<PAGE>

                                                                   EXHIBIT 10.23

                       364-DAY REVOLVING CREDIT AGREEMENT

                           DATED AS OF OCTOBER 3, 2001

                                      AMONG

                               L & C SPINCO, INC.,

                            THE SUBSIDIARY BORROWERS
                        FROM TIME TO TIME PARTIES HERETO,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,

                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             as Administrative Agent

                                       and

                               WACHOVIA BANK, N.A.
                              as Syndication Agent

                                       and

                                  SUNTRUST BANK
                             as Documentation Agent



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

                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Book Runner


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

                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
ARTICLE I DEFINITIONS..................................................................................1
        1.1.         Certain Defined Terms.............................................................1
        1.2.         References.......................................................................21
        1.3.         Supplemental Disclosure..........................................................21

ARTICLE II THE CREDITS................................................................................21
        2.1.         Commitment.......................................................................21
        2.2.         Swing Line Loans.................................................................22
                 2.2.1.       Amount of Swing Line Loans..............................................22
                 2.2.2.       Borrowing Notice........................................................22
                 2.2.3.       Making of Swing Line Loans..............................................22
                 2.2.4.       Repayment of Swing Line Loans...........................................22
        2.3.         Required Payments; Termination...................................................23
                 2.3.1.       Required Payments.......................................................23
                 2.3.2.       Termination.............................................................23
                 2.3.3.       Conversion to Term Loan.................................................24
        2.4.         Revolving Loans..................................................................24
        2.5.         Types of Advances................................................................24
        2.6.         Facility Fee; Utilization Fee; Reductions in Aggregate Commitment................24
                 2.6.1.       Facility Fee............................................................24
                 2.6.2.       Utilization Fee.........................................................24
                 2.6.3.       Reductions in Aggregate Commitment......................................25
        2.7.         Minimum Amount of Each Advance...................................................25
        2.8.         Optional Principal Payments......................................................25
        2.9.         Method of Selecting Types and Interest Periods for New Advances..................25
                 2.9.1.       Method of Selecting Types and Interest Periods for New Advances.........26
                 2.9.2.       Method of Borrowing.....................................................26
        2.10.       Conversion and Continuation of Outstanding Advances; No Conversion or
                    Continuation of Eurodollar Advances After Default.................................26
        2.11.       Changes in Interest Rate, etc.....................................................27
        2.12.       Rates Applicable After Default....................................................27
        2.13.       Method of Payment.................................................................28
        2.14.       Noteless Agreement; Evidence of Indebtedness......................................28
</TABLE>


                                       i
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<TABLE>
<S>                                                                                                   <C>
         2.15.      Telephonic Notices................................................................29
         2.16.      Interest Payment Dates; Interest and Fee Basis....................................29
         2.17.      Notification of Advances, Interest Rates, Prepayments and Commitment Reductions...29
         2.18.      Lending Installations.............................................................30
         2.19.      Non-Receipt of Funds by the Administrative Agent..................................30
         2.20.      Replacement of Lender.............................................................30
         2.21.      Facility LCs......................................................................31
                 2.21.1.      Issuance; Transitional Facility LCs.....................................31
                 2.21.2.      Participations..........................................................32
                 2.21.3.      Notice..................................................................32
                 2.21.4.      LC Fees.................................................................32
                 2.21.5.      Administration; Reimbursement by Lenders................................32
                 2.21.6.      Reimbursement by the Borrowers..........................................33
                 2.21.7.      Obligations Absolute....................................................33
                 2.21.8.      Actions of LC Issuers...................................................34
                 2.21.9.      Indemnification.........................................................34
                 2.21.10.     Lenders' Indemnification................................................35
                 2.21.11.     Facility LC Collateral Account..........................................35
                 2.21.12.     Rights as a Lender......................................................36
         2.22.      Subsidiary Borrowers..............................................................36
         2.23.      Extension of Revolving Loan Termination Date......................................36
         2.24.      Increase of Commitments...........................................................37
         2.25.      Interest..........................................................................39

ARTICLE III YIELD PROTECTION; TAXES...................................................................40
         3.1.       Yield Protection..................................................................40
         3.2.       Changes in Capital Adequacy Regulations...........................................41
         3.3.       Availability of Types of Advances.................................................42
         3.4.       Funding Indemnification...........................................................42
         3.5.       Taxes.............................................................................42
         3.6.       Lender Statements; Survival of Indemnity..........................................45
         3.7.       Mitigation of Obligations.........................................................45

ARTICLE IV CONDITIONS PRECEDENT.......................................................................45
         4.1.       Initial Credit Extension..........................................................45
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                                   <C>
         4.2.       Each Credit Extension.............................................................48
         4.3.       Initial Advance to Each New Subsidiary Borrower...................................48

ARTICLE V REPRESENTATIONS AND WARRANTIES..............................................................49
         5.1.       Existence and Standing............................................................49
         5.2.       Authorization and Validity........................................................49
         5.3.       No Conflict; Government Consent...................................................49
         5.4.       Financial Statements..............................................................50
         5.5.       Material Adverse Change...........................................................50
         5.6.       Taxes.............................................................................50
         5.7.       Litigation and Contingent Obligations.............................................51
         5.8.       Subsidiaries......................................................................51
         5.9.       Accuracy of Information...........................................................51
         5.10.      Regulation U......................................................................51
         5.11.      Material Agreements...............................................................51
         5.12.      Compliance With Laws..............................................................52
         5.13.      Ownership of Properties...........................................................52
         5.14.      ERISA; Foreign Pension Matters....................................................52
         5.15.      Plan Assets; Prohibited Transactions..............................................52
         5.16.      Environmental Matters.............................................................52
         5.17.      Investment Company Act............................................................53
         5.18.      Public Utility Holding Company Act................................................53
         5.19.      Insurance.........................................................................53
         5.20.      Spin-Off Transactions.............................................................53
         5.21.      Solvency..........................................................................54

ARTICLE VI COVENANTS..................................................................................54
        6.1.        Reporting.........................................................................54
        6.2.        Use of Proceeds...................................................................56
        6.3.        Notice of Default.................................................................56
        6.4.        Conduct of Business...............................................................56
        6.5.        Taxes.............................................................................57
        6.6.        Insurance.........................................................................57
        6.7.        Compliance with Laws; Maintenance of Plans........................................57
        6.8.        Maintenance of Properties.........................................................57
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                                   <C>
        6.9.        Inspection; Keeping of Books and Records..........................................57
        6.10.       Addition of Guarantors............................................................58
        6.11.       Subsidiary Indebtedness...........................................................58
        6.12.       Consolidations and Mergers........................................................59
        6.13.       Liens.............................................................................59
        6.14.       Transactions with Affiliates......................................................61
        6.15.       Financial Contracts...............................................................61
        6.16.       ERISA.............................................................................61
        6.17.       Environmental Compliance..........................................................62
        6.18.       Tax Opinion.......................................................................62
        6.19.       Financial Covenants...............................................................62
                 6.19.1.      Maximum Leverage Ratio..................................................62
                 6.19.2.      Minimum Interest Expense Coverage Ratio.................................62
                 6.19.3.      Minimum Consolidated Net Worth..........................................63

ARTICLE VII DEFAULTS..................................................................................63
        7.1.        Breach of Representations or Warranties...........................................63
        7.2.        Failure to Make Payments When Due.................................................63
        7.3.        Breach of Covenants...............................................................63
        7.4.        Other Breaches....................................................................63
        7.5.        Default as to Other Indebtedness..................................................63
        7.6.        Voluntary Bankruptcy; Appointment of Receiver; Etc................................64
        7.7.        Involuntary Bankruptcy; Appointment of Receiver; Etc..............................64
        7.8.        Judgments.........................................................................64
        7.9.        Unfunded Liabilities..............................................................64
        7.10.       Other ERISA Liabilities...........................................................65
        7.11.       Environmental Matters.............................................................65
        7.12.       Change in Control.................................................................65
        7.13.       Receivables Purchase Document Events..............................................65
        7.14.       Guarantor Revocation..............................................................65

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...........................................66
        8.1.        Acceleration......................................................................66
        8.2.        Amendments........................................................................66
        8.3.        Preservation of Rights............................................................67
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>                                                                                                   <C>
ARTICLE IX JOINT AND SEVERAL OBLIGATIONS..............................................................68
        9.1.        Joint and Several Liability.......................................................68
        9.2.        Primary Obligation; Waiver of Marshalling.........................................68
        9.3.        Financial Condition of Borrowers..................................................68
        9.4.        Continuing Liability..............................................................68
        9.5.        Additional Waivers................................................................69
        9.6.        Settlements or Releases...........................................................69
        9.7.        No Election.......................................................................69
        9.8.        Joint Loan Account................................................................69
        9.9.        Apportionment of Proceeds of Loans................................................70
        9.10.       The Administrative Agent, Lenders and LC Issuers Held Harmless....................70
        9.11.       Borrowers' Integrated Operations..................................................70

ARTICLE X GENERAL PROVISIONS..........................................................................70
        10.1.       Survival of Representations.......................................................70
        10.2.       Governmental Regulation...........................................................71
        10.3.       Headings..........................................................................71
        10.4.       Entire Agreement..................................................................71
        10.5.       Several Obligations; Benefits of this Agreement...................................71
        10.6.       Expenses; Indemnification.........................................................71
        10.7.       Numbers of Documents..............................................................72
        10.8.       Accounting........................................................................72
        10.9.       Severability of Provisions........................................................73
        10.10.      Nonliability of Lenders...........................................................73
        10.11.      Confidentiality...................................................................73
        10.12.      Lenders Not Utilizing Plan Assets.................................................73
        10.13.      Nonreliance.......................................................................74
        10.14.      Disclosure........................................................................74
        10.15.      Subordination of Intercompany Indebtedness........................................74

ARTICLE XI THE AGENTS.................................................................................75
        11.1.       Appointment; Nature of Relationship...............................................75
        11.2.       Powers............................................................................75
        11.3.       General Immunity..................................................................76
        11.4.       No Responsibility for Loans, Recitals, etc........................................76
</TABLE>


                                      v
<PAGE>

<TABLE>
<S>                                                                                                   <C>
        11.5.       Action on Instructions of Lenders.................................................76
        11.6.       Employment of Agents and Counsel..................................................76
        11.7.       Reliance on Documents; Counsel....................................................77
        11.8.       Agents' Reimbursement and Indemnification.........................................77
        11.9.       Notice of Default.................................................................77
        11.10.      Rights as a Lender................................................................77
        11.11.      Lender Credit Decision............................................................78
        11.12.      Successor Agents..................................................................78
        11.13.      Agent and Arranger Fees...........................................................79
        11.14.      Delegation to Affiliates..........................................................79
        11.15.      Release of Guarantors.............................................................79

ARTICLE XII SETOFF; RATABLE PAYMENTS..................................................................79
        12.1.       Setoff............................................................................79
        12.2.       Ratable Payments..................................................................79

ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS........................................80
        13.1.       Successors and Assigns; Designated Lenders........................................80
                 13.1.1.      Successors and Assigns..................................................80
                 13.1.2.      Designated Lenders......................................................80
        13.2.       Participations....................................................................81
                 13.2.1.      Permitted Participants; Effect..........................................82
                 13.2.2.      Voting Rights...........................................................82
                 13.2.3.      Benefit of Setoff.......................................................82
        13.3.       Assignments.......................................................................82
                 13.3.1.      Permitted Assignments...................................................82
                 13.3.2.      Effect; Effective Date..................................................83
                 13.3.3.      The Register............................................................83
        13.4.       Dissemination of Information......................................................83
        13.5.       Tax Treatment.....................................................................84

ARTICLE XIV NOTICES...................................................................................84
        14.1.       Notices...........................................................................84
        14.2.       Change of Address.................................................................84

ARTICLE XV COUNTERPARTS...............................................................................84
</TABLE>


                                       vi
<PAGE>

<TABLE>
<S>                                                                                                   <C>
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..............................85
        16.1.       CHOICE OF LAW.....................................................................85
        16.2.       CONSENT TO JURISDICTION...........................................................85
        16.3.       WAIVER OF JURY TRIAL..............................................................85
</TABLE>


                                      vii
<PAGE>

EXHIBITS

Exhibit A     --       Forms of Opinions

Exhibit B     --       Form of Compliance Certificate

Exhibit C     --       Form of Assignment Agreement

Exhibit D     --       Form of Loan/Credit Related Money Transfer Instruction

Exhibit E     --       Form of Promissory Note (if requested)

Exhibit F     --       List of Closing Documents

Exhibit G     --       Form of Designation Agreement

Exhibit H     --       Form of Guaranty

Exhibit I     --       Form of Assumption Letter

Exhibit J     --       Form of Commitment and Acceptance

                                    SCHEDULES

Pricing Schedule

Commitment Schedule

Schedule 1.1  --       Subsidiary Borrowers

Schedule 2.21 --       Transitional Letters of Credit

Schedule 5.4  --       Financial Statements; Pro Forma Financials

Schedule 5.5  --       Certain Disclosures

Schedule 5.8  --       Subsidiaries

Schedule 5.16 --       Environmental Matters

Schedule 5.20 --       Spin-Off Transaction Conditions

Schedule 6.11 --       Existing Indebtedness

Schedule 6.13 --       Existing Liens


                                      viii
<PAGE>

                       364-DAY REVOLVING CREDIT AGREEMENT

         This 364-Day Revolving Credit Agreement, dated as of October 3, 2001,
is among L & C SPINCO, INC., a Delaware corporation, L & C LIGHTING GROUP, INC.,
a Delaware corporation, THE ZEP GROUP, INC., a Delaware corporation, and one or
more other Subsidiary Borrowers from time to time parties hereto (whether now
existing or hereafter formed), the institutions from time to time parties hereto
as Lenders (whether by execution of this Agreement or an assignment pursuant to
Section 13.3), BANK ONE, NA, a national banking association having its principal
office in Chicago, Illinois, as Swing Line Lender, LC Issuer and Administrative
Agent, WACHOVIA BANK, N.A., as Syndication Agent, and SUNTRUST BANK, as
Documentation Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1.     CERTAIN DEFINED TERMS. As used in this Agreement:

         "ACCOUNTING CHANGES" is defined in Section 10.8 hereof.

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the Effective Date, by which the Company
or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
of voting power) of the outstanding ownership interests of a partnership,
limited liability company or any Person.

         "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative of the Lenders pursuant to Article XI, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to Article XI.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of several Loans (i) made by some or all of the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period. The term "Advance" shall include Swing Line
Loans unless otherwise expressly provided.

         "AFFECTED LENDER" is defined in Section 2.20.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of twenty percent (20%) or more of any class of voting securities (or
other voting interests) of the controlled Person or possesses, directly or

<PAGE>

indirectly, the power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of voting
securities, by contract or otherwise.

         "AGENT" means any of the Administrative Agent, the Syndication Agent or
the Documentation Agent, as appropriate, and "Agents" means, collectively, the
Administrative Agent, the Syndication Agent and the Documentation Agent.

         "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all
the Lenders, as may be adjusted from time to time pursuant to the terms hereof.
The initial Aggregate Commitment is Two Hundred Forty Million and 00/100 Dollars
($240,000,000).

         "AGGREGATE OUTSTANDING CREDIT EXPOSURE" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "AGREEMENT" means this 364-Day Revolving Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified and as in effect from time
to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 5.4; provided, however, that except as provided
in Section 10.8, with respect to the calculation of financial ratios and other
financial tests required by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as of the Effective Date, applied in a manner consistent with that used in
preparing the financial statements of the Company referred to in Section 5.4
hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

         "APPLICABLE FACILITY FEE RATE" means, at any time, the percentage rate
per annum at which Facility Fees are accruing on the Aggregate Commitment at
such time as set forth in the Pricing Schedule.

         "APPLICABLE MARGIN" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "APPLICABLE UTILIZATION FEE RATE" means, at any time, the percentage
rate per annum at which Utilization Fees accrue on the Aggregate Outstanding
Credit Exposure at such time as set forth in the Pricing Schedule.

         "ARRANGER" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "ARTICLE" means an article of this Agreement unless another document is
specifically referenced.


                                       2
<PAGE>

         "ASSIGNMENT AGREEMENT" is defined in Section 13.3.1.

         "ASSUMPTION LETTER" means a letter of a Subsidiary of the Company
addressed to the Administrative Agent and the Lenders, and acknowledged by the
Administrative Agent, in substantially the form of Exhibit I hereto, pursuant to
which such Subsidiary agrees to become a "Subsidiary Borrower" and agrees to be
bound by the terms and conditions hereof.

         "AUTHORIZED OFFICER" means any of the chief executive officer,
president, chief operating officer, chief financial officer, or treasurer of the
Company, acting singly.

         "AVAILABLE AGGREGATE COMMITMENT" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "BANK ONE" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.

         "BORROWER" means, as applicable, any of the Company or any of the
Subsidiary Borrowers, together with their respective permitted successors and
assigns, and "BORROWERS" means, collectively, the Company and the Subsidiary
Borrowers.

         "BORROWING DATE" means a date on which an Advance is made hereunder.

         "BORROWING NOTICE" is defined in Section 2.9.1.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago, Illinois for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in Dollars are carried
on in the London interbank market and (ii) for all other purposes, a day (other
than a Saturday or Sunday) on which banks generally are open in Chicago,
Illinois for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

         "BUYING LENDER" is defined in Section 2.24.2.

         "CAPITALIZED LEASE" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a


                                       3
<PAGE>

Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

         "CASH EQUIVALENT INVESTMENTS" means, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any investment grade commercial bank having, or which is the
principal banking subsidiary of an investment grade bank holding company
organized under the laws of the United States, any State thereof, the District
of Columbia or any foreign jurisdiction having capital, surplus and undivided
profits aggregating in excess of $500,000,000, with maturities of not more than
one year from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than ninety (90) days for underlying
securities of the types described in clause (i) above entered into with any bank
meeting the qualifications specified in clause (ii) above, provided that such
repurchase obligations are secured by a first priority security interest in such
underlying securities which have, on the date of purchase thereof, a fair market
value of at least 100% of the amount of the repurchase obligations, (iv)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 by S&P or P-1 by Moody's and in each case maturing not more than 270
days after the date of acquisition by such Person, (v) investments in money
market funds substantially all of the assets of which are comprised of
securities of the types described in clauses (i) through (iv) above, and (vi)
demand deposit accounts maintained in the ordinary course of business.

         "CHANGE" is defined in Section 3.2.

         "CHANGE IN CONTROL" means (i) the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of thirty percent (30%) or more
of the outstanding shares of voting stock of the Company; or (ii) the majority
of the Board of Directors of the Company fails to consist of Continuing
Directors.

         "CLOSING DATE" means the date on which the initial Credit Extensions
are made hereunder, subject to the satisfaction in full of the conditions
precedent to such Credit Extensions set forth in Article V hereof and the
consummation of the Spin-Off.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time, and any rule or regulation issued
thereunder.

         "COLLATERAL SHORTFALL AMOUNT" means, as of any date of determination,
an amount equal to the difference of (x) the amount of LC Obligations at such
time, less (y) the amount on deposit in the Facility LC Collateral Account at
such time which is free and clear of all rights and claims of third parties and
has not been applied against the Obligations in accordance with the terms and
conditions of this Agreement.

         "COMBINED BALANCE SHEETS" means the audited combined balance sheets of
the Company and its Subsidiaries as of August 31, 2000, a copy of which is
attached to the Form 10.


                                       4
<PAGE>

         "COMMITMENT" means, for each Lender, the obligation of such Lender to
make Revolving Loans to, and participate in Facility LCs issued upon the
application of, a Borrower in an aggregate amount not exceeding the amount set
forth on the Commitment Schedule or in an Assignment Agreement executed pursuant
to Section 13.3, as it may be modified as a result of any assignment that has
become effective pursuant to Section 13.3.2 or as otherwise modified from time
to time pursuant to the terms hereof.

         "COMMITMENT INCREASE NOTICE" is defined in Section 2.24.1.

         "COMMITMENT SCHEDULE" means the Schedule identifying each Lender's
Commitment as of the Effective Date attached hereto and identified as such.

         "COMMITMENT TERMINATION DATE" means the earlier to occur of (i) the
Revolving Loan Termination Date, (ii) the Spin-Off Termination Date and (iii)
the date the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof, including, without limitation, pursuant to
Sections 2.3 and 2.6 and Article VIII hereof.

         "COMPANY" means L & C Spinco, Inc., a Delaware corporation, and its
permitted successors and assigns (including, without limitation, a
debtor-in-possession on its behalf).

         "CONSOLIDATED NET INCOME" means, with reference to any period, the net
after-tax income (or loss) of the Company and its Subsidiaries calculated on a
consolidated basis for such period determined in accordance with Agreement
Accounting Principles, excluding minority interests and including only dividends
actually received by the Company from any entity which is not a Subsidiary.

         "CONSOLIDATED NET WORTH" means at any time the consolidated
stockholders' equity of the Company and its Subsidiaries calculated on a
consolidated basis as of such time in accordance with Agreement Accounting
Principles.

         "CONSOLIDATED TOTAL ASSETS" means the total amount of all assets of the
Company and its consolidated Subsidiaries, and including amounts attributable to
minority interests in Affiliates of the Company to the extent deducted in
calculating the Consolidated Total Assets of the Company and its Subsidiaries
but only to the extent such Affiliate shall be a Guarantor hereunder, calculated
on a consolidated basis as of such time in accordance with Agreement Accounting
Principles.

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (i)
was a member of such board of directors on the Closing Date, or (ii) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that any individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director prior thereto.


                                       5
<PAGE>

         "CONTRACTUAL OBLIGATION" means, for any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking
under which such Person is obligated or by which it or any of the property owned
by it is bound.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Company or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "CONVERSION/CONTINUATION NOTICE" is defined in Section 2.10.

         "CONVERSION DATE" is defined in Section 2.3.3.

         "CONVERTED LOAN TERMINATION DATE" means the date that is the first
anniversary of the Conversion Date (or, if such date is not a Business Day, the
immediately preceding Business Day).

         "CREDIT EXTENSION" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "CREDIT EXTENSION DATE" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "DEFAULT" means an event described in Article VII.

         "DESIGNATED LENDER" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
13.1.2.

         "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 13.1.2.

         "DESIGNATION AGREEMENT" is defined in Section 13.1.2.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Revolving Loan Termination Date.

         "DOL" means the United States Department of Labor and any successor
department or agency.

         "DOCUMENTATION AGENT" means SunTrust Bank in its capacity as the
documentation agent for the Lenders pursuant to Article XI, and not in its
individual capacity as a Lender, and any successor Documentation Agent appointed
pursuant to Article XI.

         "DOLLARS" and "$" means the lawful currency of the United States of
America.


                                       6
<PAGE>

         "DOMESTIC SUBSIDIARY" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America.

         "EBIT" means, for any period for the Company and its consolidated
Subsidiaries, the sum of the amounts for such period, without duplication,
calculated in each case in accordance with Agreement Accounting Principles, of
(i) Net Income, plus (ii) Interest Expense to the extent deducted in computing
Net Income, plus (iii) charges against income for foreign, federal, state and
local taxes to the extent deducted in computing Net Income, plus (iv) any other
non-recurring non-cash charges to the extent deducted in computing Net Income,
minus (v) any non-recurring non-cash credits to the extent added in computing
Net Income.

         "EBITDA" means, for any period for the Company and its consolidated
Subsidiaries, the sum of the amounts for such period, without duplication,
calculated in each case in accordance with Agreement Accounting Principles, of
(i) EBIT, plus (ii) depreciation expense to the extent deducted in computing Net
Income, plus (iii) amortization expense, including, without limitation,
amortization of goodwill and other intangible assets to the extent deducted in
computing Net Income.

         "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.24.1.

         "EFFECTIVE DATE" means October 3, 2001.

         "ELIGIBLE DESIGNEE" means a special purpose corporation, partnership,
trust, limited partnership or limited liability company that is administered by
a Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

         "ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURODOLLAR ADVANCE" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at a Eurodollar Rate requested by a
Borrower pursuant to Sections 2.9 and 2.10.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits


                                       7
<PAGE>

in Dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two
(2) Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, provided that, (i) if Reuters Screen
FRBD is not available to the Administrative Agent for any reason, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the
applicable British Bankers' Association Interest Settlement Rate for deposits in
Dollars as reported as of 11:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period by any other generally recognized
financial information service selected by the Administrative Agent, and having a
maturity equal to such Interest Period, and (ii) if no such British Bankers'
Association Interest Settlement Rate is available to the Administrative Agent,
the applicable Eurodollar Base Rate for the relevant Interest Period shall
instead be the rate determined by the Administrative Agent to be the rate at
which Bank One or one of its affiliate bank offers to place deposits in Dollars
with first-class banks in the London interbank market at approximately 11:00
a.m. (London time) two (2) Business Days prior to the first day of such Interest
Period, in the approximate amount of Bank One's relevant Eurodollar Loan and
having a maturity equal to such Interest Period.

         "EURODOLLAR LOAN" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at a Eurodollar Rate requested by a Borrower
pursuant to Sections 2.9 and 2.10.

         "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the then Applicable Margin, changing as and when the Applicable Margin
changes.

         "EXCLUDED TAXES" means, in the case of each Lender or applicable
Lending Installation and each Agent, taxes imposed on its overall net income,
and franchise or branch office taxes imposed on it, by (i) the jurisdiction
under the laws of which such Lender or Agent is incorporated or organized or any
political combination or subdivision or taxing authority thereof or (ii) the
jurisdiction in which such Agent's or Lender's principal executive office or
such Lender's applicable Lending Installation is located or in which, other than
as a result of the transaction evidenced by this Agreement, such Agent or Lender
otherwise is, or at any time was, engaged in business (or any political
combination or subdivision or taxing authority thereof).

         "EXHIBIT" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "EXISTING CREDIT AGREEMENT" means that certain Credit Agreement dated
as of July 15, 1999 among National Service Industries, Inc., the subsidiary
borrowers parties thereto, the lenders parties thereto, and Bank One, NA, as
administrative agent, as the same has been amended, restated, supplemented or
otherwise modified from time to time.

         "EXTENSION REQUEST" is defined in Section 2.23.

         "FACILITY FEE" is defined in Section 2.6.1.

         "FACILITY LC" is defined in Section 2.21.1.


                                       8
<PAGE>

         "FACILITY LC APPLICATION" is defined in Section 2.21.3.

         "FACILITY LC COLLATERAL ACCOUNT" is defined in Section 2.21.11.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "FINANCIAL CONTRACT" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any agreements, devices or
arrangements providing for payments related to fluctuations of interest rates,
exchange rates, forward rates or commodity prices, including, but not limited
to, interest rate swap or exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency, interest rate options puts or warrants.

         "FLOATING RATE" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes.

         "FLOATING RATE ADVANCE" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "FLOATING RATE LOAN" means a Loan or portion thereof, which, except as
otherwise provided in Section 2.12, bears interest at the Floating Rate.

         "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Company or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Company, any of its respective
Subsidiaries or any member of its Controlled Group, (ii) is not covered by ERISA
pursuant to Section 4(b)(4) of ERISA, and (iii) under applicable local law, is
required to be funded through a trust or other funding vehicle.

         "FOREIGN SUBSIDIARY" means a Subsidiary of the Company which is not a
Domestic Subsidiary.

         "FORM 10" means the Form 10 General Report for Registration of
Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934 filed on July 3, 2001 by the Company (File No. 0001144215) with the
Commission in connection with the Spin-Off, together with all exhibits and
appendices thereto, as amended prior to the Closing Date.

         "GUARANTOR" means the Company and each Material Subsidiary of the
Company (other than an SPV) that is a Domestic Subsidiary as of the Closing Date
and each other Subsidiary that


                                       9
<PAGE>

has become a guarantor of the Obligations hereunder in accordance with the terms
of Section 6.10.

         "GUARANTY" means that certain Guaranty (and any and all supplements
thereto) executed from time to time by each Guarantor (other than the Company)
in favor of the Administrative Agent for the benefit of itself and the Lenders,
in substantially the form of Exhibit H attached hereto, as amended, restated,
supplemented or otherwise modified from time to time.

         "INDEBTEDNESS" of a Person means, without duplication, (a) Indebtedness
For Borrowed Money and (b) any other obligation or other financial accommodation
which in accordance with Agreement Accounting Principles would be shown as a
liability on the consolidated balance sheet of such Person (other than current
accounts payable arising in the ordinary course of such Person's business
payable on terms customary in the trade).

         "INDEBTEDNESS FOR BORROWED MONEY" of a Person means, without
duplication, (a) the obligations of such Person (i) for borrowed money or which
has been incurred in connection with the acquisition of property or assets
(other than current accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade), (ii) under or with
respect to notes payable and drafts accepted which represent extensions of
credit (whether or not representing obligations for borrowed money) to such
Person, (iii) constituting reimbursement obligations with respect to letters of
credit issued for the account of such Person or (iv) for the deferred purchase
price of property or services (other than current accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (b) the Indebtedness For Borrowed Money of others, whether or not
assumed, secured by Liens on property of such Person or payable out of the
proceeds of, or production from, property or assets now or hereafter owned or
acquired by such Person, (c) the Capitalized Lease Obligations of such Person,
(d) the obligations of such Person under guaranties by such Person of any
Indebtedness For Borrowed Money (other than obligations for borrowed money
incurred to finance the purchase of property leased to such Person pursuant to a
Capitalized Lease of such Person) of any other Person, (e) all Receivable
Facility Attributed Indebtedness of such Person, (f) all Off-Balance Sheet
Liabilities of such Person, and (g) all Disqualified Stock.

         "INTEREST EXPENSE" means, for any period for any group of Persons, the
total gross interest expense of such group of Persons, whether paid or accrued,
including, without duplication, the interest component of Capitalized Leases,
commitment and letter of credit fees, the discount or implied interest component
of Off-Balance Sheet Liabilities, capitalized interest expense, pay-in-kind
interest expense, amortization of debt discount and net payments (if any)
pursuant to Financial Contracts relating to interest rate protection, all as
determined on a consolidated basis in conformity with Agreement Accounting
Principles.

         "INTEREST EXPENSE COVERAGE RATIO" is defined in Section 6.19.2.

         "INTEREST PERIOD" means, with respect to a Eurodollar Advance, a period
of seven days or one, two, three or six months or such other period agreed to by
the Lenders and the Borrowers, commencing on a Business Day selected by the
applicable Borrower pursuant to this Agreement. Such Interest Period shall end
on but exclude the day which corresponds numerically to such date seven days or
one, two, three or six months or such other agreed upon


                                       10
<PAGE>

period thereafter, provided, however, that if there is no such numerically
corresponding day in such seventh day or next, second, third or sixth succeeding
month or such other succeeding period, such Interest Period shall end on the
last Business Day of such seventh day or next, second, third or sixth succeeding
month or such other succeeding period. If an Interest Period would otherwise end
on a day which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "IRS" means the United States Internal Revenue Service and any
successor agency.

         "LC FEE" is defined in Section 2.21.4.

         "LC ISSUER" means Bank One (or any Affiliate of Bank One designated by
Bank One) or any of the other Lenders, as applicable, in its respective capacity
as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount of all Facility LCs outstanding at such
time plus (ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations.

         "LC PAYMENT DATE" is defined in Section 2.21.5.

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lender" includes Bank One in its capacity as Swing Line
Lender.

         "LENDER INCREASE NOTICE" is defined in Section 2.24.1.

         "LENDING INSTALLATION" means, with respect to a Lender or the Agents,
the office, branch, subsidiary or affiliate of such Lender or Agent listed on
the signature pages hereof, or on the administrative information sheets provided
to the Administrative Agent in connection herewith, or on a Schedule or
otherwise selected by such Lender or Agent pursuant to Section 2.18.

         "LEVERAGE RATIO" is defined in Section 6.19.1.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement, and, in the case of stock, stockholders agreements, voting trust
agreements and all similar arrangements).

         "LOAN" means a Revolving Loan or a Swing Line Loan, as applicable.

         "LOAN DOCUMENTS" means this Agreement, the Facility LC Applications,
the Guaranty, each Assumption Letter executed hereunder, and all other
documents, instruments, notes (including any Notes issued pursuant to Section
2.14 (if requested)) and agreements executed in


                                       11
<PAGE>

connection herewith or therewith or contemplated hereby or thereby, as the same
may be amended, restated or otherwise modified and in effect from time to time.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, financial condition, operations or properties of the Company and its
Subsidiaries taken as a whole, (ii) the ability of the Company or any of its
Subsidiaries to perform its respective obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agents, the LC Issuers or the Lenders
thereunder.

         "MATERIAL INDEBTEDNESS" is defined in Section 7.5.

         "MATERIAL SUBSIDIARY" means each Borrower (other than the Company) and
any other Subsidiary of the Company that at any time has (i) assets with a total
book value equal to or greater than five percent (5%) of the aggregate book
value of the Consolidated Total Assets of the Company and its Subsidiaries or
(ii) Consolidated Net Worth that is equal to or greater than five percent (5%)
of the Consolidated Net Worth of the Company and its Subsidiaries, or (iii)
assets that contributed five percent (5%) or more of the Company's Consolidated
Net Income, in each case as reported in the most recent annual audited financial
statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the
delivery of the first of such annual audited financial statements, as reported
in the Combined Balance Sheets).

         "MODIFY" AND "MODIFICATION" are defined in Section 2.21.1.

         "MOODY'S" means Moody's Investors Service, Inc. and any successor
thereto.

         "MOODY'S RATING" is defined in the Pricing Schedule.

         "MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Company or any member
of its Controlled Group is a party to which more than one employer is obligated
to make contributions.

         "NET INCOME" means, for any period for any group of Persons, the net
earnings (or loss) after taxes of such group of Persons on a consolidated basis
for such period taken as a single accounting period determined in conformity
with Agreement Accounting Principles.

         "NET WORTH CONDITION" means the requirement that, as of the Spin-Off
Date and after the consummation of the Spin-Off Transactions (including as of
and after taking into account any post-Spin-Off adjustments or other
transactions between the Company or any of its Subsidiaries and NSI), the
Consolidated Net Worth of the Company and its Subsidiaries shall not be less
than the amount set forth in Section 6.19.3.

         "NON-U.S. LENDER" is defined in Section 3.5(iv).

         "NOTE" is defined in Section 2.14.

         "NOTICE TO CONVERT" is defined in Section 2.3.3.

         "NSI" means National Service Industries, Inc., a Delaware corporation.


                                       12
<PAGE>

         "OBLIGATIONS" means all Loans, Reimbursement Obligations, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrowers to
any of the Agents, any LC Issuer, any Lender, the Arranger, any affiliate of the
Agents, any LC Issuer, or any Lender, the Arranger, or any indemnitee under the
provisions of Section 10.6 or any other provisions of the Loan Documents, in
each case of any kind or nature, present or future, arising under this Agreement
or any other Loan Document, whether or not evidenced by any note, guaranty or
other instrument, whether or not for the payment of money, whether arising by
reason of an extension of credit, loan, foreign exchange risk, guaranty,
indemnification, or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired. The term includes, without
limitation, all interest, charges, expenses, fees, attorneys' fees and
disbursements, paralegals' fees (in each case whether or not allowed), and any
other sum chargeable to the Company or any of its Subsidiaries under this
Agreement or any other Loan Document.

         "OFF-BALANCE SHEET LIABILITY" of a Person means (i) Receivables
Facility Attributed Indebtedness and any repurchase obligation or liability of
such Person or any of its Subsidiaries with respect to Receivables or notes
receivable sold by such Person or any of its Subsidiaries (calculated to include
the unrecovered investment of purchasers or transferees of Receivables or any
other obligation of the Company or such transferor to purchasers/transferees of
interests in Receivables or notes receivable or the agent for such
purchasers/transferees), (ii) any liability under any sale and leaseback
transaction which is not a Capitalized Lease, (iii) any liability under any
financing lease or Synthetic Lease or "tax ownership operating lease"
transaction entered into by such Person, including any Synthetic Lease
Obligations, or (iv) any obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person, but excluding from this clause (iv) Operating Leases.

         "OPENING BALANCE SHEET DELIVERY DATE" means the date, which date shall
occur no later than ninety (90) days after the Spin-Off Date, on which the
Administrative Agent receives the Opening Pro Forma Balance Sheet pursuant to
Section 6.1(iv).

         "OPENING PRO FORMA BALANCE SHEET" means the opening consolidated pro
forma balance sheet of the Company and its consolidated Subsidiaries (which
shall be based on the actual October 31, 2001 financial statements of the
Company and its Subsidiaries and shall give pro forma effect to the consummation
of the Spin-Off) delivered pursuant to Section 6.01(iv).

         "OPERATING LEASE" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "ORIGINATOR" means the Company and/or any of its Subsidiaries in their
respective capacities as parties to any Receivables Purchase Documents, as
sellers or transferors of any Receivables and Related Security in connection
with a Permitted Receivables Transfer.

         "OTHER TAXES" is defined in Section 3.5(ii).


                                       13
<PAGE>

         "OUTSTANDING CREDIT EXPOSURE" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its Pro Rata Share of the obligations to
purchase participations in Swing Line Loans, plus (iii) an amount equal to its
Pro Rata Share of the LC Obligations at such time.

         "PARTICIPANTS" is defined in Section 13.2.1.

         "PAYMENT DATE" means the last day of each March, June, September and
December, the Commitment Termination Date and, if applicable, the Converted Loan
Termination Date.

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

         "PERFORMANCE LC" means a Facility LC that is a documentary letter of
credit which is drawable upon presentation of documents evidencing the sale or
shipment of goods purchased by the Company or a Subsidiary in the ordinary
course of business.

         "PERMITTED LIENS" means the Liens expressly permitted under clauses (i)
through (xv) of Section 6.13.

         "PERMITTED RECEIVABLES TRANSFER" means (i) a sale or other transfer by
an Originator to a SPV of Receivables and Related Security for fair market value
and without recourse (except for limited recourse typical of such structured
finance transactions), and/or (ii) a sale or other transfer (including the grant
of Liens) by a SPV to (a) purchasers of, lenders on or other investors in such
Receivables and Related Security (or interests therein) or (b) any other Person
(including a SPV) in a transaction in which purchasers or other investors
purchase or are otherwise transferred such Receivables and Related Security (or
interests therein including Liens), in each case pursuant to and in accordance
with the terms of the Receivables Purchase Documents.

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, and (iii) does not
rank at the time of such replacement, renewal, refinancing or extension senior
to the Indebtedness being replaced, renewed, refinanced or extended.

         "PERSON" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "PLAN" means an employee benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
as to which the Company or any member of its Controlled Group may have any
liability.

         "PRICING SCHEDULE" means the Schedule identifying the Applicable
Margin, Applicable Facility Fee Rate and Applicable Utilization Rate attached
hereto identified as such.


                                       14
<PAGE>

         "PRIME RATE" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "PRO FORMA FINANCIAL STATEMENTS" shall have the meaning given such term
in Section 5.4(b).

         "PROJECTIONS" shall have the meaning given such term in Section 5.4(b).

         "PROPERTY" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "PROPOSED NEW LENDER" is defined in Section 2.24.1.

         "PRO RATA SHARE" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of
this Agreement) and the denominator of which is the Aggregate Commitment at such
time, or, if the Aggregate Commitment has been terminated, a fraction the
numerator of which is such Lender's Outstanding Credit Exposure at such time and
the denominator of which is the sum of the Aggregate Outstanding Credit Exposure
at such time.

         "PURCHASE PRICE" means the total consideration and other amounts
payable in connection with any Acquisition, including, without limitation, any
portion of the consideration payable in cash, the value of any Capital Stock or
other equity interests of the Company or any Subsidiary issued as consideration
for such Acquisition, all Indebtedness, liabilities and contingent obligations
incurred or assumed in connection with such Acquisition and all transaction
costs and expenses incurred in connection with such Acquisition.

         "PURCHASERS" is defined in Section 13.3.1.

         "RECEIVABLE(S)" means and includes all of applicable Originator's or
SPV's presently existing and hereafter arising or acquired accounts, accounts
receivable, and all present and future rights of such Originator or SPV, as
applicable, to payment for goods sold or leased or for services rendered (except
those evidenced by instruments or chattel paper), whether or not they have been
earned by performance, and all rights in any merchandise or goods which any of
the same may represent, and all rights, title, security, contracts, books and
records, and guaranties with respect to each of the foregoing, including,
without limitation, any right of stoppage in transit.

         "RECEIVABLES AND RELATED SECURITY" means the Receivables and the
related security and collections with respect thereto which are sold or
transferred by any Originator or SPV in connection with any Permitted
Receivables Transfer.

         "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.


                                       15
<PAGE>

         "RECEIVABLES FACILITY FINANCING COSTS" means such portion of the cash
fees, service charges, and other costs, as well as all collections or other
amounts retained by purchasers of receivables pursuant to a receivables purchase
facility, which are in excess of amounts paid to the Company and its
consolidated Subsidiaries under any receivables purchase facility for the
purchase of receivables pursuant to such facility and are the equivalent of the
interest component of the financing if the transaction were characterized as an
on-balance sheet transaction.

         "RECEIVABLES PURCHASE DOCUMENTS" means any series of receivables
purchase or sale, credit or servicing agreements generally consistent with terms
contained in comparable structured finance transactions pursuant to which an
Originator or Originators sell or transfer to SPVs all of their respective
right, title and interest in and to certain Receivables and Related Security for
further sale or transfer (or granting of Liens) to other purchasers of or
investors in such assets or interests therein (and the other documents,
instruments and agreements executed in connection therewith), as any such
agreements may be amended, restated, supplemented or otherwise modified from
time to time, or any replacement or substitution therefor.

         "RECEIVABLES PURCHASE FINANCING" means any financing consisting of a
securitization facility made available to the Company or any of its consolidated
Subsidiaries, whereby the Receivables and Related Security (or interests
therein) of the Originators are transferred to one or more SPVs, and thereafter
to certain investors (or are used as collateral to enable one or more SPVs to
obtain loans from certain investors), pursuant to the terms and conditions of
the Receivables Purchase Documents.

         "REDEEMABLE PREFERRED STOCK" means, for any Person, any preferred stock
issued by such Person which is at any time prior to the Commitment Termination
Date, or, if the Company has elected to convert the Advances hereunder to a term
loan pursuant to Section 2.3.3, until the Converted Loan Termination Date,
either (i) mandatorily redeemable (by required sinking fund or similar payments
or otherwise) or (ii) redeemable at the option of the holder thereof.

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying margin stocks applicable to member banks of the
Federal Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official


                                       16
<PAGE>

interpretation of said Board of Governors relating to the extension of credit by
foreign lenders for the purpose of purchasing or carrying margin stock (as
defined therein).

         "REIMBURSEMENT OBLIGATIONS" means with respect to any LC Issuer, at any
time, the aggregate of all obligations of the Borrowers then outstanding under
Section 2.21 to reimburse such LC Issuer for amounts paid by such LC Issuer in
respect of any one or more drawings under Facility LCs issued by such LC Issuer;
or, as the context may require, all such Reimbursement Obligations then
outstanding to reimburse all of the LC Issuers.

         "REPORTABLE EVENT" means a reportable event, as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation or
otherwise waived the requirement of Section 4043(a) of ERISA that it be notified
within thirty (30) days of the occurrence of such event, provided, however, that
a failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable Event regardless of the issuance of
any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Code.

         "REQUIRED LENDERS" means Lenders in the aggregate having fifty-one
percent (51%) or more of the Aggregate Commitment or, if the Aggregate
Commitment has been terminated, Lenders in the aggregate holding fifty-one
percent (51%) or more of the Aggregate Outstanding Credit Exposure.

         "RESERVE REQUIREMENT" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
"Eurocurrency liabilities" (as defined in Regulation D).

         "RESPONSE DATE" is defined in Section 2.23.

         "REVOLVING LOAN" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (and any
conversion or continuation thereof).

         "REVOLVING LOAN TERMINATION DATE" means October 1, 2002, or any later
date as may be specified as the Revolving Loan Termination Date in accordance
with Section 2.23.

         "RISK BASED CAPITAL GUIDELINES" is defined in Section 3.2.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "S&P RATING" is defined in the Pricing Schedule.

         "SCHEDULE" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.


                                       17
<PAGE>

         "SELLING LENDER" is defined in Section 2.24.2.

         "SETTLEMENT DATE" is defined in Section 2.24.2.

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Company or any
member of its Controlled Group for employees of the Company or any member of its
Controlled Group.

         "SOLVENT" means, when used with respect to any Person, that at the time
of determination:

         (i)      the fair value of its assets (both at fair valuation and at
present fair saleable value) is equal to or in excess of the total amount of its
liabilities, including, without limitation, contingent liabilities; and

         (ii)     it is then able and expects to be able to pay its debts as
they mature; and

         (iii)    it has capital sufficient to carry on its business as
conducted and as proposed to be conducted.

         With respect to contingent liabilities (such as litigation, guarantees
and pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

         "SPIN-OFF" means the distribution by NSI to its stockholders in a
tax-free transaction of all of the outstanding capital stock of the Company such
that the Company will become a separate publicly-held corporation owned directly
by the stockholders of NSI to whom such distribution is made, in connection with
which the Company shall have received an opinion of counsel in form and
substance reasonably acceptable to the Administrative Agent concluding that the
Spin-Off will be treated as a tax-free distribution by NSI under Section 355 of
the Code (the "TAX OPINION").

         "SPIN-OFF DATE" means the date on which the Spin-Off Transactions are
consummated as contemplated by and in accordance with the Form 10.

         "SPIN-OFF TERMINATION DATE" means December 31, 2001, but only if the
Spin-Off Date has not occurred prior to such date.

         "SPIN-OFF TRANSACTIONS" means the series of transactions contemplated
by and described in the Form 10, including, but not limited to the Spin-Off.

         "SPV" means any special purpose entity established for the purpose of
purchasing receivables in connection with a Receivables Purchase Financing
permitted under the terms of this Agreement.

         "STANDBY LC" means any Facility LC other than a Performance LC.


                                       18
<PAGE>

         "STOCKHOLDERS' EQUITY" means, at any time, the shareholders' equity of
the Company and its consolidated Subsidiaries, as set forth or reflected on the
most recent consolidated balance sheet of the Company and its consolidated
Subsidiaries delivered pursuant to Section 6.1(i) and (ii), as applicable, but
excluding any Redeemable Preferred Stock of the Company or any of its
consolidated Subsidiaries.

         "SUBSIDIARY" of a Person means (i) any corporation more than fifty
percent (50%) of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the
Company.

         "SUBSIDIARY BORROWER" means each of the Company's Subsidiaries listed
on Schedule 1.1, and any other Subsidiaries of the Company duly designated by
the Company pursuant to Section 2.22 to request Credit Extensions hereunder,
which Subsidiary shall have delivered to the Administrative Agent an Assumption
Letter in accordance with Section 2.22 and such other documents as may be
required pursuant to this Agreement, in each case, together with its respective
successors and assigns, including a debtor-in-possession on behalf of such
Subsidiary Borrower.

         "SUBSTANTIAL PORTION" means, with respect to the Property of the
Company and its Subsidiaries, Property which (i) represents more than twenty
percent (20%) of the consolidated assets of the Company and its Subsidiaries as
would be shown in the consolidated financial statements of the Company and its
Subsidiaries as at the end of the four fiscal quarter period ending with the
fiscal quarter immediately prior to the fiscal quarter in which such
determination is made, or (ii) is responsible for providing more than twenty
percent (20%) of the Consolidated Net Income of the Company and its Subsidiaries
as reflected in the financial statements referred to in clause (i) above.

         "SWING LINE BORROWING NOTICE" is defined in Section 2.2.2.

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $20,000,000 at any
one time outstanding.

         "SWING LINE LENDER" means Bank One or such other Lender which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement.

         "SWING LINE LOAN" means a Loan made available to the Borrowers by the
Swing Line Lender pursuant to Section 2.2.

         "SYNDICATION AGENT" means Wachovia Bank, N.A. in its capacity as the
syndication agent for the Lenders pursuant to Article XI, and not in its
individual capacity as a Lender, and any successor Syndication Agent appointed
pursuant to Article XI.


                                       19
<PAGE>

         "SYNTHETIC LEASE" means any so-called "synthetic", off-balance sheet or
tax retention lease, or any other agreement for the use or possession of
property creating obligations that are not treated as a capital lease under
Agreement Accounting Principles, but that is treated as a financing under the
Code.

         "SYNTHETIC LEASE OBLIGATIONS" means, collectively, the payment
obligations of the Company or any of its Subsidiaries pursuant to a Synthetic
Lease.

         "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "TAX OPINION" is defined in the definition of "Spin-Off" above.

         "TRANSACTION DOCUMENTS" means the Loan Documents and the documents
executed and delivered by NSI, the Company or any of their respective
Subsidiaries in connection with the Spin-Off, including, without limitation, the
Form 10.

         "TRANSFEREE" is defined in Section 13.4.

         "TYPE" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "UNFUNDED LIABILITIES" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "UNMATURED DEFAULT" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "UTILIZATION FEE" is defined in Section 2.6.2.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

         "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled;


                                       20
<PAGE>

provided that in the case of clause (i) or (ii) above, there shall be excluded
(x) directors' qualifying shares, (y) nominal ownership interests in Foreign
Subsidiaries required to be held by third parties under the laws of the foreign
jurisdiction in which such Foreign Subsidiary is organized, or (z) Disqualified
Stock or Redeemable Preferred Stock.

        The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

        Any accounting terms used in this Agreement which are not specifically
defined herein shall have the meanings customarily given them in accordance with
Agreement Accounting Principles.

         1.2.     REFERENCES. Any references to the Company's Subsidiaries shall
not in any way be construed as consent by the Administrative Agent or any Lender
to the establishment, maintenance or acquisition of any Subsidiary, except as
may otherwise be permitted hereunder. All representations and warranties made on
and as of the Closing Date with respect to the Borrowers shall also be and be
deemed to include a reference to the Borrowers after taking into effect the
consummation of the Spin-Off.

         1.3.     SUPPLEMENTAL DISCLOSURE. At any time at the reasonable request
of the Administrative Agent (which shall not be done more frequently than on a
quarterly basis in the absence of a Default) and at such additional times as the
Company determines, the Company shall supplement each schedule or representation
herein or in the other Loan Documents with respect to any matter hereafter
arising which, if existing or occurring at the Effective Date, would have been
required to be set forth as an exception to such representation or which is
necessary to correct any information in such representation which has been
rendered materially inaccurate thereby. Notwithstanding that any such supplement
to such representation may disclose the existence or occurrence of events, facts
or circumstances which are either prohibited by the terms of this Agreement or
any other Loan Documents or which result in the material breach of any
representation or warranty, such supplement to such representation shall not be
deemed either an amendment thereof or a waiver of such breach unless expressly
consented to in writing by Administrative Agent and the requisite number of
Lenders under Section 8.2, and no such amendments, except as the same may be
consented to in a writing which expressly includes a waiver, shall be or be
deemed a waiver by the Administrative Agent or any Lender of any Default
disclosed therein. Any items disclosed in any such supplemental disclosures
shall be included in the calculation of any limits, baskets or similar
restrictions contained in this Agreement or any of the other Loan Documents.

                                   ARTICLE II

                                   THE CREDITS

         2.1.     Commitment. From and including the Closing Date and prior to
the Commitment Termination Date, upon the satisfaction of the conditions
precedent set forth in Section 4.1, 4.2 and 4.3, as applicable, each Lender
severally and not jointly agrees, on the terms and conditions set forth in this
Agreement, to (i) make Revolving Loans to the Borrowers in Dollars and (ii)
participate in Facility LCs issued upon the request of the Borrowers in Dollars,
from time to time


                                       21
<PAGE>

in amounts not to exceed in the aggregate at any one time outstanding of its Pro
Rata Share of the Available Aggregate Commitment; provided that at no time shall
the Aggregate Outstanding Credit Exposure hereunder exceed the Aggregate
Commitment. Subject to the terms of this Agreement, the Borrowers may borrow,
repay and reborrow Revolving Loans at any time prior to the Commitment
Termination Date. The Commitments to lend hereunder shall expire automatically
on the Commitment Termination Date. The LC Issuers will issue Facility LCs
hereunder on the terms and conditions set forth in Section 2.21.

         2.2.     Swing Line Loans.

         2.2.1.   Amount of Swing Line Loans. Upon the satisfaction of the
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to
be made on the date of the initial Advance hereunder, the satisfaction of the
conditions precedent set forth in Section 4.1 and 4.3 as well, from and
including the Closing Date and prior to the Commitment Termination Date, the
Swing Line Lender agrees, on the terms and conditions set forth in this
Agreement, to make Swing Line Loans, in Dollars, to the Borrowers from time to
time in an aggregate principal amount not to exceed the Swing Line Commitment,
provided that the Aggregate Outstanding Credit Exposure shall not at any time
exceed the Aggregate Commitment, and provided further that at no time shall the
sum of (i) the Swing Line Lender's share of the obligations to participate in
the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the
Swing Line Lender pursuant to Section 2.1, exceed the Swing Line Lender's
Commitment at such time. Subject to the terms of this Agreement, the Borrowers
may borrow, repay and reborrow Swing Line Loans at any time prior to the
Commitment Termination Date.

         2.2.2.   Borrowing Notice. The applicable Borrower shall deliver to the
Administrative Agent and the Swing Line Lender irrevocable notice (a "SWING LINE
BORROWING NOTICE") not later than 11:00 a.m. (Chicago time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $1,000,000 and
integral multiples of $500,000 in excess thereof. Each Swing Line Loan shall
bear interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is
paid, at a rate per annum equal to the Alternate Base Rate.

         2.2.3.   Making of Swing Line Loans. Promptly after receipt of a Swing
Line Borrowing Notice, the Administrative Agent shall notify each Lender by fax,
or other similar form of transmission, of the requested Swing Line Loan. Not
later than 2:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing
Line Lender shall make available the Swing Line Loan, in funds immediately
available in Chicago, to the Administrative Agent at its address specified
pursuant to Article XIV. The Administrative Agent will promptly make the funds
so received from the Swing Line Lender available to the applicable Borrower on
the Borrowing Date at the Administrative Agent's aforesaid address.

         2.2.4.   Repayment of Swing Line Loans. Each Swing Line Loan shall be
paid in full by the Borrowers on or before the fifth (5th) Business Day after
the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender
(i) may at any time in its sole discretion with respect to any outstanding Swing
Line Loan, or (ii) shall on the fifth (5th) Business Day after the


                                       22
<PAGE>

Borrowing Date of any Swing Line Loan, require each Lender (including the Swing
Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata
Share of such Swing Line Loan (including, without limitation, any interest
accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan.
Not later than 12:00 noon (Chicago time) on the date of any notice received
pursuant to this Section 2.2.4, each Lender shall make available its required
Revolving Loan, in funds immediately available in Chicago to the Administrative
Agent at its address specified pursuant to Article XIV. Revolving Loans made
pursuant to this Section 2.2.4 shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into Eurodollar
Loans in the manner provided in Section 2.10 and subject to the other conditions
and limitations set forth in this Article II. Unless a Lender shall have
notified the Swing Line Lender, prior to its making any Swing Line Loan, that
any applicable condition precedent set forth in Sections 4.1, 4.2 or 4.3 had not
then been satisfied, such Lender's obligation to make Revolving Loans pursuant
to this Section 2.2.4 to repay Swing Line Loans shall be unconditional,
continuing, irrevocable and absolute and shall not be affected by any
circumstances, including, without limitation, (a) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against any Agent,
the Swing Line Lender or any other Person, (b) the occurrence or continuance of
a Default or Unmatured Default, (c) any adverse change in the condition
(financial or otherwise) of any Borrower, or (d) any other circumstances,
happening or event whatsoever. In the event that any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 2.2.4,
the Administrative Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Administrative Agent receives such payment from such Lender
or such obligation is otherwise fully satisfied. In addition to the foregoing,
if for any reason any Lender fails to make payment to the Administrative Agent
of any amount due under this Section 2.2.4, such Lender shall be deemed, at the
option of the Administrative Agent, to have unconditionally and irrevocably
purchased from the Swing Line Lender, without recourse or warranty, an undivided
interest and participation in the applicable Swing Line Loan in the amount of
such Revolving Loan, and such interest and participation may be recovered from
such Lender together with interest thereon at the Federal Funds Effective Rate
for each day during the period commencing on the date of demand and ending on
the date such amount is received. On the Commitment Termination Date, the
Borrowers shall repay in full the outstanding principal balance of the Swing
Line Loans.

         2.3.     Required Payments; Termination.

         2.3.1.   Required Payments. This Agreement shall be effective until the
Commitment Termination Date, or, if the Company has elected to convert the
Advances hereunder to a term loan pursuant to Section 2.3.3, until the Converted
Loan Termination Date. Any outstanding Advances and all other unpaid Obligations
shall be paid in full by the Borrowers on the Commitment Termination Date, or,
if the Borrowers have elected to convert the Advances hereunder to a term loan
pursuant to Section 2.3.3, the Converted Loan Termination Date.

         2.3.2.   Termination. Notwithstanding the termination of this Agreement
on the Commitment Termination Date or the Converted Loan Termination Date, as
applicable, until all of the Obligations (other than contingent indemnity
obligations) shall have been fully paid and satisfied and all financing
arrangements among the Borrowers and the Lenders hereunder and under the other
Loan Documents shall have been terminated, all of the rights and remedies under


                                       23
<PAGE>

this Agreement and the other Loan Documents shall survive and the Administrative
Agent shall be entitled to retain its security interest in and to all existing
and future collateral (if any).

         2.3.3.   Conversion to Term Loan. Provided (i) the Spin-Off
Transactions have been consummated and evidence of the same shall have been
delivered to the Lenders and (ii) no Default or Unmatured Default shall be
continuing, from and after the Closing Date to and including the Commitment
Termination Date, at the Company's option upon written notice (a "NOTICE TO
CONVERT") to the Administrative Agent (which shall promptly notify all of the
Lenders), the Company, on behalf of all of the Borrowers, may convert the then
outstanding aggregate principal amount of the Advances hereunder to a term loan.
The Notice to Convert shall (i) expressly state the date on which such
conversion shall occur (such date being the "CONVERSION DATE"), which date shall
be a Business Day occurring on or before the Commitment Termination Date, (ii)
be irrevocable once given and (iii) constitute a representation and warranty by
the Borrowers that the conditions contained in Section 4.2 have been satisfied
as of the date of such Notice to Convert and as of the Conversion Date. Upon
delivery of such Notice to Convert, (i) the Borrowers' option to request
extensions of the Revolving Loan Termination Date under Section 2.23 and to
borrow and reborrow Revolving Loans hereunder shall terminate, (ii) the
Aggregate Commitment shall be reduced to zero, and (iii) the aggregate principal
balance of all Revolving Loans hereunder shall be due and payable on the earlier
of (a) the Converted Loan Termination Date and (b) the date on which all Loans
shall become due and payable under Article VIII.

         2.4.     Revolving Loans. Each Advance hereunder (other than any Swing
Line Loan) shall consist of Revolving Loans made from the several Lenders
ratably in proportion to the ratio that their respective Commitments bear to the
Aggregate Commitment.

         2.5.     Types of Advances. The Advances may be Revolving Loans
consisting of Floating Rate Advances or Eurodollar Advances, or a combination
thereof, selected by the applicable Borrower in accordance with Sections 2.9 and
2.10, or Swing Line Loans selected by the applicable Borrower in accordance with
Section 2.2.

         2.6.     Facility Fee; Utilization Fee; Reductions in Aggregate
Commitment.

         2.6.1.   Facility Fee. The Borrowers agree to pay to the Administrative
Agent for the account of each Lender a facility fee (the "FACILITY FEE") at a
per annum rate equal to the Applicable Facility Fee Rate on the average daily
amount of such Lender's Commitment (regardless of usage) (or, from and after the
Commitment Termination Date, such Lender's average daily Outstanding Credit
Exposure) from and including the Effective Date to and including the date on
which this Agreement is terminated in full and all Obligations hereunder have
been paid in full pursuant to Section 2.3, payable quarterly in arrears on each
Payment Date hereafter and until all Obligations hereunder have been paid in
full.

         2.6.2.   Utilization Fee. If, on any date prior to the Conversion Date,
the Aggregate Outstanding Credit Exposure of all the Lenders hereunder exceeds
thirty-three and one-third percent (33 1/3%) of the Aggregate Commitment
hereunder (or, if the Commitments have been terminated, the Aggregate Commitment
in effect immediately prior to such termination), the Borrowers will pay to the
Administrative Agent for the ratable benefit of the Lenders a


                                       24
<PAGE>

utilization fee (the "UTILIZATION FEE") at a per annum rate equal to the
Applicable Utilization Fee Rate on the Aggregate Outstanding Credit Exposure on
such date, payable quarterly in arrears on each Payment Date and on the date
this Agreement is terminated in full and all Obligations hereunder have been
paid in full pursuant to Section 2.3. From and after the Conversion Date, for
any period during which the Aggregate Outstanding Credit Exposure of all the
Lenders hereunder (other than contingent indemnity obligations) exceeds
thirty-three and one-third percent (33 1/3%) of the Aggregate Commitment as in
effect immediately prior to the conversion of the Advances hereunder to a term
loan on the Conversion Date, the Borrowers will pay to the Administrative Agent
for the ratable benefit of the Lenders a Utilization Fee at a per annum rate
equal to the Applicable Utilization Fee Rate on the Aggregate Outstanding Credit
Exposure on such date, payable quarterly in arrears on each Payment Date and on
the date this Agreement is terminated in full and all Obligations hereunder
(other than contingent indemnity obligations) have been paid in full pursuant to
Section 2.3.

         2.6.3.   Reductions in Aggregate Commitment. The Borrowers may
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in a minimum amount of $5,000,000 (and in multiples of $1,000,000 if
in excess thereof), upon at least three (3) Business Days' prior written notice
to the Administrative Agent of such reduction, which notice shall specify the
amount of any such reduction; provided, however, that the amount of the
Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit
Exposure. All accrued Facility Fees shall be payable on the effective date of
any termination of all or any part of the obligations of the Lenders to make
Credit Extensions hereunder.

         2.7.     Minimum Amount of Each Advance. Each Eurodollar Advance shall
be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in
excess thereof), and each Floating Rate Advance shall be in the minimum amount
of $1,000,000 (and in multiples of $250,000 if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the Available
Aggregate Commitment.

         2.8.     Optional Principal Payments. The Borrowers may from time to
time pay, without penalty or premium, all outstanding Floating Rate Advances, or
any portion of the outstanding Floating Rate Advances, in a minimum aggregate
amount of $1,000,000 or any integral multiple of $250,000 in excess thereof,
upon prior notice to the Administrative Agent at or before 12:00 noon (Chicago
time) one (1) Business Day prior to the date of such payment. The Borrowers may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon five (5) Business Days' prior notice to the
Administrative Agent. The Borrowers may at any time pay, without penalty or
premium, all outstanding Swing Line Loans, or, in a minimum amount of $1,000,000
and increments of $500,000 in excess thereof, any portion of the outstanding
Swing Line Loans, with notice to the Administrative Agent and the Swing Line
Lender by 12:00 noon (Chicago time) on the date of repayment.

         2.9.     Method of Selecting Types and Interest Periods for New
Advances.


                                       25
<PAGE>

         2.9.1.   Method of Selecting Types and Interest Periods for New
Advances. Other than with respect to Swing Line Loans (which shall be governed
by Section 2.2), the applicable Borrower shall select the Type of Advance and,
in the case of each Eurodollar Advance, the Interest Period applicable thereto
from time to time; provided that there shall be no more than ten (10) Interest
Periods in effect with respect to all of the Revolving Loans at any time, unless
such limit has been waived by the Administrative Agent in its sole discretion.
The applicable Borrower shall give the Administrative Agent irrevocable notice
(a "BORROWING NOTICE") not later than 10:00 a.m. (Chicago time) on the Borrowing
Date of each Floating Rate Advance, and three (3) Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

         (i)      the Borrowing Date, which shall be a Business Day, of such
                  Advance,

         (ii)     the aggregate amount of such Advance,

         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

         2.9.2.   Method of Borrowing. On each Borrowing Date, each Lender shall
make available its Loan or Loans, if any, not later than noon, Chicago time, in
Federal or other funds immediately available to the Administrative Agent, in
Chicago, Illinois at its address specified in or pursuant to Article XIV. Unless
the Administrative Agent determines that any applicable condition specified in
Article IV has not been satisfied, the Administrative Agent will make the funds
so received from the Lenders available to the applicable Borrower at the
Administrative Agent's aforesaid address by not later than 2:30 p.m. (Chicago
time). Notwithstanding the foregoing provisions of this Section 2.9.2, to the
extent that a Loan made by a Lender matures on the Borrowing Date of a requested
Loan, such Lender shall apply the proceeds of the Loan it is then making to the
repayment of principal of the maturing Loan.

         2.10.    Conversion and Continuation of Outstanding Advances; No
Conversion or Continuation of Eurodollar Advances After Default. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurodollar Advances pursuant to this Section
2.10 or are repaid in accordance with Section 2.8. Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or
was repaid in accordance with Section 2.8 or (y) the applicable Borrower shall
have given the Administrative Agent a Conversion/Continuation Notice (as defined
below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest Period
or be converted into a Floating Rate Advance. Subject to the terms of Section
2.7, the Borrowers may elect from time to time to convert all or any part of an
Advance of any Type into any other Type or Types of Advances; provided that any
conversion of any Eurodollar Advance shall be made on, and only on, the last day
of the Interest Period applicable thereto. Notwithstanding anything to the
contrary contained in this Section 2.10, no Advance may be converted or
continued as a Eurodollar Advance (except with the consent of the Required
Lenders) when any Default or Unmatured Default is continuing. The applicable
Borrower shall give the Administrative Agent irrevocable notice (a
"CONVERSION/CONTINUATION


                                       26
<PAGE>

NOTICE") of each conversion of an Advance or continuation of a Eurodollar
Advance not later than 10:00 a.m. (Chicago time) at least one (1) Business Day,
in the case of a conversion into a Floating Rate Advance, or three (3) Business
Days, in the case of a conversion into or continuation of a Eurodollar Advance,
prior to the date of the requested conversion or continuation, specifying:

         (i)      the requested date, which shall be a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate amount and Type of the Advance which is to be
                  converted or continued, and

         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

Promptly after receipt of any Conversion/Continuation Notice, the Administrative
Agent shall provide the Lenders with notice thereof.

         2.11.    Changes in Interest Rate, etc. Each Floating Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is automatically converted
from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10,
to but excluding the date it is paid or is converted into a Eurodollar Advance
pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate
for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined by the Administrative Agent
as applicable to such Eurodollar Advance based upon the applicable Borrower's
selections under Sections 2.9 and 2.10 and otherwise in accordance with the
terms hereof. Prior to the Commitment Termination Date, no Interest Period may
end after the earlier of (a) the Revolving Loan Termination Date and (b) the
Conversion Date; and, if the Borrowers have elected to convert the Advances to a
term loan pursuant to Section 2.3.3, from and after the Conversion Date, no
Interest Period may end after the Converted Loan Termination Date.

         2.12.    Rates Applicable After Default. During the continuance of a
Default (including the Borrowers' failure to pay any Loan at maturity) the
Required Lenders may, at their option, by notice to the Borrowers (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) the Advances, all fees or any other
Obligations hereunder shall bear interest at the Floating Rate plus 2% per annum
and (ii) the LC Fee shall be increased by 2% per annum, provided that, during
the continuance of a Default under Section 7.6 or 7.7, such interest rate and
such increase in the LC Fee set forth above shall be applicable to all Credit
Extensions, Advances, fees and other Obligations hereunder without any election
or action on the part of the Administrative Agent, any LC Issuer or any Lender.


                                       27
<PAGE>

         2.13.    Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIV, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Company, by 12:00 noon (Chicago time) on the date when due and shall (except
(i) in the case of Reimbursement Obligations for which the applicable LC Issuer
has not been fully indemnified by the Lenders or (ii) with respect to repayments
of Swing Line Loans) be applied ratably by the Administrative Agent among the
Lenders. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds that the Administrative Agent received at such
Lender's address specified pursuant to Article XIV or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender. Each reference to the Administrative Agent in this Section 2.13
shall also be deemed to refer, and shall apply equally, to the applicable LC
Issuer, in the case of payments required to be made by the applicable Borrower
to such LC Issuer pursuant to Section 2.21.6. The Administrative Agent is hereby
authorized to charge the account of the Borrowers maintained with Bank One or
any of its Affiliates for each payment of principal, interest and fees as it
becomes due hereunder.

         2.14.    Noteless Agreement; Evidence of Indebtedness.

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

         (ii)     The Administrative Agent shall also maintain accounts in which
it will record (a) the date and the amount of each Revolving Loan made hereunder
and Type thereof and the Interest Period, if any, applicable thereto, (b) the
amount of any principal or interest due and payable or to become due and payable
from any Borrower to each Lender hereunder, (c) the effective date and amount of
each Assignment Agreement delivered to and accepted by it and the parties
thereto pursuant to Section 13.3, (d) the original stated amount of each
Facility LC and the amount of LC Obligations outstanding at any time, (e) the
amount of any sum received by the Administrative Agent hereunder from the
Borrowers and each Lender's share thereof, and (f) all other appropriate debits
and credits as provided in this Agreement, including, without limitation, all
fees, charges, expenses and interest.

         (iii)    The entries maintained in the accounts maintained pursuant to
clauses (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded in the absence of manifest error;
provided, however, that the failure of the Administrative Agent or any Lender to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrowers to repay the Obligations in accordance with their
terms.

         (iv)     Any Lender may request that its Loans be evidenced by a
promissory note or, in the case of the Swing Line Lender, promissory notes
representing its Revolving Loans and Swing Line Loans, respectively,
substantially in the form of Exhibit E, with appropriate changes for notes
evidencing Swing Line Loans (each, a "NOTE"). In such event, the Borrowers shall


                                       28
<PAGE>

prepare, execute and deliver to such Lender such Note or Notes payable to the
order of such Lender. Thereafter, the Loans evidenced by each such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 13.3) be represented by one or more Notes payable to the order of the
payee named therein or any assignee pursuant to Section 13.3, except to the
extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in clauses (i) and (ii) above.

         2.15.    Telephonic Notices. The Borrowers hereby authorize the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and transfer funds based on telephonic notices
made by any person or persons the Administrative Agent or any Lender in good
faith believes to be acting on behalf of a Borrower, it being understood that
the foregoing authorization is specifically intended to allow Borrowing Notices
and Conversion/Continuation Notices to be given telephonically. The Borrowers
agree to deliver promptly to the Administrative Agent a written confirmation,
signed by an Authorized Officer, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall govern absent manifest error.

         2.16.    Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each Floating Rate Advance and Swing Line Loan shall be payable in
arrears on each Payment Date, commencing with the first such date to occur after
the Closing Date, on any date on which the Floating Rate Advance or Swing Line
Loan is prepaid, whether due to acceleration or otherwise, and at maturity.
Interest accrued on that portion of the outstanding principal amount of any
Floating Rate Advance converted into a Eurodollar Advance on a day other than a
Payment Date shall be payable on the date of conversion. Interest accrued on
each Eurodollar Advance shall be payable on the last day of its applicable
Interest Period, on any date on which the Eurodollar Advance is prepaid, whether
by acceleration or otherwise, and at maturity; provided, that interest accrued
on each Eurodollar Advance having an Interest Period longer than three (3)
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest on Eurodollar Advances and Swing Line Loans and
LC Fees, Facility Fees and Utilization Fees shall be calculated for actual days
elapsed on the basis of a 360-day year; interest on Floating Rate Advances shall
be calculated for actual days elapsed on the basis of a 365/366-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to 12:00 noon
(Chicago time) at the place of payment. If any payment of principal of or
interest on an Advance, any fees or any other amounts payable to any Agent or
any Lender hereunder shall become due on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest, fees and commissions in connection with such payment.

         2.17.    Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Administrative Agent
will notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder. Promptly after notice
from the applicable LC Issuer, the Administrative Agent will


                                       29
<PAGE>

notify each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Administrative Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

         2.18.    Lending Installations. Subject to the provisions of Section
3.6, each Lender may book its Loans and its participation in any LC Obligations
and the LC Issuers may book the Facility LCs at any Lending Installation
selected by such Lender or the applicable LC Issuer, as the case may be, and may
change its Lending Installation from time to time. All terms of this Agreement
shall apply to any such Lending Installation and the Loans, Facility LCs,
participations in LC Obligations and any Notes issued hereunder shall be deemed
held by each Lender or the applicable LC Issuer, as the case may be, for the
benefit of any such Lending Installation. Subject to the provisions of Section
3.6, each Lender and each LC Issuer may, by written notice to the Administrative
Agent and the Company in accordance with Article XIV, designate replacement or
additional Lending Installations through which Loans will be made by it or
Facility LCs will be issued by it and for whose account Loan payments or
payments with respect to Facility LCs are to be made.

         2.19.    Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the time on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of a Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or Borrower, as the case may be, has not in fact made
such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three (3) days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by a Borrower, the interest rate applicable to the relevant Loan,
including the interest rate applicable pursuant to Section 2.12.

         2.20.    Replacement of Lender. The Borrowers shall have the right, in
their sole discretion, at any time and from time to time to terminate or replace
the Commitment of any Lender (an "AFFECTED LENDER"), in whole, upon at least
thirty (30) days' prior notice to the Administrative Agent and such Lender, (a)
if such Lender has failed or refused to make available the full amount of any
Revolving Loans as required by its Commitment hereunder, (b) if such Lender has
been merged or consolidated with, or transferred all or substantially all of its
assets to, or otherwise been acquired by any other Person, or (c) if such Lender
has demanded that the Borrowers make any additional payment to any Lender
pursuant to Section 3.1, 3.2 or 3.5, or if such Lender's obligation to make or
continue, or convert Floating Rate Advances into, Eurodollar Advances has been
suspended pursuant to Section 3.3; provided, however that no such Commitment
termination shall reduce the Aggregate Commitment by more than fifteen


                                       30
<PAGE>

percent (15%) thereof; provided further, that no Default or Unmatured Default
shall have occurred and be continuing at the time of such termination or
replacement, and that, concurrently with such termination or replacement, (i) if
the Affected Lender is being replaced, another bank or other entity which is
reasonably satisfactory to the Borrowers and the Administrative Agent shall
agree, as of such date, to purchase for cash the Advances and other Obligations
due to the Affected Lender pursuant to an Assignment Agreement substantially in
the form of Exhibit C and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Affected Lender to be terminated
as of such date and to comply with the requirements of Section 13.3 applicable
to assignments, (ii) the Borrowers shall pay to such Affected Lender in
immediately available funds on the day of such replacement (A) all interest,
fees and other amounts then accrued but unpaid to such Affected Lender by the
Borrowers hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
to the extent applicable, and (B) an amount, if any, equal to the payment which
would have been due to such Lender on the day of such replacement under Section
3.4 had the Loans of such Affected Lender been prepaid on such date rather than
sold to the replacement Lender, and (iii) if the Affected Lender is being
terminated, the Borrowers shall pay to such Affected Lender all Obligations due
to such Affected Lender (including the amounts described in the immediately
preceding clauses (i) and (ii) plus the outstanding principal balance of such
Affected Lender's Credit Extensions).

         2.21.    Facility LCs.

         2.21.1.  Issuance; Transitional Facility LCs.

         (i)      Issuance. The LC Issuers hereby agree, on the terms and
conditions set forth in this Agreement, to issue standby and performance letters
of credit in Dollars (each, together with the letters of credit deemed issued by
the LC Issuers hereunder pursuant to Section 2.21.1(ii), a "FACILITY LC") and to
renew, extend, increase, decrease or otherwise modify each Facility LC
("MODIFY," and each such action a "MODIFICATION"), from time to time from and
including the Closing Date and prior to the Revolving Loan Termination Date upon
the request of any Borrower; provided that immediately after each such Facility
LC is issued or Modified, (i) the aggregate amount of the outstanding LC
Obligations shall not exceed $75,000,000 and (ii) the Aggregate Outstanding
Credit Exposure shall not exceed the Aggregate Commitment. Any Facility LC (x)
may contain customary "evergreen" provisions pursuant to which the expiry date
is automatically extended for a specific time period unless the LC Issuer gives
notice to the beneficiary of such Facility LC at least a specified time prior to
the expiry date then in effect and/or (y) may have an expiration date more than
one year from the date of issuance if required under related industrial revenue
bond documents and agreed to by the LC Issuer; provided that no Facility LC
shall have an expiry date later than the first anniversary of the then effective
Revolving Loan Termination Date.

         (ii)     Transitional Provision. Schedule 2.21 contains a schedule of
certain letters of credit issued for the account of the Borrowers prior to the
Closing Date. Subject to the satisfaction of the conditions contained in
Sections 4.1, 4.2 and 4.3, from and after the Closing Date such letters of
credit shall be deemed to be Facility LCs issued pursuant to this Section 2.21.


                                       31
<PAGE>

         2.21.2.  Participations. On the Closing Date, with respect to the
Facility LCs identified on Schedule 2.21, and upon the issuance or Modification
by the applicable LC Issuer of a Facility LC in accordance with this Section
2.21, such LC Issuer shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably sold to each Lender, and each
Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from such LC Issuer, a participation
in such Facility LC (and each Modification thereof) and the related LC
Obligations in proportion to its Pro Rata Share.

         2.21.3.  Notice. Subject to Section 2.21.1, the applicable Borrower
shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at
least five (5) Business Days prior to the proposed date of issuance or
Modification of each Facility LC, specifying the beneficiary, the proposed date
of issuance (or Modification) and the expiry date of such Facility LC, and
describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby. Upon receipt of such notice, the
applicable LC Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender, of the contents thereof
and of the amount of such Lender's participation in such proposed Facility LC.
The issuance or Modification by any LC Issuer of any Facility LC shall, in
addition to the conditions precedent set forth in Article IV (the satisfaction
of which such LC Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Facility LC shall be satisfactory to such LC
Issuer and that the applicable Borrower shall have executed and delivered such
application agreement and/or such other instruments and agreements relating to
such Facility LC as the applicable LC Issuer shall have reasonably requested
(each, a "FACILITY LC APPLICATION"). In the event of any conflict between the
terms of this Agreement and the terms of any Facility LC Application, the terms
of this Agreement shall control.

         2.21.4.  LC Fees. With respect to each Standby LC, the Borrowers shall
pay to the Administrative Agent, for the account of the Lenders ratably in
accordance with their respective Pro Rata Shares, a letter of credit fee at a
per annum rate equal to the Applicable Margin for Eurodollar Loans in effect
from time to time on the average daily undrawn stated amount under such Standby
LC, such fees to be payable in arrears on each Payment Date (each such fee
described in this sentence being an "LC FEE"). The Borrowers shall also pay to
each LC Issuer for its own account (x) at the time of such LC Issuer's issuance
of any Standby LC, a fronting fee equal to 0.125% per annum on the initial
stated amount available for drawing under each such Facility LC issued by such
LC Issuer, and (y) other customary, documentary and processing charges in
connection with the issuance or Modification of and draws under Facility LCs in
accordance with the applicable LC Issuer's standard schedule for such charges as
in effect from time to time.

         2.21.5.  Administration; Reimbursement by Lenders. Upon receipt from
the beneficiary of any Facility LC of any demand for payment under such Facility
LC, the applicable LC Issuer shall notify the Administrative Agent and the
Administrative Agent shall promptly notify the Company and each other Lender as
to the amount to be paid by such LC Issuer as a result of such demand and the
proposed payment date (the "LC PAYMENT DATE"). The responsibility of each LC
Issuer to the Borrowers and each Lender shall be only to determine that the
documents (including each demand for payment) delivered under each Facility LC
issued by such LC Issuer in connection with such presentment shall be in
conformity in all material respects with such Facility LC. Each LC Issuer shall
endeavor to exercise the same care in the issuance and


                                       32
<PAGE>

administration of the Facility LCs issued by such LC Issuer as it does with
respect to letters of credit in which no participations are granted, it being
understood that in the absence of any gross negligence or willful misconduct by
the applicable LC Issuer, each Lender shall be unconditionally and irrevocably
liable without regard to the occurrence of any Default, the Commitment
Termination Date or any condition precedent whatsoever, to reimburse such LC
Issuer on demand for (i) such Lender's Pro Rata Share of the amount of each
payment made by such LC Issuer under each Facility LC issued by such LC Issuer
to the extent such amount is not reimbursed by the Borrowers pursuant to Section
2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by
such Lender, for each day from the date of the applicable LC Issuer's demand for
such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time)
on such date, from the next succeeding Business Day) to the date on which such
Lender pays the amount to be reimbursed by it, at a rate of interest per annum
equal to the Federal Funds Effective Rate for the first three days and,
thereafter, at a rate of interest equal to the rate applicable to Floating Rate
Advances.

         2.21.6.  Reimbursement by the Borrowers. The Borrowers shall be
irrevocably and unconditionally obligated to reimburse the LC Issuers on or
before the applicable LC Payment Date for any amounts to be paid by any LC
Issuer upon any drawing under any Facility LC issued by such LC Issuer, without
presentment, demand, protest or other formalities of any kind; provided that
neither any Borrower nor any Lender shall hereby be precluded from asserting any
claim for direct (but not consequential) damages suffered by such Borrower or
such Lender to the extent, but only to the extent, caused by (i) the willful
misconduct or gross negligence of the applicable LC Issuer in determining
whether a request presented under any Facility LC issued by it complied with the
terms of such Facility LC or (ii) the applicable LC Issuer's failure to pay
under any Facility LC issued by it after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC. Commencing
on the date that the Administrative Agent gives notice to the Company by 11:00
a.m. (Chicago time) as required under Section 2.21.5 of the applicable LC
Payment Date, all such amounts paid by any LC Issuer and remaining unpaid by the
Borrowers shall bear interest, payable on demand, for each day from and
including such LC Payment Date until paid at a rate per annum equal to (x) the
rate applicable to Floating Rate Advances for such day if such day falls on or
before the applicable LC Payment Date and (y) the sum of 2% plus the rate
applicable to Floating Rate Advances for such day if such day falls after such
LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance
with its Pro Rata Share all amounts received by it from the Borrowers for
application in payment, in whole or in part, of the Reimbursement Obligation in
respect of any Facility LC issued by such LC Issuer, but only to the extent such
Lender has made payment to such LC Issuer in respect of such Facility LC
pursuant to Section 2.21.5. Subject to the terms and conditions of this
Agreement (including without limitation the submission of a Borrowing Notice in
compliance with Section 2.9 and the satisfaction of the applicable conditions
precedent set forth in Article IV), the applicable Borrower may request an
Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

         2.21.7.  Obligations Absolute. The Borrowers' obligations under this
Section 2.21 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which any
Borrower may have or have had against any LC Issuer, any Lender or any
beneficiary of a Facility LC. The Borrowers further agree with the LC Issuers
and the Lenders that the LC Issuers and the Lenders shall not be responsible
for, and no


                                       33
<PAGE>

Borrower's Reimbursement Obligation in respect of any Facility LC shall be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even if such documents should in fact prove to be in
any or all respects invalid, fraudulent or forged, or any dispute between or
among any Borrower, any of its Affiliates, the beneficiary of any Facility LC or
any financing institution or other party to whom any Facility LC may be
transferred or any claims or defenses whatsoever of any Borrower or of any of
its Affiliates against the beneficiary of any Facility LC or any such
transferee. No LC Issuer 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 Facility LC. The Borrowers agree that any
action taken or omitted by any LC Issuer or any Lender under or in connection
with each Facility LC and the related drafts and documents, if done without
gross negligence or willful misconduct, shall be binding upon the Borrowers and
shall not put any LC Issuer or any Lender under any liability to the Borrowers.
Nothing in this Section 2.21.7 is intended to limit the right of the Borrowers
to make a claim against any LC Issuer for damages as contemplated by the proviso
to the first sentence of Section 2.21.6.

         2.21.8.  Actions of LC Issuers. Each LC Issuer shall be entitled to
rely, and shall be fully protected in relying, upon any Facility LC, draft,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and statements of legal
counsel, independent accountants and other experts selected by such LC Issuer.
Each LC Issuer shall be fully justified in failing or refusing to take any
action under this Agreement unless it shall first have received such advice or
concurrence of the Required Lenders as it reasonably deems appropriate or it
shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. Notwithstanding any other
provision of this Section 2.21, each LC Issuer shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon the
Lenders and any future holders of a participation in any Facility LC.

         2.21.9.  Indemnification. The Borrowers hereby agree to indemnify and
hold harmless each Lender, each LC Issuer and the Administrative Agent, and
their respective directors, officers, agents and employees from and against any
and all claims and damages, losses, liabilities, costs or expenses which such
Lender, such LC Issuer or the Administrative Agent may incur (or which may be
claimed against such Lender, such LC Issuer or the Administrative Agent by any
Person whatsoever) by reason of or in connection with the issuance, execution
and delivery or transfer of or payment or failure to pay under any Facility LC
or any actual or proposed use of any Facility LC, including, without limitation,
any claims, damages, losses, liabilities, costs or expenses which any LC Issuer
may incur by reason of or in connection with (i) the failure of any other Lender
to fulfill or comply with its obligations to such LC Issuer hereunder (but
nothing herein contained shall affect any rights the Borrowers may have against
any defaulting Lender) or (ii) by reason of or on account of such LC Issuer
issuing any Facility LC which specifies that the term "Beneficiary" included
therein includes any successor by operation of law of the named Beneficiary, but
which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document,


                                       34
<PAGE>

satisfactory to such LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Borrowers shall not be required to indemnify any
Lender, any LC Issuer or the Administrative Agent for any claims, damages,
losses, liabilities, costs or expenses to the extent, but only to the extent,
caused by (x) the willful misconduct or gross negligence of the applicable LC
Issuer in determining whether a request presented under any Facility LC issued
by such LC Issuer complied with the terms of such Facility LC or (y) any LC
Issuer's failure to pay under any Facility LC issued by such LC Issuer after the
presentation to it of a request strictly complying with the terms and conditions
of such Facility LC. Nothing in this Section 2.21.9 is intended to limit the
obligations of the Borrowers under any other provision of this Agreement.

         2.21.10. Lenders' Indemnification. Each Lender shall, ratably in
accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and
their respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrowers) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees' gross negligence or willful
misconduct or the applicable LC Issuer's failure to pay under any Facility LC
issued by such LC Issuer after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC) that such
indemnitees may suffer or incur in connection with this Section 2.21 or any
action taken or omitted by such indemnitees hereunder.

         2.21.11. Facility LC Collateral Account.

         (i)      Each Borrower agrees that it will, as required by Section 8.1
and until the final expiration date of any Facility LC and thereafter as long as
any amount is payable to the LC Issuers or the Lenders in respect of any
Facility LC, maintain a special collateral account pursuant to arrangements
satisfactory to the Administrative Agent (the "FACILITY LC COLLATERAL ACCOUNT")
at the Administrative Agent's office at the address specified pursuant to
Article XIV, in the name of such Borrower but under the sole dominion and
control of the Administrative Agent, for the benefit of the Lenders and in which
such Borrower shall have no interest other than as set forth in this Section
2.21.11. Each Borrower hereby pledges, assigns and grants to the Administrative
Agent, on behalf of and for the ratable benefit of the Lenders and the LC
Issuers, a security interest in all of such Borrower's right, title and interest
in and to all funds which may from time to time be on deposit in the Facility LC
Collateral Account to secure the prompt and complete payment and performance of
the Obligations. The Administrative Agent will invest any funds on deposit from
time to time in the Facility LC Collateral Account in certificates of deposit of
Bank One having a maturity not exceeding 30 days. Nothing in this Section
2.21.11 shall either obligate the Administrative Agent to require the Borrowers
to deposit any funds in the Facility LC Collateral Account or limit the right of
the Administrative Agent to release any funds held in the Facility LC Collateral
Account in each case other than as required by clause (iv) below.

         (ii)     If at any time while any Default is continuing, the
Administrative Agent determines that the Collateral Shortfall Amount at such
time is greater than zero, the Administrative Agent may make demand on the
Borrowers to pay, and the Borrowers will, forthwith upon such demand and without
any further notice or act, pay to the Administrative Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account.


                                       35
<PAGE>

         (iii)    The Administrative Agent may at any time or from time to time
after funds are deposited in the Facility LC Collateral Account, apply such
funds to the payment of the Obligations as shall from time to time have become
due and payable by any Borrower to the Lenders or the LC Issuers under the Loan
Documents.

         (iv)     If any Default is continuing, neither the Borrowers nor any
Person claiming on behalf of or through the Borrowers shall have any right to
withdraw any of the funds held in the Facility LC Collateral Account. After all
of the Obligations have been indefeasibly paid in full (other than contingent
indemnity obligations) and the Aggregate Commitment has been terminated, any
funds remaining in the Facility LC Collateral Account shall be returned by the
Administrative Agent to the Borrowers or paid to whomever may be legally
entitled thereto at such time.

         2.21.12. Rights as a Lender. In its capacity as a Lender, each LC
Issuer shall have the same rights and obligations as any other Lender.

         2.22.    Subsidiary Borrowers. The Company may at any time or from time
to time, add as a party to this Agreement any Wholly-Owned Subsidiary to be a
Subsidiary Borrower hereunder by the execution and delivery to the
Administrative Agent and the Lenders of (a) a duly completed Assumption Letter
by such Subsidiary, with the written consent of the Borrowers at the foot
thereof, (b) such guaranty and subordinated intercompany indebtedness documents
and, if applicable, security documents as may be reasonably required by the
Administrative Agent and such other opinions, agreements, documents,
certificates or other items as may be required by Section 4.3, such documents
with respect to any additional Subsidiaries to be substantially similar in form
and substance to the Loan Documents executed on or about the date hereof by the
Subsidiaries parties hereto as of the Closing Date. No Foreign Subsidiary may be
a Subsidiary Borrower. Upon such execution, delivery and consent such Subsidiary
shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if
it had executed and delivered this Agreement. So long as the principal of and
interest on any Credit Extensions made to any Subsidiary Borrower under this
Agreement shall have been repaid or paid in full, all Facility LCs issued for
the account of such Subsidiary Borrower have expired or been returned and
terminated and all other Obligations (other than contingent indemnity
obligations) of such Subsidiary Borrower under this Agreement shall have been
fully performed, the Company may, by not less than five (5) Business Days' prior
notice to the Administrative Agent (which shall promptly notify the Lenders
thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower"
or "Borrower," and such Subsidiary Borrower shall be released from any future
liability (other than contingent indemnity obligations) as a "Subsidiary
Borrower" or "Borrower" hereunder or under the other Loan Documents. The
Administrative Agent shall give the Lenders written of the addition of any
Subsidiary Borrowers to this Agreement.

         2.23.    Extension of Revolving Loan Termination Date. The Company, on
behalf of all of the Borrowers, may request extensions of the Revolving Loan
Termination Date by submitting a request for an extension to the Administrative
Agent (each, an "EXTENSION REQUEST") no more than sixty (60) and no less than
forty-five (45) days prior to the then effective Revolving Loan Termination
Date, which Extension Request shall specify (i) the new Revolving Loan
Termination Date requested by the Borrowers, which new Revolving Loan
Termination Date shall be a date not later than 364 days after the then current
Revolving Loan Termination Date


                                       36
<PAGE>

and (ii) the date (which must be not more than thirty (30) days nor less than
fifteen (15) days prior to the then effective Revolving Loan Termination Date)
as of which the Lenders must respond to the Extension Request (the "RESPONSE
DATE"). Promptly upon receipt of an Extension Request, the Administrative Agent
shall notify each Lender thereof and shall request each Lender to approve the
Extension Request. Each Lender approving the Extension Request shall deliver its
written consent no later than the Response Date (and the failure to provide such
written consent by such date shall be deemed to be a decision not to extend).
The Commitment of each Lender that declines to extend with respect to the
Aggregate Commitment may, at the option of the Company, be replaced in
accordance with Section 13.3 (but only to the extent a replacement Lender is
then available) or the Aggregate Commitment reduced. All Obligations due to each
Lender that declines to extend its Commitment under this Section 2.23 shall be
paid in full by the Borrowers to the Administrative Agent for the account of
each such Lender on the then effective Revolving Loan Termination Date (without
giving effect to any such requested extension thereto). The Required Lenders and
the Borrowers must agree to any extension with respect to the Revolving Loan
Termination Date for any such extension to become effective, and the
Administrative Agent shall promptly notify the Borrowers and each Lender of any
new Revolving Loan Termination Date.

         2.24.    Increase of Commitments.

         (i)      At any time prior to the Conversion Date, the Company may
request that the Aggregate Commitment be increased; provided that, without the
prior written consent of all of the Lenders, (a) the Aggregate Commitment shall
at no time exceed $300,000,000 minus the aggregate amount of all reductions in
the Aggregate Commitment previously made pursuant to Section 2.6.3; and (b) each
such request shall be in a minimum amount of at least $25,000,000 and increments
of $5,000,000 in excess thereof. Such request shall be made in a written notice
given to the Administrative Agent and the Lenders by the Company not less than
twenty (20) Business Days prior to the proposed effective date of such increase,
which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the
proposed increase in the Aggregate Commitment and the proposed effective date of
such increase. In the event of such a Commitment Increase Notice, each of the
Lenders shall be given the opportunity to participate in the requested increase
ratably in proportions that their respective Commitments bear to the Aggregate
Commitment. No Lender shall have any obligation to increase its Commitment
pursuant to a Commitment Increase Notice. On or prior to the date that is
fifteen (15) Business Days after receipt of the Commitment Increase Notice, each
Lender shall submit to the Administrative Agent a notice indicating the maximum
amount by which it is willing to increase its Commitment in connection with such
Commitment Increase Notice (any such notice to the Administrative Agent being
herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender
Increase Notice to the Administrative Agent prior to the expiration of such
fifteen (15) Business Day period shall be deemed to have denied any increase in
its Commitment. In the event that the increases of Commitments set forth in the
Lender Increase Notices exceed the amount requested by the Company in the
Commitment Increase Notice, the Administrative Agent and the Arranger shall have
the right, in consultation with the Company, to allocate the amount of increases
necessary to meet the Company's Commitment Increase Notice. In the event that
the Lender Increase Notices are less than the amount requested by the Company,
not later than three (3) Business Days prior to the proposed effective date the
Company may notify the Administrative Agent of any financial institution that
shall have agreed


                                       37
<PAGE>

to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection with
the Commitment Increase Notice. Any Proposed New Lender shall be consented to by
the Administrative Agent (which consent shall not be unreasonably withheld). If
the Company shall not have arranged any Proposed New Lender(s) to commit to the
shortfall from the Lender Increase Notices, then the Company shall be deemed to
have reduced the amount of its Commitment Increase Notice to the aggregate
amount set forth in the Lender Increase Notices. Based upon the Lender Increase
Notices, any allocations made in connection therewith and any notice regarding
any Proposed New Lender, if applicable, the Administrative Agent shall notify
the Company and the Lenders on or before the Business Day immediately prior to
the proposed effective date of the amount of each Lender's and Proposed New
Lenders' Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the
Aggregate Commitment, which amounts shall be effective on the following Business
Day. Any increase in the Aggregate Commitment shall be subject to the following
conditions precedent: (A) the Company shall have obtained the consent thereto of
each Guarantor and its reaffirmation of the Loan Document(s) executed by it,
which consent and reaffirmation shall be in writing and in form and substance
reasonably satisfactory to the Administrative Agent, (B) as of the date of the
Commitment Increase Notice and as of the proposed effective date of the increase
in the Aggregate Commitment all representations and warranties shall be true and
correct in all material respects as though made on such date and no event shall
have occurred and then be continuing which constitutes a Default or Unmatured
Default, (C) the Borrowers, the Administrative Agent and each Proposed New
Lender or Lender that shall have agreed to provide a "Commitment" in support of
such increase in the Aggregate Commitment shall have executed and delivered a
"Commitment and Acceptance" substantially in the form of Exhibit J hereto, (D)
counsel for the Borrowers and for the Guarantors shall have provided to the
Administrative Agent supplemental opinions in form and substance reasonably
satisfactory to the Administrative Agent and (E) the Borrowers and the Proposed
New Lender shall otherwise have executed and delivered such other instruments
and documents as may be required under Article IV or that the Administrative
Agent shall have reasonably requested in connection with such increase. If any
fee shall be charged by the Lenders in connection with any such increase, such
fee shall be in accordance with then prevailing market conditions, which market
conditions shall have been reasonably documented by the Administrative Agent to
the Company. Upon satisfaction of the conditions precedent to any increase in
the Aggregate Commitment, the Administrative Agent shall promptly advise the
Company and each Lender of the effective date of such increase. Upon the
effective date of any increase in the Aggregate Commitment that is supported by
a Proposed New Lender, such Proposed New Lender shall be a party to this
Agreement as a Lender and shall have the rights and obligations of a Lender
hereunder and thereunder. Nothing contained herein shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase
its Commitment hereunder at any time.

         (ii)     For purposes of this clause (ii), (A) the term "Buying
Lender(s)" shall mean (1) each Lender the Effective Commitment Amount of which
is greater than its Commitment prior to the effective date of any increase in
the Aggregate Commitment, and (2) each Proposed New Lender that is allocated an
Effective Commitment Amount in connection with any Commitment Increase Notice
and (b) the term "Selling Lender(s)" shall mean each Lender whose Commitment is
not being increased from that in effect prior to such increase in the Aggregate
Commitment. Effective on the effective date of any increase in the Aggregate
Commitment pursuant to clause (i) above, each Selling Lender hereby sells,
grants, assigns and conveys to


                                       38
<PAGE>

each Buying Lender, without recourse, warranty, or representation of any kind,
except as specifically provided herein, an undivided percentage in such Selling
Lender's right, title and interest in and to its outstanding Loans in the
respective dollar amounts and percentages necessary so that, from and after such
sale, each such Selling Lender's outstanding Loans shall equal such Selling
Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts)
of the outstanding Loans. Effective on the effective date of the increase in the
Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby
purchases and accepts such grant, assignment and conveyance from the Selling
Lenders. Each Buying Lender hereby agrees that its respective purchase price for
the portion of the outstanding Loans purchased hereby shall equal the respective
dollar amount necessary so that, from and after such payments, each Buying
Lender's outstanding Loans shall equal such Buying Lender's Pro Rata Share
(calculated based upon the Effective Commitment Amounts) of the outstanding
Loans. Such amount shall be payable on the effective date of the increase in the
Aggregate Commitment by wire transfer of immediately available funds to the
Administrative Agent. The Administrative Agent, in turn, shall wire transfer any
such funds received to the Selling Lenders, in same day funds, for the sole
account of the Selling Lenders. Each Selling Lender hereby represents and
warrants to each Buying Lender that such Selling Lender owns the Loans being
sold and assigned hereby for its own account and has not sold, transferred or
encumbered any or all of its interest in such Loans, except for participations
which will be extinguished upon payment to Selling Lender of an amount equal to
the portion of the outstanding Loans being sold by such Selling Lender. Each
Buying Lender hereby acknowledges and agrees that, except for each Selling
Lender's representations and warranties contained in the foregoing sentence,
each such Buying Lender has entered into its Commitment and Acceptance with
respect to such increase on the basis of its own independent investigation and
has not relied upon, and will not rely upon, any explicit or implicit written or
oral representation, warranty or other statement of the Lenders or the
Administrative Agent concerning the authorization, execution, legality,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the other Loan Documents. The Borrowers hereby agree to compensate
each Selling Lender for all losses, expenses and liabilities incurred by each
Lender in connection with the sale and assignment of any Loan hereunder on the
terms and in the manner as set forth in Section 3.4.

         2.25.    Interest. In no event shall the amount of interest, and all
charges, amounts or fees contracted for, charged or collected pursuant to this
Agreement, the Notes or the other Loan Documents and deemed to be interest under
applicable law (collectively, "INTEREST") exceed the highest rate of interest
allowed by applicable law (the "MAXIMUM RATE"), and in the event any such
payment is inadvertently received by the Administrative Agent or any Lender then
the excess sum (the "EXCESS") shall be credited as a payment of principal,
unless the relevant Borrower shall notify the Administrative Agent in writing
that it elects to have the Excess returned forthwith. It is the express intent
hereof that no Borrower pay, and the Administrative Agent and the Lenders not
receive, directly or indirectly in any manner whatsoever, interest in excess of
that which may legally be paid by such Borrower under applicable law. The right
to accelerate maturity of any of the Obligations does not include the right to
accelerate any interest that has not otherwise accrued on the date of such
acceleration, and the Administrative Agent and the Lenders do not intend to
collect any unearned interest in the event of any such acceleration. All monies
paid to the Administrative Agent or the Lenders hereunder or under any of the
Notes or the other Loan Documents, whether at maturity or by prepayment, shall
be subject to rebate of unearned interest as and to the extent required by
applicable law. By the


                                       39
<PAGE>

execution of this Agreement, each Borrower covenants, to the fullest extent
permitted by law that (i) the credit or return of any Excess shall constitute
the acceptance by such Borrower of such Excess, and (ii) such Borrower shall not
seek or pursue any other remedy, legal or equitable, against the Administrative
Agent or any Lender, based in whole or in part upon contracting for charging or
receiving any Interest in excess of the Maximum Rate. For the purpose of
determining whether or not any Excess has been contracted for, charged or
received by the Administrative Agent or any Lender, all interest at any time
contracted for, charged or received from such Borrower in connection with this
Agreement, the Notes or any of the other Loan Documents shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread in
equal parts throughout the full term of the Commitments. Each Borrower, the
Administrative Agent and each Lender shall, to the maximum extent permitted
under applicable law, (i) characterize any non-principal payment as an expense,
fee or premium rather than as Interest and (ii) exclude voluntary prepayments
and the effects thereof. The provisions of this Section shall be deemed to be
incorporated into each Note and each of the other Loan Documents (whether or not
any provision of this Section is referred to therein). All such Loan Documents
and communications relating to any Interest owed by any Borrower and all figures
set forth therein shall, for the sole purpose of computing the extent of
obligations hereunder and under the Notes and the other Loan Documents be
automatically recomputed by such Borrower, and by any court considering the
same, to give effect to the adjustments or credits required by this Section.

                                   ARTICLE III

                             YIELD PROTECTION; TAXES

         3.1.     Yield Protection. If, on or after the Effective Date, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in any such law, rule, regulation, policy, guideline or directive or in
the interpretation or administration thereof by any governmental or quasi-
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or any LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  any LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or any LC Issuer in respect of its Eurodollar Loans,
                  Facility LCs or participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or any LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or any LC Issuer of making,


                                       40
<PAGE>

                  funding or maintaining its Eurodollar Loans or Commitment, or
                  of issuing or participating in Facility LCs, or reduces any
                  amount receivable by any Lender or any applicable Lending
                  Installation or any LC Issuer in connection with its
                  Eurodollar Loans or Commitment, Facility LCs or participations
                  therein, or requires any Lender or any applicable Lending
                  Installation or any LC Issuer to make any payment calculated
                  by reference to the amount of Eurodollar Loans or Commitment,
                  Facility LCs or participants therein held or interest of LC
                  Fees received by it, by an amount deemed material by such
                  Lender or such LC Issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or such LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or such LC Issuer, as the case may be, in connection with
such Eurodollar Loans or Commitment, Facility LCs or participations therein,
then, within fifteen (15) days of demand by such Lender, the Borrowers shall pay
such Lender or LC Issuer such additional amount or amounts as will compensate
such Lender or such LC Issuer, as the case may be, for such increased cost or
reduction in amount received; provided, that the Borrowers shall not be required
to compensate a Lender or LC Issuer under this Section for any increased costs
or reductions incurred more than 90 days prior to the date that such Lender or
LC Issuer notifies the Company in writing of such increased costs or reductions
and of such Lender's or LC Issuer's intention to claim compensation therefor;
provided, further, that if such adoption or such change giving rise to such
increased costs or reduction is retroactive such 90-day period shall be
extended to include the period of retroactive effect.

         3.2.     Changes in Capital Adequacy Regulations. If a Lender or any LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender, such LC Issuer, any Lending Installation of such Lender or such LC
Issuer, or any corporation controlling such Lender or such LC Issuer, is
increased as a result of a Change, then, within fifteen (15) days of demand by
such Lender, or such LC Issuer, the Borrowers shall pay such Lender or such LC
Issuer the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender or such LC
Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment to make Loans and issue or participate in Facility
LCs, as the case may be, hereunder (after taking into account such Lender's or
such LC Issuer's policies as to capital adequacy); provided, that the Borrowers
shall not be required to pay to such Lender or LC Issuer such additional amounts
under this Section for any amount incurred as a result of such Change more than
90 days prior to the date that such Lender or LC Issuer notifies the Company in
writing of such Change and of such Lender's or LC Issuer's intention to claim
compensation therefor; provided, further, that if such Change giving rise to
such amounts is retroactive such 90-day period shall be extended to include the
period of retroactive effect. "CHANGE" means (i) any change after the Effective
Date in the Risk-Based Capital Guidelines or (ii) any adoption of, change in, or
change in the interpretation or administration of any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the Effective Date
which affects the amount of capital required or expected to be maintained by any
Lender or any LC Issuer or any Lending Installation or any corporation
controlling any Lender or any LC Issuer. "RISK-BASED CAPITAL GUIDELINES" means
(i) the risk-based capital guidelines in effect in


                                       41
<PAGE>

the United States on the Effective Date, including transition rules, and (ii)
the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the Effective Date.

         3.3.     Availability of Types of Advances. If (x) any Lender
determines that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (y) the Required Lenders determine
that (i) deposits of a type and maturity appropriate to match fund Eurodollar
Advances are not available or (ii) the interest rate applicable to Eurodollar
Advances does not accurately reflect the cost of making or maintaining
Eurodollar Advances, or (iii) no reasonable basis exists for determining the
Eurodollar Base Rate, then the Administrative Agent shall suspend the
availability of Eurodollar Advances and require any affected Eurodollar Advances
to be immediately repaid or converted to Floating Rate Advances, subject to the
payment of any funding indemnification amounts required by Section 3.4.

         3.4.     Funding Indemnification. If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance is not made or continued, or a Floating Rate Advance is not
converted into a Eurodollar Advance, on the date specified by any Borrower for
any reason other than default by the Lenders, or a Eurodollar Advance is not
prepaid on the date specified by the applicable Borrower for any reason, the
Borrowers will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance.

         3.5.     Taxes.

         (i)      All payments by the Borrowers to or for the account of any
Lender, any LC Issuer or Agent hereunder or under any Note or Facility LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If any Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, any LC Issuer or Agent,
(a) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3.5) such Lender, such LC Issuer or Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (b) such Borrower shall make such deductions, (c) such
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Borrower shall furnish to the
Administrative Agent the original copy of a receipt evidencing payment thereof
within thirty (30) days after such payment is made.

         (ii)     In addition, the Borrowers hereby agree to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("OTHER TAXES").


                                       42
<PAGE>

         (iii)    The Borrowers hereby agree to indemnify the Agents, the LC
Issuers and each Lender for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed on amounts payable under
this Section 3.5) paid by the Agents, the LC Issuers or such Lender and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. Payments due under this indemnification shall be made within
thirty (30) days of the date the Agents, the LC Issuers or such Lender makes
demand therefor pursuant to Section 3.6.

         (iv)     Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "NON-U.S. LENDER") agrees
that it will, not more than ten (10) Business Days after the date on which it
becomes a party to this Agreement, (i) deliver to each of the Company and the
Administrative Agent two (2) duly completed copies of United States Internal
Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such
Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to each
of the Company and the Administrative Agent a United States Internal Revenue
Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Company and the Administrative
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, such additional forms or amendments thereto as may be reasonably
requested by the Company or the Administrative Agent. All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form or amendment with respect to it and such Lender
advises the Company and the Administrative Agent in writing that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (v)      For any period during which a Non-U.S. Lender has failed to
provide the Company with an appropriate form pursuant to clause (iv), above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States, and each Borrower, if required by law to do so, shall be
permitted to withhold such Taxes and pay the same to the appropriate United
States taxing authority; provided that, should a Non-U.S. Lender which is
otherwise exempt from or subject to a reduced rate of withholding tax become
subject to Taxes because of its failure to deliver a form required under clause
(iv), above, the Borrowers shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes.

         (vi)     Any Lender that is entitled to an exemption from or reduction
of withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Company (with a copy to the Administrative Agent),


                                       43
<PAGE>

at the time or times prescribed by applicable law, 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.

         (vii)    If the IRS or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a claim
that the Administrative Agent did not properly withhold tax from amounts paid to
or for the account of any Lender (because the appropriate form was not delivered
or properly completed, because such Lender failed to notify the Administrative
Agent of a change in circumstances which rendered its exemption from withholding
ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax, withholding therefor, or otherwise, including
penalties and interest, and including taxes imposed by any jurisdiction on
amounts payable to the Administrative Agent under this subsection, together with
all costs and expenses related thereto (including attorneys' fees and time
charges of attorneys for the Administrative Agent, which attorneys may be
employees of the Administrative Agent). The obligations of the Lenders under
this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         (viii)   Within 60 days after receipt of the written request of the
Company, each Lender, LC Issuer and Agent shall execute and deliver such
certificates, forms or other documents, which in each such case can be
reasonably furnished by such Lender, LC Issuer or Agent consistent with the
facts and which are reasonably necessary to assist any Borrower in applying for
refunds of Taxes remitted by such Borrower hereunder.

         (ix)     Each Lender, LC Issuer and Agent shall also use commercially
reasonable efforts to avoid and minimize any amounts which might otherwise be
payable by any Borrower pursuant to this Section 3.5, except to the extent that
such Lender, LC Issuer or Agent, determines that such efforts would be
disadvantageous to such Lender, LC Issuer or Agent, as determined by such
Lender, LC Issuer or Agent and which determination, if made in good faith, shall
be binding and conclusive on all parties hereto.

         (x)      To the extent that the payment of any Lender's, LC Issuer's or
Agent's Taxes by any Borrower hereunder gives rise from time to time to a Tax
Benefit to such Lender, LC Issuer or Agent in any jurisdiction other than the
jurisdiction which imposed such Taxes, such Lender, LC Issuer or Agent shall pay
to such Borrower the amount of each such Tax Benefit so recognized or received.
The amount of each Tax Benefit and, therefore, payment to such Borrower will be
determined from time to time by the relevant Lender, LC Issuer or Agent in its
sole discretion, which determination shall be binding and conclusive on all
parties hereto. Each such payment will be due and payable by such Lender, LC
Issuer or Agent to such Borrower within a reasonable time after the filing of
the tax return in which such Tax Benefit is recognized or, in the case of any
tax refund, after the refund is received; provided, however, if at any time
thereafter such Lender, LC Issuer or Agent, is required to rescind such Tax
Benefit or such Tax Benefit is otherwise disallowed or nullified, the relevant
Borrower shall promptly, after notice thereof from such Lender, LC Issuer or
Agent, repay to such Lender, LC Issuer or Agent the amount of such Tax Benefit
previously paid to such Lender, LC Issuer or Agent and which has been rescinded,
disallowed or nullified. For purposes hereof, the term "Tax Benefit" shall mean
the amount by which any Lender's, LC Issuer's or Agent's income tax liability
for the taxable


                                       44
<PAGE>

period in question is reduced below what would have been payable had the
relevant Borrower not been required to pay such Lender's LC Issuer's or Agent's
Taxes hereunder.

         3.6.     Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Company (with a copy to the Administrative Agent) as to the amount due, if any,
under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrowers in the absence of
manifest error. Determination of amounts payable under such Sections in
connection with a Eurodollar Loan shall be calculated as though each Lender
funded its Eurodollar Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not. Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Company of such written statement. The obligations of the Borrowers under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.

         3.7.     Mitigation of Obligations. If any Lender requests compensation
under Section 3.2 or if any Borrower is required to pay any additional amount to
any Lender or any governmental authority for the account of any Lender pursuant
to Section 3.1, then such Lender shall use commercially reasonable efforts to
designate a different Lending Installation for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the sole discretion of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under
Section 3.1 or Section 3.2, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrowers hereby agree to pay all costs
and expenses incurred by any Lender in connection with such designation or
assignment.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1.     Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder unless (a) the representations and
warranties contained in Article V are true and correct in all material respects
as of such date and (b) the Company has furnished to the Agents with sufficient
copies for the Lenders:

         (i)      Copies of the articles or certificates of incorporation (or
                  similar Constitutive Documents) of the Company and each
                  Guarantor (each a "LOAN PARTY"), together with all amendments
                  thereto, and a certificate of good standing, each certified by
                  the appropriate governmental officer in its jurisdiction of
                  incorporation.


                                       45
<PAGE>

         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  each Loan Party of its by-laws (or similar Constitutive
                  Documents) and of its Board of Directors' resolutions and of
                  resolutions or actions of any other body authorizing the
                  execution of the Loan Documents to which it is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of each Loan Party, which shall identify
                  by name and title and bear the signatures of the Authorized
                  Officers and any other officers of such Loan Party authorized
                  to sign the Loan Documents to which it is a party and, in the
                  case of the Borrowers, to request Loans hereunder, upon which
                  certificate the Agents and the Lenders shall be entitled to
                  rely until informed of any change in writing by the applicable
                  Loan Party.

         (iv)     An opening compliance certificate in substantially the form of
                  Exhibit B, signed by the chief financial officer or treasurer
                  of the Company, showing the calculations necessary to
                  determine compliance with this Agreement on the initial Credit
                  Extension Date and stating that on the initial Credit
                  Extension Date (a) no Default or Unmatured Default has
                  occurred and is continuing, (b) all of the representations and
                  warranties in Article V shall be true and correct in all
                  material respects as of such date and (c) no material adverse
                  change in the business, financial condition or operations of
                  NSI or any of its Subsidiaries has occurred since May 31,
                  2001.

         (v)      A certificate in form and substance satisfactory to the
                  Administrative Agent, signed by the chief financial officer of
                  the Company in his or her representative capacity, stating
                  that on the date of the initial funding hereunder, after
                  taking into consideration all information available at such
                  time, such officer does not know of any information that would
                  prevent the Net Worth Condition from being satisfied as of the
                  Spin-Off Date, after giving effect to the Spin-Off
                  Transactions and after all post-closing adjustments or other
                  transactions between the Company or any of its Subsidiaries
                  and NSI have been made in connection therewith.

         (vi)     A certificate in form and substance satisfactory to the
                  Administrative Agent from the chief financial officer of the
                  Company (in his or her representative capacity on behalf of
                  the Company) stating that on the date of the initial funding
                  hereunder (i) all conditions precedent to the consummation of
                  the Spin-Off have been satisfied in all material respects;
                  (ii) the Spin-Off Transactions have been approved by all
                  necessary corporate action of NSI's and the Borrower's Boards
                  of Directors and, if required, shareholders, and the terms of
                  the Spin-Off Transactions have not been amended, waived or
                  modified in any material respect from those set forth in the
                  Form 10 without the approval of the Administrative Agent (such
                  approval not to be unreasonably withheld); (iii) the Tax
                  Opinion has been obtained for the consummation of the Spin-Off
                  Transactions; (iv) the Company and its Subsidiaries (both
                  before and after giving effect to the Spin-Off) have received
                  all necessary corporate and regulatory approvals for the
                  consummation of the Spin-Off Transactions and the financing
                  contemplated hereby; and (v) except as disclosed on Schedule
                  5.5, there has been no material adverse change from the


                                       46
<PAGE>

                  information set forth in the Form 10, the Pro Forma Financial
                  Statements or the Projections.

         (vii)    A certificate in form and substance satisfactory to the
                  Administrative Agent stating that all required material
                  governmental approvals related to the Spin-Off Transactions
                  have been obtained and all related filings made and any
                  applicable waiting periods shall have expired or been
                  terminated.

         (viii)   A certificate in form and substance satisfactory to the
                  Administrative Agent stating that there exists no injunction
                  or temporary restraining order which would prohibit the making
                  of the initial Credit Extensions or the consummation of the
                  Spin-Off Transactions and the other transactions contemplated
                  by the Transaction Documents or any litigation seeking such an
                  injunction or restraining order.

         (ix)     A certificate of value, solvency and other appropriate factual
                  information in form and substance reasonably satisfactory to
                  the Administrative Agent and Arranger from the chief financial
                  officer of the Company (on behalf of the Company and the
                  Borrowers) in his or her representative capacity supporting
                  the conclusions that as of the initial funding date, after
                  giving effect to the Spin-Off Transactions, the Company and
                  its Subsidiaries on a consolidated basis are Solvent and will
                  be Solvent subsequent to incurring the Indebtedness
                  contemplated under the Transaction Documents, will be able to
                  pay its debts and liabilities as they become due and will not
                  be left with unreasonably small working capital for general
                  corporate purposes, which information shall be consistent in
                  all material respects with the Pro Forma Financial Statements
                  and Projections.

         (x)      Written opinions of Kenyon W. Murphy, General Counsel of the
                  Borrowers and each Guarantor, and Kilpatrick Stockton LLP,
                  special counsel to the Borrowers and each Guarantor, in form
                  and substance satisfactory to the Agents and addressed to the
                  Lenders in substantially the form of Exhibit A-1 and Exhibit
                  A-2 respectively.

         (xi)     Any Notes requested by a Lender pursuant to Section 2.14
                  payable to the order of each such requesting Lender.

         (xii)    If the initial Credit Extension shall be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (xiii)   Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Administrative Agent and signed
                  by an Authorized Officer, together with such other related
                  money transfer authorizations as the Administrative Agent may
                  have reasonably requested.

         (xiv)    Evidence satisfactory to the Agents that the Existing Credit
                  Agreement shall have been or shall simultaneously on the
                  Closing Date be terminated (except for those provisions that
                  expressly survive the termination thereof) and all loans
                  outstanding and other amounts owed to the lenders or agents
                  thereunder shall


                                       47
<PAGE>

                  have been or shall simultaneously with the initial Advance
                  hereunder be paid in full.

         (xv)     Such other documents as any Lender or its counsel may have
                  reasonably requested including, without limitation, each
                  document identified on the List of Closing Documents attached
                  hereto as Exhibit F.

         4.2.     Each Credit Extension. The Lenders shall not (except as
otherwise set forth in Section 2.2.4 with respect to Revolving Loans for the
purpose of repaying Swing Line Loans) be required to make any Credit Extension
unless on the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct in all material respects as of such Credit
                  Extension Date except to the extent any such representation or
                  warranty is stated to relate solely to an earlier date, in
                  which case such representation or warranty shall have been
                  true and correct in all material respects on and as of such
                  earlier date.

         Each Borrowing Notice or request for issuance of a Facility LC, or
Swing Line Borrowing Notice, as the case may be, with respect to each such
Credit Extension shall constitute a representation and warranty by the Borrowers
that the conditions contained in Section 4.2(i) and (ii) have been satisfied.
Any lender may require a duly completed compliance certificate in substantially
the form of Exhibit B as a condition to making a Credit Extension.

         4.3.     Initial Advance to Each New Subsidiary Borrower. The Lenders
shall not be required to make a Credit Extension hereunder to a new Subsidiary
Borrower added after the Closing Date unless the Company has furnished or caused
to be furnished to the Administrative Agent with sufficient copies for the
Lenders:

         (i)      The Assumption Letter executed and delivered by such
                  Subsidiary Borrower and containing the written consent of the
                  Borrowers, as contemplated by Section 2.22;

         (ii)     Copies, certified by the Secretary, Assistant Secretary,
                  Director or Authorized Officer of the Subsidiary Borrower, of
                  its Board of Directors' resolutions (and/or resolutions of
                  other bodies, if any are deemed necessary by the
                  Administrative Agent) approving the Assumption Letter;

         (iii)    An incumbency certificate, executed by the Secretary,
                  Assistant Secretary, Director or Authorized Officer of the
                  Subsidiary Borrower, which shall identify by name and title
                  and bear the signature of the officers of such Subsidiary
                  Borrower authorized to sign the Assumption Letter and the
                  other documents to be executed and delivered by such
                  Subsidiary Borrower hereunder, upon which certificate the
                  Administrative Agent and the Lenders shall be entitled to rely
                  until informed of any change in writing by the Company;

         (iv)     An opinion of counsel to such Subsidiary Borrower,
                  substantially in the form of Exhibit E hereto;


                                       48
<PAGE>

         (v)      Guaranty documentation from such Subsidiary Borrower in form
                  and substance acceptable to the Administrative Agent as
                  required pursuant to Section 6.10;

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants as follows to each Lender and the
Agents as of each of (i) the Closing Date, giving effect to the consummation of
the transactions contemplated by the Transaction Documents on the Closing Date,
(ii) the Opening Balance Sheet Delivery Date (taking into account the
post-closing adjustments as of such date), (iii) the date of the initial Credit
Extension hereunder (if different from the Closing Date), (iv) the Conversion
Date and (v) each date as required by Section 4.2:

         5.1.     Existence and Standing. The Company and each of its
Subsidiaries is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to
the extent such concept applies to such entity) in good standing under the laws
of its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except to the extent that the failure to have such standing or
authority could not reasonably be expected to have a Material Adverse Effect.

         5.2.     Authorization and Validity. The Company and each of its
Subsidiaries (to the extent applicable) has the power and authority and legal
right to execute and deliver the Transaction Documents to which it is a party
and to perform its obligations thereunder, and to file the Transaction Documents
which must be filed by it in connection with the Spin-Off Transactions or which
have been filed by it as required by this Agreement. The execution and delivery
by the Company and any such Subsidiary of the Transaction Documents to which it
is a party and the performance of its obligations thereunder have been duly
authorized by proper proceedings, and the Transaction Documents to which such
entity is a party constitute legal, valid and binding obligations of such entity
enforceable against such entity in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles.

         5.3.     No Conflict; Government Consent. Neither the execution and
delivery by the Company or any of its Subsidiaries of the Transaction Documents,
nor the consummation of the Spin-Off Transactions and the other transactions
therein contemplated, nor compliance with the provisions thereof will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Company or any of its Subsidiaries or (ii) the Company's or
any Subsidiary's articles or certificate of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization,
by-laws, or operating agreement or other management agreement, as the case may
be, or (iii) the provisions of any indenture, instrument or agreement to which
the Company or any of its Subsidiaries is a party or is subject, or by which it,
or its Property, is bound, or conflict with, or constitute a default under, or
result in, or require, the creation or imposition of any Lien in, of or on the
Property of the Company or a Subsidiary pursuant to the terms of, any such
indenture, instrument or agreement. No order, consent, adjudication, approval,
license, authorization, or validation of, or filing, recording or


                                       49
<PAGE>

registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has
not been obtained by the Company or any of its Subsidiaries, is required to be
obtained by the Company or any of its Subsidiaries in connection with the
execution and delivery of the Transaction Documents, the borrowings under this
Agreement, the payment and performance by any Borrower of the Obligations or the
legality, validity, binding effect or enforceability of any of the Transaction
Documents.

         5.4.     Financial Statements.

         (a)      The May 31, 2001 unaudited combined financial statements of
the Company and its Subsidiaries heretofore delivered to the Arranger and the
Lenders, copies of which are included in the Company's Form 10, were prepared in
accordance with generally accepted accounting principles in effect on the date
such statements were prepared (except for the absence of footnotes and subject
to year-end audit adjustments) and fairly present in all material respects, the
combined financial condition and operations of the Company and its Subsidiaries
at such date and the combined results of their operations and cash flows for the
nine-month period then ended.

         (b)      The combined pro forma balance sheet, income statements and
statements of cash flow of the Company and its Subsidiaries, copies of which are
contained in the Form 10 and are attached hereto as Schedule 5.4 (collectively,
the "PRO FORMA FINANCIAL STATEMENTS"), present on a pro forma basis the
financial condition of the Company and such Subsidiaries as of such date, and
reflect on a pro forma basis those liabilities reflected in the notes thereto
and resulting from consummation of the Spin-Off Transactions and the other
transactions contemplated by this Agreement, and the payment or accrual of all
transaction costs payable by the Company or any of its Subsidiaries on or before
the Closing Date with respect to any of the foregoing, and demonstrate that,
after giving effect to the Spin-Off Transactions, the Company and its
Subsidiaries can repay their debts and satisfy their other obligations as and
when due, and can comply with the requirements of this Agreement. The financial
projections and assumptions concerning the Company and its consolidated
Subsidiaries, delivered to the Administrative Agent and the Lenders on August
23, 2001 and copies of which are attached hereto as Schedule 5.4 (collectively,
the "PROJECTIONS"), were prepared in good faith and represent management's
opinion based on the information available to the Company at the time so
furnished and, since the preparation thereof and up to the Closing Date, there
has occurred no Material Adverse Effect (except as disclosed on Schedule 5.5).

         5.5.     Material Adverse Change. Since August 31, 2000 to but not
including the Spin-Off Date, and except as disclosed on Schedule 5.5, there has
been no change in the business, property, financial condition or operations of
NSI and its Subsidiaries taken as a whole, which could reasonably be expected to
have a Material Adverse Effect. Since May 31, 2001, and except as disclosed on
Schedule 5.5, there has been no change in the business, property, financial
condition or operations of the Company and its Subsidiaries taken as a whole,
which could reasonably be expected to have a Material Adverse Effect.

         5.6.     Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any of its


                                       50
<PAGE>

Subsidiaries, except (i) such taxes, if any, as are being contested in good
faith and as to which adequate reserves have been provided in accordance with
Agreement Accounting Principles or (ii) where the failure to file such return or
pay such taxes could not reasonably be expected to have a Material Adverse
Effect. The United States income tax returns of NSI and its Subsidiaries have
been audited by the IRS through the fiscal year ended August 31, 1999. No tax
liens have been filed and no claims are being asserted with respect to any such
taxes. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

         5.7.     Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Company or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Credit Extensions or otherwise question the validity of any Transaction
Document. Other than any liability which could not reasonably be expected to
have a Material Adverse Effect, neither the Company nor any of its Subsidiaries
have any contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.

         5.8.     Subsidiaries. Schedule 5.8 (as supplemented from time to time
by the Company promptly after the formation or acquisition of any new Subsidiary
as permitted under this Agreement) contains an accurate list of all Subsidiaries
of the Company as of the Closing Date, setting forth their respective
jurisdictions of organization and the percentage of their respective capital
stock or other ownership interests owned by the Company or other Subsidiaries.
All of the issued and outstanding shares of capital stock or other ownership
interests of such Subsidiaries have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable.

         5.9.     Accuracy of Information. No information, schedule, exhibit or
report furnished by the Company or any of its Subsidiaries to the Arranger, any
Agent or Lender (including, without limitation, the Company's Confidential
Information Memorandum dated August 2001) in connection with the negotiation of,
or compliance with, the Loan Documents contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading.

         5.10.    Regulation U. Neither the Company nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate
of buying or carrying margin stock (within the meaning of Regulations U or X);
and after applying the proceeds of each Advance, margin stock (as defined in
Regulation U) constitutes less than twenty-five (25%) of the value of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale or pledge, or any other restriction hereunder.

         5.11.    Material Agreements. Neither the Company nor any Subsidiary is
a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations,


                                       51
<PAGE>

covenants or conditions contained in any agreement or instrument to which it is
a party, which default could reasonably be expected to have a Material Adverse
Effect.

         5.12.    Compliance With Laws. The Company and its Subsidiaries have
complied in all material respects with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign government or
any instrumentality or agency thereof having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Property.

         5.13.    Ownership of Properties. On the Closing Date, the Company and
its Subsidiaries will have good title, free of all Liens other than Permitted
Liens, to all of the Property and assets reflected in the Company's most recent
consolidated financial statements provided to the Arranger and the Lenders as
owned by the Company and its Subsidiaries, other than Property and assets
disposed of in the ordinary course of business.

         5.14.    ERISA; Foreign Pension Matters. The sum of (a) the Unfunded
Liabilities of all Plans and (b) the present value of the aggregate unfunded
liabilities to provide the accrued benefits under all Foreign Pension Plans do
not in the aggregate exceed an amount equal to ten percent (10%) of the
Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets). Each Plan and each
Foreign Pension Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Company nor any other member of its Controlled
Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and
no steps have been taken to terminate any Plan, except to the extent that such
non-compliance, Reportable Event, withdrawal or termination could not reasonably
be expected to result in liability of the Company or any of its Subsidiaries
individually or in the aggregate in an amount greater than ten percent (10%) of
the Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets).

         5.15.    Plan Assets; Prohibited Transactions. No Borrower is an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Loans
hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code, except to the extent that such event
or prohibited transaction could not reasonably be expected to result in
liability of the Company or any of its Subsidiaries individually or in the
aggregate in an amount greater than ten percent (10%) of the Company's
Consolidated Net Worth as reported on the most recent audited financial
statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the
delivery of the first such audited financial statements under Section 6.1(i), as
reported on the Combined Balance Sheets).

         5.16.    Environmental Matters.


                                       52
<PAGE>

         (a)      In the ordinary course of its business, the officers of the
Company consider the effect of Environmental Laws on the business of the Company
and its Subsidiaries, in the course of which they identify and evaluate
potential risks and liabilities accruing to the Company and its Subsidiaries due
to Environmental Laws. On the basis of this consideration, the Company has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Except as set forth on Schedule 5.16, neither the
Company nor any Subsidiary has received any notice to the effect that its
operations are not in compliance with any of the requirements of applicable
Environmental Laws or are the subject of any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any
toxic or hazardous waste or substance into the environment, which non-compliance
or remedial action could reasonably be expected to have a Material Adverse
Effect.

         (b)      The Company and each of its Subsidiaries have obtained all
necessary governmental permits, licenses and approvals which are material to the
operations conducted on their respective properties, including without
limitation, all required permits, licenses and approvals for (i) the emission of
air pollutants or contaminates, (ii) the treatment or pretreatment and discharge
of waste water or storm water, (iii) the treatment, storage, disposal or
generation of hazardous wastes, (iv) the withdrawal and usage of ground water or
surface water, and (v) the disposal of solid wastes, except where a failure to
obtain such permits, licenses and approvals would not result in a Material
Adverse Effect.

         5.17.    Investment Company Act. Neither the Company nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18.    Public Utility Holding Company Act. Neither the Company nor
any Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19.    Insurance. The Property of the Company and its Subsidiaries is
insured with financially sound and reputable insurance companies, in such
amounts, with such deductibles and covering such properties and risks as is
required under Section 6.6.

         5.20.    Spin-Off Transactions. As of the Closing Date and immediately
prior to the making of the initial Credit Extension, except as set forth on
Schedule 5.20 of this Agreement:

         (a)      all conditions precedent to the consummation of the Spin-Off
have been satisfied in all material respects;

         (b)      the Spin-Off Transactions have been approved by all necessary
corporate action of NSI's and the Company's Boards of Directors and, if
required, shareholders, and the terms of the Spin-Off Transactions have not been
amended, waived or modified in any material respect from those set forth in the
Form 10 without the approval of the Administrative Agent;

         (c)      the Tax Opinion has been obtained for the consummation of the
Spin-Off Transactions;


                                       53
<PAGE>

         (d)      the Net Worth Condition is and will be satisfied;

         (e)      the Company and its Subsidiaries (both before and after giving
effect to the Spin-Off) have received all necessary corporate and regulatory
approvals for the consummation of the Spin-Off Transactions and the financing
contemplated hereby; and

         (f)      there has been no material adverse change from the information
set forth in the Form 10 and the financial projections attached hereto as
Schedule 5.4 and other information provided to the Administrative Agent and the
Lenders and contained in the Company's Confidential Information Memorandum dated
August 2001.

         5.21.    Solvency. After giving effect to (i) the Credit Extensions to
be made on the Closing Date or such other date as Credit Extensions requested
hereunder are made, (ii) the other transactions contemplated by this Agreement
and the other Transaction Documents, including the consummation of the Spin-Off
Transactions, and (iii) the payment and accrual of all transaction costs with
respect to the foregoing, the Company and its Subsidiaries taken as a whole are
Solvent.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.     Reporting. The Company will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

         (i)      Within ninety (90) days (or such later date as may be
                  permitted by the Securities and Exchange Commission) after the
                  close of each of its fiscal years, an audit report certified
                  by independent certified public accountants acceptable to the
                  Required lenders and with such certifications to be free of
                  exceptions and qualifications not acceptable to the Required
                  Lenders, prepared in accordance with Agreement Accounting
                  Principles on a consolidated basis for itself and its
                  Subsidiaries, including a balance sheet as of the end of such
                  period, related statements of income, shareholders' equity and
                  cash flows.

         (ii)     Within forty-five (45) days (or such later date as may be
                  permitted by the Securities and Exchange Commission) after the
                  close of the first three (3) quarterly periods of each of its
                  fiscal years, for itself and its Subsidiaries, a consolidated
                  unaudited balance sheet as at the close of each such period
                  and consolidated statements of income and cash flows for the
                  period from the beginning of such fiscal year to the end of
                  such quarter, all certified as to fairness of presentation,
                  compliance with Agreement Accounting Principles and
                  consistency by its chief financial officer, chief accounting
                  officer or treasurer.


                                       54
<PAGE>

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer, chief
                  accounting officer or treasurer showing the calculations
                  necessary to determine compliance with this Agreement and
                  stating that no Default or Unmatured Default exists, or if any
                  Default or Unmatured Default exists, stating the nature and
                  status thereof.

         (iv)     On the Opening Balance Sheet Delivery Date, copies of the
                  Opening Pro Forma Balance Sheet of the Company and its
                  Subsidiaries, after giving effect to the Spin-Off
                  Transactions and including all post-closing adjustments,
                  together with a certificate in form and substance satisfactory
                  to the Administrative Agent, signed by the chief financial
                  officer of the Company (on behalf of the Company and the
                  Borrowers) in his or her representative capacity, stating
                  that, after giving effect to the Spin-Off Transactions and
                  after all post-closing adjustments as of such date have been
                  effected, the Net Worth Condition was satisfied as of the
                  Spin-Off Date.

         (v)      As soon as possible and in any event within ten (10) days
                  after the Company knows that any Reportable Event has occurred
                  with respect to any Plan, or any material unfunded liability
                  has arisen with respect to any Foreign Pension Plan, a
                  statement, signed by the chief financial officer or treasurer
                  of the Company, describing said Reportable Event or material
                  unfunded liability and the action which the Company proposes
                  to take with respect thereto, which, in any case, could
                  reasonably be expected to give rise to liability of more than
                  $1,000,000 on the part of the Company or any of its
                  Subsidiaries.

         (vi)     As soon as possible and in any event within ten (10) days
                  after receipt by the Company, a copy of (a) any notice or
                  claim to the effect that the Company or any of its
                  Subsidiaries is or may be liable to any Person as a result of
                  the release by the Company, any of its Subsidiaries, or any
                  other Person of any toxic or hazardous waste or substance into
                  the environment, and (b) any notice alleging any violation of
                  any federal, state or local environmental, health or safety
                  law or regulation by the Company or any of its Subsidiaries,
                  which, in either case, could reasonably be expected to have a
                  Material Adverse Effect.

         (vii)    Promptly upon the furnishing thereof to the shareholders of
                  the Company, copies of all financial statements, reports and
                  proxy statements so furnished.

         (viii)   Promptly upon the filing thereof, copies of all registration
                  statements (other than exhibits thereto and any registration
                  statements on Form S-8 or its equivalent) or other regular
                  reports not otherwise provided pursuant to this Section 6.1
                  which the Company or any of its Subsidiaries files with the
                  Securities and Exchange Commission.

         (ix)     Upon the request of any Agent, prior to the execution thereof,
                  draft copies of the Receivables Purchase Documents and,
                  promptly after execution thereof, copies of such Receivables
                  Purchase Documents and all material amendments thereto.


                                       55
<PAGE>

         (x)      Promptly upon any officer of the Company obtaining knowledge
                  of the institution of, or written threat of, any action, suit,
                  proceeding, governmental investigation or arbitration against
                  or affecting the Company or any of its Subsidiaries or any
                  property of the Company or any of its Subsidiaries, which
                  action, suit, proceeding, investigation or arbitration
                  exposes, or in the case of multiple actions, suits,
                  proceedings, investigations or arbitrations arising out of the
                  same general allegations or circumstances which expose, in the
                  Company's reasonable judgment, the Company or any of its
                  Subsidiaries to liability in an amount aggregating $25,000,000
                  or more, give written notice thereof to the Administrative
                  Agent and the Lenders and provide such other information as
                  may be reasonably available to the Company (without
                  jeopardizing any attorney-client privilege by disclosure
                  thereof) to enable each Lender and the Administrative Agent
                  and its counsel to evaluate such matters.

         (xi)     Such other information (including non-financial information)
                  as any Agent or Lender may from time to time reasonably
                  request (except such plans and forecasts which have not been
                  made available by the Company to its creditors).

         6.2.     Use of Proceeds. The Company will, and will cause each
Subsidiary to, use the proceeds of the Credit Extensions for general corporate
purposes, including for working capital, refinancing the Indebtedness under the
Existing Credit Agreement, commercial paper liquidity support and non-hostile
Acquisitions, and to pay fees and expenses incurred in connection with this
Agreement and the Spin-Off Transactions. The Borrowers shall use the proceeds of
Credit Extensions in compliance with all applicable legal and regulatory
requirements and any such use shall not result in a violation of any such
requirements, including, without limitation, Regulations T, U and X, the
Securities Act of 1933 and the Securities Exchange Act of 1934 and the
regulations promulgated thereunder.

         6.3.     Notice of Default. Within five (5) Business Days after an
Authorized Officer becomes aware thereof, the Company will, and will cause each
Subsidiary to, give notice in writing to the Lenders of the occurrence of any
Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4.     Conduct of Business. The Company will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as conducted by the
Company or its Subsidiaries as of the Closing Date, and, except as otherwise
permitted by Section 6.12, do all things necessary to remain duly incorporated
or organized, validly existing and (to the extent such concept applies to such
entity) in good standing as a corporation, partnership or limited liability
company in its jurisdiction of incorporation or organization, as the case may
be, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except where the failure to
maintain such good standing or authority could not reasonably be expected to
have a Material Adverse Effect; provided that nothing in this Section shall
prevent the Company and its Subsidiaries from discontinuing any line of business
or liquidating, dissolving or disposing of any Subsidiary if (i) no Default or
Unmatured Default is in existence or would be caused thereby and (ii) the Board
of Directors of the Company determines in good faith that such termination,


                                       56
<PAGE>

liquidation, dissolution or disposition is in the best interest of the Company
and its Subsidiaries taken as a whole.

         6.5.     Taxes. The Company will, and will cause each Subsidiary to,
file on a timely basis complete and correct United States federal and material
foreign, state and local tax returns required by law and pay when due all
material taxes, assessments and governmental charges and levies upon it or its
income, profits or Property, except those which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
have been set aside in accordance with Agreement Accounting Principles.

         6.6.     Insurance. The Company will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies insurance
on their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Company will furnish to any Lender upon request
full information as to the insurance carried.

         6.7.     Compliance with Laws; Maintenance of Plans. The Company will,
and will cause each Subsidiary to, (i) comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be
subject including, without limitation, all Environmental Laws, and (ii)
establish, maintain and operate all Plans to comply in all material respects
with the provisions of ERISA and the Code, and the regulations and
interpretations thereunder, where in the case of either (i) or (ii) above the
failure to so comply could reasonably be expected to have a Material Adverse
Effect.

         6.8.     Maintenance of Properties. The Company will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and
keep its Property material to the conduct of its business in good repair,
working order and condition, and make all necessary and proper repairs, renewals
and replacements so that its business carried on in connection therewith may be
properly conducted at all times.

         6.9.     Inspection; Keeping of Books and Records.

         (i)      The Company will, and will cause each Subsidiary to, permit
the Agents and the Lenders, by their respective representatives and agents, to
inspect any of the Property, books and financial records of the Company and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Company and each Subsidiary, and to discuss the
affairs, finances and accounts of the Company and each Subsidiary with, and to
be advised as to the same by, their respective officers at such reasonable times
and intervals as any Agent or Lender may designate. If a Default has occurred
and is continuing, the Company, upon the Administrative Agent's request, shall
turn over copies of any such records to the Administrative Agent or its
representatives. Unless a Default has occurred and is then continuing, each
Lender shall give the Company not less than three (3) Business Days' prior
written notice of its intent to conduct such visit or inspection. To the extent
that any Lender, in the course of such visit or inspection, obtains possession
of any proprietary information pertaining to the Company or any Subsidiary, such
Lender shall handle such information in accordance with the requirements of
Section 10.11.


                                       57
<PAGE>

         (ii)     The Company shall keep and maintain, and cause each of its
Subsidiaries to keep and maintain, in all material respects, proper books of
record and account in which entries in conformity with Agreement Accounting
Principles shall be made of all dealings and transactions in relation to their
respective businesses and activities (except that any Foreign Subsidiary may
comply with local accounting principles).

         6.10.    Addition of Guarantors. As promptly as possible but in any
event within thirty (30) days after any Domestic Subsidiary (other than any SPV)
becomes a Material Subsidiary of the Company, the Company shall cause each such
Material Subsidiary to deliver to the Administrative Agent a duly executed
supplement to the Guaranty pursuant to which such Material Subsidiary agrees to
be bound by the terms and provisions of the Guaranty; provided, that if at any
time (i) the aggregate amount of the book value of assets of all Domestic
Subsidiaries that are not Guarantors exceeds ten percent (10%) of the aggregate
book value of the Consolidated Total Assets of the Company and its Subsidiaries,
or (ii) the Consolidated Net Worth of all of all Domestic Subsidiaries that are
not Guarantors exceeds ten percent (10%) of the Consolidated Net Worth of the
Company and its Subsidiaries, or (iii) the assets of all Domestic Subsidiaries
that are not Guarantors contributed more than ten percent (10%) of the Company's
Consolidated Net Income, in each case as reported in the most recent annual
audited financial statements delivered to the Lenders pursuant to Section 6.1(i)
(or, prior to the delivery of the first of such annual audited financial
statements, as reported in the Combined Balance Sheets), the Company shall cause
additional Domestic Subsidiaries (other than any SPV) to become parties to the
Guaranty as Guarantors thereunder to eliminate such excess.

         6.11.    Subsidiary Indebtedness. The Company will not permit any
Subsidiary to create, incur or suffer to exist any Indebtedness, except:

         (i)      The obligation arising under the Transaction Documents.

         (ii)     Indebtedness existing on the Effective Date and described on
                  Schedule 6.11, and Permitted Refinancing Indebtedness in
                  respect thereof.

         (iii)    Indebtedness owed (a) to the Company or any Guarantor by any
                  Guarantor, (b) to any Subsidiary that is not a Guarantor by
                  any other Subsidiary that is not a Guarantor, and (c) to the
                  Company or any Guarantor by any Subsidiary that is not a
                  Guarantor in an aggregate amount under this clause (c) not to
                  exceed ten percent (10%) of the Company's Consolidated Net
                  Worth as reported on the most recent audited financial
                  statements delivered to the Lenders pursuant to Section 6.1(i)
                  (or, prior to the delivery of the first such audited financial
                  statements under Section 6.1(i), as reported on the Combined
                  Balance Sheets).

         (iv)     Receivables Facility Attributed Indebtedness in an aggregate
                  amount not to exceed $200,000,000.

         (v)      Indebtedness in an aggregate amount not to exceed $50,000,000
                  incurred or assumed for the purpose of financing or
                  refinancing all or any part of the cost of acquiring or
                  constructing any specific fixed asset of such Subsidiary
                  (including without limitation Capital Leases); provided, that
                  such Indebtedness (a) is incurred


                                       58
<PAGE>

                  (1) at a time when no Default or Unmatured Default has
                  occurred and is continuing or would result from such
                  incurrence and (2) within eighteen (18) months after the
                  acquisition or construction of such fixed asset, and (b) does
                  not exceed 100% of the total cost of such acquisition or
                  construction (plus interest, fees and closing costs related
                  thereto).

         (vi)     Additional Indebtedness (including, without limitation,
                  Indebtedness secured by Liens permitted under Section
                  6.13(xv)) in an aggregate amount not to exceed twenty-five
                  percent (25%) of Stockholders' Equity as of the end of the
                  Company's fiscal quarter most recently ended.

         6.12.    Consolidations and Mergers. Each Borrower agrees that it will
not, nor will the Company permit any Subsidiary to, consolidate or merge with or
into any other Person, provided that if, after giving effect to any of the
following, no Default will be in existence: (i) any Subsidiary may merge or
consolidate with the Company if the Company is the corporation surviving such
merger, (ii) any Borrower may merge or consolidate with any other Borrower,
(iii) any Subsidiary which is a Guarantor may merge or consolidate with any
other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a
Borrower or Guarantor may merge or consolidate with any other Subsidiary which
is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a
Guarantor may merge or consolidate with any other Subsidiary which is a Borrower
or a Guarantor, if the Borrower or Guarantor, as the case may be, is the
corporation surviving such merger, and (vi) any Borrower or Subsidiary may merge
or consolidate with any other Person if (a) such Person was organized under the
laws of the United States of America or one of its States, (b) either (1) such
Borrower or Subsidiary is the corporation surviving such merger or (2) such
Person becomes a Subsidiary as a result of such merger or consolidation and
expressly assumes in writing (in form and substance reasonably acceptable to the
Administrative Agent) all obligations of such Borrower or Subsidiary, as the
case may be, under the Loan Documents executed by such Borrower or Subsidiary,
provided, in any merger or consolidation involving a Domestic Subsidiary, the
survivor shall be a Domestic Subsidiary, and in any merger or consolidation
involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and
(c) immediately after giving effect to such merger, no Default shall have
occurred and be continuing.

         6.13.    Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

         (ii)     Liens imposed by law, such as landlords', wage earners',
                  carriers', warehousemen's and mechanics' liens and other
                  similar liens, arising in the ordinary course of business
                  which secure payment of obligations not more than sixty (60)
                  days past due or which are being contested in good faith by
                  appropriate


                                       59
<PAGE>

                  proceedings and for which adequate reserves in accordance with
                  Agreement Accounting Principles shall have been set aside on
                  its books.

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation or to secure the performance of tenders, statutory
                  obligations, surety or appeal bonds, bids, leases, government
                  contracts and other similar obligations (provided that such
                  Liens do not secure any Indebtedness).

         (iv)     Utility easements, building restrictions, zoning ordinances
                  and such other encumbrances or charges against real property
                  as are of a nature generally existing with respect to
                  properties of a similar character and which do not in any
                  material way affect the marketability of the same or interfere
                  with the use thereof in the business of the Company or its
                  Subsidiaries.

         (v)      Liens existing on the Effective Date and described on Schedule
                  6.13.

         (vi)     Liens, if any, securing the Loans and other Obligations
                  hereunder.

         (vii)    Liens arising under the Receivables Purchase Documents.

         (viii)   Liens existing on any specific fixed asset of any Subsidiary
                  of the Company at the time such Subsidiary becomes a
                  Subsidiary and not created in contemplation of such event.

         (ix)     Liens on any specific fixed asset securing Indebtedness
                  incurred or assumed for the purpose of financing or
                  refinancing all or any part of the cost of acquiring or
                  constructing such asset; provided that such Lien attaches to
                  such asset concurrently with or within eighteen (18) months
                  after the acquisition or completion or construction thereof.

         (x)      Liens existing on any specific fixed asset of any Subsidiary
                  of the Company at the time such Subsidiary is merged or
                  consolidated with or into the Company or any Subsidiary and
                  not created in contemplation of such event.

         (xi)     Liens existing on any specific fixed asset prior to the
                  acquisition thereof by the Company or any Subsidiary and not
                  created in contemplation thereof.

         (xii)    Liens arising out of the refinancing, extension, renewal or
                  refunding of any Indebtedness secured by any Lien permitted by
                  any of the foregoing clause (v) or clauses (vii) through (xi);
                  provided that (a) such Indebtedness is not secured by any
                  additional assets, and (b) the amount of such Indebtedness
                  secured by any such Lien is not increased.

         (xiii)   Inchoate Liens arising under ERISA to secure current service
                  pension liabilities as they are incurred under the provisions
                  of Plans from time to time in effect.


                                       60
<PAGE>

         (xiv)    Liens securing intercompany Indebtedness owing by (a) any
                  Guarantor to the Company or any other Guarantor and (b) any
                  Subsidiary that is not a Guarantor to the Company or any
                  Wholly-Owned Subsidiary of the Company.

         (xv)     Liens not otherwise permitted under this Section 6.13 securing
                  Indebtedness in an aggregate principal amount at any time
                  outstanding, together with the amount of Indebtedness
                  permitted under Section 6.11(vi) (but without duplication),
                  does not exceed twenty-five percent (25%) of Stockholders'
                  Equity as of the end of the Company's fiscal quarter most
                  recently ended.

         6.14.    Transactions with Affiliates. The Company will not, and will
not permit any Subsidiary to, enter into any transaction (including, without
limitation, the purchase or sale of any Property or service) with, or make any
payment or transfer to, any Affiliate (other than the Company or any Subsidiary
of the Company) except in the ordinary course of business and pursuant to the
reasonable requirements of the Company's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Company or such Subsidiary
than the Company or such Subsidiary would obtain in a comparable arm's-length
transaction, other than Permitted Receivables Transfers.

         6.15.    Financial Contracts. The Company shall not and shall not
permit any of its consolidated Subsidiaries to enter into any Financial
Contract, other than Financial Contracts pursuant to which the Company or such
Subsidiary hedged its actual or anticipated interest rate, foreign currency or
commodity exposure existing or anticipated at the time thereof.

         6.16.    ERISA. Except to the extent that such act, or failure to act
would not result singly, or in the aggregate, after taking into account all
other such acts or failures to act, in a liability of the Company or any of its
Subsidiaries which could reasonably be expected to exceed ten percent (10%) of
the Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets), the Company shall
not (i) engage, or permit any Controlled Group member to engage, in any
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code
for which a statutory or class exemption is not available or a private exemption
has not been previously obtained from the DOL; (ii) permit to exist any
accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of
the Code); (iii) fail, or permit any member of its Controlled Group to fail, to
pay timely required contributions or annual installments due with respect to any
waived funding deficiency of any Plan; (iv) terminate, or permit any member of
its Controlled Group to terminate, any Plan which would result in any liability
of the Company or any member of its Controlled Group under Title IV of ERISA;
(v) fail to make any contribution or payment to any Multiemployer Plan which the
Company or any member of its Controlled Group may be required to make under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto;
(vi) fail, or permit any member of its Controlled Group to fail, to pay any
required installment or any other payment required under Section 412 of the Code
on or before the due date for such installment or other payment; (vii) amend, or
permit any member of its Controlled Group to amend, a Plan resulting in an
increase in current liability for the plan year such that the Company or any
member of its Controlled Group is required to provide security to such Plan
under Section 401(a)(29) of the Code.


                                       61
<PAGE>

         6.17.    Environmental Compliance. The Company will not become, or
permit any Subsidiary to become, subject to any liabilities or costs which could
reasonably be expected to have a Material Adverse Effect arising out of or
related to (i) the release or threatened release at any location of any
contaminant into the environment, or any remedial action in response thereto, or
(ii) any violation of any environmental, health or safety requirements of law
(including, without limitation, any Environmental Laws).

         6.18.    Tax Opinion. Notwithstanding anything herein to the contrary,
neither the Company nor any of its Subsidiaries shall engage in any transaction
that would adversely affect the Tax Opinion in any material respect.

         6.19.    Financial Covenants.

         6.19.1.  Maximum Leverage Ratio. The Company shall not permit the ratio
(the "LEVERAGE RATIO") of (i) Indebtedness For Borrowed Money of the Company and
its consolidated Subsidiaries to (ii) EBITDA to be greater than (a) 3.30 to 1.00
as of each of November 30, 2001 and February 28, 2002, (b) 3.10 to 1.00 as of
May 31, 2002, and (c) 3.00 to 1.00 as of the end of each fiscal quarter
thereafter. The Leverage Ratio shall be calculated as of the last day of each
fiscal quarter based upon (1) for Indebtedness For Borrowed Money, as of the
last day of each such fiscal quarter; and (2) for EBITDA, the actual amount for
the four-quarter period ending on such day, and shall be calculated, with
respect to Acquisitions, on a pro forma basis using historical audited and
reviewed unaudited financial statements obtained from the seller(s) in such
Acquisition, broken down by fiscal quarter in the Company's reasonable judgement
and satisfactory to the Administrative Agent and as reported to the
Administrative Agent. For purposes of determining compliance with this covenant,
the EBITDA of the Company and its consolidated Subsidiaries for any period of
four fiscal periods ending on or prior to November 1, 2002 shall be deemed to
include the EBITDA attributable to NSI's lighting equipment and chemicals
businesses for the portion of such period that ends on the Spin-Off Date (and
such EBITDA shall be determined on a basis consistent with the basis used to
determine such EBITDA for purposes of preparing the Pro Forma Financial
Statements and the Projections).

         6.19.2.  Minimum Interest Expense Coverage Ratio. The Company shall
maintain a ratio (the "INTEREST EXPENSE COVERAGE RATIO") of (i) EBIT to (ii)
Interest Expense for the applicable period of at least 2.50 to 1.00 as of the
end of each fiscal quarter ending on or after November 30, 2001. The Interest
Expense Coverage Ratio shall be calculated as of the last day of each fiscal
quarter for the actual amount of EBIT and Interest Expense for the four-quarter
period ending on such day, and shall be calculated, with respect to
Acquisitions, on a pro forma basis using historical audited and reviewed
unaudited financial statements obtained from the seller(s) in such Acquisition,
broken down by fiscal quarter in the Company's reasonable judgement and
satisfactory to the Administrative Agent. For purposes of determining compliance
with this covenant, the EBIT of the Company and its consolidated Subsidiaries
for any period of four fiscal periods ending on or prior to November 1, 2002
shall be deemed to include the EBIT attributable to NSI's lighting equipment and
chemicals businesses for the portion of such period that ends on the Spin-Off
Date (and such EBIT shall be determined on a basis consistent with the basis
used to determine such EBIT for purposes of preparing the Pro Forma Financial
Statements and the Projections).


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<PAGE>

         6.19.3.  Minimum Consolidated Net Worth. The Company shall not permit
its Consolidated Net Worth as of the Spin-Off Date to be less than $320,000,000.

                                   ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1.     Breach of Representations or Warranties. Any representation or
warranty made or deemed made by or on behalf of the Company or any of its
Subsidiaries to the Lenders or the Agents under or in connection with this
Agreement, any Credit Extension, or any certificate or information delivered in
connection with this Agreement or any other Loan Document shall be false in any
material respect on the date as of which made.

         7.2.     Failure to Make Payments When Due. Nonpayment of (i) principal
of any Loan when due, (ii) any Reimbursement Obligation within one (1) Business
Day after the same becomes due, or (iii) interest upon any Loan or any Facility
Fee, Utilization Fee, LC Fee or other Obligations under any of the Loan
Documents within five (5) Business Days after such interest, fee or other
Obligation becomes due.

         7.3.     Breach of Covenants. The breach by any Borrower of any of the
terms or provisions of Section 6.1(iii), Sections 6.2 through 6.4, (with respect
to the Company's or any of its Subsidiaries' existence), Section 6.9(i),
Sections 6.11 through 6.13 or Section 6.19.

         7.4.     Other Breaches. The breach by any Borrower (other than a
breach which constitutes a Default under another Section of this Article VII) of
any of the terms or provisions of this Agreement or any other Loan Document
which is not remedied within thirty (30) days after the earlier to occur of (i)
written notice thereof has been given to the Company by the Administrative Agent
at the request of any Lender or (ii) an Authorized Officer otherwise becomes
aware of any such breach; provided, however, that such cure period for such
breach (other than a breach of the terms or provisions of Section 6.10) shall be
extended for a period of time, not to exceed an additional thirty (30) days,
reasonably sufficient to permit such Borrower to cure such failure if such
failure cannot be cured within the initial 30-day period but reasonably could be
expected to be capable of cure within such additional thirty (30) days, such
Borrower has commenced efforts to cure such failure during the initial 30-day
period and such Borrower is diligently pursuing such cure.

         7.5.     Default as to Other Indebtedness.

         (i)      Failure of the Company or any of its Subsidiaries to pay when
due (whether at stated maturity, by acceleration or otherwise) any Indebtedness
which, individually or in the aggregate exceeds $25,000,000 (or the equivalent
in currencies other than Dollars) (such Indebtedness being referred to as
"MATERIAL INDEBTEDNESS"); or

         (ii)     Any Material Indebtedness of the Company or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or


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<PAGE>

         (iii)    The Company or any of its Material Subsidiaries shall fail to
pay, or shall admit in writing its inability to pay, its debts generally as they
become due; or

         (iv)     The default by the Company or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other event shall occur
or condition exist, the effect of which default or event is to cause, or to
permit the holder or holders of such Material Indebtedness to cause such
Material Indebtedness to become due prior to its stated maturity.

         7.6.     Voluntary Bankruptcy; Appointment of Receiver; Etc. The
Company or any of its Material Subsidiaries shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief with respect to it under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6, or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7.     Involuntary Bankruptcy; Appointment of Receiver; Etc. Without
the application, approval or consent of the Company or any of its Material
Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Company or any of its Subsidiaries or any Substantial
Portion of its Property, or a proceeding described in Section 7.6(iv) shall be
instituted against the Company or any of its Material Subsidiaries and such
appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of sixty (60) consecutive days.

         7.8.     Judgments. The Company or any of its Subsidiaries shall fail
within thirty (30) days after the final entry thereof to pay, bond or otherwise
discharge one or more (i) judgments or orders for the payment of money (except
to the extent covered by independent third-party insurance as to which the
insurer has not disclaimed coverage) in the aggregate in excess of ten percent
(10%) of the Company's Consolidated Net Worth as reported in the most recent
annual audited financial statements delivered to the Lenders pursuant to Section
6.1(i), or (ii) nonmonetary judgments or orders which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, which
judgment(s), in any such case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith.

         7.9.     Unfunded Liabilities. The sum of (a) the Unfunded Liabilities
of all Plans and (b) the present value of the aggregate unfunded liabilities to
provide the accrued benefits under all Foreign Pension Plans exceeds in the
aggregate an amount equal to ten percent (10%) of the Company's Consolidated Net
Worth as reported on the most recent audited financial statements delivered to
the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first
such


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<PAGE>

audited financial statements under Section 6.1(i), as reported on the Combined
Balance Sheets), or any Reportable Event shall occur in connection with any Plan
if the liability of the Company or any of its Subsidiaries resulting from such
Reportable Event exceeds in the aggregate an amount equal to ten percent (10%)
of the Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets).

         7.10.    Other ERISA Liabilities. The Company or any other member of
its Controlled Group has incurred withdrawal liability or become obligated to
make contributions to a Multiemployer Plan in an amount which, when aggregated
with all other amounts required to be paid to Multiemployer Plans by the Company
or any other member of its Controlled Group as withdrawal liability (determined
as of the date of such notification), exceeds ten percent (10%) of the Company's
Consolidated Net Worth as reported in the most recent annual audited financial
statements delivered to the Lenders pursuant to Section 6.1(i) or requires
payments per annum exceeding ten percent (10%) of the Company's Consolidated Net
Worth as reported in the most recent annual audited financial statements
delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery
to the Lenders of the first such financial statements, as reported in the
Opening Pro Forma Balance Sheet).

         7.11.    Environmental Matters. The Company or any of its Subsidiaries
shall (i) be the subject of any proceeding or investigation pertaining to the
release by the Company, any of its Subsidiaries or any other Person of any toxic
or hazardous waste or substance into the environment, or (ii) violate any
Environmental Law, which, in the case of an event described in clause (i) or
clause (ii), could reasonably be expected to have a Material Adverse Effect.

         7.12.    Change in Control. Any Change in Control shall occur.

         7.13.    Receivables Purchase Document Events. Other than at the
request of an Affiliate of the Company party thereto (as permitted thereunder),
an event shall occur which (i) permits the investors in a Receivables Purchase
Facility to require amortization or liquidation of the facility or (ii) results
in the termination of reinvestment or re-advancing of collections or proceeds of
Receivables and Related Security shall occur under the Receivables Purchase
Documents, and, in the case of an event described in clause (i) or clause (ii),
the Company or any Subsidiary thereof (other than any SPV) has liability in
excess of ten percent (10%) of the Company's Consolidated Net Worth as reported
on the most recent audited financial statements delivered to the Lenders
pursuant to Section 6.1(i) (or, prior to the delivery of the first such audited
financial statements under Section 6.1(i), as reported on the Combined Balance
Sheets).

         7.14.    Guarantor Revocation. Any guarantor of the Obligations shall
deny, disaffirm, terminate or revoke any of its obligations under the applicable
Guaranty (except in accordance with Section 11.15 hereof) or breach any of the
material terms of such Guaranty.


                                       65
<PAGE>

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1.     Acceleration.

         (i)      If any Default described in Section 7.6 or 7.7 occurs with
respect to any Borrower, the obligations of the Lenders to make Loans hereunder
and the obligation and power of the LC Issuers to issue Facility LCs shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Administrative Agent,
any LC Issuer or any Lender, and the Borrowers will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to
the Administrative Agent an amount in immediately available funds, which funds
shall be held in the Facility LC Collateral Account, equal to the Collateral
Shortfall Amount. If any other Default occurs, the Required Lenders (or the
Administrative Agent with the consent of the Required Lenders) may (a) terminate
or suspend the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuers to issue Facility LCs, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrowers hereby expressly waive, and (b)
upon notice to the Borrowers and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the
Borrowers to pay, and the Borrowers will, forthwith upon such demand and without
any further notice or act, pay to the Administrative Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account.

         (ii)     If, within thirty (30) days after acceleration of the maturity
of the Obligations or termination of the obligations of the Lenders to make
Loans and the obligation and power of the LC Issuers to issue Facility LCs
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrowers, rescind and annul such
acceleration and/or termination.

         8.2.     Amendments. Subject to the provisions of this Article VIII,
the Required Lenders (or the Administrative Agent with the consent in writing of
the Required Lenders) and the Borrowers may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrowers
hereunder or thereunder or waiving any Default hereunder or thereunder;
provided, however, that no such supplemental agreement shall, without the
consent of each Lender affected thereby:

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Revolving Loan
                  Termination Date or forgive all or any portion of the
                  principal amount thereof or any Reimbursement Obligation
                  related thereto, or reduce the rate or extend the time of
                  payment of interest or fees thereon or Reimbursement
                  Obligations related thereto (other than (i) a waiver of the
                  application of the default rate of interest or LC Fees
                  pursuant to Section 2.12


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<PAGE>

                  hereof and (ii) extensions of the Revolving Loan Termination
                  Date pursuant to Section 2.23).

         (ii)     Change the percentage specified in the definition of Required
                  Lenders or any other percentage of Lenders specified to be the
                  applicable percentage in this Agreement to act on specified
                  matters or otherwise amend the definitions of "Required
                  Lenders" or "Pro Rata Share".

         (iii)    Extend the Revolving Loan Termination Date, the Commitment
                  Termination Date or the Converted Loan Termination Date, or
                  increase the amount or otherwise extend the term of the
                  Commitment of any Lender hereunder or the commitment to issue
                  Facility LCs (other than as expressly permitted by the terms
                  of Section 2.23).

         (iv)     Permit any Borrower to assign its rights or obligations under
                  this Agreement.

         (v)      Other than pursuant to a transaction permitted by the terms of
                  this Agreement, release any guarantor of the Obligations or
                  any substantial portion of the collateral, if any, securing
                  the Obligations.

         (vi)     Amend this Section 8.2.

No amendment of any provision of this Agreement relating to any Agent shall be
effective without the written consent of such Agent. No amendment of any
provision of this Agreement relating to any LC Issuer shall be effective without
the written consent of such LC Issuer. No amendment of any provision of this
Agreement relating to the Swing Line Lender or any Swing Line Loans shall be
effective without the written consent of the Swing Line Lender. The
Administrative Agent may waive payment of the fee required under Section 13.3.2
without obtaining the consent of any other party to this Agreement.

         8.3.     Preservation of Rights. No delay or omission of the Lenders,
the LC Issuers or Agents to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or Unmatured Default or the inability of the Borrowers to
satisfy the conditions precedent to such Credit Extension shall not constitute
any waiver or acquiescence. Any single or partial exercise of any such right
shall not preclude other or further exercise thereof or the exercise of any
other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by, or by the Administrative Agent with the consent of, the
requisite number of Lenders required pursuant to Section 8.2, and then only to
the extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Agents, the LC Issuers and the Lenders until all of the Obligations have
been paid in full.


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<PAGE>

                                   ARTICLE IX

                          JOINT AND SEVERAL OBLIGATIONS

         9.1.     Joint and Several Liability. Each Borrower agrees that it is
jointly and severally, directly and primarily liable to the Administrative
Agent, the Lenders and the LC Issuers for payment, performance and satisfaction
in full of the Obligations and that such liability is independent of the duties,
obligations, and liabilities of the other Borrowers. The Administrative Agent,
the Lenders and the LC Issuers may jointly bring a separate action or actions on
each, any, or all of the Obligations against any Borrower, whether action is
brought against the other Borrowers or whether the other Borrowers are joined in
such action. In the event that any Borrower fails to make any payment of any
Obligations on or before the due date thereof, the other Borrowers immediately
shall cause such payment to be made or each of such Obligations to be performed,
kept, observed, or fulfilled.

         9.2.     Primary Obligation; Waiver of Marshalling. This Agreement and
the Loan Documents to which Borrowers are a party are a primary and original
obligation of each Borrower, are not the creation of a surety relationship, and
are an absolute, unconditional, and continuing promise of payment and
performance which shall remain in full force and effect without respect to
future changes in conditions, including any change of law or any invalidity or
irregularity with respect to this Agreement or the Loan Documents to which
Borrowers are a party. Each Borrower agrees that its liability under this
Agreement and the Loan Documents to which it is a party shall be immediate and
shall not be contingent upon the exercise or enforcement by the Administrative
Agent, the Lenders and the LC Issuers of whatever remedies they may have against
the other Borrowers. Each Borrower consents and agrees that the Administrative
Agent, the Lenders and the LC Issuers shall be under no obligation to marshal
any assets of any Borrower against or in payment of any or all of the
Obligations.

         9.3.     Financial Condition of Borrowers. Each Borrower acknowledges
that it is presently informed as to the financial condition of the other
Borrowers and of all other circumstances which a diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations. Each Borrower
hereby covenants that it will continue to keep informed as to the financial
condition of the other Borrowers, the status of the other Borrowers and of all
circumstances which bear upon the risk of nonpayment. Absent a written request
from any Borrower to the Administrative Agent, the Lenders and the LC Issuers
for information, each Borrower hereby waives any and all rights it may have to
require the Administrative Agent, the Lenders and the LC Issuers to disclose to
such Borrower any information which the Administrative Agent, the Lenders and
the LC Issuers may now or hereafter acquire concerning the condition or
circumstances of the other Borrowers.

         9.4.     Continuing Liability. Subject to the provisions of Section
2.22, the liability of each Borrower under this Agreement and the Loan Documents
to which such Borrower is a party includes Obligations arising under successive
transactions continuing, compromising, extending, increasing, modifying,
releasing, or renewing the Obligations, changing the interest rate, payment
terms, or other terms and conditions thereof, or creating new or additional
Obligations after prior Obligations have been satisfied in whole or in part. To
the maximum extent permitted


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<PAGE>

by law, each Borrower hereby waives any right to revoke its liability under this
Agreement and Loan Documents as to future indebtedness.

         9.5.     Additional Waivers. Each Borrower absolutely, unconditionally,
knowingly, and expressly waives (a) notice of acceptance hereof; (b) notice of
any Loans or other financial accommodations made or extended under this
Agreement and the Loan Documents to which Borrowers are a party or the creation
or existence of any Obligations; (c) notice of the amount of the Obligations,
subject, however, to each Borrower's right to make inquiry of the Administrative
Agent, the Lenders and the LC Issuers to ascertain the amount of the Obligations
at any reasonable time; (d) notice of any adverse change in the financial
condition of the other Borrowers or of any other fact that might increase such
Borrower's risk hereunder; (e) notice of presentment for payment, demand,
protest, and notice thereof as to any instruments among the Loan Documents to
which Borrowers are a party; (f) notice of any Default or Unmatured Default; (g)
all other notices (except, in each case, if such notice is specifically required
to be given to any Borrower hereunder or under the Loan Documents to which
Borrowers are a party and demands to which such Borrower might otherwise be
entitled); (h) any right of subrogation such Borrower has or may have as against
the other Borrowers with respect to the Obligations; (i) any right to proceed
against the other Borrowers or any other Person, now or hereafter, for
contribution, indemnity, reimbursement, or any other suretyship rights and
claims, whether direct or indirect, liquidated or contingent, whether arising
under express or implied contract or by operation of law, which such Borrower
may now have or hereafter have as against the other Borrowers with respect to
the Obligations; and (j) any right to proceed or seek recourse against or with
respect to any property or asset of the other Borrowers.

         9.6.     Settlements or Releases. Each Borrower consents and agrees
that, without notice to or by such Borrower, and without affecting or impairing
the liability of such Borrower hereunder, the Administrative Agent, the Lenders
and the LC Issuers may, by action or inaction (i) compromise, settle, extend the
duration or the time for the payment of, or discharge the performance of, or may
refuse to or otherwise not enforce this Agreement and the Loan Documents, or any
part thereof, with respect to the other Borrowers or any Guarantor; (ii) release
the other Borrowers or any Guarantor or grant other indulgences to the other
Borrowers or any Guarantor in respect thereof; or (iii) release or substitute
any Guarantor, if any, of the Obligations, or enforce, exchange, release, or
waive any security, if any, for the Obligations or any other guaranty of the
Obligations, or any portion thereof.

         9.7.     No Election. The Administrative Agent, the Lenders and the LC
Issuers shall have the right to seek recourse against each Borrower to the
fullest extent provided for herein, and no election by the Administrative Agent,
the Lenders and the LC Issuers to proceed in one form of action or proceeding,
or against any party, or on any obligation, shall constitute a waiver of the
Administrative Agent's, any Lenders' or any LC Issuers' right to proceed in any
other form of action or proceeding or against other parties unless the
Administrative Agent, the Lenders and the LC Issuers have expressly waived such
right in writing.

         9.8.     Joint Loan Account. At the request of Borrowers to facilitate
and expedite the administration and accounting processes and procedures of the
Loans and the Facility LCs, the Administrative Agent, the Lenders and the LC
Issuers have agreed, in lieu of maintaining separate loan accounts on the
Administrative Agent's, the Lenders' and the LC Issuers' books in


                                       69
<PAGE>

the name of each of the Borrowers, that the Administrative Agent, the Lenders
and the LC Issuers may maintain a single loan account under the name of all of
the Borrowers (the "Joint Loan Account"). All Loans shall be charged to the
Joint Loan Account, together with all interest and other charges as permitted
under and pursuant to this Agreement. The Joint Loan Account shall be credited
with all repayments of Obligations received by the Administrative Agent, the
Lenders and the LC Issuers, on behalf of Borrowers, from any Borrower pursuant
to the terms of this Agreement.

         9.9.     Apportionment of Proceeds of Loans. Each Borrower expressly
agrees and acknowledges that the Administrative Agent, the Lenders and the LC
Issuers shall have no responsibility to inquire into the correctness of the
apportionment or allocation of or any disposition by any of Borrowers of (a) the
Loans, the Reimbursement Obligations or any other Obligation, or (b) any of the
expenses and other items charged to the Joint Loan Account pursuant to this
Agreement. The Loans, the Reimbursement Obligations and the other Obligations
and such expenses and other items shall be made for the collective, joint, and
several account of Borrowers and shall be charged to the Joint Loan Account.

         9.10.    The Administrative Agent, Lenders and LC Issuers Held
Harmless. Each Borrower agrees and acknowledges that the administration of this
Agreement on a combined basis, as set forth herein, is being done as an
accommodation to the Borrowers and at their request, and that the Administrative
Agent, the Lenders and the LC Issuers shall incur no liability to any Borrower
as a result thereof. To induce the Administrative Agent, the Lenders and the LC
Issuers to do so, and in consideration thereof, each Borrower hereby agrees to
indemnify and hold the Administrative Agent, the Lenders and the LC Issuers
harmless from and against any and all liability, expense, loss, damage, claim of
damage, or injury, made against the Administrative Agent, the Lenders and the LC
Issuers by Borrowers or by any other Person, arising from or incurred by reason
of such administration of the Agreement on a combined basis, except to the
extent such liability, expense, loss, damage, claim of damage, or injury solely
arises from the gross negligence or willful misconduct or breach of the
obligations under the Loan Documents of the Administrative Agent, the Lenders
and the LC Issuers, as applicable.

         9.11.    Borrowers' Integrated Operations. Each Borrower represents and
warrants to the Administrative Agent, the Lenders and the LC Issuers that the
collective administration of the Loans is being undertaken by the Administrative
Agent, the Lenders and the LC Issuers pursuant to this Agreement because
Borrowers are integrated in their operation and administration and require
financing on a basis permitting the availability of credit from time to time to
the Borrowers. Each Borrower will derive benefit, directly and indirectly, from
such collective administration and credit availability because the successful
operation of each Borrower is enhanced by the continued successful performance
of the integrated group.

                                    ARTICLE X

                               GENERAL PROVISIONS

         10.1.    Survival of Representations. All representations and
warranties of the Borrowers contained in this Agreement shall survive the making
of the Credit Extensions herein contemplated.


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<PAGE>


         10.2.    Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, neither any LC Issuer nor any Lender shall be
obligated to extend credit to the Borrowers in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         10.3.    Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.4.    Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrowers, the Agents, the LC Issuers and
the Lenders and supersede all prior agreements and understandings among the
Borrowers, the Agents, the LC Issuers and the Lenders relating to the subject
matter thereof other than the fee letter described in Section 11.13.

         10.5.    Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agents are authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10, 10.11, and 10.13 to the extent specifically
set forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.

         10.6.    Expenses; Indemnification.

         (i)      The Borrowers shall reimburse the Administrative Agent and the
Arranger for any costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' and paralegals' fees, time charges and expenses of
attorneys and paralegals for the Administrative Agent and Arranger, which
attorneys and paralegals may or may not be employees of the Administrative Agent
or the Arranger, and expenses of and fees for other advisors and professionals
engaged by the Administrative Agent or the Arranger) paid or incurred by the
Administrative Agent or the Arranger in connection with the investigation,
preparation, negotiation, documentation, execution, delivery, syndication,
distribution (including, without limitation, via the internet), review,
amendment, modification, administration and collection of the Loan Documents.
The Borrowers also agree to reimburse the Agents, the Arranger, the LC Issuers
and the Lenders for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees, time charges and
expenses of attorneys and paralegals for the Agents, the Arranger, the LC
Issuers and the Lenders, which attorneys and paralegals may be employees of the
Agents, the Arranger, the LC Issuers or the Lenders) paid or incurred by the
Agents, the Arranger, any LC Issuers or any Lender in connection with the
collection and enforcement of the Loan Documents. Notwithstanding anything
herein or in any other Loan Document to the contrary, any and all provisions in
this Agreement or in any other Loan Document that obligates the Company or any
of its Subsidiaries to pay the attorney's fees or expenses of another Person
shall be deemed to obligate the Company or such Subsidiary (as


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the case may be) to pay the actual and reasonable attorney's fees and expenses
of such Person and such fees and expenses shall be calculated without giving
effect to any statutory presumptions as to the reasonableness or the amount
thereof that may apply under applicable law.

         (ii)     The Borrowers hereby further agree to indemnify the Agents,
the Arranger, the LC Issuers, each Lender, their respective affiliates, and each
of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all reasonable expenses of litigation or preparation therefor whether or not the
Agents, the Arranger, the LC Issuers, any Lender or any affiliate is a party
thereto, and all reasonable attorneys' and paralegals' fees, time charges and
expenses of attorneys and paralegals of the party seeking indemnification, which
attorneys and paralegals may or may not be employees of such party seeking
indemnification) which any of them may pay or incur arising out of or relating
to this Agreement, the other Transaction Documents, the Spin-Off Transactions or
any other transactions contemplated hereby or the direct or indirect application
or proposed application of the proceeds of any Credit Extension hereunder,
except to the extent that they are determined in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the party seeking indemnification or by
reason of such indemnified party's breach of its obligations under the Loan
Documents, or are the result of claims of any Lender against other Lenders or
against the Administrative Agent not attributable to the Company's or any of its
Subsidiary's actions and for which the Company and its Subsidiaries otherwise
have no liability. The obligations of the Borrowers under this Section 10.6
shall survive the termination of this Agreement.

         10.7.    Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders, to the extent that the Administrative Agent deems
necessary.

         10.8.    Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Company or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("ACCOUNTING CHANGES"), the parties hereto
agree, at the Company's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Company's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably mutually satisfactory to the
Company, the Administrative Agent and the Required Lenders, no Accounting Change
shall be given effect in such calculations and all financial statements and
reports required to be delivered hereunder shall be prepared in accordance with
Agreement Accounting Principles without taking into account such Accounting
Changes. In the event such amendment is entered into, all references in this
Agreement to Agreement Accounting Principles shall mean generally accepted
accounting principles as of the date of such amendment.


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         10.9.    Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.10.   Nonliability of Lenders. The relationship between the
Borrowers on the one hand and the Lenders, the LC Issuers and the Agents on the
other hand shall be solely that of borrower and lender. None of the Agents, the
Arranger, the LC Issuers or any Lender shall have any fiduciary responsibilities
to the Borrowers. None of the Agents, the Arranger, the LC Issuers or any Lender
undertakes any responsibility to the Borrowers to review or inform the Borrowers
of any matter in connection with any phase of any Borrower's business or
operations. The Borrowers agree that none of the Agents, the Arranger, the LC
Issuers or any Lender shall have liability to the Borrowers (whether sounding in
tort, contract or otherwise) for losses suffered by the Borrowers in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final,
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct or breach of the
obligations under the Loan Documents of the party from which recovery is sought.
None of the Agents, the Arranger, the LC Issuers or any Lender shall have any
liability with respect to, and the Borrowers hereby waive, releases and agrees
not to sue for, any special, indirect, consequential or punitive damages
suffered by the Borrowers in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

         10.11.   Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, except for disclosure to the following Persons for the following
purposes (and under the terms of confidence that are substantially the same as
this Section in the case of any disclosure covered by clause (i), (ii), (vi) or
(vii) below): (i) to other Lenders and their respective Affiliates in connection
with the transactions contemplated by this Agreement, (ii) to legal counsel,
accountants, and other professional advisors to such Lender in connection with
the transactions contemplated by this Agreement or to a Transferee or
prospective Transferee in connection with the transactions contemplated by this
Agreement, (iii) to regulatory officials as required by applicable law as
determined by such Lender (which determination shall be conclusive and binding
on all parties hereto), (iv) to any Person as required by law, regulation, or
legal process as determined by such Lender (which determination shall be
conclusive and binding on all parties hereto), (v) to any Person to the extent
required in any legal proceeding to which such Lender is a party as determined
by such Lender (which determination shall be conclusive and binding on all
parties hereto), (vi) to such Lender's direct or indirect contractual
counterparties in swap agreements relating to the Loans or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 13.4.

         10.12.   Lenders Not Utilizing Plan Assets. None of the consideration
used by any of the Lenders, any LC Issuer or Designated Lenders to make its
Credit Extensions constitutes for any purpose of ERISA or Section 4975 of the
Code assets of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of
the Code and the rights and interests of each of the Lenders, the LC


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Issuers and Designated Lenders in and under the Loan Documents shall not
constitute such "plan assets" under ERISA.

         10.13.   Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for herein.

         10.14.   Disclosure. The Borrowers and each Lender hereby acknowledge
and agree that Bank One and/or its respective Affiliates and certain of the
other Lenders and/or their respective Affiliates from time to time may hold
investments in, make other loans to or have other relationships with the
Borrowers and its Affiliates.

         10.15.   Subordination of Intercompany Indebtedness. The Borrowers
agree that any and all claims of any Borrower against any Guarantor with respect
to any "Intercompany Indebtedness" (as hereinafter defined), any endorser,
obligor or any other guarantor of all or any part of the Obligations, or against
any of its properties shall be subordinate and subject in right of payment to
the prior payment, in full and in cash, of all Obligations; provided that, and
not in contravention of the foregoing, so long as no Default is continuing the
Borrowers may make loans to and receive payments in the ordinary course with
respect to such Intercompany Indebtedness to the extent otherwise permitted
under this Agreement. Notwithstanding any right of any Borrower to ask, demand,
sue for, take or receive any payment from any Guarantor, all rights, liens and
security interests of the Borrowers, whether now or hereafter arising and
howsoever existing, in any assets of any Guarantor (whether constituting part of
any collateral given to any Agent or any Lender to secure payment of all or any
part of the Obligations or otherwise) shall be and are subordinated to the
rights of the Agents, the LC Issuers and the Lenders in those assets. No
Borrower shall have any right to possession of any such asset or to foreclose
upon any such asset, whether by judicial action or otherwise, unless and until
all of the Obligations (other than contingent indemnity obligations) shall have
been fully paid and satisfied (in cash) and all financing arrangements pursuant
to all of the Loan Documents have been terminated. If all or any part of the
assets of any Guarantor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of any Guarantor, whether
partial or complete, voluntary or involuntary, and whether by reason of
liquidation, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other action or proceeding, or if the business of any
Guarantor is dissolved or if substantially all of the assets of any Guarantor
are sold (other than in an transaction permitted under this Agreement), then,
and in any such event (such events being herein referred to as an "INSOLVENCY
EVENT"), any payment or distribution of any kind or character, either in cash,
securities or other property, which shall be payable or deliverable upon or with
respect to any indebtedness of any Guarantor to any Borrower ("INTERCOMPANY
INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent
for application on any of the Obligations, due or to become due, until such
Obligations (other than contingent indemnity obligations) shall have first been
fully paid and satisfied (in cash). Should any payment, distribution, security
or instrument or proceeds thereof be received by any Borrower upon or with
respect to the Intercompany Indebtedness after any Insolvency Event and prior to
the satisfaction of all of the Obligations (other than contingent indemnity
obligations) and the termination of all financing arrangements pursuant to all
of the Loan Documents, such Borrower shall receive and hold the same in trust,
as trustee, for the benefit of the Agents, the LC Issuers and the Lenders and
shall forthwith deliver the same to the


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Administrative Agent, for the benefit of the Agents, the LC Issuers and the
Lenders, in precisely the form received (except for the endorsement or
assignment of such Borrower where necessary), for application to any of the
Obligations, due or not due, and, until so delivered, the same shall be held in
trust by such Borrower as the property of the Agents, the LC Issuers and the
Lenders. If any Borrower fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees is irrevocably authorized to make the same. Each Borrower agrees that
until the Obligations (other than the contingent indemnity obligations) have
been paid in full (in cash) and satisfied and all financing arrangements
pursuant to any Loan Document among the Borrowers and the Agents, the LC Issuers
and the Lenders have been terminated, no Borrower will assign or transfer to any
Person (other than the Administrative Agent or any other transferee that agrees
to be bound by the terms of this Agreement in writing (in form and substance
acceptable to the Administrative Agent)) any claim any Borrower has or may have
against any Guarantor.

                                   ARTICLE XI

                                   THE AGENTS

         11.1.    Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as the Administrative Agent hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. Wachovia Bank, N.A. is hereby appointed by each of the Lenders as the
Syndication Agent hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Syndication Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. SunTrust Bank is hereby appointed by
each of the Lenders as the Documentation Agent hereunder and under each other
Loan Document, and each of the Lenders irrevocably authorizes the Documentation
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. Each
Agent agrees to act as such contractual representative upon the express
conditions contained in this Article XI. Notwithstanding the use of the defined
term "ADMINISTRATIVE AGENT", "SYNDICATION AGENT" or "DOCUMENTATION AGENT", it is
expressly understood and agreed that no Agent shall have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that each Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In their capacities as the Lenders'
contractual representative, the Agents (i) do not hereby assume any fiduciary
duties to any of the Lenders, (ii) are "representatives" of the Lenders within
the meaning of Section 9-102 of the Uniform Commercial Code and (iii) are acting
as independent contractors, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders hereby agrees to assert no claim against any Agent on any agency theory
or any other theory of liability for breach of fiduciary duty, all of which
claims each Lender hereby waives.

         11.2.    Powers. Each Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to such Agent by the
terms of each thereof, together with such powers as are reasonably incidental
thereto. The Agents shall have no implied duties


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<PAGE>


or fiduciary duties to the Lenders or any obligation to the Lenders to take any
action thereunder, except any action specifically provided by the Loan Documents
to be taken by the applicable Agents.

         11.3.    General Immunity. No Agent or any of its respective directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final, non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         11.4.    No Responsibility for Loans, Recitals, etc. No Agent or any of
its respective directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agents or any of them;
(d) the existence or possible existence of any Default or Unmatured Default; (e)
the validity, enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (f) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; or (g) the financial condition of the Borrowers
or any guarantor of any of the Obligations or of any of the Company's or any
such guarantor's respective Subsidiaries. The Agents shall have no duty to
disclose to the Lenders information that is not required to be furnished by any
Borrower to any Agent at such time, but is voluntarily furnished by any Borrower
to such Agent (either in its capacity as an Agent or in its individual
capacity).

         11.5.    Action on Instructions of Lenders. Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Loan Document in accordance with written instructions signed by
the Required Lenders (or all of the Lenders in the event that and to the extent
that this Agreement expressly requires such), and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. The Lenders hereby acknowledge that the Agents shall be under no duty
to take any discretionary action permitted to be taken by any of them pursuant
to the provisions of this Agreement or any other Loan Document unless they shall
be requested in writing to do so by the Required Lenders (or all of the Lenders
in the event that and to the extent that this Agreement expressly requires
such). Each Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         11.6.    Employment of Agents and Counsel. Any Agent may execute any of
its respective duties as an Agent hereunder and under any other Loan Document by
or through employees, agents, and attorneys-in-fact and shall not be answerable
to the Lenders, except as to money or securities received by it or its
authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Each Agent shall be
entitled


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to advice of counsel concerning the contractual arrangement between such Agent
and the Lenders and all matters pertaining to such Agent's duties hereunder and
under any other Loan Document.

         11.7.    Reliance on Documents; Counsel. Each Agent shall be entitled
to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by such Agent, which
counsel may be employees of such Agent.

         11.8.    Agents' Reimbursement and Indemnification. The Lenders agree
to reimburse and indemnify each Agent ratably in proportion to the Lenders' Pro
Rata Shares of Aggregate Commitment (or, after the Commitment Termination Date,
of the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed
by the Borrowers for which such Agent is entitled to reimbursement by the
Borrowers under the Loan Documents, (ii) for any other expenses incurred by such
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including, but
not limited to, for any expenses incurred by such Agent in connection with any
dispute between such Agent and any Lender or between two or more of the Lenders)
and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against such Agent
in any way relating to or arising out of the Loan Documents or any other
document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or
asserted against such Agent in connection with any dispute between such Agent
and any Lender or between two or more of the Lenders), or the enforcement of any
of the terms of the Loan Documents or of any such other documents, provided that
(i) no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final, non-appealable judgment in a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
shall, notwithstanding the provisions of this Section 11.8, be paid by the
relevant Lender in accordance with the provisions thereof. The obligations of
the Lenders under this Section 11.8 shall survive payment of the Obligations and
termination of this Agreement.

         11.9.    Notice of Default. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Unmatured Default hereunder unless
such Agent has received written notice from a Lender or the Borrowers referring
to this Agreement describing such Default or Unmatured Default and stating that
such notice is a "notice of default". In the event that any Agent receives such
a notice, such Agent shall give prompt notice thereof to the Lenders.

         11.10.   Rights as a Lender. In the event any Agent is a Lender, such
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Credit Extensions as any Lender
and may exercise the same as though it were not an Agent, and the term "Lender"
or "Lenders" shall, at any time when any Agent is a Lender, unless the context
otherwise indicates, include such Agent in its individual capacity. Each Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in


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<PAGE>




any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Company or
any of its Subsidiaries in which the Company or such Subsidiary is not
restricted hereby from engaging with any other Person.

         11.11.   Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Company and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent, the 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 decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         11.12.   Successor Agents. Any Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five (45) days after the retiring Agent gives notice
of its intention to resign. Any Agent may be removed at any time with or without
cause by written notice received by such Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders within
thirty (30) days after the resigning Agent's giving notice of its intention to
resign, then the resigning Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Agent. Notwithstanding the previous sentence, any Agent may
at any time, without the consent of any Borrower or any Lender, appoint any of
its Affiliates which is a commercial bank as its successor Agent hereunder. If
an Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of such Agent hereunder and the Borrowers
shall make all payments in respect of the Obligations to the applicable Lender
if there is no Administrative Agent and for all other purposes shall deal
directly with the Lenders. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000. Upon the acceptance of any appointment as an Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of an Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Agent, the provisions of this Article XI
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as an Agent hereunder and
under the other Loan Documents. In the event that there is a successor to the
Administrative Agent by merger, or the Administrative Agent assigns its duties
and obligations to an Affiliate pursuant to this Section 11.12, then (a) the
term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate
or other analogous rate of the new Administrative Agent and (b) the references
to "Bank One" in the definitions of "Eurodollar Base Rate" and "Prime Rate" and
in the last sentence of Section 2.13 shall be deemed to be a reference to such
successor Administrative Agent in its individual capacity.


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<PAGE>



         11.13.   Agent and Arranger Fees. The Company agrees to pay to the
Administrative Agent and the Arranger, for their respective accounts, the fees
agreed to by NSI, the Administrative Agent and the Arranger pursuant to that
certain letter agreement dated August 10, 2001 or as otherwise agreed from time
to time.

         11.14.   Delegation to Affiliates. The Borrowers and the Lenders agree
that any Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the applicable Agent is entitled under Articles
IX and X.

         11.15.   Release of Guarantors. Upon the liquidation or dissolution of
any Guarantor, or the sale of all of the Capital Stock of any Guarantor owned by
the Company and its Subsidiaries, in each case which does not violate the terms
of any Loan Document or is consented to in writing by the Required Lenders or
all of the Lenders, as applicable, such Guarantor shall be automatically
released from all obligations under the Guaranty and any other Loan Documents to
which it is a party (other than contingent indemnity obligations), and upon at
least five (5) Business Days' prior written request by the Company, the
Administrative Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of the
applicable Guarantor from its obligations under the Guaranty and such other Loan
Documents; provided, however, that (i) the Administrative Agent shall not be
required to execute any such document on terms which, in the Administrative
Agent's reasonable opinion, would expose the Administrative Agent to liability
or create any obligation or entail any consequence other than the release of
such Guarantor without recourse or warranty, and (ii) such release shall not in
any manner discharge, affect or impair the Obligations of the Borrowers, any
other Guarantor's obligations under the Guaranty, or, if applicable, any
obligations of the Company or any Subsidiary in respect of the proceeds of any
such sale retained by the Company or any Subsidiary.

                                  ARTICLE XII

                            SETOFF; RATABLE PAYMENTS

         12.1.    Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Lender or (to the extent permitted by applicable law) any Affiliate of any
Lender to or for the credit or account of any Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due.

         12.2.    Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure (other
than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a participation in the Aggregate Outstanding Credit
Exposure held by the other Lenders so that after such purchase each Lender will
hold its


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<PAGE>


Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender,
whether in connection with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its Obligations or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

                                  ARTICLE XIII

               BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1.    Successors and Assigns; Designated Lenders.

         13.1.1.  Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Agents and the Lenders and their respective successors and assigns, except that
(i) no Borrower shall have the right to assign its rights or obligations under
the Loan Documents without the consent of all of the Lenders, and any such
assignment in violation of this Section 13.1.1 shall be null and void, and (ii)
any assignment by any Lender must be made in compliance with Section 13.3. The
parties to this Agreement acknowledge that clause (ii) of this Section 13.1.1
relates only to absolute assignments and does not prohibit assignments creating
security interests, including, without limitation, (x) any pledge or assignment
by any Lender of all or any portion of its rights under this Agreement and any
Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund,
any pledge or assignment of all or any portion of its rights under this
Agreement and any Note to its trustee in support of its obligations to its
trustee; provided, however, that no such pledge or assignment creating a
security interest shall release the transferor Lender from its obligations
hereunder unless and until the parties thereto have complied with the provisions
of Section 13.3. The Administrative Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 13.3; provided, however, that the
Administrative Agent may in its discretion (but shall not be required to) follow
instructions from the Person which made any Loan or which holds any Note to
direct payments relating to such Loan or Note to another Person. Any assignee of
the rights to any Loan or any Note agrees by acceptance of such assignment to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to any Loan (whether
or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder or assignee of the rights to such Loan.

         13.1.2.  Designated Lenders.

         (i)      Subject to the terms and conditions set forth in this Section
13.1.2, any Lender may from time to time elect to designate an Eligible Designee
to provide all or any part of the Revolving Loans to be made by such Lender
pursuant to this Agreement; provided that the designation of an Eligible
Designee by any Lender for purposes of this Section 13.1.2 shall be subject to
the approval of the Administrative Agent (which consent shall not be
unreasonably


                                       80
<PAGE>


withheld or delayed). Upon the execution by the parties to each such designation
of an agreement in the form of Exhibit G hereto (a "DESIGNATION AGREEMENT") and
the acceptance thereof by the Administrative Agent, the Eligible Designee shall
become a Designated Lender for purposes of this Agreement. The Designating
Lender shall thereafter have the right to permit the Designated Lender to
provide all or a portion of the Revolving Loans to be made by the Designating
Lender pursuant to the terms of this Agreement and the making of the Revolving
Loans or portion thereof shall satisfy the obligations of the Designating Lender
to the same extent, and as if, such Revolving Loan was made by the Designating
Lender. As to any Revolving Loan made by it, each Designated Lender shall have
all the rights a Lender making such Revolving Loan would have under this
Agreement and otherwise; provided, (x) that all voting rights under this
Agreement shall be exercised solely by the Designating Lender, (y) each
Designating Lender shall remain solely responsible to the other parties hereto
for its obligations under this Agreement, including the obligations of a Lender
in respect of Revolving Loans made by its Designated Lender and (z) no
Designated Lender shall be entitled to reimbursement under Article III hereof
for any amount which would exceed the amount that would have been payable by any
Borrower to the Lender from which the Designated Lender obtained any interests
hereunder. No additional Notes shall be required with respect to Revolving Loans
provided by a Designated Lender; provided, however, to the extent any Designated
Lender shall advance funds, the Designating Lender shall be deemed to hold the
Notes in its possession as an agent for such Designated Lender to the extent of
the Revolving Loan funded by such Designated Lender. Such Designating Lender
shall act as administrative agent for its Designated Lender and give and receive
notices and communications hereunder. Any payments for the account of any
Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Borrowers nor the
Administrative Agent shall be responsible for any Designating Lender's
application of such payments. In addition, any Designated Lender may (1) with
notice to, but without the consent of the Borrowers or the Administrative Agent,
assign all or portions of its interests in any Revolving Loans to its
Designating Lender or to any financial institution consented to by the
Administrative Agent providing liquidity and/or credit facilities to or for the
account of such Designated Lender and (2) subject to advising any such Person
that such information is to be treated as confidential in accordance with such
Person's customary practices for dealing with confidential, non-public
information, disclose on a confidential basis any non-public information
relating to its Revolving Loans to any rating agency, commercial paper dealer or
provider of any guarantee, surety or credit or liquidity enhancement to such
Designated Lender.

         (ii)     Each party to this Agreement hereby agrees that it shall not
institute against, or join any other Person in instituting against, any
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of its inability to institute any such proceeding against such
Designated Lender. This Section 13.1.2 shall survive the termination of this
Agreement.

         13.2.    Participations


                                       81
<PAGE>



         13.2.1.  Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks or other entities ("PARTICIPANTS") participating
interests in any Outstanding Credit Exposure of such Lender, any Note held by
such Lender, any Commitment of such Lender or any other interest of such Lender
under the Loan Documents. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of its Outstanding Credit Exposure and the
holder of any Note issued to it in evidence thereof for all purposes under the
Loan Documents, all amounts payable by the Borrowers under this Agreement shall
be determined as if such Lender had not sold such participating interests, and
the Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents.

         13.2.2.  Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Credit Extension or Commitment in
which such Participant has an interest if such amendment, modification or waiver
would otherwise require the consent of all the Lenders under Section 8.2.

         13.2.3.  Benefit of Setoff. The Borrowers agree that, to the maximum
extent permitted by applicable law, each Participant shall be deemed to have the
right of setoff provided in Section 12.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 12.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 12.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section
12.2 as if each Participant were a Lender.

         13.3.    Assignments.

         13.3.1.  Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities ("PURCHASERS") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be evidenced by an
agreement substantially in the form of Exhibit C or in such other form as may be
agreed to by the parties thereto (each such agreement, an "ASSIGNMENT
AGREEMENT"). The consent of the Company, the LC Issuers and the Administrative
Agent shall be required prior to an Assignment Agreement becoming effective with
respect to a Purchaser which is not a Lender, an Affiliate thereof or a
Designated Lender, provided, however, that if a Default has occurred and is
continuing, the consent of the Company shall not be required. Such consent shall
not be unreasonably withheld or delayed. Each such assignment with respect to a
Purchaser which is not a Lender, an Affiliate thereof or a Designated Lender
shall (unless each of the Company and the Administrative Agent otherwise
consents) be in an amount not less than the lesser of (i) $5,000,000 and
integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount
of the assigning Lender's Commitment (calculated as at the date of such


                                       82
<PAGE>



assignment), or, if the Commitment Termination Date has occurred, the remaining
amount of the assigning Lender's Outstanding Credit Exposure.

         13.3.2.  Effect; Effective Date. Upon (i) delivery to the
Administrative Agent of an Assignment Agreement, together with any consents
required by Section 13.3.1, and (ii) payment of a $4,000 fee to the
Administrative Agent for processing such assignment (unless such fee is waived
by the Administrative Agent or unless such assignment is made to such assigning
Lender's Affiliate), such assignment shall become effective on the effective
date specified in such assignment. The Assignment Agreement shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment and Outstanding Credit Exposure
under the applicable Assignment Agreement constitutes "plan assets" as defined
under ERISA and that the rights and interests of the Purchaser in and under the
Loan Documents will not be "plan assets" under ERISA. On and after the effective
date of such assignment, such Purchaser shall for all purposes be a Lender party
to this Agreement and any other Loan Document executed by or on behalf of the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by any Borrower, the Lenders or the Administrative
Agent shall be required to release the transferor Lender with respect to the
percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned
to such Purchaser. Upon the consummation of any assignment to a Purchaser
pursuant to this Section 13.3.2, the transferor Lender, the Administrative
Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires
that its Loans be evidenced by Notes, make appropriate arrangements so that new
Notes or, as appropriate, replacement Notes are issued to such transferor Lender
and new Notes or, as appropriate, replacement Notes, are issued to such
Purchaser, in each case in principal amounts reflecting their respective
Commitments (or, if the Commitment Termination Date has occurred, their
respective Outstanding Credit Exposure), as adjusted pursuant to such
assignment.

         13.3.3.  The Register. Notwithstanding anything to the contrary in this
Agreement, the Borrowers hereby designate the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as the
Borrowers' contractual representative solely for purposes of this Section
13.3.3. In this connection, the Administrative Agent shall maintain at its
address referred to in Section 14.1 a copy of each Assignment Agreement
delivered to and accepted by it pursuant to this Section 13.3.3 and a register
(the "REGISTER") for the recordation of the names and addresses of the Lenders
and the Commitment of, principal amount of and interest on the Revolving Loans
owing to, each Lender from time to time and whether such Lender is an original
Lender or the assignee of another Lender pursuant to an assignment under this
Section 13.3. The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Company and each of its
Subsidiaries, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by the Borrowers
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

         13.4.    Dissemination of Information. The Borrowers authorize each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all


                                       83
<PAGE>


information in such Lender's possession concerning the creditworthiness of the
Company and its Subsidiaries, including without limitation any information
contained in any reports or other information delivered by any Borrower pursuant
to Section 6.1; provided that each Transferee and prospective Transferee agrees
to be bound by Section 10.11 of this Agreement.

         13.5.    Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                  ARTICLE XIV

                                    NOTICES

         14.1.    Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the initial Borrowers, the Agents or any Lender party hereto as
of the Closing Date, at its respective address or facsimile number set forth on
the signature pages hereof, (y) in the case of any Lender that becomes a party
hereto pursuant to Section 13.3, at its address or facsimile number set forth in
the applicable Assignment Agreement or, if none is provided therein, in its
administrative questionnaire or (z) in the case of any party, at such other
address or facsimile number as such party may hereafter specify for the purpose
by notice to the Administrative Agent and the Company in accordance with the
provisions of this Section 14.1. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by United States mail, 72 hours after such
communication is deposited in such mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Administrative Agent under Article
II shall not be effective until received. For all purposes under this Agreement
and the other Loan Documents, (A) notice to the Administrative Agent from any
Borrower shall not be deemed to be effective until actually received by the
Administrative Agent, and (B) delivery of any notice to the Company shall be
deemed to have been delivered to the Borrowers.

         14.2.    Change of Address. The Borrowers, the Agents and any Lender
may each change the address for service of notice upon it by a notice in writing
to the other parties hereto.

                                   ARTICLE XV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been


                                       84
<PAGE>


executed by the initial Borrowers, the Agents, the LC Issuers and the Lenders
and each party has notified the Agents by facsimile transmission or telephone
that it has taken such action.

                                  ARTICLE XVI

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         16.1.    CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS
105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

         16.2.    CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS, ANY LC ISSUER OR ANY LENDER
TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENTS, ANY LC
ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE AGENTS, ANY LC ISSUER OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
CHICAGO, ILLINOIS OR THE CITY IN WHICH THE PRINCIPAL OFFICE OF SUCH AGENT,
LENDER OR AFFILIATE, AS THE CASE MAY BE, IS LOCATED.

         16.3.    WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWERS, THE AGENTS, EACH LC ISSUER AND EACH LENDER HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                            [Signature Pages Follow]


                                       85
<PAGE>
         IN WITNESS WHEREOF, the initial Borrowers, the Lenders, the LC Issuers
and the Agents have executed this Agreement as of the date first above written.

                                    L & C SPINCO, INC., as a Borrower



                                    By: /s/ B. A. Hattox
                                          --------------------------------------
                                    Name: Brock A. Hattox
                                    Title: Executive Vice President and CFO


                                    L & C Spinco, Inc.
                                    1420 Peachtree Street NE
                                    Atlanta, Georgia 30309-3002
                                    Attention: Mr. Chet Popkowski
                                    Phone:  404-853-1405
                                    Fax: 404-853-1330
                                    E-mail: chet.popkowski@nationalservice.com


                                                      with a copy to:


                                    L & C Spinco, Inc.
                                    1420 Peachtree Street NE
                                    Atlanta, Georgia 30309-3002
                                    Attention: Mr. Ken Murphy
                                    Phone:  404-853-1440
                                    Fax: 404-853-1015
                                    E-mail: ken.murphy@nationalservice.com


<PAGE>



                                    L & C LIGHTING GROUP, INC., as a Borrower



                                    By: /s/ B. A. Hattox
                                        ----------------------------------------
                                    Name: Brock A. Hattox
                                    Title: Executive Vice President and CFO


                                    L & C Lighting Group, Inc.
                                    1420 Peachtree Street NE
                                    Atlanta, Georgia 30309-3002
                                    Attention: Mr. Chet Popkowski
                                    Phone:  404-853-1405
                                    Fax: 404-853-1330
                                    E-mail: chet.popkowski@nationalservice.com


                                                      with a copy to:


                                    L & C Lighting Group, Inc.
                                    1420 Peachtree Street NE
                                    Atlanta, Georgia 30309-3002
                                    Attention: Mr. Ken Murphy
                                    Phone:  404-853-1440
                                    Fax: 404-853-1015
                                    E-mail: ken.murphy@nationalservice.com



<PAGE>


                                    THE ZEP GROUP, INC., as a Borrower



                                    By: /s/ B. A. Hattox
                                        ----------------------------------------
                                    Name: Brock A. Hattox
                                    Title: Executive Vice President and CFO


                                    The Zep Group, Inc.
                                    1420 Peachtree Street NE
                                    Atlanta, Georgia 30309-3002
                                    Attention: Mr. Chet Popkowski
                                    Phone:  404-853-1405
                                    Fax: 404-853-1330
                                    E-mail: chet.popkowski@nationalservice.com


                                                      with a copy to:


                                    The Zep Group, Inc.
                                    1420 Peachtree Street NE
                                    Atlanta, Georgia 30309-3002
                                    Attention: Mr. Ken Murphy
                                    Phone:  404-853-1440
                                    Fax: 404-853-1015
                                    E-mail: ken.murphy@nationalservice.com


<PAGE>

                              BANK ONE, NA (Main Office Chicago), as the
                              Administrative Agent, as Swing Line Lender, as LC
                              Issuer and as a Lender


                              By:  /s/ Steven P. Sullivan
                                   ---------------------------------
                              Name:  Steven P. Sullivan
                              Title: Corporate Banking Officer

                              1 Bank One Plaza
                              Chicago, IL 60670

                              Attention: Tim J. King
                              Phone: (312) 732-4973
                              Fax: (312) 732-6894
                              E-mail: tim_j_king@bankone.com







<PAGE>



                              WACHOVIA BANK, N.A., as the Syndication
                              Agent and as a Lender


                              By:  /s/ Karin E. Reel
                                   ---------------------------------
                              Name:  Karin E. Reel
                              Title: Vice President

                              191 Peachtree Street, N.E.
                              28th Floor
                              Atlanta, GA 30303

                              Attention: Karin E. Reel
                              Phone: (404) 332-5187
                              Fax: (404) 332-4058
                              E-mail: karin.reel@wachovia.com







<PAGE>


                              SUNTRUST BANK, as the Documentation Agent
                              and as a Lender


                              By:  /s/ Mike Dunlap
                                   ---------------------------------
                              Name:  Mike Dunlap
                              Title: Managing Director

                              303 Peachtree St., N.E.
                              2nd Floor
                              Mail Code 1921
                              Atlanta, GA 30308

                              Attention: Scott Deviney
                              Phone: (404) 658-4919
                              Fax: (404) 588-8833
                              E-mail: Scott.Deviney@SunTrust.com








<PAGE>
                                               THE BANK OF NEW YORK, as a Lender

                                               By:    /s/ David C. Siegel
                                                      ---------------
                                               Name:  David C. Siegel
                                               Title: Vice President

                                               Address: One Wall Street
                                                        ------------------
                                                        New York, NY 10286
                                                        ------------------

                                               Attention: Larry Geter
                                                          -------------------
                                               Phone:     (212) 635-6740
                                                          -------------------
                                               Fax:       (212) 635-6399
                                                          -------------------
                                               E-mail:    LGeter@BankofNY.com
                                                          -------------------
<PAGE>
                                       BANK OF AMERICA, N.A., as a Lender

                                       By: /s/ David H. Dinkins
                                           -------------------------------
                                       Name: David H. Dinkins
                                       Title: Principal

                                       Bank of America Corporate Center
                                       100 N. Tryon St., 17th Floor
                                       NCI-007-17-12
                                       Charlotte, NC 28255

                                       Attention: Dave Dinkins
                                       Phone: (704) 386-2951
                                       Fax: (704) 386-3271
                                       E-mail: david.h.dinkins@bankofamerica.com
















<PAGE>
                                    THE INDUSTRIAL BANK OF JAPAN, LTD.,
                                    as a Lender


                                    By: /s/ James W. Masters
                                       ----------------------------------------
                                    Name: James W. Masters
                                    Title: Senior Vice President

                                    The Industrial Bank of Japan, Ltd.
                                    New York Branch
                                    1251 Avenue of the Americas
                                    New York, NY 10020-1104

                                    Attention: Juan Almodoval
                                    Phone: (212) 282-4072
                                    Fax: (212) 282-4480
                                    E-mail: jalmodoval@ibjus.com