
         Assignee's completed administrative questionnaire (unless the Assignee
         shall already be a Lender hereunder), the processing and recordation
         fee referred to in paragraph (b) of this Section and any written
         consent to such assignment required by paragraph (b) of this Section,
         the Administrative Agent shall accept such Assignment and Assumption
         and record the


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         information contained therein in the Register. No assignment shall be
         effective for purposes of this Agreement unless it has been recorded in
         the Register as provided in this paragraph.

                  (c)(i) Any Lender may, without the consent of the Borrower,
         the Administrative Agent, the Swingline Lender or any Issuing Bank,
         sell participations to one or more banks or other entities (a
         "Participant") in all or a portion of such Lender's rights and
         obligations under this Agreement (including all or a portion of its
         Commitments and the Loans owing to it); provided that (A) such Lender's
         obligations under this Agreement shall remain unchanged, (B) such
         Lender shall remain solely responsible to the other parties hereto for
         the performance of such obligations and (C) the Borrower, the
         Administrative Agent, the Issuing Lenders and the other Lenders shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's rights and obligations under this Agreement. Any
         agreement pursuant to which a Lender sells such a participation shall
         provide that such Lender shall retain the sole right to enforce this
         Agreement and to approve any amendment, modification or waiver of any
         provision of this Agreement; provided that such agreement may provide
         that such Lender will not, without the consent of the Participant,
         agree to any amendment, modification or waiver that (1) requires the
         consent of each Lender directly affected thereby pursuant to the
         proviso to the second sentence of Section 9.1 and (2) directly affects
         such Participant. Subject to paragraph (c)(ii) of this Section, the
         Borrower agrees that each Participant shall be entitled to the benefits
         of Sections 2.24, 2.25 and 2.26 to the same extent as if it were a
         Lender and had acquired its interest by assignment pursuant to
         paragraph (b) of this Section. To the extent permitted by law, each
         Participant also shall be entitled to the benefits of Section 9.7(b) as
         though it were a Lender, provided such Participant shall be subject to
         Section 9.7(a) as though it were a Lender.

                           (ii) A Participant shall not be entitled to receive
         any greater payment under Section 2.24 or 2.25 than the applicable
         Lender would have been entitled to receive with respect to the
         participation sold to such Participant, unless the sale of the
         participation to such Participant is made with the Borrower's prior
         written consent. Any Participant that is a Non-U.S. Lender shall not be
         entitled to the benefits of Section 2.25 unless such Participant
         complies with Section 2.25(d).

                  (d) Any Lender may at any time pledge or assign a security
         interest in all or any portion of its rights under this Agreement to
         secure obligations of such Lender, including any pledge or assignment
         to secure obligations to a Federal Reserve Bank, and this Section shall
         not apply to any such pledge or assignment of a security interest;
         provided that no such pledge or assignment of a security interest shall
         release a Lender from any of its obligations hereunder or substitute
         any such pledgee or Assignee for such Lender as a party hereto.

                  (e) The Borrower, upon receipt of written notice from the
         relevant Lender, agrees to issue Notes to any Lender requiring Notes to
         facilitate transactions of the type described in this Section 9.6.




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<PAGE>

                  (f) The words "execution," "signed," "signature," and words of
         like import in any Assignment and Assumption shall be deemed to include
         electronic signatures or the keeping of records in electronic form,
         each of which shall be of the same legal effect, validity or
         enforceability as a manually executed signature or the use of a
         paper-based recordkeeping system, as the case may be, to the extent and
         as provided for in any applicable law, including the Federal Electronic
         Signatures in Global and National Commerce Act, the New York State
         Electronic Signatures and Records Act, or any other similar state laws
         based on the Uniform Electronic Transactions Act.

                  (g) Notwithstanding anything to the contrary contained herein,
         any Lender (a "Granting Lender") may grant to a Conduit Lender
         identified as such in writing from time to time by the Granting Lender
         to the Administrative Agent and the Borrower the option to provide all
         or any part of any Loan that such Granting Lender would otherwise be
         obligated to make pursuant to this Agreement. Each party hereto hereby
         agrees that (i) neither the grant to any Conduit Lender nor the
         exercise by any Conduit Lender of such option shall increase the costs
         or expenses or otherwise increase or change the obligations of the
         Borrower under this Agreement, (ii) no Conduit Lender shall be liable
         for any indemnity or similar payment obligation under this Agreement
         for which a Lender would be liable, and (iii) the Granting Lender shall
         for all purposes, including the approval of any amendment, waiver or
         other modification of any provision of any Loan Document, remain the
         lender of record hereunder. The making of a Loan by a Conduit Lender
         hereunder shall utilize the Commitment of the Granting Lender to the
         same extent, and as if, such Committed Loan were made by such 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
         debt of any Conduit Lender, it will not institute against, or join any
         other Person in instituting against, such Conduit Lender any
         bankruptcy, reorganization, arrangement, insolvency, or liquidation
         proceeding under the laws of the United States or any State thereof.
         Notwithstanding anything to the contrary contained herein, any Conduit
         Lender may (i) with notice to, but without prior consent of the
         Borrower and the Administrative Agent and with the payment of a
         processing fee of $3,500, assign all or any portion of its right to
         receive payment with respect to any Loan to the Granting Lender and
         (ii) disclose on a confidential basis any non-public information
         relating to its funding of Loans to any rating agency, commercial paper
         dealer or provider of any surety or Guarantee or credit or liquidity
         enhancement to such Conduit Lender.

                  (h) Notwithstanding anything to the contrary contained herein,
         if at any time Bank of America assigns all of its Commitment and Loans
         pursuant to Section 9.6(b), Bank of America may, (i) upon 30 days'
         notice to the Borrower and the Lenders, resign as an Issuing Lender
         and/or (ii) upon 30 days' notice to the Borrower, resign as Swingline
         Lender. In the event of any such resignation as Issuing Lender or
         Swingline Lender, the Borrower shall be entitled to appoint from among
         the Lenders a successor Issuing Lender or Swingline Lender hereunder;
         provided, however, that no failure by the Borrower to appoint any such
         successor shall affect the resignation of Bank of America as Issuing
         Lender or Swingline Lender, as the case may be. If Bank of America
         resigns as Issuing Lender, it shall retain all the rights and
         obligations of the Issuing Lender


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<PAGE>

         hereunder with respect to all Letters of Credit outstanding as of the
         effective date of its resignation as Issuing Lender and all L/C
         Obligations with respect thereto (including the right to require the
         Lenders to fund risk participations in respect of any Letter of Credit
         pursuant to Section 2.8). If Bank of America resigns as Swingline
         Lender, it shall retain all the rights of the Swingline Lender provided
         for hereunder with respect to Swingline Loans made by it and
         outstanding as of the effective date of such resignation, including the
         right to require the Lenders to fund risk participations in outstanding
         Swingline Loans pursuant to Section 2.5. If Bank of America resigns as
         Swingline Lender and as an Issuing Lender, Bank of America shall also
         resign as Administrative Agent.

                  9.7 Adjustments, Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender, if any Lender (a "Benefitted Lender") shall, at any time after the Loans
and other amounts payable hereunder shall immediately become due and payable
pursuant to Section 7, receive any payment of all or part of the Obligations
owing to it, or receive any collateral in respect thereof (whether voluntarily
or involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other relevant Lender, if any, in
respect of the Obligations owing to such other relevant Lender, such Benefitted
Lender shall purchase for cash from the other relevant Lenders a participating
interest in such portion of the Obligations owing to each such other relevant
Lender, or shall provide such other relevant Lenders with the benefits of any
such collateral, as shall be necessary to cause such Benefitted Lender to share
the excess payment or benefits of such collateral ratably with each of the
relevant Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall, so long as any Event of Default has occurred
and is continuing, have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender, any Lender Affiliate or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application.

                  9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.




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                  9.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  9.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

                  9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  9.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

                                    (i) submits for itself and its property in
                           any legal action or proceeding relating to this
                           Agreement and the other Loan Documents to which it is
                           a party, or for recognition and enforcement of any
                           judgment in respect thereof, to the non-exclusive
                           general jurisdiction of the courts of the State of
                           New York, the courts of the United States for the
                           Southern District of New York, and appellate courts
                           from any thereof;

                                    (ii) consents that any such action or
                           proceeding may be brought in such courts and waives
                           any objection that it may now or hereafter have to
                           the venue of any such action or proceeding in any
                           such court or that such action or proceeding was
                           brought in an inconvenient court and agrees not to
                           plead or claim the same;

                                    (iii) agrees that service of process in any
                           such action or proceeding may be effected by mailing
                           a copy thereof by registered or certified mail (or
                           any substantially similar form of mail), postage
                           prepaid, to the Borrower at its address set forth in
                           Section 9.2 or at such other address of which the
                           Administrative Agent shall have been notified
                           pursuant thereto;

                                    (iv) agrees that nothing herein shall affect
                           the right to effect service of process in any other
                           manner permitted by law or shall limit the right to
                           sue in any other jurisdiction; and

                                    (v) waives, to the maximum extent not
                           prohibited by law, any right it may have to claim or
                           recover in any legal action or proceeding referred to
                           in this Section any special, exemplary, punitive or
                           consequential damages.




                                       83
<PAGE>

                  9.13 Acknowledgements. The Borrower hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.

                  9.14 Confidentiality. Each of the Administrative Agent and
each Lender agrees to keep confidential all non-public information provided to
it by any Loan Party pursuant to this Agreement that is designated by such Loan
Party as confidential; provided that nothing herein shall prevent the
Administrative Agent or any Lender from disclosing any such information (a) to
the Administrative Agent, any other Lender or any Lender Affiliate, but in the
case of Lender Affiliates, only in connection with this Agreement and matters
related thereto (and not for any other purpose), (b) subject to an agreement to
comply with the provisions of this Section 9.14, to any actual or prospective
Transferee or any direct or indirect counterparty to any Hedge Agreement (or any
professional advisor to such counterparty), (c) to its employees, directors,
agents, attorneys, accountants and other professional advisors or those of any
of its affiliates, (d) upon the request or demand of any Governmental Authority,
(e) in response to any order of any court or other Governmental Authority or as
may otherwise be required pursuant to any Requirement of Law, (f) if requested
or required to do so in connection with any litigation or similar proceeding,
(g) that has been publicly disclosed, (h) to the National Association of
Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender's investment
portfolio in connection with ratings issued with respect to such Lender, or (i)
in connection with the exercise of any remedy hereunder or under any other Loan
Document. To the extent permitted by law, in the case of all requests, demands,
responses or requirements referenced in clauses (d), (e) and (f), the
Administrative Agent or the Lender, as the case may be, shall use reasonable
commercial efforts to notify the Borrower with respect to such request, demand,
response or requirement in order to afford the Borrower an opportunity to take
such actions as Borrower deems appropriate to protect such Confidential
Information.

                  9.15 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  9.16 US PATRIOT ACT NOTICE. Each Lender that is subject to the
Act (as hereinafter defined), the Swingline Lender, each Issuing Lender and the
Administrative Agent


                                       84
<PAGE>

(for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, the Swingline Lender or such
Issuing Lender, as applicable, to identify the Borrower in accordance with the
Act.

                  9.17 TRANSITIONAL ARRANGEMENTS. (a) On the Closing Date, this
Agreement shall supersede the Existing Credit Agreement in its entirety, except
as provided in this Section 9.17. On the Closing Date, the rights and
obligations of the parties evidenced by the Existing Credit Agreement shall be
evidenced by this Credit Agreement and the other Loan Documents, and the
Designated Letters of Credit issued by any Issuing Lender for the account of the
Borrower prior to the Closing Date shall be converted into Letters of Credit
under this Credit Agreement. Without limiting the generality of the foregoing
and to the extent necessary, the Lenders and the Administrative Agent reserve
all of their rights under the Existing Credit Agreement and the Borrower hereby
obligates itself again in respect of all present and future Obligations under,
inter alia, the Existing Credit Agreement, as amended and restated by this
Credit Agreement.

                  (b) All interest and fees and expenses, if any, owing or
accruing under or in respect of the Existing Credit Agreement through the
Closing Date shall be calculated as of the Closing Date (pro rated in the case
of any fractional periods), and shall be paid on the Closing Date. Commencing on
the Closing Date, the facility fee hereunder shall be payable by the Borrower to
the Administrative Agent for the account of the Lenders in accordance with
Section 2.14.





     [Remainder of page left blank intentionally; Signature page to follow.]




                                       85
<PAGE>

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

                                                KENNAMETAL INC.


                                                By: /s/ Lawrence J. Lanza
                                                    ----------------------------
                                                    Name:  Lawrence J. Lanza
                                                    Title:  Corporate Treasurer



SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>


                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent



                                       By: /s/ Matthew C. Correia
                                           -------------------------------------
                                           Name:  Matthew C. Correia
                                           Title:  Assistant Vice President

SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                             BANK OF AMERICA, N.A., as a Lender



                                             By: /s/ Irene Bartenstein
                                                 -------------------------------
                                                 Name:  Irene Bartenstein
                                                 Title:  Director




SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>

                                           KEYBANK NATIONAL ASSOCIATION,
                                           as a Co-Syndication
                                           Agent and as a Lender


                                           By: /s/ Suzannah Harris
                                               ---------------------------------
                                               Name:  Suzannah Harris
                                               Title:  Assistant Vice President

SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT



<PAGE>


                                       NATIONAL CITY BANK OF PENNSYLVANIA, as a
                                       Co-Syndication Agent and as a Lender


                                       By: /s/ Robert M. Moorehead
                                           -------------------------------------
                                                Name:  Robert M. Moorehead
                                                Title:  Executive Vice President



SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>



                                         PNC BANK, NATIONAL ASSOCIATION,
                                         as a Co-Documentation Agent and as a
                                         Lender


                                         By: /s/ David B. Gookin
                                            ------------------------------------
                                             Name:  David B. Gookin
                                             Title:  Senior Vice President










SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>









                                         JPMORGAN CHASE BANK, as a
                                         Co-Documentation Agent
                                         and as a Lender


                                         By: /s/ Robert Stanchak
                                            ------------------------------------
                                             Name:  Robert Stanchak
                                             Title:  Vice President





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>






                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                        as a Lender


                                        By: /s/ Ro Toyoshima
                                            ------------------------------------
                                            Name:  Ro Toyoshima
                                            Title:  Authorized Signature




SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>






                                        CITIZENS BANK OF PENNSYLVANIA,
                                        as a Lender


                                        By: /s/ Debra L. McAllonis
                                            ------------------------------------
                                            Name:  Debra L. McAllonis
                                            Title:  Senior Vice President






SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>






                                        COMERICA BANK, as a Lender


                                        By: /s/ Richard C. Hampson
                                            ------------------------------------
                                            Name:  Richard C. Hampson
                                            Title:  Vice President





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>






                                        THE BANK OF NEW YORK, as a Lender


                                        By: /s/ Ernest Fung
                                            ------------------------------------
                                            Name:  Ernest Fung
                                            Title:  Vice President




SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>






                                        CALYON NEW YORK BRANCH, as a
                                        Lender


                                        By: /s/ James D.A. Gibson
                                            ------------------------------------
                                            Name:  James D.A. Gibson
                                            Title:  Managing Director


                                        By: /s/ Rod Hurst
                                            ------------------------------------
                                            Name:  Rod Hurst
                                            Title:  Director





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>






                                        BAYERISCHE HYPO-UND VEREINSBANK AG,
                                        NEW YORK BRANCH, as a Lender


                                        By: /s/ Ken Hamilton
                                            ------------------------------------
                                            Name:  Ken Hamilton
                                            Title:  Director


                                        By: /s/ Richard Cordover
                                            ------------------------------------
                                            Name:  Richard Cordover
                                            Title:  Director




SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>



                                        MIZUHO CORPORATE BANK,
                                        LIMITED, as a Lender


                                        By: /s/ Raymond Ventura
                                            ------------------------------------
                                            Name:  Raymond Ventura
                                            Title:  Senior Vice President





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>






                                        FIFTH THIRD BANK, as a Lender


                                        By:  /s/ Jim Janovsky
                                            ------------------------------------
                                            Name:  Jim Janovsky
                                            Title:  Vice President




SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>






                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as a Lender


                                        By: /s/ Philip R. Medsger
                                            ------------------------------------
                                            Name:  Philip R. Medsger
                                            Title:  Vice President





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>






                                        THE BANK OF NOVA SCOTIA, as a Lender


                                        By: /s/ V. Gibson
                                            ------------------------------------
                                            Name:  V. Gibson
                                            Title:  Assistant Agent





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>






                                        SANPAOLO IMI, as a Lender


                                        By: /s/ Luca Sacchi
                                            ------------------------------------
                                            Name:  Luca Sacchi
                                            Title:  Vice President


                                        By: /s/ Robert Wunster
                                            ------------------------------------
                                            Name:  Robert Wunster
                                            Title:  Senior Vice President



SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT



<PAGE>






                                        HUA NAN COMMERCIAL BANK, LTD. NEW YORK
                                        AGENCY, as a Lender


                                        By: /s/ Jeng-Fang Geeng
                                            ------------------------------------
                                            Name:  Jeng-Fang Geeng
                                            Title:  General Manager




SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>






                                        BANK HAPOALIM B.M., as a Lender


                                        By: /s/ Marc Bosc
                                            ------------------------------------
                                            Name:  Marc Bosc
                                            Title:  Vice President


                                        By: /s/ Lenroy Hackett
                                            ------------------------------------
                                            Name:  Lenroy Hackett
                                            Title:  First Vice President





SIGNATURE PAGE TO THE AMENDED AND RESTATED CREDIT AGREEMENT