<Page>


                                                                    Exhibit 10.8


                          CREDIT AND GUARANTY AGREEMENT

                           DATED AS OF AUGUST 15, 2001

                                      AMONG

                           THE WILLIAM CARTER COMPANY,

                                  AS BORROWER,

                              CARTER HOLDINGS, INC.

                                       AND

               CERTAIN SUBSIDIARIES OF THE WILLIAM CARTER COMPANY,
                                 AS GUARANTORS,

                                VARIOUS LENDERS,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                     AS LEAD ARRANGER AND SYNDICATION AGENT,

                              FLEET NATIONAL BANK,
                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

                                       AND

                                  BNP PARIBAS,
                             AS DOCUMENTATION AGENT

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

                  $185,000,000 SENIOR SECURED CREDIT FACILITIES

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



<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 1. DEFINITIONS AND INTERPRETATION.........................................................................2
         1.1.     DEFINITIONS.....................................................................................2
         1.2.     ACCOUNTING TERMS...............................................................................32
         1.3.     INTERPRETATION, ETC............................................................................32

SECTION 2. LOANS AND LETTERS OF CREDIT...........................................................................33
         2.1.     TRANCHE B TERM LOANS...........................................................................33
         2.2.     REVOLVING LOANS................................................................................34
         2.3.     SWING LINE LOANS...............................................................................35
         2.4.     ISSUANCE OF LETTERS OF CREDIT AND PURCHASE OF PARTICIPATIONS THEREIN...........................37
         2.5.     PRO RATA SHARES; AVAILABILITY OF FUNDS.........................................................41
         2.6.     USE OF PROCEEDS................................................................................42
         2.7.     EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS; NOTES..................................42
         2.8.     INTEREST ON LOANS..............................................................................43
         2.9.     CONVERSION/CONTINUATION........................................................................45
         2.10.    DEFAULT INTEREST...............................................................................46
         2.11.    FEES...........................................................................................46
         2.12.    SCHEDULED PAYMENTS/COMMITMENT REDUCTIONS.......................................................47
         2.13.    VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS....................................................48
         2.14.    MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS....................................................50
         2.15.    APPLICATION OF PREPAYMENTS/REDUCTIONS..........................................................51
         2.16.    GENERAL PROVISIONS REGARDING PAYMENTS..........................................................53
         2.17.    RATABLE SHARING................................................................................54
         2.18.    MAKING OR MAINTAINING EURODOLLAR RATE LOANS....................................................54
         2.19.    INCREASED COSTS; CAPITAL ADEQUACY..............................................................57
         2.20.    TAXES; WITHHOLDING, ETC........................................................................58
         2.21.    OBLIGATION TO MITIGATE.........................................................................60
         2.22.    DEFAULTING LENDERS.............................................................................61
         2.23.    REMOVAL OR REPLACEMENT OF A LENDER.............................................................61
         2.24.    LIMITATION ON MAKING CLAIMS....................................................................62

SECTION 3. CONDITIONS PRECEDENT..................................................................................63
         3.1.     CLOSING DATE...................................................................................63
         3.2.     CONDITIONS TO EACH CREDIT EXTENSION............................................................68

SECTION 4. REPRESENTATIONS AND WARRANTIES........................................................................69
         4.1.     ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION.....................................69
         4.2.     CAPITAL STOCK AND OWNERSHIP....................................................................69
         4.3.     DUE AUTHORIZATION..............................................................................70
         4.4.     NO CONFLICT....................................................................................70
</Table>

                                       i

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<Table>
<S>                                                                                                            <C>
         4.5.     GOVERNMENTAL CONSENTS..........................................................................70
         4.6.     BINDING OBLIGATION.............................................................................70
         4.7.     HISTORICAL FINANCIAL STATEMENTS................................................................71
         4.8.     PROJECTIONS....................................................................................71
         4.9.     NO MATERIAL ADVERSE CHANGE.....................................................................71
         4.10.    NO RESTRICTED JUNIOR PAYMENTS..................................................................71
         4.11.    ADVERSE PROCEEDINGS, ETC.......................................................................71
         4.12.    PAYMENT OF TAXES...............................................................................72
         4.13.    PROPERTIES.....................................................................................72
         4.14.    ENVIRONMENTAL MATTERS..........................................................................72
         4.15.    NO DEFAULTS....................................................................................73
         4.16.    MATERIAL CONTRACTS.............................................................................73
         4.17.    GOVERNMENTAL REGULATION........................................................................73
         4.18.    MARGIN STOCK...................................................................................73
         4.19.    EMPLOYEE MATTERS...............................................................................73
         4.20.    EMPLOYEE BENEFIT PLANS.........................................................................74
         4.21.    SOLVENCY.......................................................................................75
         4.22.    RELATED AGREEMENTS.............................................................................75
         4.23.    COMPLIANCE WITH STATUTES, ETC..................................................................75
         4.24.    DISCLOSURE.....................................................................................75

SECTION 5. AFFIRMATIVE COVENANTS.................................................................................76
         5.1.     FINANCIAL STATEMENTS AND OTHER REPORTS.........................................................76
         5.2.     EXISTENCE......................................................................................80
         5.3.     PAYMENT OF TAXES AND CLAIMS....................................................................80
         5.4.     MAINTENANCE OF PROPERTIES......................................................................80
         5.5.     INSURANCE......................................................................................81
         5.6.     INSPECTIONS....................................................................................81
         5.7.     LENDERS MEETINGS...............................................................................81
         5.8.     COMPLIANCE WITH LAWS...........................................................................81
         5.9.     ENVIRONMENTAL..................................................................................82
         5.10.    SUBSIDIARIES...................................................................................83
         5.11.    ADDITIONAL MATERIAL REAL ESTATE ASSETS.........................................................83
         5.12.    INTEREST RATE PROTECTION.......................................................................84
         5.13.    FURTHER ASSURANCES.............................................................................84
         5.14.    CERTAIN POST-CLOSING MATTERS...................................................................84

SECTION 6. NEGATIVE COVENANTS....................................................................................85
         6.1.     INDEBTEDNESS...................................................................................85
         6.2.     LIENS..........................................................................................87
         6.3.     EQUITABLE LIEN.................................................................................88
         6.4.     NO FURTHER NEGATIVE PLEDGES....................................................................89
         6.5.     RESTRICTED JUNIOR PAYMENTS.....................................................................89
</Table>

                                       ii

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<Table>
<S>                                                                                                            <C>
         6.6.     RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS.......................................................89
         6.7.     INVESTMENTS....................................................................................90
         6.8.     FINANCIAL COVENANTS............................................................................91
         6.9.     FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS.......................................92
         6.10.    DISPOSAL OF SUBSIDIARY INTERESTS...............................................................93
         6.11.    SALES AND LEASE-BACKS..........................................................................94
         6.12.    TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES..................................................94
         6.13.    CONDUCT OF BUSINESS............................................................................94
         6.14.    PERMITTED ACTIVITIES OF HOLDINGS...............................................................94
         6.15.    AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS............................................95
         6.16.    AMENDMENTS OR WAIVERS OF WITH RESPECT TO SENIOR SUBORDINATED NOTE DOCUMENTS....................95
         6.17.    FISCAL YEAR....................................................................................95

SECTION 7. GUARANTY..............................................................................................95
         7.1.     GUARANTY OF THE OBLIGATIONS....................................................................95
         7.2.     CONTRIBUTION BY GUARANTORS.....................................................................96
         7.3.     PAYMENT BY GUARANTORS..........................................................................96
         7.4.     LIABILITY OF GUARANTORS ABSOLUTE...............................................................97
         7.5.     WAIVERS BY GUARANTORS..........................................................................99
         7.6.     GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC..........................................100
         7.7.     SUBORDINATION OF OTHER OBLIGATIONS............................................................100
         7.8.     CONTINUING GUARANTY...........................................................................101
         7.9.     AUTHORITY OF GUARANTORS OR COMPANY............................................................101
         7.10.    FINANCIAL CONDITION OF COMPANY................................................................101
         7.11.    BANKRUPTCY, ETC...............................................................................101
         7.12.    DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR..................................................102

SECTION 8. EVENTS OF DEFAULT....................................................................................102
         8.1.     EVENTS OF DEFAULT.............................................................................102

SECTION 9. AGENTS...............................................................................................105
         9.1.     APPOINTMENT OF AGENTS.........................................................................105
         9.2.     POWERS AND DUTIES.............................................................................106
         9.3.     GENERAL IMMUNITY..............................................................................106
         9.4.     AGENTS ENTITLED TO ACT AS LENDER..............................................................107
         9.5.     LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.......................................107
         9.6.     RIGHT TO INDEMNITY............................................................................108
         9.7.     SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER..........................................108
         9.8.     COLLATERAL DOCUMENTS AND GUARANTY.............................................................109

SECTION 10. MISCELLANEOUS.......................................................................................110
         10.1.    NOTICES.......................................................................................110
         10.2.    EXPENSES......................................................................................110
</Table>

                                      iii

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<Table>
<S>                                                                                                            <C>
         10.3.    INDEMNITY.....................................................................................111
         10.4.    SET-OFF.......................................................................................111
         10.5.    AMENDMENTS AND WAIVERS........................................................................112
         10.6.    SUCCESSORS AND ASSIGNS; PARTICIPATIONS........................................................114
         10.7.    INDEPENDENCE OF COVENANTS.....................................................................117
         10.8.    SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS........................................117
         10.9.    NO WAIVER; REMEDIES CUMULATIVE................................................................117
         10.10.   MARSHALLING; PAYMENTS SET ASIDE...............................................................118
         10.11.   SEVERABILITY..................................................................................118
         10.12.   OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS....................................118
         10.13.   HEADINGS......................................................................................118
         10.14.   APPLICABLE LAW................................................................................119
         10.15.   CONSENT TO JURISDICTION.......................................................................119
         10.16.   WAIVER OF JURY TRIAL..........................................................................119
         10.17.   CONFIDENTIALITY...............................................................................120
         10.18.   USURY SAVINGS CLAUSE..........................................................................120
         10.19.   COUNTERPARTS..................................................................................121
         10.20.   EFFECTIVENESS.................................................................................121
</Table>

                                       iv

<Page>


APPENDIX: A          Notice Addresses


SCHEDULES: 1.1(a)    Description of Acquisition
           1.1(b)    Certain Financial Calculations
           1.1(c)    Management Investors and Other Investors
           3.1(k)(i) Closing Date Mortgaged Properties
           4.1       Jurisdictions of Organization and Qualification
           4.2       Capital Stock and Ownership
           4.10      Certain Restricted Junior Payments
           4.13      Real Estate Assets
           6.1       Certain Indebtedness
           6.2       Certain Liens
           6.4       Certain Negative Pledges
           6.7       Certain Investments
           6.12      Certain Affiliate Transactions


EXHIBITS:  A-1       Funding Notice
           A-2       Conversion/Continuation Notice
           A-3       Issuance Notice
           B-1       Tranche B Term Loan Note
           B-2       Revolving Loan Note
           B-3       Swing Line Note
           C         Compliance Certificate
           D         Opinions of Counsel
           E         Assignment Agreement
           F         Certificate Re Non-bank Status
           G         Closing Date Certificate
           H         Counterpart Agreement
           I         Pledge and Security Agreement
           J         Mortgage

                                       v

<PAGE>


                          CREDIT AND GUARANTY AGREEMENT

            This CREDIT AND GUARANTY AGREEMENT, dated as of August 15, 2001, is
entered into by and among THE WILLIAM CARTER COMPANY, a Massachusetts
corporation ("COMPANY"), CARTER HOLDINGS, INC., a Massachusetts corporation
("HOLDINGS"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Lead
Arranger, Book Runner, and as Syndication Agent (in such capacities,
"SYNDICATION AGENT"), FLEET NATIONAL BANK ("FLEET"), as Administrative Agent
(together with its permitted successors in such capacity, "ADMINISTRATIVE
AGENT") and as Collateral Agent (together with its permitted successors in such
capacity, "COLLATERAL AGENT"), and BNP PARIBAS ("BNP"), as Documentation Agent
(in such capacity, "DOCUMENTATION AGENT").


RECITALS:

            WHEREAS, capitalized terms used in these Recitals shall have the
respective meanings set forth for such terms in Section 1.1 hereof;

            WHEREAS, Berkshire Partners LLC ("BERKSHIRE") together with certain
investors have formed CH Acquisitions LLC, a Delaware limited liability company
("ACQUISITION CO."), for the purpose of engaging in a series of transactions,
including the Acquisition, whereby Principals, Other Investors and the
Management Investors will acquire all of the voting power and outstanding
Capital Stock of Holdings;

            WHEREAS, in connection with the Acquisition Lenders have agreed to
extend certain credit facilities to Company, in an aggregate amount not to
exceed $185,000,000, consisting of $125,000,000 aggregate principal amount of
Tranche B Term Loans, and up to $60,000,000 aggregate principal amount of
Revolving Commitments;

            WHEREAS, all of the proceeds of the Tranche B Term Loans, together
with $24,000,000 of borrowings under the Revolving Loans, the issuance by
Company of approximately $175,000,000 of Senior Subordinated Notes, the sale by
Holdings to Principals and certain Other Investors of common equity for cash in
an amount equal to approximately $127,500,000 and the rollover of management
equity in an amount equal to approximately $18,000,000 will be used to finance
the Acquisition;

            WHEREAS, Company has agreed to secure all of its Obligations by
granting to Collateral Agent, for the benefit of Secured Parties, a First
Priority Lien on substantially all of its assets, including a pledge of all of
the Capital Stock of each of its Domestic Subsidiaries and 65% of all of the
Capital Stock of each of its Foreign Subsidiaries; and

            WHEREAS, Guarantors have agreed to guarantee the obligations of
Company hereunder and to secure their respective Obligations by granting to
Collateral Agent, for the

                                       1

<Page>


benefit of Secured Parties, a First Priority Lien on all of their respective
assets, including a pledge of all of the Capital Stock of each of their
respective Domestic Subsidiaries (including Company) and 65% of all of the
Capital Stock of each of their respective Foreign Subsidiaries.

            NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

       1.1. DEFINITIONS. The following terms used herein, including in the
preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:

            "ACQUISITION CO." as defined in the preamble hereto.

            "ACQUISITION" means the acquisition by Principals, certain Other
Investors and the Management Investors of all of the voting power and
outstanding Capital Stock of Holdings as described in Schedule 1.1(a).

            "ACQUISITION FINANCING REQUIREMENTS" means the aggregate of all
amounts necessary (i) to pay the cash portion of the Acquisition, (ii) to
refinance and discharge all Existing Indebtedness and (iii) to pay Transaction
Costs.

            "ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by dividing (and rounding upward to the next
whole multiple of 1/100 of 1%) (i) (a) the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be
the offered rate which appears on the page of the Telerate Screen which displays
an average British Bankers Association Interest Settlement Rate (such page
currently being page number 3740 or 3750, as applicable) for deposits (for
delivery on the first day of such period) with a term equivalent to such period
in Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (b) in the event the rate referenced
in the preceding clause (a) does not appear on such page or service or if such
page or service shall cease to be available, the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be
the offered rate on such other page or other service which displays an average
British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in
Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced
in the preceding clauses (a) and (b) are not available, the rate per annum
(rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
first class banks in the London interbank market by Fleet for deposits (for
delivery on the first day of the relevant period) in Dollars of amounts in same
day funds comparable to the principal amount of the applicable Loan of
Administrative Agent, in its

                                       2

<Page>


capacity as a Lender, for which the Adjusted Eurodollar Rate is then being
determined with maturities comparable to such period as of approximately 11:00
a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an
amount equal to (a) one MINUS (b) the Applicable Reserve Requirement.

            "ADMINISTRATIVE AGENT" as defined in the preamble hereto.

            "ADVERSE PROCEEDING" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Holdings or any of its
Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to
the knowledge of Holdings or any of its Subsidiaries, threatened against or
affecting Holdings or any of its Subsidiaries or any property of Holdings or any
of its Subsidiaries.

            "AFFECTED LENDER" as defined in Section 2.18(b).

            "AFFECTED LOANS" as defined in Section 2.18(b).

            "AFFILIATE" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 10% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.

            "AGENT" means each of Syndication Agent, Administrative Agent,
Collateral Agent and Documentation Agent.

            "AGGREGATE AMOUNTS DUE" as defined in Section 2.17.

            "AGGREGATE PAYMENTS" as defined in Section 7.2.

            "AGREEMENT" means this Credit and Guaranty Agreement, dated as of
August 15, 2001, as it may be amended, restated, supplemented or otherwise
modified from time to time.

            "APPLICABLE MARGIN" means (i) (a) from the Closing Date until the
date of delivery of financial statements for the period ending March 31, 2002,
3.50% per annum with respect to Tranche B Term Loans that are Eurodollar Rate
Loans and 3.00% per annum with respect to Revolving Loans that are Eurodollar
Rate Loans; and (b) thereafter a percentage, per annum, determined by reference
to the Leverage Ratio in effect from time to time as set forth below:

                                       3

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<Table>
<Caption>
================================================================================================
                                           APPLICABLE MARGIN FOR           APPLICABLE MARGIN FOR
LEVERAGE RATIO                             TRANCHE B TERM LOANS            REVOLVING LOANS
------------------------------------------------------------------------------------------------
<S>                                        <C>                             <C>
(Greater than or equal to) 4.25:1.00         3.50%                              3.00%

------------------------------------------------------------------------------------------------
(Less than)  4.25:1.00                       3.50%                              2.75%
(Greater than or equal to) 3.75:1.00
------------------------------------------------------------------------------------------------
(Less than) 3.75:1.00                        3.25%                              2.50%
(Greater than or equal to) 3.25:1.00
------------------------------------------------------------------------------------------------
(Less than) 3.25:1.00                        3.25%                              2.25%
(Greater than or equal to) 2.75:1.00
------------------------------------------------------------------------------------------------
(Less than) 2.75:1.00                        3.00%                              2.00%
================================================================================================
</Table>

and (ii) with respect to Swing Line Loans and Tranche B Term Loans and Revolving
Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for
Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as
applicable, minus (b) 1.00% per annum. No change in the Applicable Margin shall
be effective until three Business Days after the date on which Administrative
Agent shall have received the applicable financial statements and a Compliance
Certificate pursuant to Section 5.1(d) calculating the Leverage Ratio. At any
time Company has not submitted to Administrative Agent the applicable
information as and when required under Section 5.1(d), the Applicable Margin
shall be determined as if the Leverage Ratio were in excess of 4.25:1.00. Within
one Business Day of receipt of the applicable information under Section 5.1(d),
Administrative Agent shall give each Lender telefacsimile or telephonic notice
(confirmed in writing) of the Applicable Margin in effect from such date.

            "APPLICABLE RESERVE REQUIREMENT" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by
reference to which the applicable Adjusted Eurodollar Rate or any other interest
rate of a Loan is to be determined, or (ii) any category of extensions of credit
or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted
automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

                                       4

<Page>


            "APPLICABLE REVOLVING COMMITMENT FEE PERCENTAGE" means 0.50% per
annum.

            "ASSET SALE" means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than Company
or any Guarantor Subsidiary), in one transaction or a series of transactions, of
all or any part of Holdings's or any of its Subsidiaries' businesses, assets or
properties of any kind, whether real, personal, or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, including, without
limitation, the Capital Stock of any of Holdings' Subsidiaries, other than (i)
inventory (or other assets, including Cash Equivalents and intellectual
property) sold, leased or licensed in the ordinary course of business, (ii)
obsolete, worn out or surplus property sold in the ordinary course of business
(or in the case of leased or subleased properties, properties which are no
longer useful or necessary in Holdings's or any of its Subsidiaries' businesses
and disposed of in the ordinary course of business), and (iii) sales of other
assets for aggregate consideration of less than $2,000,000 with respect to any
transaction or series of related transactions.

            "ASSIGNMENT AGREEMENT" means an Assignment and Assumption Agreement
substantially in the form of Exhibit E, with such amendments or modifications as
may be approved by Administrative Agent.

            "AUTHORIZED OFFICER" means, as applied to any Person, any individual
holding the position of chairman of the board (if an officer), chief executive
officer, president or one of its vice presidents (or the equivalent thereof),
and such Person's chief financial officer or treasurer.

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

            "BASE RATE" means, for any day, a rate per annum equal to the
greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

            "BASE RATE LOAN" means a Loan bearing interest at a rate determined
by reference to the Base Rate.

            "BENEFICIAL OWNER" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable

                                       5

<Page>


or is exercisable only upon the occurrence of a subsequent condition. The terms
"BENEFICIALLY OWNS" and "BENEFICIALLY OWNED" have a corresponding meaning.

            "BENEFICIARY" means each Agent, Issuing Bank, Lender and Lender
Counterparty.

            "BERKSHIRE" as defined in the preamble hereto.

            "BNP" as defined in the preamble hereto.

            "BUSINESS DAY" means (i) any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or
Massachusetts or is a day on which banking institutions located in any of such
states are authorized or required by law or other governmental action to close
and (ii) with respect to all notices, determinations, fundings and payments in
connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the
term "BUSINESS DAY" shall mean any day which is a Business Day described in
clause (i) and which is also a day for trading by and between banks in Dollar
deposits in the London interbank market.

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

            "CAPITAL STOCK" means any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
including, without limitation, partnership interests and membership interests.

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

            "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit or bankers' acceptances maturing within
one year after such date and issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least

                                       6

<Page>


"adequately capitalized" (as defined in the regulations of its primary Federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000; (v) shares of any money market mutual fund that
(a) has substantially all of its assets invested continuously in the types of
investments referred to in clauses (i) through (iv) above, (b) has net assets of
not less than $500,000,000, and (c) has the highest rating obtainable from
either S&P or Moody's; and (vi) any investment by a Foreign Subsidiary in its
local jurisdiction comparable to the items described above.

            "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially
in the form of Exhibit F.

            "CHANGE OF CONTROL" means, at any time, (i) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of Holdings and its Subsidiaries,
taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of
the Exchange Act) other than to a Principal or a Related Party of a Principal;
(ii) the adoption of a plan relating to the liquidation or dissolution of
Holdings; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any Person,
other than the Principals and their Related Parties, becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of Holdings,
measured by voting power rather than number of shares; (iv) the first day on
which a majority of the members of the board of directors of Holdings are not
Continuing Directors; or (v) any "change of control" or similar event under the
Senior Subordinated Note Documents shall occur.

            "CLASS" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Tranche B Term Loan Exposure and (b)
Lenders having Revolving Exposure (including Swing Line Lender), and (ii) with
respect to Loans, each of the following classes of Loans: (a) Tranche B Term
Loans, and (b) Revolving Loans (including Swing Line Loans).

            "CLOSING DATE" means the date on which the Tranche B Term Loans are
made.

            "CLOSING DATE CERTIFICATE" means a Closing Date Certificate
substantially in the form of Exhibit G.

            "CLOSING DATE MORTGAGED PROPERTY" as defined in Section 3.1(k)(i).

            "COLLATERAL" means, collectively, all of the real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

            "COLLATERAL AGENT" as defined in the preamble hereto.


                                       7

<Page>


            "COLLATERAL DOCUMENTS" means the Pledge and Security Agreement, the
Mortgages, and all other instruments, documents and agreements (as such may be
amended, restated, supplemented or otherwise modified from time to time)
delivered by any Credit Party pursuant to this Agreement or any of the other
Credit Documents in order to grant to Collateral Agent, for the benefit of
Lenders, a Lien on any real, personal or mixed property of that Credit Party as
security for the Obligations.

            "COLLATERAL QUESTIONNAIRE" means a certificate in form satisfactory
to the Collateral Agent that provides information with respect to the personal
or mixed property of each Credit Party.

            "COMPANY" as defined in the preamble hereto.

            "COMMITMENT" means any Revolving Commitment or Tranche B Term Loan
Commitment.

            "COMPLIANCE CERTIFICATE" means a Compliance Certificate
substantially in the form of Exhibit C.

            "CONSOLIDATED ADJUSTED EBITDA" means, for any period, an amount
determined for Holdings and its Subsidiaries on a consolidated basis equal to
(i) the sum, without duplication, of the amounts for such period of (a)
Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for
taxes (including any taxes actually paid) based on income, (d) total
depreciation expense, (e) total amortization expense, (f) other non-Cash items
reducing Consolidated Net Income (including any such non-Cash items resulting
from purchase accounting but excluding any such non-Cash item to the extent that
it represents an accrual or reserve for potential Cash items in any future
period or amortization of a prepaid Cash item that was paid in a prior period)
and (g) to the extent deducted in calculating Consolidated Net Income,
Transaction Costs and non-recurring or unusual costs incurred in the relevant
period; PROVIDED that the aggregate amount of such non-recurring or unusual
costs included in this clause (g) incurred during the term of this Agreement
shall not exceed $2,000,000, MINUS (ii) other non-Cash items increasing
Consolidated Net Income for such period (excluding any such non-Cash item to the
extent it represents an accrual of revenue or the reversal of a reserve, in each
case in the ordinary course of business for potential Cash items in any prior
period); PROVIDED that the foregoing shall be subject to the adjustments
described in SCHEDULE 1.1(b).

            "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate of all expenditures of Holdings and its Subsidiaries during such
period determined on a consolidated basis that, in accordance with GAAP, are or
should be included in "purchase of property and equipment" or similar items
reflected in the consolidated statement of cash flows of Holdings and its
Subsidiaries; PROVIDED, HOWEVER, that Consolidated Capital Expenditures shall
not include any expenditures by Holdings or any of its Subsidiaries during that
period with respect to or that consist of Permitted Acquisitions.

                                       8

<Page>


            "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period, excluding any amount not payable
in Cash.

            "CONSOLIDATED CURRENT ASSETS" means, as at any date of
determination, the total assets of Holdings and its Subsidiaries on a
consolidated basis that may properly be classified as current assets in
conformity with GAAP, excluding Cash and Cash Equivalents.

            "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Holdings and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding the current portion of long term debt.

            "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to: (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working
Capital Adjustment, MINUS (ii) the sum, without duplication, of the amounts for
such period of (a) voluntary and scheduled repayments of Consolidated Total Debt
(excluding repayments of Revolving Loans or Swing Line Loans except to the
extent the Revolving Commitments are permanently reduced in connection with such
repayments), (b) Consolidated Capital Expenditures and Permitted Acquisitions
(net of any proceeds of any related financings with respect to such expenditures
or Permitted Acquisitions), (c) Consolidated Cash Interest Expense, (d)
provisions for current taxes based on income of Holdings and its Subsidiaries
and payable in cash or taxes paid with respect to such period and (e) to the
extent included in clause (g) of the definition of Consolidated Adjusted EBITDA
for such period, cash Transaction Costs and non-recurring or unusual costs
incurred and paid in cash during the relevant period.

            "CONSOLIDATED FIXED CHARGES" means, for any period, the sum, without
duplication, of the amounts determined for Holdings and its Subsidiaries on a
consolidated basis equal to (i) Consolidated Cash Interest Expense and (ii)
scheduled payments of principal on Consolidated Total Debt; PROVIDED that the
foregoing shall be subject to adjustments as described in SCHEDULE 1.1(b).

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Holdings
and its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under Hedge
Agreements, but excluding, however, any amounts referred to in Section 2.11(d)
payable on or before the Closing Date.

            "CONSOLIDATED NET INCOME" means, for any period, (i) the net income
(or loss) of Holdings and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP,
MINUS (ii) (a) the income (or loss) of any Person (other than a Subsidiary of
Holdings) in which any other Person (other than Holdings

                                       9

<Page>


or any of its Subsidiaries) has a joint interest, except to the extent of the
amount of dividends or other distributions actually paid to Holdings or any of
its Subsidiaries by such Person during such period, (b) the income (or loss) of
any Person accrued prior to the date it becomes a Subsidiary of Holdings or is
merged into or consolidated with Holdings or any of its Subsidiaries or that
Person's assets are acquired by Holdings or any of its Subsidiaries, (c) the
income of any Subsidiary of Holdings to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary, (d) any after-tax gains or losses
attributable to Asset Sales or returned surplus assets of any Pension Plan, and
(e) (to the extent not included in clauses (a) through (d) above) any net
extraordinary gains or net extraordinary losses.

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

            "CONSOLIDATED WORKING CAPITAL" means, as at any date of
determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities.

            "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

            "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the board of directors of Holdings 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 by a Principal or a Related Party of a Principal or
with the approval of a majority of the Continuing Directors who were members of
such board at the time of such nomination or election.

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

            "CONTRIBUTING GUARANTORS" as defined in Section 7.2

            "CONVERSION/CONTINUATION DATE" means the effective date of a
continuation or conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.

            "CONVERSION/CONTINUATION NOTICE" means a Conversion/Continuation
Notice substantially in the form of Exhibit A-2.

                                       10

<Page>


            "COUNTERPART AGREEMENT" means a Counterpart Agreement substantially
in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

            "CREDIT DATE" means the date of a Credit Extension.

            "CREDIT DOCUMENT" means any of this Agreement, the Notes, if any,
the Collateral Documents, any documents or certificates executed by Company in
favor of Issuing Bank relating to Letters of Credit, and all other documents,
instruments or agreements (as such may be amended, restated, supplemented or
otherwise modified from time to time) executed and delivered by a Credit Party
for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

            "CREDIT EXTENSION" means the making of a Loan or the issuing of a
Letter of Credit.

            "CREDIT PARTY" means each Person (other than any Agent, Issuing Bank
or any Lender or any other representative thereof) from time to time party to a
Credit Document.

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

            "DEFAULT EXCESS" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Loans of all Lenders (calculated as if all
Defaulting Lenders (other than such Defaulting Lender) had funded all of their
respective Defaulted Loans) over the aggregate outstanding principal amount of
all Loans of such Defaulting Lender.

            "DEFAULT PERIOD" means, with respect to any Defaulting Lender, the
period commencing on the date of the applicable Funding Default and ending on
the earliest of the following dates: (i) the date on which all Commitments are
cancelled or terminated and/or the Obligations are declared or become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by
the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender or by the non-pro rata application of any voluntary or mandatory
prepayments of the Loans in accordance with the terms of Section 2.13 or Section
2.14 or by a combination thereof) and (b) such Defaulting Lender shall have
delivered to Company and Administrative Agent a written reaffirmation of its
intention to honor its obligations hereunder with respect to its Commitments,
and (iii) the date on which Company, Administrative Agent and Requisite Lenders
waive all Funding Defaults of such Defaulting Lender in writing.

            "DEFAULTING LENDER" as defined in Section 2.22.

            "DEFAULTED LOAN" as defined in Section 2.22.

                                       11

<Page>


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

            "DOCUMENTATION AGENT" as defined in the preamble hereto.

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

            "DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws
of the United States of America, any State thereof or the District of Columbia.

            "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any
Lender (which, for purposes of this definition, shall included any investment or
similar fund that is owned, managed or controlled by such Lender) and any
Related Fund (any two or more Related Funds being treated as a single Eligible
Assignee for all purposes hereof), and (ii) any commercial bank, insurance
company, investment or mutual fund or other entity that is an "accredited
investor" (as defined in Regulation D under the Securities Act) and which
extends credit or buys loans as one of its businesses; PROVIDED, no Affiliate of
Holdings shall be an Eligible Assignee.

            "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to
by, or required to be contributed to by, Holdings or any of its Subsidiaries.

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

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

            "EQUITY FINANCING" means the issuance by Holdings or the retention
by existing stockholders of Holdings of not less than $145,500,000 of common
equity in connection with the Acquisition, which shall consist of (i) the
contribution by Principals and the Other Investors in

                                       12

<Page>


the Acquisition of an amount equal to approximately $127,500,000 in cash in
exchange for all of the outstanding common stock of Holdings and (ii) the
retention by Management Investors of shares (or options to acquire shares) of
the common stock of Holdings with an estimated value of approximately
$18,000,000.

            "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

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

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

            "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability to Holdings, any of
its Subsidiaries or any of their respective Affiliates pursuant to Section 4063
or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate
any Pension Plan, or the occurrence of any event or condition which constitutes
grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (vi) the imposition of liability on Holdings, any
of its Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4062(e) or 4069 of ERISA or by

                                       13

<Page>


reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in
a complete or partial withdrawal (within the meaning of Sections 4203 and 4205
of ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could give rise to the
imposition on Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the
Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or
Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan; (x) receipt from the
Internal Revenue Service of notice of the failure of any Pension Plan (or any
other Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

            "EURODOLLAR RATE LOAN" means a Loan bearing interest at a rate
determined by reference to the Adjusted Eurodollar Rate.

            "EVENT OF DEFAULT" means each of the conditions or events set forth
in Section 8.1.

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

            "EXISTING INDEBTEDNESS" means (i) Indebtedness and other obligations
outstanding under that certain Credit Agreement dated as of October 30, 1996
between Company, Holdings and the lenders party thereto, as amended prior to the
Closing Date and (ii) Indebtedness under the Existing Indentures and Existing
Notes.

            "EXISTING INDENTURES" means (i) that certain Indenture regarding the
12% Subordinated Notes due 2008 between Holdings and AIBC Services N.V., as
amended and restated by the Supplemental Indenture, dated as of March 25, 1997
between the Company and State Street Bank and Trust Company and (ii) that
certain Indenture, dated as of November 25, 1996 regarding the 10 3/8% Senior
Subordinated Notes due 2006 between the Company and State Street Bank and Trust
Company.

                                       14

<Page>


            "EXISTING NOTES" means (i) the $20,000,000, 12% Subordinated Notes
of Holdings due 2008 and (ii) the $100,000,000, 10 3/8% Subordinated Notes of
Company due 2006.

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

            "FAIR SHARE CONTRIBUTION AMOUNT" as defined in Section 7.2.

            "FAIR SHARE" as defined in Section 7.2.

            "FAIR SHARE SHORTFALL" as defined in Section 7.2.

            "FEDERAL FUNDS EFFECTIVE RATE" means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) 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 by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; PROVIDED, (i) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to Administrative Agent, in its capacity as a Lender, on
such day on such transactions as determined by Administrative Agent.

            "FINANCIAL OFFICER CERTIFICATION" means, with respect to the
financial statements for which such certification is required, the certification
of the chief financial officer of Holdings that such financial statements fairly
present, in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments.

            "FINANCIAL PLAN" as defined in Section 5.1(i).

            "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than Permitted Liens.

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

            "FISCAL YEAR" means the fiscal year of Holdings and its Subsidiaries
ending on the Saturday in December or January nearest to the last day of
December of each calendar year.

            "FIXED CHARGE COVERAGE RATIO" means the ratio as of the last day of
any Fiscal Quarter of (i) Consolidated Adjusted EBITDA LESS the sum of (y)
Consolidated Capital

                                       15

<Page>


Expenditures and (z) the portion of taxes based on income and provisions for
cash income taxes for the four-Fiscal Quarter Period then ending, to (ii)
Consolidated Fixed Charges for such four-Fiscal Quarter Period; PROVIDED, that
the foregoing shall be subject to adjustments as described in SCHEDULE 1.1(B).

            "FLEET" as defined in the preamble hereto.

            "FLOOD HAZARD PROPERTY" means any Real Estate Asset subject to a
Mortgage in favor of Collateral Agent, for the benefit of Lenders, and located
in an area designated by the Federal Emergency Management Agency as having
special flood or mud slide hazards.

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

            "FUNDING DEFAULT" as defined in Section 2.22.

            "FUNDING GUARANTORS" as defined in Section 7.2.

            "FUNDING NOTICE" means a notice substantially in the form of Exhibit
A-1.

            "GAAP" means, subject to the limitations on the application thereof
set forth in Section 1.2, United States generally accepted accounting principles
in effect as of the date of determination thereof.

            "GSCP" as defined in the preamble hereto.

            "GOVERNMENTAL ACTS" means any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority.

            "GOVERNMENTAL AUTHORITY" means any federal, state, municipal,
national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any
entity or officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

            "GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any
Governmental Authority.

            "GRANTOR" as defined in the Pledge and Security Agreement.

            "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

            "GUARANTOR" means each of Holdings and each Domestic Subsidiary of
Holdings (other than Company).

                                       16

<Page>


            "GUARANTOR SUBSIDIARY" means each Guarantor other than Holdings.

            "GUARANTY" means the guaranty of each Guarantor set forth in Section
7.

            "HAZARDOUS MATERIALS" means any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which may or could pose a hazard to the health and safety of the
owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.

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

            "HEDGE AGREEMENT" means, with respect to any specified Person, the
obligations of such Person under: (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements; and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

            "HIGHEST LAWFUL RATE" means the maximum lawful interest rate, if
any, that at any time or from time to time may be contracted for, charged, or
received under the laws applicable to any Lender which are presently in effect
or, to the extent allowed by law, under such applicable laws which may hereafter
be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

            "HISTORICAL FINANCIAL STATEMENTS" means as of the Closing Date, (i)
the audited financial statements of Holdings and its Subsidiaries, for the
immediately preceding three Fiscal Years, consisting of balance sheets and the
related consolidated statements of income, stockholders' equity and cash flows
for such Fiscal Years, and (ii) the unaudited financial statements of Holdings
and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of
a balance sheet and the related consolidated statements of income, stockholders'
equity and cash flows for the three-, six- or nine-month period, as applicable,
ending on such date, and, in the case of clauses (i) and (ii), certified by the
chief financial officer of Company that they fairly present, in all material
respects, the financial condition of Holdings and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the
periods indicated, subject, in the case of any such unaudited financial
statements, to changes resulting from audit and normal year-end adjustments.

            "HOLDINGS" as defined in the preamble hereto.

            "IMMATERIAL SUBSIDIARY" as defined in Section 8.1(f) hereto.

                                       17

<Page>


            "INCREASED-COST LENDERS" as defined in Section 2.23.

            "INDEBTEDNESS", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money; (ii) that portion of
obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP; (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (iv) any obligation owed for all or any part of
the deferred purchase price of property or services (excluding any such
obligations incurred under ERISA and ordinary course trade payables), which
purchase price is (a) due more than six months from the date of incurrence of
the obligation in respect thereof or (b) evidenced by a note or similar written
instrument; (v) all indebtedness secured by any Lien on any property or asset
owned or held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit
of that Person; (vi) the face amount of any letter of credit issued for the
account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another; (viii) any obligation of such Person the primary purpose
or intent of which is to provide assurance to an obligee that the obligation of
the obligor thereof will be paid or discharged, or any agreement relating
thereto will be complied with, or the holders thereof will be protected (in
whole or in part) against loss in respect thereof; and (ix) any liability of
such Person for the obligation of another through any agreement (contingent or
otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or
any security therefor, or to provide funds for the payment or discharge of such
obligation (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise) or (b) to maintain the solvency or any balance sheet
item, level of income or financial condition of another if, in the case of any
agreement described under subclauses (a) or (b) of this clause (ix), the primary
purpose or intent thereof is as described in clause (viii) above; and (x)
obligations of such Person in respect of any exchange traded or over the counter
derivative transaction, including, without limitation, any Hedge Agreement,
whether entered into for hedging or speculative purposes; PROVIDED, in no event
shall obligations under any Hedge Agreement be deemed "Indebtedness" for any
purpose under Section 6.8.

            "INDEMNIFIED LIABILITIES" means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), costs (including the costs
of any investigation, study, sampling, testing, abatement, cleanup, removal,
remediation or other response action necessary to remove, remediate, clean up or
abate any Hazardous Materials Activity), expenses and disbursements of any kind
or nature whatsoever (including the reasonable fees and disbursements of counsel
for Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial

                                       18

<Page>


laws, statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make Credit Extensions or the use or intended use of the proceeds thereof, or
any enforcement of any of the Credit Documents (including in connection with any
workout, restructuring or bankruptcy proceeding or any sale of, collection from,
or other realization upon any of the Collateral or the enforcement of the
Guaranty)); (ii) the statements contained in the commitment letter delivered by
any Lender to Company or Berkshire with respect to the transactions contemplated
by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials
Activity relating to or arising from, directly or indirectly, any past or
present activity, operation, land ownership, or practice of Holdings or any of
its Subsidiaries.

            "INDEMNITEE" as defined in Section 10.3.

            "INSTALLMENT" as defined in Section 2.12(a).

            "INSTALLMENT DATE" as defined in Section 2.12(a).

            "INTEREST COVERAGE RATIO" means the ratio as of the last day of any
Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter
Period then ended, to (ii) Consolidated Cash Interest Expense for such
four-Fiscal Quarter Period; PROVIDED that the foregoing shall be subject to
adjustments as described in SCHEDULE 1.1(b).

            "INTEREST PAYMENT DATE" means with respect to (i) any Base Rate
Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Closing Date and the final
maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the last day of
each Interest Period applicable to such Loan; PROVIDED, in the case of each
Interest Period of longer than three months "Interest Payment Date" shall also
include each date that is three months, or an integral multiple thereof, after
the commencement of such Interest Period.

            "INTEREST PERIOD" means, in connection with a Eurodollar Rate Loan,
an interest period of one-, two-, three- or six-months, as selected by Company
in the applicable Funding Notice or Conversion/Continuation Notice, (i)
initially, commencing on the Credit Date or Conversion/Continuation Date
thereof, as the case may be; and (ii) thereafter, commencing on the day on which
the immediately preceding Interest Period expires; PROVIDED, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest
Period shall expire on the next succeeding Business Day unless no further
Business Day occurs in such month, in which case such Interest Period shall
expire on the immediately preceding Business Day; (b) any Interest Period that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clauses (c) and (d), of this definition, end
on the last Business Day of a calendar month; (c) no Interest Period with
respect to any portion of any Tranche B

                                       19

<Page>


Term Loans shall extend beyond the Tranche B Term Loan Maturity Date; and (d) no
Interest Period with respect to any portion of the Revolving Loans shall extend
beyond the Revolving Commitment Termination Date.

            "INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the date that is two Business Days prior to the first day of
such Interest Period.

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

            "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Holdings or any of its Subsidiaries of, or of a beneficial
interest in, any of the Securities of any other Person (other than a Guarantor
Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or
other acquisition for value, by any Subsidiary of Holdings from any Person
(other than Holdings or any Guarantor Subsidiary), of any Capital Stock of such
Person; and (iii) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and
similar expenditures in the ordinary course of business) or capital contribution
by Holdings or any of its Subsidiaries to any other Person (other than Holdings
or any Guarantor Subsidiary), including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales
to that other Person in the ordinary course of business. The amount of any
Investment shall be the original cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such Investment LESS,
the amount of any Cash actually received by Company or any Guarantor Subsidiary
as the result of a liquidation, repayment or redemption thereof.

            "ISSUANCE NOTICE" means an Issuance Notice substantially in the form
of Exhibit A-3.

            "ISSUING BANK" means Fleet as Issuing Bank hereunder, together with
its permitted successors and assigns in such capacity.

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

            "LEAD ARRANGER" as defined in the preamble hereto.

            "LEASEHOLD PROPERTY" means any leasehold interest of any Credit
Party as lessee under any lease of real property, other than (i) any retail and
immaterial non-retail leasehold interests of Company and (ii) any such other
leasehold interests designated from time to time by Collateral Agent in its sole
discretion as not being required to be included in the Collateral.

                                       20

<Page>


            "LENDER" means each financial institution listed on the signature
pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement.

            "LENDER COUNTERPARTY" means each Lender or any Affiliate of a Lender
counterparty to a Hedge Agreement including, without limitation, each such
Affiliate that enters into a joinder agreement with the Collateral Agent.

            "LETTER OF CREDIT" means a commercial or standby letter of credit
issued or to be issued by Issuing Bank pursuant to this Agreement.

            "LETTER OF CREDIT SUBLIMIT" means the lesser of (i) (x) on and prior
to the last day of Fiscal Year 2001, $25,000,000 and (y) during each succeeding
Fiscal Year an amount equal to the Letter of Credit Sublimit pursuant to clause
(i) for the immediately preceding Fiscal Year plus $5,000,000, but in any event
in an amount not greater than $35,000,000 and (ii) the aggregate unused amount
of the Revolving Commitments then in effect.

            "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is, or at any time thereafter may
become, available for drawing under all Letters of Credit then outstanding, and
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Bank and not theretofore reimbursed by or on behalf of Company.

            "LEVERAGE RATIO" means the ratio as of the last day of any Fiscal
Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated
Adjusted EBITDA for the four-Fiscal Quarter period ending on such date; PROVIDED
that, (y) for purposes of determining Consolidated Total Debt as of the last day
of the Second Fiscal Quarter of each Fiscal Year, Revolving Loans outstanding as
of such date in excess of $5,000,000 shall be excluded from Consolidated Total
Debt, provided that such excluded amount of Revolving Loans shall not in any
event exceed $20,000,000 and (z) with respect to Letters of Credit, the average
outstanding aggregate face amount of Letters of Credit outstanding during each
month of the four Fiscal Quarter period ending on such date shall be included in
Consolidated Total Debt (such monthly amounts being determined for any period
prior to the Closing Date in accordance with Schedule 1.1b).

            "LIEN" means (i) any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing and (ii) in the
case of Securities, any purchase option, call or similar right of a third party
with respect to such Securities.

            "LOAN" means a Tranche B Term Loan, a Revolving Loan and a Swing
Line Loan.

                                       21

<Page>


            "MANAGEMENT AGREEMENT" means that certain Management Agreement
between Holdings and Berkshire, dated as of August 15, 2001 as such agreement
may thereafter be amended, restated, supplemented or otherwise modified from
time to time to the extent permitted under SECTION 6.15.

            "MANAGEMENT INVESTORS" means the management officers and employees
of Company and its Subsidiaries identified as "Management Investors" on Schedule
1.1(c) annexed hereto.

            "MARGIN STOCK" as defined in Regulation U of the Board of Governors
of the Federal Reserve System as in effect from time to time.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole; (ii) the impairment
(other than as a result of circumstances covered by clause (i) above) of the
ability of any Credit Party to fully and timely perform its Obligations; (iii)
the legality, validity, binding effect or enforceability against a Credit Party
of a Credit Document to which it is a party; or (iv) the rights, remedies and
benefits available to, or conferred upon, any Agent and any Lender or any
Secured Party under any Credit Document.

            "MATERIAL CONTRACT" means any contract or other arrangement to which
Holdings or any of its Subsidiaries is a party (other than the Credit Documents)
for which breach, nonperformance, cancellation or failure to renew could
reasonably be expected to have a Material Adverse Effect.

            "MATERIAL REAL ESTATE ASSET" means (i) (a) any fee-owned Real Estate
Asset having a fair market value in excess of $3,000,000 as of the date of the
acquisition thereof and (b) all Leasehold Properties other than those with
respect to which the aggregate payments under the terms of the lease are less
than $500,000 per annum or (ii) any Real Estate Asset that the Requisite Lenders
have reasonably determined is material to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Holdings and its
Subsidiaries taken as a whole.

            "MOODY'S" means Moody's Investor Services, Inc.

            "MORTGAGE" means a Mortgage substantially in the form of Exhibit J,
as it may be amended, restated, supplemented or otherwise modified from time to
time.

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

            "NAIC" means The National Association of Insurance Commissioners,
and any successor thereto.

                                       22

<Page>


            "NARRATIVE REPORT" means, with respect to the financial statements
for which such narrative report is required, a narrative report describing the
operations of Holdings and its Subsidiaries in the form prepared for
presentation to senior management thereof for the applicable month, Fiscal
Quarter or Fiscal Year and for the period from the beginning of the then current
Fiscal Year to the end of such period to which such financial statements relate.

            "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale, an
amount equal to: (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or the
release of any reserve described in clause (c) of this definition or otherwise,
but only as and when so received) received by Holdings or any of its
Subsidiaries from such Asset Sale, MINUS (ii) any bona fide direct costs
incurred in connection with such Asset Sale, including (a) income or gains taxes
payable by the seller as a result of any gain recognized in connection with such
Asset Sale, (b) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
secured by a Lien on the assets subject to the Asset Sale in question and that
is required to be repaid under the terms thereof as a result of such Asset Sale
and (c) a reasonable reserve for any indemnification payments (fixed or
contingent) attributable to seller's indemnities and representations and
warranties to purchaser in respect of such Asset Sale undertaken by Holdings or
any of its Subsidiaries in connection with such Asset Sale.

            "NET INSURANCE/CONDEMNATION PROCEEDS" means an amount equal to: (i)
any Cash payments or proceeds received by Holdings or any of its Subsidiaries
(a) under any casualty insurance policy in respect of a covered loss thereunder
or (b) as a result of the taking of any assets of Holdings or any of its
Subsidiaries by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such
power under threat of such a taking, MINUS (ii) (a) any actual and reasonable
costs incurred by Holdings or any of its Subsidiaries in connection with the
adjustment or settlement of any claims of Holdings or such Subsidiary in respect
thereof, and (b) any bona fide direct costs incurred in connection with any sale
of such assets as referred to in clause (i)(b) of this definition, including
income taxes payable as a result of any gain recognized in connection therewith.

            "NON-CONSENTING LENDER" as defined in Section 2.23.

            "NON-US LENDER" as defined in Section 2.20(c).

            "NOTE" means a Tranche B Term Loan Note, a Revolving Loan Note or a
Swing Line Note.

            "NOTICE" means a Funding Notice, an Issuance Notice, or a
Conversion/Continuation Notice.

            "OBLIGATIONS" means all obligations of every nature of each Credit
Party from time to time owed to the Agents (including former Agents), the
Lenders or any of them and

                                       23

<Page>


Lender Counterparties), under any Credit Document or Hedge Agreement (including,
without limitation, with respect to a Hedge Agreement, obligations owed
thereunder to any person who was a Lender or an Affiliate of a Lender at the
time such Hedge Agreement was entered into), whether for principal, interest
(including interest which, but for the filing of a petition in bankruptcy with
respect to such Credit Party, would have accrued on any Obligation, whether or
not a claim is allowed against such Credit Party for such interest in the
related bankruptcy proceeding), reimbursement of amounts drawn under Letters of
Credit, payments for early termination of Hedge Agreements, fees, expenses,
indemnification or otherwise.

            "OBLIGEE GUARANTOR" as defined in Section 7.7.

            "ORGANIZATIONAL DOCUMENTS" means (i) with respect to any
corporation, its certificate or articles of incorporation or organization, as
amended, and its by-laws, as amended, (ii) with respect to any limited
partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to any
limited liability company, its articles of organization, as amended, and its
operating agreement, as amended. In the event any term or condition of this
Agreement or any other Credit Document requires any Organizational Document to
be certified by a secretary of state or similar governmental official, the
reference to any such "Organizational Document" shall only be to a document of a
type customarily certified by such governmental official.

            "OTHER INVESTORS" means such Persons other than Berkshire and its
Affiliates identified as "Other Investors" on Schedule 1.1(c) annexed hereto.

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

            "PENSION PLAN" means any "employee benefit plan" as defined in
Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to
Section 412 of the Internal Revenue Code or Section 302 of ERISA and which is or
was sponsored, maintained or contributed to by, or required to be contributed to
by, Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates.

            "PERMITTED ACQUISITION" means any acquisition by Company or any of
its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all
or substantially all of the assets of, all of the Capital Stock of, or a
business line or unit or a division of, any Person; PROVIDED,

                 (i) immediately prior to, and after giving effect thereto, no
       Default or Event of Default shall have occurred and be continuing or
       would result therefrom;

                                       24

<Page>


                 (ii) all transactions in connection therewith shall be
       consummated, in all material respects, in accordance with all applicable
       laws and in conformity with all applicable Governmental Authorizations;

                 (iii) in the case of the acquisition of Capital Stock, all of
       the Capital Stock (except for any such Securities in the nature of
       directors' qualifying shares required pursuant to applicable law)
       acquired or otherwise issued by such Person or any newly formed
       Subsidiary of Company in connection with such acquisition shall be owned
       100% by Company or a Guarantor Subsidiary thereof, and Company shall have
       taken, or caused to be taken, as of the date such Person becomes a
       Subsidiary of Company, each of the actions set forth in Sections 5.10
       and/or 5.11, as applicable;

                 (iv) Holdings and its Subsidiaries shall be in compliance with
       the financial covenants set forth in Section 6.8 on a pro forma basis
       after giving effect to such acquisition as of the last day of the Fiscal
       Quarter most recently ended, (as determined in accordance with Section
       6.8(e));

                 (v) Company shall have delivered to Administrative Agent (A) at
       least ten (10) Business Days prior to such proposed acquisition (and
       Administrative Agent shall deliver to the Lenders upon their request), a
       Compliance Certificate evidencing compliance with Section 6.8 as required
       under clause (iv) above, together with all relevant financial information
       with respect to such acquired assets, including, without limitation, the
       aggregate consideration for such acquisition and any other information
       required to demonstrate compliance with Section 6.8; and

                 (vi) any Person or assets or division as acquired in accordance
       herewith shall be in same business or lines of business in which Company
       and/or its Subsidiaries are engaged as of the Closing Date or a similar
       or related business or line of business or such other lines of businesses
       as may be consented to by Requisite Lenders.

            "PERMITTED LIENS" means each of the Liens permitted pursuant to
Section 6.2.

            "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.

            "PHASE I REPORT" means, with respect to any Facility, a report that
(i) conforms to the ASTM Standard Practice for Environmental Site Assessments:
Phase I Environmental Site Assessment Process, E 1527, (ii) was conducted no
more than six months prior to the date such report is required to be delivered
hereunder, by one or more environmental consulting firms reasonably satisfactory
to Administrative Agent, (iii) includes an assessment of asbestos-containing
materials at such Facility, (iv) is accompanied by (a) an estimate of the
reasonable

                                       25

<Page>


worst-case cost of investigating and remediating any Hazardous Materials
Activity identified in the Phase I Report as giving rise to an actual or
potential material violation of any Environmental Law or as presenting a
material risk of giving rise to a material Environmental Claim, and (b) a
current compliance audit setting forth an assessment of Holdings's, its
Subsidiaries' and such Facility's current and past compliance with Environmental
Laws and an estimate of the cost of rectifying any non-compliance with current
Environmental Laws identified therein and the cost of compliance with reasonably
anticipated future Environmental Laws identified therein.

            "PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement to be executed by Company and each Guarantor substantially in the form
of Exhibit I, as it may be amended, restated, supplemented or otherwise modified
from time to time.

            "PRIME RATE" means the rate of interest per annum that Fleet
announces from time to time as its prime lending rate, as in effect from time to
time. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer. Fleet or any other Lender
may make commercial loans or other loans at rates of interest at, above or below
the Prime Rate.

            "PRINCIPAL" means Berkshire (and its Affiliates) and the collective
parties to the Stockholders Agreement.

            "PRINCIPAL OFFICE" means, for each of Administrative Agent, Swing
Line Lender and Issuing Bank, such Person's "Principal Office" as set forth on
Appendix A, or such other office as such Person may from time to time designate
in writing to Company, Administrative Agent and each Lender.

            "PROJECTIONS" as defined in Section 4.8.

            "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Tranche B Term Loan of any
Lender, the percentage obtained by dividing (a) the Tranche B Term Loan Exposure
of that Lender by (b) the aggregate Tranche B Term Loan Exposure of all Lenders
and (ii) with respect to all payments, computations and other matters relating
to the Revolving Commitment or Revolving Loans of any Lender or any Letters of
Credit issued or participations purchased therein by any Lender or any
participations in any Swing Line Loans purchased by any Lender, the percentage
obtained by dividing (a) the Revolving Exposure of that Lender by (b) the
aggregate Revolving Exposure of all Lenders. For all other purposes with respect
to each Lender, "Pro Rata Share" means the percentage obtained by dividing (A)
an amount equal to the sum of the Tranche B Term Loan Exposure and the Revolving
Exposure of that Lender, by (B) an amount equal to the sum of the aggregate
Tranche B Term Loan Exposure and the aggregate Revolving Exposure of all
Lenders.

            "REAL ESTATE ASSET" means, at any time of determination, any
interest (fee, leasehold or otherwise) then owned by any Credit Party in any
real property.

                                       26

<Page>


            "REFUNDED SWING LINE LOANS" as defined in Section 2.3(b)(iv).

            "REGISTER" as defined in Section 2.7(b).

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

            "REIMBURSEMENT DATE" as defined in Section 2.4(d).

            "RELATED AGREEMENTS" means, collectively, the Senior Subordinated
Note Documents, the Stockholders Agreement, the Stock Purchase Agreement and the
Management Agreement.

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

            "RELATED PARTY" means (i) any controlling equity holder, 80% (or
more) owned Subsidiary, or immediate family member (in the case of an
individual) of any Principal; or (ii) any trust, corporation, partnership or
other entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially holding an 80% or more controlling interest of which consist of any
one or more Principals and/or such other Persons referred to in the immediately
preceding clause (i).

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

            "REPLACEMENT LENDER" as defined in Section 2.23.

            "REQUISITE CLASS LENDERS" means, at any time of determination, (i)
for the Class of Lenders having Tranche B Term Loan Exposure, Lenders holding
more than 50% of the aggregate Tranche B Term Loan Exposure of all Lenders; and
(ii) for the Class of Lenders having Revolving Exposure, Lenders holding more
than 50% of the aggregate Revolving Exposure of all Lenders

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

                                       27

<Page>


            "RESPONSIBLE OFFICER" means any of the chairman of the board, the
president, the chief executive officer, the chief financial officer, any senior
or executive vice president, the treasurer, the principal financial officer or
principal accounting officer, the secretary or treasurer of Holdings, Company
or, as applicable, any Subsidiary of Holdings.

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

            "REVOLVING COMMITMENT" means the commitment of a Lender to make or
otherwise fund any Revolving Loan and to acquire participations in Letters of
Credit and Swingline Loans hereunder and "REVOLVING COMMITMENTS" means such
commitments of all Lenders in the aggregate. The amount of each Lender's
Revolving Commitment, if any, is set forth on such Lender's signature page to
this Agreement, or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions hereof. The
aggregate amount of the Revolving Commitments as of the Closing Date is
$60,000,000.

            "REVOLVING COMMITMENT PERIOD" means the period from the Closing Date
to but excluding the Revolving Commitment Termination Date.

            "REVOLVING COMMITMENT TERMINATION DATE" means the earliest to occur
of (i) October 31, 2001, if the Tranche B Term Loans are not made on or before
that date; (ii) the fifth anniversary of the Closing Date, (iii) the date the
Revolving Commitments are permanently reduced to zero pursuant to Section
2.13(b) or 2.14, and (iv) the date of the termination of the Revolving
Commitments pursuant to Section 8.1.

            "REVOLVING EXPOSURE" means, with respect to any Lender as of any
date of determination, (i) prior to the termination of the Revolving
Commitments, that Lender's Revolving Commitment; and (ii) after the termination
of the Revolving Commitments, the sum of (a) the aggregate outstanding principal
amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank,
the aggregate Letter of Credit Usage in respect of all Letters of Credit issued
by that Lender (net of any participations by Lenders in such Letters of Credit),
(c) the aggregate amount of all participations by that Lender in any outstanding
Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in
the case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any participations

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therein by other Lenders), and (e) the aggregate amount of all participations
therein by that Lender in any outstanding Swing Line Loans.

            "REVOLVING LOAN" means a Loan made by a Lender to Company pursuant
to Section 2.2(a) and/or 2.22.

            "REVOLVING LOAN NOTE" means a promissory note in the form of Exhibit
B-2, as it may be amended, restated, supplemented or otherwise modified from
time to time.

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw Hill Corporation.

            "SECURED PARTIES" has the meaning assigned to that term in the
Pledge and Security Agreement.

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

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

            "SENIOR SUBORDINATED NOTE DOCUMENTS" means the Senior Subordinated
Note Indenture, the Senior Subordinated Notes and each other document executed
in connection with the Senior Subordinated Notes, as each such document may be
amended, restated, supplemented or otherwise modified from time to time to the
extent permitted under SECTION 6.16.

            "SENIOR SUBORDINATED NOTE INDENTURE" means the indenture pursuant to
which the Senior Subordinated Notes will be issued, in the form delivered to the
Agents and Lenders prior to the Closing Date, as such indenture may thereafter
be amended, restated, supplemented or otherwise modified from time to time to
the extent permitted under SECTION 6.16.

            "SENIOR SUBORDINATED NOTES" means the Senior Subordinated Notes of
Company in the aggregate principal amount not to exceed $175,000,000 (plus the
amount of accrued interest and premium, if any, of the Indebtedness refinanced
thereby, together with reasonable fees and expenses related to such refinancing)
and issued pursuant to the Senior Subordinated Note Indenture, with such changes
thereto when executed as are permitted under SECTION 6.16 and as such notes may
thereafter be amended, restated, supplemented or otherwise modified from time to
time to the extent permitted under SECTION 6.16.

                                       29

<Page>

            "SOLVENT" means, with respect to any Person, that as of the date of
determination both (i) (a) the sum of such Person's debt (including contingent
liabilities) does not exceed all of its property, at a fair valuation; (b) the
present fair saleable value of the property of such Person is not less than the
amount that will be required to pay the probable liabilities on such Person's
then existing debts as they become absolute and matured; (c) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (d) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities
meet the criteria for accrual under Statement of Financial Accounting Standard
No. 5).

            "STOCKHOLDERS AGREEMENT" means that certain Stockholders Agreement
by and among the common equity stockholders of Holdings, including Berkshire and
its Affiliates, the management investors and other persons listed therein, as in
effect on the date of the Senior Subordinated Note Indenture; PROVIDED, HOWEVER,
that such Stockholders Agreement may be amended from time to time if Berkshire
(and its Affiliates) after such amendment own more than 50% of the common equity
of Holdings subject to the Stockholders Agreement.

            "STOCK PURCHASE AGREEMENT" means that certain Stock Purchase
Agreement dated July 12, 2001, by and among Holdings, the stockholders of
Holdings on the signature pages thereto and Acquisition Co.

            "SUBJECT TRANSACTION" as defined in Section 6.8(e).

            "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof; PROVIDED, in determining the percentage of ownership interests of any
Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding.

            "SWING LINE LENDER" means Fleet in its capacity as Swing Line Lender
hereunder, together with its permitted successors and assigns in such capacity.

            "SWING LINE LOAN" means a Loan made by Swing Line Lender to Company
pursuant to Section 2.3.

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<Page>


            "SWING LINE NOTE" means a promissory note in the form of Exhibit
B-3, as it may be amended, restated, supplemented or otherwise modified from
time to time.

            "SWING LINE SUBLIMIT" means the lesser of (i) $5,000,000, and (ii)
the aggregate unused amount of Revolving Commitments then in effect.

            "SYNDICATION AGENT" as defined in the preamble hereto.

            "TAX" means any present or future tax, levy, impost, duty,
assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; PROVIDED, "Tax on the overall net income" of a Person
shall be construed as a reference to a tax imposed by the jurisdiction in which
that Person is organized or in which that Person's applicable principal office
(and/or, in the case of a Lender, its lending office) is located or in which
that Person (and/or, in the case of a Lender, its lending office) is deemed to
be doing business on all or part of the net income, profits or gains (whether
worldwide, or only insofar as such income, profits or gains are considered to
arise in or to relate to a particular jurisdiction, or otherwise) of that Person
(and/or, in the case of a Lender, its applicable lending office).

            "TERMINATED LENDER" as defined in Section 2.23.

            "TITLE POLICY" as defined in Section 3.1(k)(iii).

            "TOTAL UTILIZATION OF REVOLVING COMMITMENTS" means, as at any date
of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any
amount drawn under any Letter of Credit, but not yet so applied), (ii) the
aggregate principal amount of all outstanding Swing Line Loans, and (iii) the
Letter of Credit Usage.

            "TRANCHE B TERM LOAN" means a Tranche B Term Loan made by a Lender
to Company pursuant to Section 2.1(a)(i).

            "TRANCHE B TERM LOAN COMMITMENT" means the commitment of a Lender to
make or otherwise fund a Tranche B Term Loan and "TRANCHE B TERM LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate. The amount
of each Lender's Tranche B Term Loan Commitment, if any, is set forth on such
Lender's signature page to this Agreement or in the applicable Assignment
Agreement, subject to any adjustment or reduction pursuant to the terms and
conditions hereof. The aggregate amount of the Tranche B Term Loan Commitments
as of the Closing Date is $125,000,000.

            "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any Lender, as
of any date of determination, the outstanding principal amount of the Tranche B
Term Loans of such Lender; PROVIDED, at any time prior to the making of the
Tranche B Term Loans, the

                                       31

<Page>


Tranche B Term Loan Exposure of any Lender shall be equal to such Lender's
Tranche B Term Loan Commitment.

            "TRANCHE B TERM LOAN MATURITY DATE" means the earlier of (i) the
seventh anniversary of the Closing Date, and (ii) the date that all Tranche B
Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.

            "TRANCHE B TERM LOAN NOTE" means a promissory note in the form of
Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified
from time to time.

            "TRANSACTION COSTS" means the fees, costs and expenses payable by
Holdings, Company or any of Company's Subsidiaries on or before the one year
anniversary of the Closing Date in connection with the transactions contemplated
by the Credit Documents and the Related Agreements (including, without
limitation, management bonus payments, deferred debt issuance costs,
compensation charges related to option payouts and debt extinguishment costs,
all to the extent related to the Acquisition).

            "TYPE OF LOAN" means (i) with respect to either Tranche B Term Loans
or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with
respect to Swing Line Loans, a Base Rate Loan.

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

            "UNADJUSTED EURODOLLAR RATE COMPONENT" means that component of the
interest costs to Company in respect of a Eurodollar Rate Loan that is based
upon the rate obtained pursuant to clause (i) of the definition of Adjusted
Eurodollar Rate.

            "VOTING STOCK" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the board
of directors of such Person.

       1.2. ACCOUNTING TERMS. Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Holdings to Lenders pursuant to Section 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(e), if applicable). Subject to the
foregoing, calculations in connection with the definitions, covenants and other
provisions hereof shall utilize accounting principles and policies in conformity
with those used to prepare the Historical Financial statements.

       1.3. INTERPRETATION, ETC. Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference. References herein to any Section, Appendix, Schedule or Exhibit
shall be to a Section, an Appendix, a

                                       32

<Page>


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

SECTION 2. LOANS AND LETTERS OF CREDIT

       2.1. TRANCHE B TERM LOANS.

            (a) TRANCHE B TERM LOAN COMMITMENTS. Subject to the terms and
conditions hereof,

                 (i) each Lender severally agrees to make, on the Closing Date,
a Tranche B Term Loan to Company in an amount equal to such Lender's Tranche B
Term Loan Commitment. Company may make only one borrowing under the Tranche B
Term Loan Commitment which shall be on the Closing Date. Any amount borrowed
under this Section 2.1(a) and subsequently repaid or prepaid may not be
reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder
with respect to the Tranche B Term Loans shall be paid in full no later than the
Tranche B Term Loan Maturity Date. Each Lender's Tranche B Term Loan Commitment
shall terminate immediately and without further action on the Closing Date after
giving effect to the funding of such Lender's Tranche B Term Loan Commitment on
such date.

            (b) BORROWING MECHANICS FOR TRANCHE B TERM LOANS.

                 (i) Company shall deliver to Administrative Agent a fully
executed Closing Date Certificate (which shall be deemed to be a Funding Notice
with respect to the Tranche B Term Loans for all purposes hereof) no later than
three days prior to the Closing Date. Promptly upon receipt by Administrative
Agent of such Certificate, Administrative Agent shall notify each Lender by
telefacsimile or telephone (promptly confirmed by telefacsimile) of the proposed
borrowing.

                 (ii) Each Lender shall make its Tranche B Term Loan available
to Administrative Agent not later than 12:00 p.m. (New York City time) on the
Closing Date, by wire transfer of same day funds in Dollars, at Administrative
Agent's Principal Office. Upon satisfaction or waiver of the conditions
precedent specified herein, Administrative Agent shall make the proceeds of the
Tranche B Term Loans available to Company on the Closing Date by causing an
amount of same day funds in Dollars equal to the proceeds of all such Loans
received by Administrative Agent from Lenders to be credited to the account of
Company at

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<Page>


Administrative Agent's Principal Office or to such other account as may be
designated in writing to Administrative Agent by Company.

       2.2. REVOLVING LOANS.

            (a) REVOLVING COMMITMENTS. During the Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make
Revolving Loans to Company in the aggregate amount up to but not exceeding such
Lender's Revolving Commitment; PROVIDED, after giving effect to the making of
any Revolving Loans in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect; PROVIDED, FURTHER,
for a forty-five (45) consecutive day period during each Fiscal Year (commencing
Fiscal Year 2002), no Revolving Loans shall be outstanding and Company shall
prepay any outstanding Revolving Loans to the extent necessary to comply with
this proviso. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and
reborrowed during the Revolving Commitment Period. Each Lender's Revolving
Commitment shall expire on the Revolving Commitment Termination Date and all
Revolving Loans and all other amounts owed hereunder with respect to the
Revolving Loans and the Revolving Commitments shall be paid in full no later
than such date.

            (b) BORROWING MECHANICS FOR REVOLVING LOANS.

                 (i) Except pursuant to 2.3(b)(iv) and 2.4(d), Revolving Loans
that are Base Rate Loans shall be made in an aggregate minimum amount of
$500,000 and integral multiples of $100,000 in excess of that amount, and
Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $100,000 in excess of that
amount.

                 (ii) Whenever Company desires that Lenders make Revolving
Loans, Company shall deliver to Administrative Agent a fully executed and
delivered Funding Notice no later than 2:00 p.m. (New York City time) at least
three Business Days in advance of the proposed Credit Date in the case of a
Eurodollar Rate Loan, and at least one Business Day in advance of the proposed
Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as
otherwise provided herein, a Funding Notice for a Revolving Loan that is a
Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith.

                 (iii) Notice of receipt of each Funding Notice in respect of
Revolving Loans, together with the amount of each Lender's Pro Rata Share
thereof, if any, together with the applicable interest rate, shall be provided
by Administrative Agent to each applicable Lender by telefacsimile with
reasonable promptness, but (provided Administrative Agent shall have received
such notice by 2:00 p.m. (New York City time)) not later than 2:00 p.m. (New
York City time) on the same day as Administrative Agent's receipt of such Notice
from Company.

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                 (iv) Each Lender shall make the amount of its Revolving Loan
available to Administrative Agent not later than 12:00 p.m. (New York City time)
on the applicable Credit Date by wire transfer of same day funds in Dollars, at
the Administrative Agent's Principal Office. Except as provided herein, upon
satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Revolving Loans available
to Company on the applicable Credit Date by causing an amount of same day funds
in Dollars equal to the proceeds of all such Revolving Loans received by
Administrative Agent from Lenders to be credited to the account of Company at
the Administrative Agent's Principal Office or such other account as may be
designated in writing to Administrative Agent by Company.

       2.3. SWING LINE LOANS.

            (a) SWING LINE LOANS COMMITMENTS. During the Revolving Commitment
Period, subject to the terms and conditions hereof, Swing Line Lender hereby
agrees to make Swing Line Loans to Company in the aggregate amount up to but not
exceeding the Swing Line Sublimit; provided, after giving effect to the making
of any Swing Line Loan, in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving
Commitment Period. Swing Line Lender's Revolving Commitment shall expire on the
Revolving Commitment Termination Date and all Swing Line Loans and all other
amounts owed hereunder with respect to the Swing Line Loans and the Revolving
Commitments shall be paid in full no later than such date.

            (b) BORROWING MECHANICS FOR SWING LINE LOANS.

                 (i) Swing Line Loans shall be made in an aggregate minimum
amount of $250,000 and integral multiples of $50,000 in excess of that amount.

                 (ii) Whenever Company desires that Swing Line Lender make a
Swing Line Loan, Company shall deliver to Administrative Agent a Funding Notice
no later than 12:00 p.m. (New York City time) on the proposed Credit Date.

                 (iii) Swing Line Lender shall make the amount of its Swing Line
Loan available to Administrative Agent not later than 2:00 p.m. (New York City
time) on the applicable Credit Date by wire transfer of same day funds in
Dollars, at the Administrative Agent's Principal Office. Except as provided
herein, upon satisfaction or waiver of the conditions precedent specified
herein, Administrative Agent shall make the proceeds of such Swing Line Loans
available to Company on the applicable Credit Date by causing an amount of same
day funds in Dollars equal to the proceeds of all such Swing Line Loans received
by Administrative Agent from Swing Line Lender to be credited to the account of
Company at the Administrative Agent's Principal Office, or to such other account
as may be designated in writing to Administrative Agent by Company.

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<Page>


                 (iv) With respect to any Swing Line Loans which have not been
voluntarily prepaid by Company pursuant to Section 2.13, Swing Line Lender may
at any time in its sole and absolute discretion, deliver to Administrative Agent
(with a copy to Company and the Administrative Agent shall promptly deliver a
copy thereof to the Lenders), no later than 11:00 a.m. (New York City time) at
least one (1) Business Day in advance of the proposed Credit Date, a notice
(which shall be deemed to satisfy the requirement that a Funding Notice be given
by Company) requesting that each Lender holding a Revolving Commitment make
Revolving Loans that are Base Rate Loans to Company on such Credit Date in an
amount equal to the amount of such Swing Line Loans (the "REFUNDED SWING LINE
LOANS") outstanding on the date such notice is given which the Swing Line Lender
requests Lenders to prepay. Anything contained in this Agreement to the contrary
notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders
other than Swing Line Lender shall be immediately delivered by the
Administrative Agent to Swing Line Lender (and not to Company) and applied to
repay a corresponding portion of the Refunded Swing Line Loans and (2) on the
day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the
Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a
Revolving Loan made by Swing Line Lender to Company, and such portion of the
Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing
Line Loans and shall no longer be due under the Swing Line Note of Swing Line
Lender but shall instead constitute part of Swing Line Lender's outstanding
Revolving Loans to Company and shall be due under the Revolving Loan Note issued
by Company to Swing Line Lender. Company hereby authorizes Administrative Agent
and Swing Line Lender to charge Company's accounts with Administrative Agent and
Swing Line Lender (up to the amount available in each such account) in order to
immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to
the extent the proceeds of such Revolving Loans made by Lenders, including the
Revolving Loan deemed to be made by the Swing Line Lender, are not sufficient to
repay in full the Refunded Swing Line Loans. If any portion of any such amount
paid (or deemed to be paid) to Swing Line Lender should be recovered by or on
behalf of Company from Swing Line Lender in bankruptcy, by assignment for the
benefit of creditors or otherwise, the loss of the amount so recovered shall be
ratably shared among all Lenders in the manner contemplated by Section 2.17.

                 (v) If for any reason Revolving Loans are not made pursuant to
Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing
Line Lender in respect of any outstanding Swing Line Loans on or before the
third Business Day after demand for payment thereof by Swing Line Lender, each
Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to,
have purchased a participation in such outstanding Swing Line Loans, and in an
amount equal to its Pro Rata Share of the applicable unpaid amount together with
accrued interest thereon. Upon one (1) Business Day's notice by telefacsimile or
telephone (promptly confirmed by telefacsimile) from Swing Line Lender, each
Lender holding a Revolving Commitment shall deliver to Swing Line Lender an
amount equal to its respective participation in the applicable unpaid amount in
same day funds at the Principal Office of Swing Line Lender. In order to
evidence such participation each Lender holding a Revolving Commitment agrees to
enter into a participation agreement at the request of Swing Line Lender

                                       36

<Page>


in form and substance reasonably satisfactory to Swing Line Lender and such
Lender. In the event any Lender holding a Revolving Commitment fails to make
available to Swing Line Lender the amount of such Lender's participation as
provided in this paragraph, Swing Line Lender shall be entitled to recover such
amount on demand from such Lender together with interest thereon for three
Business Days at the rate customarily used by Swing Line Lender for the
correction of errors among banks and thereafter at the Base Rate, as applicable.

                 (vi) Notwithstanding anything contained herein to the contrary,
(1) each Lender's obligation to make Revolving Loans for the purpose of repaying
any Refunded Swing Line Loans pursuant to the second preceding paragraph and
each Lender's obligation to purchase a participation in any unpaid Swing Line
Loans pursuant to the immediately preceding paragraph shall be absolute and
unconditional and shall not be affected by any circumstance, including without
limitation (A) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against Swing Line Lender, any Credit Party or any
other Person for any reason whatsoever; (B) the occurrence or continuation of a
Default or Event of Default; (C) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any
Credit Party; (D) any breach of this Agreement or any other Credit Document by
any party thereto; or (E) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing; PROVIDED that such obligations
of each Lender are subject to the condition that Swing Line Lender believed in
good faith that all conditions under Section 3.2 to the making of the applicable
Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at
the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or
the satisfaction of any such condition not satisfied had been waived by
Requisite Lenders prior to or at the time such Refunded Swing Line Loans or
other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be
obligated to make any Swing Line Loans (A) if it has elected not to do so after
the occurrence and during the continuation of a Default or Event of Default or
(B) at a time when a Funding Default exists unless Swing Line Lender has entered
into arrangements satisfactory to it and Company to eliminate Swing Line
Lender's risk with respect to the Defaulting Lender's participation in such
Swing Ling Loan, including by cash collateralizing such Defaulting Lender's Pro
Rata Share of the outstanding Swing Line Loans.

       2.4. ISSUANCE OF LETTERS OF CREDIT AND PURCHASE OF PARTICIPATIONS
THEREIN.

            (a) LETTERS OF CREDIT. During the Revolving Commitment Period,
subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters
of Credit for the account of Company in the aggregate amount up to but not
exceeding the Letter of Credit Sublimit; PROVIDED, (i) each Letter of Credit
shall be denominated in Dollars or such other currency as Issuing Bank may agree
to from time to time; (ii) after giving effect to such issuance, in no event
shall the Total Utilization of Revolving Commitments exceed the Revolving
Commitments then in effect; (iii) after giving effect to such issuance, in no
event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then
in effect; (iv) in no event shall any standby Letter of Credit have an
expiration date later than the earlier of the Revolving Commitment Termination
Date and the date which is one year from the date of issuance of such standby
Letter of Credit;

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<Page>


and (v) in no event shall any commercial Letter of Credit (x) have an expiration
date later than the earlier of (1) the Revolving Commitment Termination Date and
(2) the date which is 180 days from the date of issuance of such commercial
Letter of Credit or (y) be issued if such commercial Letter of Credit is
otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject
to the foregoing, Issuing Bank may agree that a standby Letter of Credit will
automatically be extended for one or more successive periods not to exceed one
year each, unless Issuing Bank elects not to extend for any such additional
period; PROVIDED, Issuing Bank shall not extend any such Letter of Credit if it
has received written notice that an Event of Default has occurred and is
continuing at the time Issuing Bank must elect to allow such extension;
PROVIDED, FURTHER, in the event a Funding Default exists, Issuing Bank shall not
be required to issue any Letter of Credit unless Issuing Bank has entered into
arrangements satisfactory to it and Company to eliminate Issuing Bank's risk
with respect to the participation in Letters of Credit of the Defaulting Lender,
including by cash collateralizing such Defaulting Lender's Pro Rata Share of the
Letter of Credit Usage.

            (b) NOTICE OF ISSUANCE. Whenever Company desires the issuance of a
Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no
later than 2:00 p.m. (New York City time) at least three Business Days, or in
such shorter period as may be agreed to by Issuing Bank in any particular
instance, in advance of the proposed date of issuance. Upon satisfaction or
waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the
requested Letter of Credit only in accordance with Issuing Bank's standard
operating procedures. Upon the issuance of any Letter of Credit or amendment or
modification to a Letter of Credit, Issuing Bank shall notify by telefacsimile
or telephone (promptly confirmed by telefacsimile) each Lender of such issuance
on a monthly basis and upon such Lender's request therefor, and shall provide a
copy of such Letter of Credit or amendment or modification to a Letter of Credit
to any Lender upon such Lender's request therefor and the amount of such
Lender's respective participation in such Letter of Credit pursuant to Section
2.4(e).

            (c) RESPONSIBILITY OF ISSUING BANK WITH RESPECT TO REQUESTS FOR
DRAWINGS AND PAYMENTS. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible
only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in
accordance with the terms and conditions of such Letter of Credit. As between
Company and Issuing Bank, Company assumes all risks of the acts and omissions
of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with

                                       38

<Page>


any conditions required in order to draw upon such Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they be
in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of Issuing Bank, including any Governmental Acts;
none of the above shall affect or impair, or prevent the vesting of, any of
Issuing Bank's rights or powers hereunder. Without limiting the foregoing and in
furtherance thereof, any action taken or omitted by Issuing Bank under or in
connection with the Letters of Credit or any documents and certificates
delivered thereunder, if taken or omitted in good faith, shall not give rise to
any liability on the part of Issuing Bank to Company. Notwithstanding anything
to the contrary contained in this Section 2.4(c), Company shall retain any and
all rights it may have against Issuing Bank for any liability arising solely out
of the gross negligence or willful misconduct of Issuing Bank.

            (d) REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN OR PAID UNDER LETTERS
OF CREDIT. In the event Issuing Bank has determined to honor a drawing under a
Letter of Credit, it shall immediately notify Company and Administrative Agent,
and Company shall reimburse Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the
"REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the
amount of such honored drawing; PROVIDED, anything contained herein to the
contrary notwithstanding, (i) unless Company shall have notified Administrative
Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such
drawing is honored that Company intends to reimburse Issuing Bank for the amount
of such honored drawing with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely Funding Notice to Administrative
Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the amount of such honored
drawing and the Administrative Agent shall promptly give notice by telefacsimile
or telephone (promptly confirmed by telefacsimile) to such Lenders of such
deemed request, and (ii) subject to satisfaction or waiver of the conditions
specified in Section 3.2, Lenders shall, on the Reimbursement Date, make
Revolving Loans that are Base Rate Loans in the amount of such honored drawing,
the proceeds of which shall be applied directly by Administrative Agent to
reimburse Issuing Bank for the amount of such honored drawing and; PROVIDED
FURTHER, if for any reason proceeds of Revolving Loans are not received by
Issuing Bank on the Reimbursement Date in an amount equal to the amount of such
honored drawing, Company shall reimburse Issuing Bank, on demand, in an amount
in same day funds equal to the excess of the amount of such honored drawing over
the aggregate amount of such Revolving Loans, if any, which are so received.
Nothing in this Section 2.4(d) shall be deemed to relieve any Lender from its
obligation to make Revolving Loans on the terms and conditions set forth herein,
and Company shall retain any and all rights it may have against any Lender
resulting from the failure of such Lender to make such Revolving Loans under
this Section 2.4(d).

                                       39

<Page>


            (e) LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF CREDIT.
Immediately upon the issuance of each Letter of Credit, each Lender having a
Revolving Commitment shall be deemed to have purchased, and hereby agrees to
irrevocably purchase, from Issuing Bank a participation in such Letter of Credit
and any drawings honored thereunder in an amount equal to such Lender's Pro Rata
Share (with respect to the Revolving Commitments) of the maximum amount which is
or at any time may become available to be drawn thereunder. In the event that
Company shall fail for any reason to reimburse Issuing Bank as provided in
Section 2.4(d), Issuing Bank shall promptly notify each Lender by telefacsimile
or telephone (promptly confirmed by telefacsimile) of the unreimbursed amount of
such honored drawing and of such Lender's respective participation therein based
on such Lender's Pro Rata Share of the Revolving Commitments. Each Lender shall
make available to Issuing Bank an amount equal to its respective participation,
in Dollars and in same day funds, at the office of Issuing Bank specified in
such notice, not later than 12:00 p.m. (New York City time) on the first
business day (under the laws of the jurisdiction in which such office of Issuing
Bank is located) after the date notified by Issuing Bank. In the event that any
Lender fails to make available to Issuing Bank on such business day the amount
of such Lender's participation in such Letter of Credit as provided in this
Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand
from such Lender together with interest thereon for three Business Days at the
rate customarily used by Issuing Bank for the correction of errors among banks
and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed
to prejudice the right of any Lender to recover from Issuing Bank any amounts
made available by such Lender to Issuing Bank pursuant to this Section in the
event that it is determined that the payment with respect to a Letter of Credit
in respect of which payment was made by such Lender constituted gross negligence
or willful misconduct on the part of Issuing Bank. In the event Issuing Bank
shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for
all or any portion of any drawing honored by Issuing Bank under a Letter of
Credit, such Issuing Bank shall promptly distribute to each Lender which has
paid all amounts payable by it under this Section 2.4(e) with respect to such
honored drawing such Lender's Pro Rata Share of all payments subsequently
received by Issuing Bank from Company in reimbursement of such honored drawing
when such payments are received. Any such distribution shall be made to a Lender
at its primary address set forth below its name on the signature page of such
Lender to this Agreement or at such other address as such Lender may request.

            (f) OBLIGATIONS ABSOLUTE. The obligation of Company to reimburse
Issuing Bank for drawings honored under the Letters of Credit issued by it and
to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the
obligations of Lenders under Section 2.4(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Company or any Lender may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), Issuing Bank, Lender or any
other Person or, in the case of a Lender, against Company, whether in connection
herewith, the transactions contemplated herein or any unrelated

                                       40

<Page>


transaction (including any underlying transaction between Company or one of its
Subsidiaries and the beneficiary for which any Letter of Credit was procured);
(iii) any draft or other document presented under any Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; (iv) payment by
Issuing Bank under any Letter of Credit against presentation of a draft or other
document which does not substantially comply with the terms of such Letter of
Credit; (v) any adverse change in the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Holdings or any of its
Subsidiaries; (vi) any breach hereof or any other Credit Document by any party
thereto; (vii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing; or (viii) the fact that an Event of Default or
a Default shall have occurred and be continuing; PROVIDED, in each case, that
payment by Issuing Bank under the applicable Letter of Credit shall not have
constituted gross negligence or willful misconduct of Issuing Bank under the
circumstances in question.

            (g) INDEMNIFICATION. Without duplication of any obligation of
Company under Section 10.2 or 10.3, in addition to amounts payable as provided
herein, Company hereby agrees to protect, indemnify, pay and save harmless
Issuing Bank from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which Issuing
Bank may incur or be subject to as a consequence, direct or indirect, of the
issuance of any Letter of Credit by Issuing Bank, other than to the extent
resulting from (i) the gross negligence or willful misconduct of Issuing Bank or
(ii) the wrongful dishonor by Issuing Bank of a proper demand for payment made
under any Letter of Credit issued by it.

       2.5. PRO RATA SHARES; AVAILABILITY OF FUNDS.

            (a) PRO RATA SHARES. All Loans shall be made, and all participations
purchased, by Lenders simultaneously and proportionately to their respective
applicable Pro Rata Shares, it being understood that no Lender shall be
responsible for any default by any other Lender in such other Lender's
obligation to make a Loan requested hereunder or purchase a participation
required hereby nor shall any Tranche B Term Loan Commitment or any Revolving
Commitment of any Lender be increased or decreased as a result of a default by
any other Lender in such other Lender's obligation to make a Loan requested
hereunder or purchase a participation required hereby.

            (b) AVAILABILITY OF FUNDS. Unless Administrative Agent shall have
been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such
Lender's Loan requested on such Credit Date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on such
Credit Date and Administrative Agent may, in its sole discretion, but shall not
be obligated to, make available to Company a corresponding amount on such Credit
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such

                                       41

<Page>


Credit Date until the date such amount is paid to Administrative Agent, at the
customary rate set by Administrative Agent for the correction of errors among
banks for three Business Days and thereafter at the Base Rate. If such Lender
does not pay such corresponding amount forthwith upon Administrative Agent's
demand therefor, Administrative Agent shall promptly notify Company and Company
shall immediately pay such corresponding amount to Administrative Agent together
with interest thereon, for each day from such Credit Date until the date such
amount is paid to Administrative Agent, at the rate payable hereunder for Base
Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be
deemed to relieve any Lender from its obligation to fulfill its Tranche B Term
Loan Commitments and Revolving Commitments hereunder or to prejudice any rights
that Company may have against any Lender as a result of any default by such
Lender hereunder.

       2.6. USE OF PROCEEDS. All of the proceeds of the Tranche B Term Loans
together with up to $24,000,000 of Revolving Loans made on the Closing Date
shall be applied by Company to finance a portion of the Acquisition Financing
Requirements (including the refinancing and discharge of Existing Indebtedness)
and to pay related fees and expenses. The proceeds of the Revolving Loans, Swing
Line Loans and Letters of Credit made after the Closing Date shall be applied by
Company for working capital and general corporate purposes of Holdings and its
Subsidiaries, including Permitted Acquisitions. No portion of the proceeds of
any Credit Extension shall be used in any manner that causes or might cause such
Credit Extension or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors of the Federal Reserve
System or any other regulation implementing Regulation T, Regulation U or
Regulation X or to violate the Exchange Act.

       2.7. EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS; NOTES.

            (a) LENDERS' EVIDENCE OF DEBT. Each Lender shall maintain on its
internal records an account or accounts evidencing the Indebtedness of Company
to such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof. Any such recordation shall be conclusive and
binding on Company, absent demonstrable error; PROVIDED, failure to make any
such recordation, or any error in such recordation, shall not affect any
Lender's Revolving Commitments or Company's Obligations in respect of any
applicable Loans or otherwise; and PROVIDED FURTHER, in the event of any
inconsistency between the Register and any Lender's records, the recordations in
the Register shall govern.

            (b) REGISTER. Administrative Agent shall maintain at its Principal
Office a register for the recordation of the names and addresses of Lenders and
the Revolving Commitments and Loans of each Lender from time to time (the
"REGISTER"). The Register shall be available for inspection by Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall record in the Register the Revolving
Commitments and the Loans, and each repayment or prepayment in respect of the
principal amount of the Loans, and any such recordation shall be conclusive and
binding on Company and each Lender, absent demonstrable error; PROVIDED, failure
to make any such

                                       42

<Page>


recordation, or any error in such recordation, shall not affect any Lender's
Revolving Commitments or Company's Obligations in respect of any Loan. Company
hereby designates Fleet to serve as Company's agent solely for purposes of
maintaining the Register as provided in this Section 2.7, and Company hereby
agrees that, to the extent Fleet serves in such capacity, Fleet and its
officers, directors, employees, agents and affiliates shall constitute
"Indemnitees."

            (c) NOTES. If so requested by any Lender by written notice to
Company (with a copy to Administrative Agent) at least two Business Days prior
to the Closing Date, or at any time thereafter, Company shall execute and
deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to Section
10.6) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Company's receipt of such notice) a Note or Notes to
evidence such Lender's Tranche B Term Loan, Revolving Loan or Swing Line Loan,
as the case may be.

       2.8. INTEREST ON LOANS.

            (a) Except as otherwise set forth herein, each Class of Loan shall
bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:

                 (i) in the case of Revolving Loans:

                      (1) if a Base Rate Loan, at the Base Rate PLUS the
       Applicable Margin; or

                      (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar
       Rate PLUS the Applicable Margin;


                 (ii) in the case of Swing Line Loans, at the Base Rate PLUS
       the  Applicable Margin; and

                 (iii) in the case of Tranche B Term Loans:

                      (1) if a Base Rate Loan, at the Base Rate PLUS the
       Applicable Margin; or

                      (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar
       Rate PLUS the Applicable Margin.

            (b) The basis for determining the rate of interest with respect to
any Loan (except a Swing Line Loan which can be made and maintained as Base Rate
Loans only), and the Interest Period with respect to any Eurodollar Rate Loan,
shall be selected by Company and notified to Administrative Agent and Lenders
pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as
the case may be. If on any day a Loan is outstanding with respect to which a
Funding Notice or Conversion/Continuation Notice has not been delivered to

                                       43

<Page>


Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.

            (c) In connection with Eurodollar Rate Loans there shall be no more
than ten (10) Interest Periods outstanding at any time. In the event Company
fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a Eurodollar Rate Loan) will be automatically converted into a
Base Rate Loan on the last day of the then-current Interest Period for such Loan
(or if outstanding as a Base Rate Loan will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan). In the event Company fails to
specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Company shall be deemed to
have selected an Interest Period of one month. As soon as practicable after
10:00 a.m. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent
demonstrable error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in
writing) to Company and each Lender.

            (d) Interest payable pursuant to Section 2.8(a) shall be computed
(i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as
the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of
a 360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; PROVIDED, if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.

            (e) Except as otherwise set forth herein, interest on each Loan
shall be payable in arrears on and to (i) each Interest Payment Date applicable
to that Loan; (ii) any prepayment of that Loan, whether voluntary or mandatory,
to the extent accrued on the amount being prepaid; and (iii) at maturity,
including final maturity; PROVIDED, however, with respect to any voluntary
prepayment of a Base Rate Loan, accrued interest shall instead be payable on the
applicable Interest Payment Date.

            (f) Company agrees to pay to Issuing Bank, with respect to drawings
honored under any Letter of Credit, interest on the amount paid by Issuing Bank
in respect of each such honored drawing from the date such drawing is honored to
but excluding the date such amount is reimbursed by or on behalf of Company at a
rate equal to (i) for the period from the date such drawing is honored to but
excluding the applicable Reimbursement Date, the rate of interest

                                       44

<Page>


otherwise payable hereunder with respect to Revolving Loans that are Base Rate
Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate
of interest otherwise payable hereunder with respect to Revolving Loans that are
Base Rate Loans.

            (g) Interest payable pursuant to Section 2.8(f) shall be computed on
the basis of a 365/366-day year for the actual number of days elapsed in the
period during which it accrues, and shall be payable on demand or, if no demand
is made, on the date on which the related drawing under a Letter of Credit is
reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of
interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each
Lender, out of the interest received by Issuing Bank in respect of the period
from the date such drawing is honored to but excluding the date on which Issuing
Bank is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of any Revolving Loans), the amount that such
Lender would have been entitled to receive in respect of the letter of credit
fee that would have been payable in respect of such Letter of Credit for such
period if no drawing had been honored under such Letter of Credit. In the event
Issuing Bank shall have been reimbursed by Lenders for all or any portion of
such honored drawing, Issuing Bank shall distribute to each Lender which has
paid all amounts payable by it under Section 2.4(e) with respect to such honored
drawing such Lender's Pro Rata Share of any interest received by Issuing Bank
(including any interest pursuant to Section 2.8(f)) in respect of that portion
of such honored drawing so reimbursed by Lenders for the period from the date on
which Issuing Bank was so reimbursed by Lenders to but excluding the date on
which such portion of such honored drawing is reimbursed by Company.

       2.9. CONVERSION/CONTINUATION.

            (a) Subject to Section 2.18 and so long as no Default or Event of
Default shall have occurred and then be continuing (which the Requisite Lenders
have notified Company of to prevent the following), Company shall have the
option:

                 (i) to convert at any time all or any part of any Tranche B
Term Loan or Revolving Loan equal to $500,000 and integral multiples of $100,000
in excess of that amount from one Type of Loan to another Type of Loan;
PROVIDED, a Eurodollar Rate Loan may only be converted on the expiration of the
Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay
all amounts due under Section 2.18 in connection with any such conversion; or

                 (ii) upon the expiration of any Interest Period applicable to
any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
$1,000,000 and integral multiples of $100,000 in excess of that amount as a
Eurodollar Rate Loan.

            (b) The Company shall deliver a Conversion/Continuation Notice to
Administrative Agent (which shall promptly give notice by telefacsimile or
telephone (promptly confirmed by telefacsimile to the Lenders)) no later than
2:00 p.m. (New York City time) at least one Business Day in advance of the
proposed conversion date (in the case of a conversion to a

                                       45

<Page>


Base Rate Loan) and at least three Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Company shall be bound to effect a conversion or continuation in accordance
therewith.

       2.10. DEFAULT INTEREST. Upon the occurrence and during the continuance of
an Event of Default described in Section 8.1(a), the principal amount of all
Loans and, to the extent permitted by applicable law, any interest payments on
the Loans or any fees or other amounts owed hereunder not paid when due
(including reimbursement obligations for honored drawings under any Letter of
Credit and any related fees), in each case whether at stated maturity, by notice
of prepayment, by acceleration or otherwise, shall thereafter bear interest
(including post-petition interest in any proceeding under the Bankruptcy Code or
other applicable bankruptcy laws) payable on demand at a rate that is 2% per
annum in excess of the interest rate otherwise payable hereunder with respect to
the applicable Loans (or, in the case of any such fees and other amounts, at a
rate which is 2% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans); PROVIDED, in the case of Eurodollar Rate Loans,
upon the expiration of the Interest Period in effect at the time any such
increase in interest rate is effective such Eurodollar Rate Loans shall
thereupon become Base Rate Loans and shall thereafter bear interest payable upon
demand at a rate which is 2% per annum in excess of the interest rate otherwise
payable hereunder for Base Rate Loans. Payment or acceptance of the increased
rates of interest provided for in this Section 2.10 is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Administrative
Agent or any Lender.

       2.11. FEES.

            (a) Company agrees to pay to Lenders having Revolving Exposure:

                 (i) commitment fees equal to (1) the average of the daily
difference between (a) the Revolving Commitments, and (b) the sum of (x) the
aggregate principal amount of outstanding Revolving Loans (but not any
outstanding Swing Line Loans) plus (y) the Letter of Credit Usage, times (2) the
Applicable Revolving Commitment Fee Percentage; and

                 (ii) letter of credit fees equal to (1) the Applicable Margin
for Revolving Loans that are Eurodollar Rate Loans, times (2) the average
aggregate daily maximum amount available to be drawn under all such Letters of
Credit (regardless of whether any conditions for drawing could then be met and
determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative
Agent at its Principal Office and upon receipt, Administrative Agent shall
promptly distribute to each Lender its Pro Rata Share thereof.

                                       46

<Page>


            (b) Company agrees to pay directly to Issuing Bank, for its own
account, the following fees:

                 (i) a fronting fee in an amount agreed upon between the Issuing
Bank and the Company.

                 (ii) such documentary and processing charges for any issuance,
amendment, transfer or payment of a Letter of Credit as are in accordance with
Issuing Bank's standard schedule for such charges and as in effect at the time
of such issuance, amendment, transfer or payment, as the case may be.

            (c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year during the Revolving Commitment Period, commencing on
the first such date to occur after the Closing Date, and on the Revolving
Commitment Termination Date.

            (d) In addition to any of the foregoing fees, Company agrees to pay
to Agents such other fees in the amounts and at the times separately agreed
upon.

       2.12. SCHEDULED PAYMENTS/COMMITMENT REDUCTIONS.

            (a) SCHEDULED INSTALLMENTS. The principal amounts of the Tranche B
Term Loans shall be repaid in consecutive quarterly installments (each, an
"INSTALLMENT") in the aggregate amounts set forth below on the last day of each
Fiscal Quarter (each, an "INSTALLMENT DATE"), commencing December 31, 2001:

<Table>
<Caption>
=====================================================================
FISCAL QUARTER                          TRANCHE B TERM LOAN
                                            INSTALLMENTS
---------------------------------------------------------------------
<S>                                     <C>
December 31, 2001                             $312,500
---------------------------------------------------------------------
March 31, 2002                                $312,500
---------------------------------------------------------------------
June 30, 2002                                 $312,500
---------------------------------------------------------------------
September 30, 2002                            $312,500
---------------------------------------------------------------------
December 31, 2002                             $312,500
---------------------------------------------------------------------
March 31, 2003                                $312,500
---------------------------------------------------------------------
June 30, 2003                                 $312,500
---------------------------------------------------------------------
September 30, 2003                            $312,500
---------------------------------------------------------------------
December 31, 2003                             $312,500
---------------------------------------------------------------------
March 31, 2004                                $312,500
---------------------------------------------------------------------
</Table>

                                       47

<Page>


<Table>
<Caption>
=====================================================================
FISCAL QUARTER                          TRANCHE B TERM LOAN
                                            INSTALLMENTS
---------------------------------------------------------------------
<S>                                     <C>
June 30, 2004                                 $312,500
---------------------------------------------------------------------
September 30, 2004                            $312,500
---------------------------------------------------------------------
December 31, 2004                             $312,500
---------------------------------------------------------------------
March 31, 2005                                $312,500
---------------------------------------------------------------------
June 30, 2005                                 $312,500
---------------------------------------------------------------------
September 30, 2005                            $312,500
---------------------------------------------------------------------
December 31, 2005                             $312,500
---------------------------------------------------------------------
March 31, 2006                                $312,500
---------------------------------------------------------------------
June 30, 2006                                 $312,500
---------------------------------------------------------------------
September 30, 2006                            $312,500
---------------------------------------------------------------------
December 31, 2006                             $312,500
---------------------------------------------------------------------
March 31, 2007                                $312,500
---------------------------------------------------------------------
June 30, 2007                                 $312,500
---------------------------------------------------------------------
September 30, 2007                            $312,500
---------------------------------------------------------------------
December 31, 2007                           $29,375,000
---------------------------------------------------------------------
March 31, 2008                              $29,375,000
---------------------------------------------------------------------
June 30, 2008                               $29,375,000
---------------------------------------------------------------------
September 30, 2008                          $29,375,000
=====================================================================
</Table>

Notwithstanding the foregoing, (x) such Installments shall be reduced in
connection with any voluntary or mandatory prepayments of the Tranche B Term
Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y)
the Tranche B Term Loans, together with all other amounts owed hereunder with
respect thereto, shall, in any event, be paid in full no later than the Tranche
B Term Loan Maturity Date.

                                       48

<Page>


       2.13. VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.

            (a) VOLUNTARY PREPAYMENTS.

                 (i) Any time and from time to time:

                      (1) with respect to Base Rate Loans, Company may prepay
       any such Loans on any Business Day in whole or in part, in an aggregate
       minimum amount of $500,000 and integral multiples of $100,000 in excess
       of that amount;

                      (2) with respect to Eurodollar Rate Loans, Company may
       prepay any such Loans on any Business Day in whole or in part in an
       aggregate minimum amount of $1,000,000 and integral multiples of $100,000
       in excess of that amount; and

                      (3) with respect to Swing Line Loans, Company may prepay
       any such Loans on any Business Day in whole or in part in an aggregate
       minimum amount of $250,000, and in integral multiples of $50,000 in
       excess of that amount.

                 (ii) All such prepayments shall be made:

                      (1) upon not less than one Business Day's prior written or
       telephonic notice in the case of Base Rate Loans;

                      (2) upon not less than three Business Days' prior written
       or telephonic notice in the case of Eurodollar Rate Loans; and

                      (3) upon written or telephonic notice on the date of
       prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may
be, by 12:00 p.m. (New York City time) on the date required and, if given by
telephone, promptly confirmed in writing to Administrative Agent (and
Administrative Agent will promptly transmit such telephonic or original notice
for Tranche B Term Loans or Revolving Loans, as the case may be, by
telefacsimile or telephone (promptly confirmed by telefacsimile) to each Lender)
or Swing Line Lender, as the case may be. Upon the giving of any such notice,
the principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein.

            (b) VOLUNTARY COMMITMENT REDUCTIONS.

                 (i) Company may, upon not less than three Business Days' prior
written or telephonic notice confirmed in writing to Administrative Agent (which
original written or telephonic notice Administrative Agent will promptly
transmit by telefacsimile or telephone (promptly confirmed by telefacsimile) to
each applicable Lender), at any time and from time to time terminate in whole or
permanently reduce in part, without premium or penalty, the

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Revolving Commitments in an amount up to the amount by which the Revolving
Commitments exceed the Total Utilization of Revolving Commitments at the time of
such proposed termination or reduction after giving effect to any
contemporaneous payment on the Revolving Loan; PROVIDED, any such partial
reduction of the Revolving Commitments shall be in an aggregate minimum amount
of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

                 (ii) Company's notice to Administrative Agent shall designate
the date (which shall be a Business Day) of such termination or reduction and
the amount of any partial reduction, and such termination or reduction of the
Revolving Commitments shall be effective on the date specified in Company's
notice and shall reduce the Revolving Commitment of each Lender proportionately
to its Pro Rata Share thereof.

       2.14. MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.

            (a) ASSET SALES. No later than the first Business Day following the
date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale
Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall
be permanently reduced as set forth in Section 2.15(b) in an aggregate amount
equal to such Net Asset Sale Proceeds; PROVIDED, (i) so long as no Default or
Event of Default shall have occurred and be continuing, and (ii) to the extent
that aggregate Net Asset Sale Proceeds from the Closing Date through the
applicable date of determination do not exceed $5,000,000, Company shall have
the option, directly or through one or more of its Subsidiaries, to invest Net
Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof in
long-term productive assets of the general type used in the business of Company
and its Subsidiaries or in Permitted Acquisitions; PROVIDED FURTHER, pending any
such investment all such Net Asset Sale Proceeds shall be applied to prepay
Revolving Loans to the extent outstanding (without a reduction in Revolving
Commitments).

            (b) INSURANCE/CONDEMNATION PROCEEDS. No later than the first
Business Day following the date of receipt by Holdings or any of its
Subsidiaries, or Administrative Agent as loss payee, of any Net
Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation
Proceeds; PROVIDED, (i) so long as no Default or Event of Default shall have
occurred and be continuing, and (ii) to the extent that aggregate Net
Insurance/Condemnation Proceeds from the Closing Date through the applicable
date of determination do not exceed $5,000,000, Company shall have the option,
directly or through one or more of its Subsidiaries to invest such Net
Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt
thereof in long term productive assets of the general type used in the business
of Holdings and its Subsidiaries, which investment may include the repair,
restoration or replacement of the applicable assets thereof; PROVIDED FURTHER,
pending any such investment all such Net Insurance/Condemnation Proceeds, as the
case may be, shall be applied to prepay Revolving Loans to the extent
outstanding (without a reduction in Revolving Commitments).

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<Page>


            (c) ISSUANCE OF EQUITY SECURITIES. On the date of receipt by
Holdings of any Cash proceeds from a capital contribution to, or the issuance of
any Capital Stock of, Holdings (other than pursuant to (i) any employee stock or
stock option compensation plan and (ii) in connection with Permitted
Acquisitions), Company shall prepay the Loans and/or the Revolving Commitments
shall be permanently reduced as set forth in Section 2.15(b) in an aggregate
amount equal to 50% of such proceeds, net of underwriting discounts and
commissions and other reasonable costs and expenses associated therewith,
including reasonable legal fees and expenses.

            (d) ISSUANCE OF DEBT. On the date of receipt by Holdings or any of
its Subsidiaries of any Cash proceeds from incurrence of any Indebtedness of
Holdings or any of its Subsidiaries (other than with respect to any Indebtedness
permitted to be incurred pursuant to Section 6.1), Company shall prepay the
Loans and/or the Revolving Commitments shall be permanently reduced as set forth
in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses.

            (e) CONSOLIDATED EXCESS CASH FLOW. In the event that there shall be
Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year
2002), Company shall, no later than ninety (90) days after the end of such
Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be
permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal
to 75% of such Consolidated Excess Cash Flow; PROVIDED, during any period in
which the Leverage Ratio (determined for any such period by reference to the
most recent Compliance Certificate delivered pursuant to Section 5.1(d)
calculating the Leverage Ratio) shall be 3.00:1.00 or less, Company shall only
be required to make the prepayments and/or reductions otherwise required hereby
in an amount equal to 50% of such Consolidated Excess Cash Flow.

            (f) REVOLVING LOANS AND SWING LOANS. Company shall from time to time
prepay FIRST, the Swing Line Loans, and SECOND, the Revolving Loans to the
extent necessary so that the Total Utilization of Revolving Commitments shall
not at any time exceed the Revolving Commitments then in effect.

            (g) PREPAYMENT CERTIFICATE. Concurrently with any prepayment of the
Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a)
through 2.14(e), Company shall deliver to Administrative Agent a certificate of
an Authorized Officer demonstrating the calculation of the amount of the
applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In
the event that Company shall subsequently determine that the actual amount
received exceeded the amount set forth in such certificate, Company shall
promptly make an additional prepayment of the Loans and/or the Revolving
Commitments shall be permanently reduced in an amount equal to such excess, and
Company shall concurrently therewith deliver to Administrative Agent a
certificate of an Authorized Officer demonstrating the derivation of such
excess.

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<Page>


       2.15. APPLICATION OF PREPAYMENTS/REDUCTIONS.

            (a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS. Any
prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified
by Company in the applicable notice of prepayment; PROVIDED, in the event
Company fails to specify the Loans to which any such prepayment shall be
applied, such prepayment shall be applied as follows:

                 FIRST, to repay outstanding Swing Line Loans to the full extent
       thereof;

                 SECOND, to repay outstanding Revolving Loans to the full extent
       thereof; and

                 THIRD, to prepay the Tranche B Term Loans on a pro rata basis
       (in accordance with the respective outstanding principal amounts
       thereof).

                 Any prepayment of any Tranche B Term Loan pursuant to Section
       2.13(a) shall be further applied on a pro rata basis to reduce the
       scheduled remaining Installments of principal on such Tranche B Term
       Loan.

            (b) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any
amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be
applied as follows:

                 FIRST, to prepay Tranche B Term Loans on a pro rata basis (in
       accordance with the respective outstanding principal amounts thereof) and
       shall be further applied on a pro rata basis to the remaining scheduled
       Installments of principal of the Tranche B Term Loans;

                 SECOND, to prepay the Swing Line Loans to the full extent
       thereof and to permanently reduce the Revolving Commitments by the amount
       of such prepayment;

                 THIRD, to prepay the Revolving Loans to the full extent thereof
       and to further permanently reduce the Revolving Commitments by the amount
       of such prepayment;

                 FOURTH, to prepay outstanding reimbursement obligations with
       respect to Letters of Credit and to further permanently reduce the
       Revolving Loan Commitments by the amount of such prepayment;

                 FIFTH, to cash collateralize Letters of Credit in an manner
       reasonably acceptable to the Administrative Agent and to further
       permanently reduce the Revolving Loan Commitments by the amount of such
       cash collateralization; and

                 SIXTH, to further permanently reduce the Revolving Commitments
       to the full extent thereof.

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<Page>


            (c) APPLICATION OF PREPAYMENTS OF LOANS TO BASE RATE LOANS AND
EURODOLLAR RATE LOANS. Considering each Class of Loans being prepaid separately,
any prepayment thereof shall be applied first to Base Rate Loans to the full
extent thereof before application to Eurodollar Rate Loans, in each case in a
manner which minimizes the amount of any payments required to be made by Company
pursuant to Section 2.18(c).

       2.16. GENERAL PROVISIONS REGARDING PAYMENTS.

            (a) All payments by Company of principal, interest, fees and other
Obligations shall be made in Dollars in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due at the Administrative Agent's Principal Office for the account of Lenders;
funds received by Administrative Agent after that time on such due date shall be
deemed to have been paid by Company on the next succeeding Business Day.

            (b) All payments in respect of the principal amount of any Loan
(other than voluntary prepayments of Revolving Loans) shall include payment of
accrued interest on the principal amount being repaid or prepaid, and all such
payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied to the
payment of interest before application to principal.

            (c) Administrative Agent shall promptly distribute to each Lender at
such address as such Lender shall indicate in writing, such Lender's applicable
Pro Rata Share of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due with respect thereto, including,
without limitation, all fees payable with respect thereto, to the extent
received by Administrative Agent.

            (d) Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

            (e) Subject to the provisos set forth in the definition of "Interest
Period", whenever any payment to be made hereunder shall be stated to be due on
a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest hereunder or of the Revolving Commitment
fees hereunder.

            (f) Company hereby authorizes Administrative Agent to charge
Company's accounts with Administrative Agent in order to cause timely payment to
be made to Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose).

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<Page>

            (g) Administrative Agent shall deem any payment by or on behalf of
Company hereunder that is not made in same day funds prior to 12:00 p.m. (New
York City time) to be a non-conforming payment. Any such payment shall not be
deemed to have been received by Administrative Agent until the later of (i) the
time such funds become available funds, and (ii) the applicable next Business
Day. Administrative Agent shall give prompt telephonic notice to Company and
each applicable Lender (confirmed in writing) if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of
Default in accordance with the terms of Section 8.1(a). Interest shall continue
to accrue on any principal as to which a non-conforming payment is made until
such funds become available funds (but in no event less than the period from the
date of such payment to the next succeeding applicable Business Day) at the rate
determined pursuant to Section 2.10 from the date such amount was due and
payable until the date such amount is paid in full.

            (h) If an Event of Default shall have occurred and not otherwise
been waived, and the maturity of the Obligations shall have been accelerated
pursuant to Section 8.1, all payments or proceeds received by Agents hereunder
in respect of any of the Obligations, shall be applied in accordance with the
application arrangements described in Section 6.5 of the Pledge and Security
Agreement.

       2.17. RATABLE SHARING. The Lenders hereby agree among themselves that,
except as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral, if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to such Lender hereunder or
under the other Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to
such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to
have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate Amounts
Due to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to
them; PROVIDED, if all or part of such proportionately greater payment received
by such purchasing Lender is thereafter repaid by or recovered from such Lender
upon the bankruptcy or reorganization of Company or otherwise, those purchases
shall be rescinded and the purchase prices paid for such participations shall be
returned to such purchasing Lender ratably to the extent of such recovery, but
without interest. Company expressly consents to the foregoing arrangement and
agrees that any holder of a participation so purchased may exercise any and all

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rights of banker's lien, set-off or counterclaim or otherwise with respect to
any and all monies owing by Company to that holder with respect thereto as fully
as if that holder were owed by Company the amount of the participation held by
that holder.

       2.18. MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

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

            (b) ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Company and Administrative Agent) that the
making, maintaining or continuation of its Eurodollar Rate Loans (i) has become
unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be
unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the date hereof which materially and adversely affect the
position of such Lender in the London Interbank Market, then, and in any such
event, such Lender shall be an "AFFECTED LENDER" and it shall on that day give
notice (by telefacsimile or by telephone confirmed in writing) to Company and
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender by telefacsimile or by telephone
(promptly confirmed by telefacsimile)). Thereafter (1) the obligation of the
Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans
shall be suspended until such notice shall be withdrawn by the Affected Lender,
(2) to the extent such determination by the Affected Lender relates to a
Eurodollar Rate Loan then being requested by Company pursuant to a Funding
Notice or a Conversion/Continuation Notice, the Affected Lender shall make such
Loan as (or continue such Loan as or convert such Loan to, as the case may be) a
Base Rate Loan, (3) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (4) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then

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<Page>


being requested by Company pursuant to a Funding Notice or a
Conversion/Continuation Notice, Company shall have the option, subject to the
provisions of Section 2.18(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Administrative Agent of
such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative
Agent shall promptly transmit to each other Lender by telefacsimile or by
telephone (promptly confirmed by telefacsimile)). Except as provided in the
immediately preceding sentence, nothing in this Section 2.18(b) shall affect the
obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
hereof.

            (c) COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts),
for all reasonable losses, expenses and liabilities (including any interest paid
by such Lender to lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans and any loss, expense or liability sustained by such
Lender in connection with the liquidation or re-employment of such funds but
excluding loss of anticipated profits, including the right to receive the
Applicable Margin with respect thereto) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender) a borrowing of any
Eurodollar Rate Loan does not occur on a date specified therefor in a Funding
Notice or a telephonic request for borrowing, or a conversion to or continuation
of any Eurodollar Rate Loan does not occur on a date specified therefor in a
Conversion/Continuation Notice or a telephonic request for conversion or
continuation; (ii) if any prepayment or other principal payment or any
conversion of any of its Eurodollar Rate Loans occurs on a date prior to the
last day of an Interest Period applicable to that Loan; or (iii) if any
prepayment of any of its Eurodollar Rate Loans is not made on any date specified
in a notice of prepayment given by Company.

            (d) BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

            (e) ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.
Calculation of all amounts payable to a Lender under this Section 2.18 and under
Section 2.19 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
PROVIDED, HOWEVER, each Lender may fund each of its Eurodollar Rate Loans in any
manner it sees fit and the foregoing assumptions shall be utilized only for the
purposes of calculating amounts payable under this Section 2.18 and under
Section 2.19.

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       2.19. INCREASED COSTS; CAPITAL ADEQUACY.

            (a) COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the
provisions of Section 2.20 (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender (which term shall include
Issuing Bank for purposes of this Section 2.19(a)) shall determine (which
determination shall, absent demonstrable error, be final and conclusive and
binding upon all parties hereto) that any law, treaty or governmental rule,
regulation or order, or any change therein or in the interpretation,
administration or application thereof (including the introduction of any new
law, treaty or governmental rule, regulation or order), or any determination of
a court or governmental authority, in each case that becomes effective after the
date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other
governmental or quasi-governmental authority (whether or not having the force of
law): (i) subjects such Lender (or its applicable lending office) to any
additional Tax (other than any Tax on the overall net income of such Lender)
with respect to this Agreement or any of the other Credit Documents or any of
its obligations hereunder or thereunder or any payments to such Lender (or its
applicable lending office) of principal, interest, fees or any other amount
payable hereunder; (ii) imposes, modifies or holds applicable any reserve
(including any marginal, emergency, supplemental, special or other reserve),
special deposit, compulsory loan, FDIC insurance or similar requirement against
assets held by, or deposits or other liabilities in or for the account of, or
advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other
requirements with respect to Eurodollar Rate Loans that are reflected in the
definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition
(other than with respect to a Tax matter) on or affecting such Lender (or its
applicable lending office) or its obligations hereunder or the London interbank
market; and the result of any of the foregoing is to increase the cost to such
Lender of agreeing to make, making or maintaining Loans hereunder or to reduce
any amount received or receivable by such Lender (or its applicable lending
office) with respect thereto; then, in any such case, Company shall promptly pay
to such Lender, upon receipt of the statement referred to in the next sentence,
such additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Company (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section
2.19(a), which statement shall be conclusive and binding upon all parties hereto
absent demonstrable error.

            (b) CAPITAL ADEQUACY ADJUSTMENT. In the event that any Lender (which
term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have
determined that the adoption, effectiveness, phase-in or applicability after the
Closing Date of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by

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<Page>


any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's Loans or Revolving Commitments or Letters of Credit, or
participations therein or other obligations hereunder with respect to the Loans
or the Letters of Credit to a level below that which such Lender or such
controlling corporation could have achieved but for such adoption,
effectiveness, phase-in, applicability, change or compliance (taking into
consideration the policies of such Lender or such controlling corporation with
regard to capital adequacy), then from time to time, within five Business Days
after receipt by Company from such Lender of the statement referred to in the
next sentence, Company shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction. Such Lender shall deliver to Company (with a
copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under
this Section 2.19(b), which statement shall be conclusive and binding upon all
parties hereto absent demonstrable error.

       2.20. TAXES; WITHHOLDING, ETC.

            (a) PAYMENTS TO BE FREE AND CLEAR. All sums payable by any Credit
Party hereunder and under the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax (other than a Tax on the overall net income
of any Lender) imposed, levied, collected, withheld or assessed by or within the
United States of America or any political subdivision in or of the United States
of America or any other jurisdiction from or to which a payment is made by or on
behalf of any Credit Party or by any federation or organization of which the
United States of America or any such jurisdiction is a member at the time of
payment.

            (b) WITHHOLDING OF TAXES. If any Credit Party or any other Person is
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by any Credit Party to Administrative Agent or any
Lender (which term shall include Issuing Bank for purposes of this Section
2.20(b)) under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such
requirement as soon as Company becomes aware of it; (ii) Company shall pay any
such Tax before the date on which penalties attach thereto, such payment to be
made (if the liability to pay is imposed on any Credit Party) for its own
account or (if that liability is imposed on Administrative Agent or such Lender,
as the case may be) on behalf of and in the name of Administrative Agent or such
Lender; (iii) the sum payable by such Credit Party in respect of which the
relevant deduction, withholding or payment is required shall be increased to the
extent necessary to ensure that, after the making of that deduction, withholding
or payment, Administrative Agent or such Lender, as the case may be, receives on
the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty
(30) days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30) days after the due date of

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<Page>


payment of any Tax which it is required by clause (ii) above to pay, Company
shall deliver to Administrative Agent evidence satisfactory to the other
affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority; provided, no such additional
amount shall be required to be paid to any Lender under clause (iii) above
except to the extent that any change after the date hereof (in the case of each
Lender listed on the signature pages hereof on the Closing Date) or after the
effective date of the Assignment Agreement pursuant to which such Lender became
a Lender (in the case of each other Lender) in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect at the date hereof or at the date of such Assignment Agreement, as the
case may be, in respect of payments to such Lender.

            (c) EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX. Each Lender
that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
(a "NON-US LENDER") shall deliver to Administrative Agent for transmission to
Company (and Administrative Agent shall promptly forward to Company), on or
prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of
Company or Administrative Agent (each in the reasonable exercise of its
discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms), properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Company to establish that such Lender is not subject
to deduction or withholding, or is subject to a reduced rate, of United States
federal income tax with respect to any payments to such Lender of principal,
interest, fees or other amounts payable under any of the Credit Documents, or
(ii) if such Lender is not a "bank" or other Person described in Section
881(c)(3) of the Internal Revenue Code and cannot deliver either Internal
Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a
Certificate re Non-Bank Status together with two original copies of Internal
Revenue Service Form W-8BEN (or any successor form), properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Company to establish that such
Lender is not subject to deduction or withholding of United States federal
income tax with respect to any payments to such Lender of interest payable under
any of the Credit Documents. Each Lender required to deliver any forms,
certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to
time after the initial delivery by such Lender of such forms, certificates or
other evidence, whenever a lapse in time or change in circumstances renders such
forms, certificates or other evidence obsolete or inaccurate in any material
respect, that such Lender shall promptly deliver to Administrative Agent for
transmission to Company (and Administrative Agent shall promptly forward to
Company) two new original copies of Internal Revenue Service Form W-8BEN or
W-8ECI, or, in the case of Lenders to whom clause (ii) of the preceding sentence
applies, a Certificate re Non-Bank Status and two original copies of Internal
Revenue Service

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Form W-8BEN, as the case may be, properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Company to confirm or establish that such Lender is
not subject to deduction or withholding, or is subject to a reduced rate, of
United States federal income tax with respect to payments to such Lender under
the Credit Documents, or notify Administrative Agent and Company of its
inability to deliver any such forms, certificates or other evidence. Company
shall not be required to pay any additional amount to any Non-US Lender under
Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms,
certificates or other evidence referred to in the first or second sentences of
this Section 2.20(c), or (2) to notify Administrative Agent and Company of its
inability to deliver any such forms, certificates or other evidence, as the case
may be; PROVIDED, if such Lender shall have satisfied the requirements of the
first and second sentences of this Section 2.20(c), nothing in this last
sentence of Section 2.20(c) shall relieve Company of its obligation to pay any
additional amounts pursuant to Section 2.19(a) in the event that, as a result of
any change in any applicable law, treaty or governmental rule, regulation or
order, or any change in the interpretation, administration or application
thereof, occurring after the Closing Date or the date of the Assignment
Agreement pursuant to which it became a Lender, as applicable, such Lender is no
longer properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to
withholding as described herein.

       2.21. OBLIGATION TO MITIGATE. Each Lender (which term shall include
Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans or Letters of Credit, as the case may be, becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to
become an Affected Lender or that would entitle such Lender to receive payments
under Sections 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with
the internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
Credit Extensions, including any Affected Loans, through another office of such
Lender, or (b) take such other measures as such Lender may deem reasonable, if
as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to Sections 2.18, 2.19
or 2.20 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such Revolving
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments, Loans or Letters of Credit or the
interests of such Lender; PROVIDED, such Lender will not be obligated to utilize
such other office pursuant to this Section 2.21 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
office as described above. A certificate as to the amount of any such expenses
payable by Company pursuant to this Section 2.21 (setting forth in reasonable
detail the basis for requesting such amount) submitted by such Lender to Company
(with a copy to Administrative Agent) shall be conclusive absent demonstrable
error.

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       2.22. DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, at the direction or request of
any regulatory agency or authority, defaults (a "DEFAULTING LENDER") in its
obligation to fund (a "FUNDING DEFAULT") any Revolving Loan or its portion of
any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each case, a
"DEFAULTED LOAN"), then (a) during any Default Period with respect to such
Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender"
for purposes of voting on any matters (including the granting of any consents or
waivers) with respect to any of the Credit Documents; (b) to the extent
permitted by applicable law, until such time as the Default Excess with respect
to such Defaulting Lender shall have been reduced to zero, (i) any voluntary
prepayment of the Revolving Loans shall, if Company so directs at the time of
making such voluntary prepayment, be applied to the Revolving Loans of other
Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the
Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory
prepayment of the Revolving Loans shall, if Company so directs at the time of
making such mandatory prepayment, be applied to the Revolving Loans of other
Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such
Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it
being understood and agreed that Company shall be entitled to retain any portion
of any mandatory prepayment of the Revolving Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the provisions of this
clause (b); (c) such Defaulting Lender's Revolving Commitment and outstanding
Revolving Loans and such Defaulting Lender's Pro Rata Share of the Letter of
Credit Usage shall be excluded for purposes of calculating the Revolving
Commitment fee payable to Lenders in respect of any day during any Default
Period with respect to such Defaulting Lender, and such Defaulting Lender shall
not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11
with respect to such Defaulting Lender's Revolving Commitment in respect of any
Default Period with respect to such Defaulting Lender; and (d) the Total
Utilization of Revolving Commitments as at any date of determination shall be
calculated as if such Defaulting Lender had funded all Defaulted Loans of such
Defaulting Lender. No Revolving Commitment of any Lender shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section
2.22, performance by Company of its obligations hereunder and the other Credit
Documents shall not be excused or otherwise modified as a result of any Funding
Default or the operation of this Section 2.22. The rights and remedies against a
Defaulting Lender under this Section 2.22 are in addition to other rights and
remedies which Company may have against such Defaulting Lender with respect to
any Funding Default and which Administrative Agent or any Lender may have
against such Defaulting Lender with respect to any Funding Default.

       2.23. REMOVAL OR REPLACEMENT OF A LENDER.Anything contained herein to the
contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST
LENDER") shall give notice to Company that such Lender is an Affected Lender or
that such Lender is entitled to receive payments under Section 2.18, 2.19 or
2.20, the circumstances which have caused such Lender to be an Affected Lender
or which entitle such Lender to receive such payments shall remain in effect,
and such Lender shall fail to withdraw such notice within five Business Days
after Company's request for such withdrawal; or (b) any Lender shall become a
Defaulting

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Lender, the Default Period for such Defaulting Lender shall remain in effect,
and such Defaulting Lender shall fail to cure the default as a result of which
it has become a Defaulting Lender within five Business Days after Company's
request that it cure such default; or (c) in connection with any proposed
amendment, modification, termination, waiver or consent with respect to any of
the provisions hereof as contemplated by Section 10.5(b), the consent of
Requisite Lenders shall have been obtained but the consent of one or more of
such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required
shall not have been obtained; then, with respect to each such Increased-Cost
Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"),
Company may, by giving written notice to Administrative Agent and any Terminated
Lender of its election to do so, elect to cause such Terminated Lender (and such
Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and
its Revolving Commitments, if any, in full to one or more Eligible Assignees
(each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6
and Terminated Lender shall pay any fees payable thereunder in connection with
such assignment; PROVIDED, (1) on the date of such assignment, the Replacement
Lender shall pay to Terminated Lender an amount equal to the sum of (A) an
amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings
that have been funded by such Terminated Lender, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to
Section 2.11; (2) on the date of such assignment, Company shall pay any amounts
payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20 or
otherwise as if it were a prepayment; and (3) in the event such Terminated
Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the
time of such assignment, to each matter in respect of which such Terminated
Lender was a Non-Consenting Lender; PROVIDED, Company may not make such election
with respect to any Terminated Lender that is also an Issuing Bank unless, prior
to the effectiveness of such election, Company shall have caused each
outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment
of all amounts owing to any Terminated Lender and the termination of such
Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall
no longer constitute a "Lender" for purposes hereof; PROVIDED, any rights of
such Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender.

       2.24. LIMITATION ON MAKING CLAIMS.

            Notwithstanding anything herein to the contrary, Company shall not
be required to make any payments to any Lender pursuant to Sections 2.18, 2.19
or 2.20 relating to any period of time which is greater than 180 days prior to
such Lender's request for additional payment, except for retroactive application
of such law, rule or regulation, in which case Company is required to make such
payments for so long as such Lender makes a request therefor within 180 days of
the public announcement of such retroactive application.

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SECTION 3. CONDITIONS PRECEDENT

       3.1. CLOSING DATE. The obligation of any Lender to make a Credit
Extension on the Closing Date is subject to the satisfaction, or waiver in
accordance with Section 10.5, of the following conditions on or before the
Closing Date:

            (a) CREDIT DOCUMENTS. Administrative Agent shall have received
sufficient copies of each Credit Document originally executed and delivered by
each applicable Credit Party for each Lender.

            (b) ORGANIZATIONAL DOCUMENTS; INCUMBENCY. Administrative Agent shall
have received (i) sufficient copies of each Organizational Document executed and
delivered by each Credit Party, as applicable, and, to the extent applicable,
certified as of a recent date by the appropriate governmental official, for each
Lender, each dated the Closing Date or a recent date prior thereto; (ii)
signature and incumbency certificates of the officers of such Person executing
the Credit Documents to which it is a party; (iii) resolutions of the Board of
Directors or similar governing body of each Credit Party approving and
authorizing the execution, delivery and performance of this Agreement and the
other Credit Documents and the Related Agreements to which it is a party or by
which it or its assets may be bound as of the Closing Date, certified as of the
Closing Date by its secretary or an assistant secretary as being in full force
and effect without modification or amendment; (iv) a good standing certificate
from the applicable Governmental Authority of each Credit Party's jurisdiction
of incorporation, organization or formation and in each jurisdiction in which it
is qualified as a foreign corporation or other entity to do business, each dated
a recent date prior to the Closing Date; and (v) such other documents as
Administrative Agent may reasonably request.

            (c) ORGANIZATIONAL AND CAPITAL STRUCTURE. The organizational
structure and capital structure of Holdings and its Subsidiaries, both before
and after giving effect to the Acquisition, shall be as set forth on Schedule
4.2.

            (d) ISSUANCE OF SENIOR SUBORDINATED NOTES. On or before the Closing
Date,

                 (i) Company shall have received the gross proceeds from the
issuance of the Senior Subordinated Notes in an aggregate amount in cash of not
less than $173,500,000;

                 (ii) Company shall have delivered to Agents complete, correct
and conformed copies of the Senior Subordinated Note Documents which shall
include terms reasonable and customary for loans and securities of such type, as
mutually agreed upon between Berkshire and the Agents; and

                 (iii) Company shall have provided evidence satisfactory to
Agents that the proceeds of Senior Subordinated Notes have been irrevocably
committed, prior to the application of the proceeds of the Tranche B Term Loans
and the portion of the Revolving Loans to be made on the Closing Date, to the
payment of the Acquisition Financing Requirements.

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            (e) EQUITY FINANCING. On or before the Closing Date, Company shall
have provided evidence satisfactory to Agents that the proceeds of the Equity
Financing have been irrevocably committed, prior to the application of the
proceeds of the Tranche B Term Loans and a portion of the Revolving Loans to be
made on the Closing Date, to the payment of the Acquisition Financing
Requirements.

            (f) RELATED AGREEMENTS. Syndication Agent and Administrative Agent
shall each have received a fully executed or conformed copy of each Related
Agreement and any documents executed in connection therewith, together with
copies of each of the opinions of counsel delivered to the parties under the
Related Agreements, accompanied by a letter from each such counsel (to the
extent not inconsistent with such counsel's established internal policies)
authorizing Lenders to rely upon such opinion to the same extent as though it
were addressed to Lenders. Each Related Agreement shall be in full force and
effect, shall include terms and provisions reasonably satisfactory to
Administrative Agent and Syndication Agent and no provision thereof shall have
been modified or waived in any respect determined by Syndication Agent or
Administrative Agent to be material, in each case without the consent of
Syndication Agent and Administrative Agent.

            (g) CONSUMMATION OF ACQUISITION. With respect to the consummation of
the Acquisition, (i) all conditions to the Acquisition set forth in Articles VII
and VIII of the Stock Purchase Agreement and related documents shall have been
satisfied or the fulfillment of any such conditions shall have been waived with
the consent of Agents; (ii) the Acquisition shall have become effective in
accordance with the terms of the Stock Purchase Agreement and related documents;
and (iii) the aggregate cash consideration paid to existing stockholders of
Holdings and Company in consideration for their Capital Stock in the Acquisition
shall not exceed $235,000,000.

            (h) EXISTING INDEBTEDNESS. Except as set forth on Schedule 6.1, on
the Closing Date Holdings and its Subsidiaries shall have (i) repaid in full (or
deposited funds in trust sufficient to repay in full) all Existing Indebtedness,
(ii) terminated any commitments to lend or make other extensions of credit
thereunder, (iii) delivered to Syndication Agent and Administrative Agent all
documents or instruments necessary to release all Liens securing Existing
Indebtedness or other obligations of Holdings and its Subsidiaries thereunder
being repaid on the Closing Date, and (iv) made arrangements satisfactory to
Syndication Agent and Administrative Agent with respect to the cancellation of
any letters of credit outstanding thereunder or the issuance of Letters of
Credit to support the obligations of Holdings and its Subsidiaries with respect
thereto.

            (i) TRANSACTION COSTS. On or prior to the Closing Date, Company
shall have delivered to Administrative Agent Company's reasonable best estimate
of the Transactions Costs (other than fees payable to any Agent).

            (j) GOVERNMENTAL AUTHORIZATIONS AND CONSENTS. Each Credit Party
shall have obtained all Governmental Authorizations and all material consents of
other Persons, in each

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case that are necessary in connection with the transactions contemplated by the
Credit Documents and the Related Agreements and each of the foregoing shall be
in full force and effect and in form and substance reasonably satisfactory to
Syndication Agent and Administrative Agent. All applicable waiting periods shall
have expired without any action being taken or threatened by any competent
authority which would restrain, prevent or otherwise impose adverse conditions
on the transactions contemplated by the Credit Documents or the Related
Agreements or the financing thereof and no action, request for stay, petition
for review or rehearing, reconsideration, or appeal with respect to any of the
foregoing shall be pending, and the time for any applicable agency to take
action to set aside its consent on its own motion shall have expired.

            (k) REAL ESTATE ASSETS. In order to create in favor of Collateral
Agent, for the benefit of Secured Parties, a valid and, subject to any filing
and/or recording referred to herein, perfected First Priority security interest
in certain Real Estate Assets, Collateral Agent shall have received from Company
and each applicable Guarantor:

                 (i) fully executed and notarized Mortgages, in proper form for
recording in all appropriate places in all applicable jurisdictions, encumbering
each Real Estate Asset listed in Schedule 3.1(k)(i) (each, a "CLOSING DATE
MORTGAGED PROPERTY");

                 (ii) except as to the Closing Date Mortgaged Property located
in Pennsylvania, an opinion of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent) in each state in which a Closing Date
Mortgaged Property is located with respect to the enforceability of the form(s)
of Mortgages to be recorded in such state, in form and substance reasonably
satisfactory to Collateral Agent;

                 (iii) (A) ALTA mortgagee title insurance policies or
unconditional commitments therefor issued by one or more title companies
reasonably satisfactory to Collateral Agent with respect to each Closing Date
Mortgaged Property (each, a "TITLE POLICY"), in amounts reasonably satisfactory
to Collateral Agent, together with a title report issued by a title company with
respect thereto, dated not more than thirty (30) days prior to the Closing Date
and copies of all recorded documents listed as exceptions to title or otherwise
referred to therein, each in form and substance reasonably satisfactory to
Collateral Agent; and (B) evidence satisfactory to Collateral Agent that such
Credit Party has paid to the title company or to the appropriate governmental
authorities all expenses and premiums of the title company and all other sums
required in connection with the issuance of each Title Policy and all recording
and stamp taxes (including mortgage recording and intangible taxes) payable in
connection with recording the Mortgages for each Closing Date Mortgaged Property
in the appropriate real estate records; and

                 (iv) evidence of flood insurance with respect to each Flood
Hazard Property that is located in a community that participates in the National
Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors

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of the Federal Reserve System, in form and substance reasonably satisfactory to
Collateral Agent.

            (l) PERSONAL PROPERTY COLLATERAL. In order to create in favor of
Collateral Agent, for the benefit of Secured Parties, a valid, perfected First
Priority security interest in the personal property Collateral, Collateral Agent
shall have received:

                 (i) evidence satisfactory to the Collateral Agent of the
compliance by each Credit Party with their obligations under the Pledge and
Security Agreement and the other Collateral Documents (including, without
limitation, their obligations to execute and deliver UCC financing statements,
originals of securities, instruments and any agreements governing deposit and/or
securities accounts as provided therein).

                 (ii) A completed Collateral Questionnaire dated the Closing
Date and executed by an Authorized Officer of each Credit Party, together with
all attachments contemplated thereby, including (A) the results of a recent
search, by a Person satisfactory to Collateral Agent, of all effective UCC
financing statements (or equivalent filings) made with respect to any personal
or mixed property of any Credit Party in the jurisdictions specified in the
Collateral Questionnaire, together with copies of all such filings disclosed by
such search, and (B) UCC termination statements (or similar documents) duly
executed by all applicable Persons for filing in all applicable jurisdictions as
may be necessary to terminate any effective UCC financing statements (or
equivalent filings) disclosed in such search (other than any such financing
statements in respect of Permitted Liens);

                 (iii) opinions of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent) with respect to the creation and perfection of
the security interests in favor of Collateral Agent in such Collateral and such
other matters governed by the laws of each jurisdiction in which any Credit
Party or any personal property Collateral is located as Collateral Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to Collateral Agent; and

                 (iv) evidence that each Credit Party shall have taken or caused
to be taken any other action, executed and delivered or caused to be executed
and delivered any other agreement, document and instrument and made or caused to
be made any other filing and recording (other than as set forth herein)
reasonably required by Collateral Agent.

            (m) ENVIRONMENTAL REPORTS. Syndication Agent and Administrative
Agent shall have received reports and other information, in form, scope and
substance satisfactory to Syndication Agent and Administrative Agent, regarding
environmental matters relating to the Facilities, which reports shall include a
Phase I Report for each of the Facilities specified by the Syndication Agent and
Administrative Agent.

            (n) FINANCIAL STATEMENTS; PROJECTIONS. Lenders shall have received
from Holdings (i) the Historical Financial Statements, (ii) pro forma
consolidated and consolidating

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balance sheets of Holdings and its Subsidiaries as at the Closing Date, and
reflecting the consummation of the Acquisition, the related financings and the
other transactions contemplated by the Credit Documents to occur on or prior to
the Closing Date, which pro forma financial statements shall be in form and
substance satisfactory to Administrative Agent and Syndication Agent, and (iii)
the Projections.

            (o) EVIDENCE OF INSURANCE. Syndication Agent and Administrative
Agent shall have received a certificate from Company's insurance broker or other
evidence satisfactory to it that all insurance required to be maintained
pursuant to Section 5.5 is in full force and effect and that Administrative
Agent, for the benefit of Lenders has been named as additional insured and loss
payee thereunder to the extent required under Section 5.5.

            (p) OPINIONS OF COUNSEL TO CREDIT PARTIES. Lenders and their
respective counsel shall have received originally executed copies of the
favorable written opinions of Ropes & Gray, counsel for Credit Parties,
addressed to Agents and Lenders, in the form of Exhibit D and as to such other
matters as Administrative Agent or Syndication Agent may reasonably request,
dated as of the Closing Date and otherwise in form and substance reasonably
satisfactory to Administrative Agent and Syndication Agent (and each Credit
Party hereby instructs such counsel to deliver such opinions to Agents and
Lenders).

            (q) OPINIONS OF COUNSEL TO SYNDICATION AGENT. Lenders shall have
received originally executed copies of one or more favorable written opinions of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Syndication Agent, dated as
of the Closing Date, addressed to Agents and Lenders in form and substance
reasonably satisfactory to Syndication Agent and Administrative Agent.

            (r) FEES. Company shall have paid to Syndication Agent,
Administrative Agent and Documentation Agent, the fees payable on the Closing
Date referred to in Section 2.11(d).

            (s) SOLVENCY APPRAISAL. On the Closing Date, Syndication Agent and
Administrative Agent shall have received an opinion from an independent
valuation consultant satisfactory to Syndication Agent and Administrative Agent,
dated the Closing Date and addressed to Syndication Agent, Administrative Agent
and Lenders, and in form, scope and substance satisfactory to Syndication Agent
and Administrative Agent, with appropriate attachments and demonstrating that
after giving effect to the consummation of the Acquisition, Company and its
Subsidiaries are and will be Solvent.

            (t) CLOSING DATE CERTIFICATE. Holdings and Company shall have
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

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            (u) CLOSING DATE. Lenders shall have made the Tranche B Term Loans
and a portion of the Revolving Loans not in excess of $24,000,000 to Company on
or before October 31, 2001.

            (v) NO LITIGATION. There shall not exist any action, suit,
investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of Administrative Agent
and Syndication Agent, singly or in the aggregate, materially impairs the
Acquisition, the financing thereof or any of the other transactions contemplated
by the Credit Documents or the Related Agreements, or that could have a Material
Adverse Effect.

            (w) COMPLETION OF PROCEEDINGS. All partnership, corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent or Syndication Agent and its counsel shall be
satisfactory in form and substance to Administrative Agent and Syndication Agent
and such counsel, and Administrative Agent, Syndication Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent or Syndication Agent may reasonably request.

Each Lender, by delivering its signature page to this Agreement and funding a
Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Credit Document and each other document required
to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date.

       3.2. CONDITIONS TO EACH CREDIT EXTENSION.

            (a) CONDITIONS PRECEDENT. The obligation of each Lender to make any
Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date,
including the Closing Date, are subject to the satisfaction, or waiver in
accordance with Section 10.5, of the following conditions precedent:

                 (i) Administrative Agent shall have received a fully executed
Funding Notice or Issuance Notice, as the case may be;

                 (ii) after making the Credit Extensions requested on such
Credit Date, the Total Utilization of Revolving Commitments shall not exceed the
Revolving Commitments then in effect;

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

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                 (iv) as of such Credit Date, no event shall have occurred and
be continuing or would result from the consummation of the applicable Credit
Extension that would constitute an Event of Default or a Default; and

                 (v) on or before the date of issuance of any Letter of Credit,
Administrative Agent shall have received all other information required by the
applicable Issuance Notice, and such other documents or information as Issuing
Bank may reasonably require in connection with the issuance of such Letter of
Credit.

            (b) NOTICES. Any Notice shall be executed by an Authorized Officer
in a writing delivered to Administrative Agent. In lieu of delivering a Notice,
Company may give Administrative Agent telephonic notice by the required time of
any proposed borrowing, conversion/continuation or issuance of a Letter of
Credit, as the case may be; PROVIDED each such notice shall be promptly
confirmed in writing by delivery of the applicable Notice to Administrative
Agent on or before the applicable date of borrowing, continuation/conversion or
issuance. Neither Administrative Agent nor any Lender shall incur any liability
to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized on behalf of Company or for
otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

       In order to induce Lenders and Issuing Bank to enter into this Agreement
and to make each Credit Extension to be made thereby, each Credit Party
represents and warrants to each Lender and Issuing Bank, on the Closing Date and
on each Credit Date, that the following statements are true and correct (it
being understood and agreed that the representations and warranties made on the
Closing Date are deemed to be made concurrently with the consummation of the
Acquisition contemplated hereby):

       4.1. ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION. Each of
Holdings and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization as identified
in Schedule 4.1, (b) has all requisite power and authority to own and operate
its properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Credit Documents to which it is a party and to
carry out the transactions contemplated thereby, and (c) is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had, and could not be reasonably expected to have, a Material Adverse Effect.

       4.2. CAPITAL STOCK AND OWNERSHIP. The Capital Stock of each of Holdings
and its Subsidiaries has been duly authorized and validly issued and is fully
paid and non-assessable. Except as set forth on Schedule 4.2, as of the date
hereof, there is no existing option, warrant,

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call, right, commitment or other agreement to which Holdings or any of its
Subsidiaries is a party requiring, and there is no membership interest or other
Capital Stock of Holdings or any of its Subsidiaries outstanding which upon
conversion or exchange would require, the issuance by Holdings or any of its
Subsidiaries of any additional membership interests or other Capital Stock of
Holdings or any of its Subsidiaries or other Securities convertible into,
exchangeable for or evidencing the right to subscribe for or purchase, a
membership interest or other Capital Stock of Holdings or any of its
Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of
Holdings and each of its Subsidiaries in their respective Subsidiaries as of the
Closing Date after giving effect to the Acquisition.

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

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

       4.5. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any Governmental Authority except as otherwise set
forth in the Stock Purchase Agreement, and except for filings and recordings
with respect to the Collateral to be made, or otherwise delivered to Collateral
Agent for filing and/or recordation, as of the Closing Date.

       4.6. BINDING OBLIGATION. Each Credit Document has been duly executed and
delivered by each Credit Party that is a party thereto and is the legally valid
and binding obligation of such Credit Party, enforceable against such Credit
Party in accordance with its

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respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

       4.7. HISTORICAL FINANCIAL STATEMENTS. The Historical Financial Statements
were prepared in conformity with GAAP and fairly present, in all material
respects, the financial position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from audit
and normal year-end adjustments. As of the Closing Date, neither Holdings nor
any of its Subsidiaries has any non-ordinary course contingent liability or
liability for taxes, long-term lease or unusual forward or long-term commitment
that is not reflected in the Historical Financial Statements or the notes
thereto and which in any such case is material in relation to the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of Holdings and any of its Subsidiaries taken as a whole.

       4.8. PROJECTIONS. On and as of the Closing Date, the Projections of
Holdings and its Subsidiaries for the period Fiscal Year 2001 through and
including Fiscal Year 2008 (the "PROJECTIONS") are based on good faith estimates
and assumptions made by the management of Holdings; PROVIDED, the Projections
are not to be viewed as facts and that actual results during the period or
periods covered by the Projections may differ from such Projections and that the
differences may be material; PROVIDED FURTHER, as of the Closing Date,
management of Holdings believed that the Projections were reasonable and
attainable.

       4.9. NO MATERIAL ADVERSE CHANGE. Since December 30, 2000, no event,
circumstance or change has occurred that has caused or evidences, either in any
case or in the aggregate, a Material Adverse Effect.

       4.10. NO RESTRICTED JUNIOR PAYMENTS. Except as set forth in Schedule
4.10, since December 30, 2000, neither Holdings nor any of its Subsidiaries has
directly or indirectly declared, ordered, paid or made, or agree to declare,
order pay, make or set apart, any sum or property for, any Restricted Junior
Payment or agreed to do so except as permitted pursuant to Section 6.5.

       4.11. ADVERSE PROCEEDINGS, ETC. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (b) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

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       4.12. PAYMENT OF TAXES. Except as otherwise permitted under Section 5.3,
all tax returns and reports of Holdings and its Subsidiaries required to be
filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all assessments, fees and other governmental
charges upon Holdings and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable. Holdings knows of no proposed tax assessment against
Holdings or any of its Subsidiaries which is not being actively contested by
Holdings or such Subsidiary in good faith and by appropriate proceedings;
PROVIDED, such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

       4.13. PROPERTIES.

            (a) TITLE. Each of Holdings and its Subsidiaries has (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), and (iii) good title to (in the case of all other personal
property), all of their material respective properties and assets reflected in
their respective Historical Financial Statements referred to in Section 4.7 and
in the most recent financial statements delivered pursuant to Section 5.1, in
each case except for Permitted Liens and assets disposed of since the date of
such financial statements in the ordinary course of business or as otherwise
permitted under Section 6.9. Except as permitted by this Agreement, all such
properties and assets are free and clear of Liens.

            (b) REAL ESTATE. As of the Closing Date, Schedule 4.13 contains a
true, accurate and complete list of all Real Estate Assets (other than retail
leasehold interests). Except as set forth on Schedule 4.13, each lease, sublease
or assignment of lease affecting each Real Estate Asset (other than retail
leasehold interests) is in full force and effect and Holdings does not have
knowledge of any default that has occurred and is continuing thereunder, and
each such agreement constitutes the legally valid and binding obligation of each
applicable Credit Party, enforceable against such Credit Party in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles.

       4.14. ENVIRONMENTAL MATTERS. Neither Holdings nor any of its Subsidiaries
nor any of their respective Facilities or operations are subject to any
outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law, any Environmental Claim, or any
Hazardous Materials Activity that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. Neither Holdings nor
any of its Subsidiaries has received any letter or request for information under
Section 104 of the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. ss. 9604) or any comparable state law that could
reasonably be expected to have a Material Adverse Effect. There are and, to each
of Holdings' and its Subsidiaries' knowledge, have been, no conditions,
occurrences, or Hazardous Materials Activities which would reasonably be
expected to form the basis of an Environmental Claim against Holdings or any of
its Subsidiaries that,

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individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. There has been no Release at any Facility except for
such Releases as could not reasonably be expected to have a Material Adverse
Effect. Compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws could not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.
No event or condition has occurred or is occurring with respect to Holdings or
any of its Subsidiaries relating to any Environmental Law, any Release of
Hazardous Materials, or any Hazardous Materials Activity which individually or
in the aggregate has had, or could reasonably be expected to have, a Material
Adverse Effect.

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

       4.16. MATERIAL CONTRACTS. As of the Closing Date the Company and its
Subsidiaries have no Material Contracts other than Related Agreements.

       4.17. GOVERNMENTAL REGULATION. Neither Holdings nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries
is a "registered investment company" or a company "controlled" by a "registered
investment company" or a "principal underwriter" of a "registered investment
company" as such terms are defined in the Investment Company Act of 1940.

       4.18. MARGIN STOCK. Neither Holdings nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No
part of the proceeds of the Loans made to such Credit Party will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock or for any purpose that
violates the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System.

       4.19. EMPLOYEE MATTERS. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (a) no unfair labor practice complaint pending
against Holdings or any of its Subsidiaries, or to the best knowledge of
Holdings and Company, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement that is so pending against Holdings or
any of its Subsidiaries or to the best knowledge of Holdings and Company,
threatened against any of them,

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(b) no strike or work stoppage in existence or threatened involving Holdings or
any of its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect, and (c) to the best knowledge of Holdings and Company, no union
representation question existing with respect to the employees of Holdings or
any of its Subsidiaries and, to the best knowledge of Holdings and Company, no
union organization activity that is taking place, except (with respect to any
matter specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse Effect.

       4.20. EMPLOYEE BENEFIT PLANS. Holdings and each of its Subsidiaries are
in material compliance with all applicable provisions and requirements of ERISA
and the Internal Revenue Code and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their material obligations under each Employee Benefit Plan. Each Employee
Benefit Plan which is intended to qualify under Section 401(a) of the Internal
Revenue Code has received a favorable determination letter from the Internal
Revenue Service indicating that such Employee Benefit Plan is so qualified and
nothing has occurred subsequent to the issuance of such determination letter
which would cause such Employee Benefit Plan to lose its qualified status. No
liability to the PBGC (other than required premium payments), the Internal
Revenue Service, any Employee Benefit Plan or any trust established under Title
IV of ERISA has been or is expected to be incurred by Holdings, any of its
Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is
reasonably expected to occur that would be reasonably expected to have a
Material Adverse Effect. Except to the extent required under Section 4980B of
the Internal Revenue Code or similar state laws, no Employee Benefit Plan
provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of Holdings or any of its
Subsidiaries for which Holdings or any of its Subsidiaries may be liable under
which the present value of the aggregate liabilities exceeds the reserves for
such benefits reflected on the Historical Financial Statements by $5,000,000 or
more. The present value of the aggregate benefit liabilities under all Pension
Plans sponsored, maintained or contributed to by Holdings, any of its
Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the
most recent plan year on the basis of the actuarial assumptions specified for
funding purposes in the most recent actuarial valuation for each such Pension
Plan), did not exceed the aggregate current value of the assets of such Pension
Plans by an amount equal to $5,000,000 or more. As of the most recent valuation
date for each Multiemployer Plan for which the actuarial report is available,
the potential liability of Holdings, its Subsidiaries and their respective ERISA
Affiliates for a complete withdrawal from such Multiemployer Plan (within the
meaning of Section 4203 of ERISA), when aggregated with such potential liability
for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, is less than or equal to
$5,000,000. Holdings, each of its Subsidiaries and each of their ERISA
Affiliates have complied with the requirements of Section 515 of ERISA, with
respect to each Multiemployer Plan and are not in material "default" (as defined
in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer
Plan.

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       4.21. SOLVENCY. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

       4.22. RELATED AGREEMENTS.

            (a) DELIVERY. Holdings and Company have delivered to Syndication
Agent and Administrative Agent complete and correct copies of (i) each Related
Agreement and of all exhibits and schedules thereto as of the date hereof and
(ii) copies of any material amendment, restatement, supplement or other
modification to or waiver of each Related Agreement entered into after the date
hereof.

            (b) REPRESENTATIONS AND WARRANTIES. Except to the extent otherwise
expressly set forth herein or in the schedules hereto, and subject to the
qualifications set forth therein, each of the representations and warranties
given by any Credit Party in any Related Agreement is true and correct in all
material respects as of the Closing Date (or as of any earlier date to which
such representation and warranty specifically relates). Notwithstanding anything
in the Related Agreement to the contrary, the representations and warranties of
each Credit Party set forth in this Section 4.22 shall, solely for purposes
hereof, survive the Closing Date for the benefit of Lenders.

            (c) GOVERNMENTAL APPROVALS. All Governmental Authorizations and all
other authorizations, approvals and consents of any other Person required by the
Related Agreements or to consummate the Acquisition have been obtained and are
in full force and effect except for such Governmental Authorizations and
authorizations, approvals and consents the failure of which to have been
obtained or to be in full force and effect could not reasonably be expected to
have a Material Adverse Effect.

            (d) CONDITIONS PRECEDENT. On the Closing Date, (i) all of the
conditions to effecting or consummating Acquisition set forth in the Related
Agreements have been duly satisfied or, with the consent of the Agents, waived,
and (ii) the Acquisition has been consummated in accordance with the Related
Agreements and all applicable laws.

       4.23. COMPLIANCE WITH STATUTES, ETC. Each of Holdings and its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all Governmental
Authorities, in respect of the conduct of its business and the ownership of its
property (including compliance with all applicable Environmental Laws with
respect to any Real Estate Asset or governing its business and the requirements
of any permits issued under such Environmental Laws with respect to any such
Real Estate Asset or the operations of Holdings or any of its Subsidiaries),
except such non-compliance that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

       4.24. DISCLOSURE. The representations or warranties of any Credit Party
contained in any Credit Document or in any other documents, certificates or
written statements furnished to

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

SECTION 5. AFFIRMATIVE COVENANTS

       Each Credit Party covenants and agrees that so long as any Commitment is
in effect and until payment in full of all Obligations and cancellation or
expiration of all Letters of Credit, each Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 5.

       5.1. FINANCIAL STATEMENTS AND OTHER REPORTS. Holdings will deliver to
Administrative Agent and Lenders:

            (a) MONTHLY REPORTS. As soon as available, and in any event within
thirty (30) days after the end of each month ending after the Closing Date, the
consolidated balance sheet of Company and its Subsidiaries as at the end of such
month and the related consolidated statements of income, stockholders' equity
and cash flows of Holdings and its Subsidiaries for such month and for the
period from the beginning of the then current Fiscal Year to the end of such
month, setting forth in each case in comparative form the corresponding figures
for the corresponding periods of the previous Fiscal Year, to the extent
prepared on a monthly basis, all in reasonable detail, together with a Financial
Officer Certification;

            (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available, and in any
event within forty-five (45) days after the end of each of the first three
Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Holdings
and its Subsidiaries as at the end of such Fiscal Quarter and the related
consolidated statements of income, stockholders' equity and cash flows of
Holdings and its Subsidiaries for such Fiscal Quarter and for the period from
the beginning of the then current Fiscal Year to the end of such Fiscal Quarter
setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal

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Year and corresponding figures from the Financial Plan for the current Fiscal
Year, all in reasonable detail, together with a Financial Officer Certification
and a Narrative Report with respect thereto; PROVIDED, that the foregoing
requirements of this Section 5.1(b) shall be deemed satisfied by delivery of
Holdings' Form 10-Q within the applicable time period prescribed by the
Securities Exchange Act of 1934, as amended;

            (c) ANNUAL FINANCIAL STATEMENTS. As soon as available, and in any
event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such Fiscal Year and the related consolidated statements of income,
stockholders' equity and cash flows of Holdings and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the corresponding
figures for the previous Fiscal Year and the corresponding figures from the
Financial Plan for the Fiscal Year covered by such financial statements, in
reasonable detail, together with a Financial Officer Certification and a
Narrative Report with respect thereto; and (ii) with respect such consolidated
financial statements a report thereon of PricewaterhouseCoopers LLP or other
independent certified public accountants of recognized national standing
selected by Holdings, and reasonably satisfactory to Administrative Agent (which
report shall be unqualified as to going concern and scope of audit, and shall
state that such consolidated financial statements fairly present, in all
material respects, the consolidated financial position of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated in conformity with GAAP applied on a
basis consistent with prior years (except as otherwise disclosed in such
financial statements) and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with
generally accepted auditing standards) together with a written statement by such
independent certified public accountants stating (1) that their audit
examination has included a review of the terms of the Credit Agreement, (2)
whether, in connection therewith, any condition or event that constitutes a
Default or an Event of Default has come to their attention and, if such a
condition or event has come to their attention, specifying the nature and period
of existence thereof (it being understood that such audit examination was
directed primarily at accounting matters), and (3) that nothing has come to
their attention that causes them to believe that the information contained in
any Compliance Certificate is not correct or that the matters set forth in such
Compliance Certificate are not stated in accordance with the terms hereof;
PROVIDED that, the foregoing requirements of this Section 5.1(c) shall be deemed
satisfied by delivery to Administrative Agent and Lenders of Holdings' Form 10-K
within the applicable time period prescribed by the Securities Exchange Act of
1934, as amended, to the extent the required information is included therein.

            (d) COMPLIANCE CERTIFICATE. Together with each delivery of financial
statements of Holdings and its Subsidiaries pursuant to Sections 5.1(b) and
5.1(c), a duly executed and completed Compliance Certificate;

            (e) STATEMENTS OF RECONCILIATION AFTER CHANGE IN ACCOUNTING
PRINCIPLES. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the
consolidated financial statements of Holdings and its

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Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any
material respect from the consolidated financial statements that would have been
delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then, together with the first delivery of
such financial statements after such change, a statement of reconciliation that
sets forth the manner in which the most recently delivered financial statements
differ from the financial statements that would otherwise have been delivered
prior to such change in form and substance satisfactory to Administrative Agent;

            (f) NOTICE OF DEFAULT. Promptly upon any officer of Holdings or
Company obtaining knowledge (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to Holdings or
Company with respect thereto; (ii) that any Person has given any notice to
Holdings or any of its Subsidiaries or taken any other action with respect to
any event or condition set forth in Section 8.1(b); or (iii) of the occurrence
of any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, a certificate of its Authorized
Officers specifying the nature and period of existence of such condition, event
or change, or specifying the notice given and action taken by any such Person
and the nature of such claimed Event of Default, Default, default, event or
condition, and what action Company has taken, is taking and proposes to take
with respect thereto;

            (g) NOTICE OF LITIGATION. Promptly upon any officer of Holdings or
Company obtaining knowledge of (i) the institution of, or non-frivolous threat
of, any Adverse Proceeding not previously disclosed in writing by Company to
Lenders, or (ii) any material development in any Adverse Proceeding that, in the
case of either (i) or (ii) if adversely determined, could be reasonably expected
to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the
transactions contemplated hereby, written notice thereof together with such
other information as may be reasonably available to Holdings or Company to
enable Lenders and their counsel to evaluate such matters;

            (h) ERISA. (i) Promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event that would have a Material Adverse
Effect, a written notice specifying the nature thereof, what action Holdings,
any of its Subsidiaries or any of their respective ERISA Affiliates has taken,
is taking or proposes to take with respect thereto and, when known, any action
taken or threatened by the Internal Revenue Service, the Department of Labor or
the PBGC with respect thereto; and (ii) with reasonable promptness, copies of
(1) each Schedule B (Actuarial Information) to the annual report (Form 5500
Series) filed by Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates with the Internal Revenue Service with respect to each Pension
Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning
an ERISA Event that would have a Material Adverse Effect; and (3) copies of such
other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;

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            (i) FINANCIAL PLAN. As soon as practicable and in any event no later
than thirty (30) days after the end of each Fiscal Year, a preliminary
consolidated plan and financial forecast for such Fiscal Year (a "FINANCIAL
PLAN"), presented on a quarterly basis, including (i) a forecasted consolidated
balance sheet and forecasted consolidated statements of income and cash flows of
Holdings and its Subsidiaries for such Fiscal Year, together with pro forma
Compliance Certificates for such Fiscal Year and an explanation of the
assumptions on which such forecasts are based and (ii) to the extent applicable,
any updates to the Projections for succeeding Fiscal Years;

            (j) INSURANCE REPORT. Concurrently with the delivery of the
information required to be delivered pursuant to Section 5.1(c), a report in
form and substance satisfactory to Administrative Agent outlining all material
insurance coverage maintained as of the date of such report by Holdings and its
Subsidiaries and all material insurance coverage planned to be maintained by
Holdings and its Subsidiaries in the immediately succeeding Fiscal Year;

            (k) NOTICE OF CHANGE IN BOARD OF DIRECTORS. With reasonable
promptness, written notice of any change in the board of directors (or similar
governing body) of Holdings or Company;

            (l) ENVIRONMENTAL REPORTS AND AUDITS. As soon as practicable
following receipt thereof, copies of all environmental audits and reports with
respect to environmental matters at any Facility or which relate to any
environmental liabilities of Holdings or its Subsidiaries which, in any such
case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect; and

            (m) INFORMATION REGARDING COLLATERAL. (a) Company will furnish to
the Collateral Agent prompt written notice of any change (i) in any Credit
Party's corporate name, (ii) in any Credit Party's ownership of Subsidiaries or
jurisdiction of organization or incorporation or (iii) in any Credit Party's
Federal Taxpayer Identification Number. Company agrees not to effect or permit
any change referred to in the preceding sentence unless all filings have been
made under the Uniform Commercial Code or otherwise that are required in order
for the Collateral Agent to continue at all times following such change to be
subject to a valid, legal and perfected security interest in all the Collateral
and for the Collateral at all times following such change to have a valid, legal
and perfected security interest as contemplated in the Collateral Documents.
Company also agrees promptly to notify the Collateral Agent if any material
portion of the Collateral is damaged or destroyed.

            (n) ANNUAL COLLATERAL VERIFICATION. Each year, at the time of
delivery of annual financial statements with respect to the preceding Fiscal
Year pursuant to Section 5.1(c), Company shall deliver to the Collateral Agent
an Officer's Certificate (i) either confirming that there has been no change in
such information since the date of the Collateral Questionnaire delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to
this Section and/or identifying such changes and (ii) certifying that all
Uniform Commercial Code financing statements (including fixtures filings, as
applicable) or other appropriate filings,

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recordings or registrations, have been filed of record in each governmental,
municipal or other appropriate office in each jurisdiction identified pursuant
to clause (i) above to the extent necessary to protect and perfect the security
interests under the Collateral Documents for a period of not less than 18 months
after the date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period).

            (o) OTHER INFORMATION. (A) Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy statements
sent or made available generally by Holdings to its security holders acting in
such capacity or by any Subsidiary of Holdings to its security holders other
than Holdings or another Subsidiary of Holdings, (ii) all regular and periodic
reports and all registration statements and prospectuses, if any, filed by
Holdings or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental or private regulatory
authority, and (iii) all press releases and other statements made available
generally by Holdings or any of its Subsidiaries to the public concerning
material developments in the business of Holdings or any of its Subsidiaries;
and (B) such other information and data with respect to Holdings or any of its
Subsidiaries as from time to time may be reasonably requested by Administrative
Agent or any Lender.

       5.2. EXISTENCE. Except as otherwise permitted under Section 6.9, each
Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and
franchises, licenses and permits material to its business; PROVIDED, no Credit
Party or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Person's board of
directors (or similar governing body) shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Person,
and that the loss thereof is not disadvantageous in any material respect to such
Person or to Lenders.

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

       5.4. MAINTENANCE OF PROPERTIES. Each Credit Party will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties used or useful in the business of

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Holdings and its Subsidiaries and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof.

       5.5. INSURANCE. Holdings will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Holdings and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of
established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the generality of the foregoing, Holdings will
maintain or cause to be maintained (a) flood insurance with respect to each
Flood Hazard Property that is located in a community that participates in the
National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (b)
replacement value casualty insurance on the Collateral under such policies of
insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times carried or maintained
under similar circumstances by Persons of established reputation engaged in
similar businesses. Each such policy of insurance shall (i) name Collateral
Agent, on behalf of Lenders as an additional insured thereunder as its interests
may appear and (ii) in the case of each casualty insurance policy, contain a
loss payable clause or endorsement, satisfactory in form and substance to
Collateral Agent, that names Collateral Agent, on behalf of Lenders as the loss
payee thereunder for any covered loss in excess of $500,000 and provides for at
least ten (10) days' prior written notice to Collateral Agent of any material
modification or cancellation of such policy.

       5.6. INSPECTIONS. Each Credit Party will, and will cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of any Credit Party and any of its
respective Subsidiaries, to inspect, copy and take extracts from its and their
financial and accounting records, and to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants, all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested.

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

       5.8. COMPLIANCE WITH LAWS. Each Credit Party will comply, and shall cause
each of its Subsidiaries and all other Persons, if any, on or occupying any
Facilities to comply, with the requirements of all applicable laws, rules,
regulations and orders of any governmental authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

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       5.9. ENVIRONMENTAL.

            (a) ENVIRONMENTAL DISCLOSURE. Holdings will deliver to
Administrative Agent and Lenders:

                 (i) as soon as practicable following receipt thereof, copies of
all environmental audits, investigations, analyses and reports of any kind or
character, whether prepared by personnel of Holdings or any of its Subsidiaries
or by independent consultants, governmental authorities or any other Persons,
with respect to significant environmental matters at any Facility or with
respect to any Environmental Claims;

                 (ii) promptly upon the occurrence thereof, written notice
describing in reasonable detail (1) any Release required to be reported to any
federal, state or local governmental or regulatory agency under any applicable
Environmental Laws, (2) any remedial action taken by Holdings or any other
Person in response to (A) any Hazardous Materials Activities the existence of
which has a reasonable possibility of resulting in one or more Environmental
Claims having or that reasonably could be expected to have, individually or in
the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, and (3) Holdings or Company's discovery of any
occurrence or condition on any real property adjoining or in the vicinity of any
Facility that could cause such Facility or any part thereof to be subject to any
material restrictions on the ownership, occupancy, transferability or use
thereof under any Environmental Laws;

                 (iii) as soon as practicable following the sending or receipt
thereof by Holdings or any of its Subsidiaries, a copy of any and all written
communications (other than routine correspondence) with respect to (1) any
Environmental Claims that, individually or in the aggregate, could reasonably be
expected to give rise to a Material Adverse Effect, (2) any Release required to
be reported to any federal, state or local governmental or regulatory agency,
and (3) any request for information from any governmental agency that suggests
such agency is investigating whether Holdings or any of its Subsidiaries may be
potentially responsible for any Hazardous Materials Activity;

                 (iv) prompt written notice describing in reasonable detail (1)
any proposed acquisition of stock, assets, or property by Holdings or any of its
Subsidiaries that could reasonably be expected to (A) expose Holdings or any of
its Subsidiaries to, or result in, Environmental Claims that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or
(B) affect the ability of Holdings or any of its Subsidiaries to maintain in
full force and effect all material Governmental Authorizations required under
any Environmental Laws for their respective operations and (2) any proposed
action to be taken by Holdings or any of its Subsidiaries to modify current
operations in a manner that could reasonably be expected to subject Holdings or
any of its Subsidiaries to any additional material obligations or requirements
under any Environmental Laws; and

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                 (v) with reasonable promptness, such other documents and
information as from time to time may be reasonably requested by Administrative
Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

            (b) HAZARDOUS MATERIALS ACTIVITIES, ETC. Each Credit Party shall
promptly take, and shall cause each of its Subsidiaries promptly to take, any
and all actions necessary to cure any violation of applicable Environmental Laws
by such Credit Party or its Subsidiaries that could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, and make an
appropriate response to any Environmental Claim against such Credit Party or any
of its Subsidiaries and discharge any obligations it may have to any Person
thereunder where failure to do so could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

       5.10. SUBSIDIARIES. In the event that any Person becomes a Domestic
Subsidiary of Company, Company shall (a) promptly cause such Domestic Subsidiary
to become a Guarantor hereunder and a Grantor under the Pledge and Security
Agreement by executing and delivering to Administrative Agent and Collateral
Agent a Counterpart Agreement, and (b) take all such actions and execute and
deliver, or cause to be executed and delivered, all such documents, instruments,
agreements, and certificates as are similar to those described in Sections
3.1(b), 3.1(k), 3.1(l) and 3.1(p). In the event that any Person becomes a
Foreign Subsidiary of Company, and the ownership interests of such Foreign
Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company
shall, or shall cause such Domestic Subsidiary to, deliver, all such documents,
instruments, agreements, and certificates as are similar to those described in
Sections 3.1(b), and Company shall take, or shall cause such Domestic Subsidiary
to take, all of the actions referred to in Section 3.1(l)(i) necessary to grant
and to perfect a First Priority Lien in favor of Collateral Agent, for the
benefit of Secured Parties, under the Pledge and Security Agreement in such
ownership interests. With respect to each such Subsidiary, Company shall
promptly send to Administrative Agent written notice setting forth with respect
to such Person (i) the date on which such Person became a Subsidiary of Company,
and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with
respect to all Subsidiaries of Company; PROVIDED, such written notice shall be
deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof.

       5.11. ADDITIONAL MATERIAL REAL ESTATE ASSETS. In the event that any
Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned
on the Closing Date becomes a Material Real Estate Asset and such interest has
not otherwise been made subject to the Lien of the Collateral Documents in favor
of Collateral Agent, for the benefit of Secured Parties, then such Credit Party,
promptly after acquiring such Material Real Estate Asset, shall take all such
actions and execute and deliver, or cause to be executed and delivered, all such
mortgages, documents, instruments, agreements, opinions and certificates similar
to those described in Sections 3.1(k) and 3.1(m) with respect to each such
Material Real Estate Asset and any other document, instrument or agreement that
Collateral Agent shall reasonably request to create in favor of Collateral
Agent, for the benefit of Secured Parties, a valid and perfected First Priority
security interest in such Material Real Estate Assets except that in the case of
a Material Real

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Estate Asset that is a leasehold interest, together with landlord collateral
access agreements as may be reasonably requested by Collateral Agent, such
Credit Party shall only be required to use its commercially reasonable efforts
to take the actions and execute and deliver the documents described in this
sentence. In addition to the foregoing, Company shall, at the request of
Requisite Lenders, deliver, from time to time, to Collateral Agent such
appraisals as are required by law or regulation of Real Estate Assets with
respect to which Collateral Agent has been granted a Lien.

       5.12. INTEREST RATE PROTECTION. No later than one hundred-twenty (120)
days following the Closing Date and at all times thereafter, Company shall
maintain, or caused to be maintained, in effect one or more Hedge Agreements for
a term of not less than three years and otherwise in form and substance
reasonably satisfactory to Administrative Agent and Syndication Agent, which
Hedge Agreements shall effectively limit the Unadjusted Eurodollar Rate
Component of the interest costs to Company with respect to an aggregate notional
principal amount of not less than 25% of the aggregate principal amount of the
Tranche B Term Loans outstanding from time to time (based on the assumption that
such notional principal amount was a Eurodollar Rate Loan with an Interest
Period of three months) at a rate and on terms satisfactory to the Syndication
Agent.

       5.13. FURTHER ASSURANCES. At any time or from time to time upon the
request of Administrative Agent or Syndication Agent, each Credit Party will, at
its expense, promptly take such actions as Administrative Agent or Collateral
Agent may reasonably request from time to time to ensure that the Obligations
are guarantied by the Guarantors and are secured by substantially all of the
assets of Holdings and its Subsidiaries and all of the outstanding Capital Stock
of Company and its Subsidiaries (subject to limitations contained in the Credit
Documents with respect to Foreign Subsidiaries).

       5.14. CERTAIN POST-CLOSING MATTERS.

            (a) Company shall use commercially reasonable efforts to release the
following Liens within thirty (30) days after the Closing Date: (i) Lien in
favor of the Bank of New York in the US Patent and Trademark Office with respect
to certain intellectual property of the Company, (ii) Lien in favor of MBank
Dallas in the US Patent and Trademark Office with respect to certain
intellectual property of the Company, and (iii) Lien in favor of North Park
Corp. at the Indiana Secretary of State, dated October 31, 1996, file number
2086101, with respect to a landlord Lien.

            (b) Company shall within thirty (30) days after the Closing Date,
deliver share certificates with respect to 65% of the Capital Stock of (i)
Carter's de Linares S.A. de C.V. and (ii) Carter's de Montemorelos S.A. de C.V.
to the Collateral Agent for the benefit of the Lenders; and Company shall take
all such other actions reasonably requested by the Collateral Agent to grant a
First Priority Lien in 65% of such Capital Stock.

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SECTION 6. NEGATIVE COVENANTS

       Each Credit Party covenants and agrees that, so long as any Commitment is
in effect and until payment in full of all Obligations and cancellation or
expiration of all Letters of Credit, such Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 6.

       6.1. INDEBTEDNESS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:

            (a) the Obligations;

            (b) Indebtedness of any Guarantor Subsidiary to Company or to any
other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary; PROVIDED,
(i) all such Indebtedness shall be evidenced by promissory notes and all such
notes shall be subject to a First Priority Lien pursuant to the Pledge and
Security Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case, is reasonably satisfactory to
Administrative Agent, and (iii) any payment by any such Guarantor Subsidiary
under any guaranty of the Obligations shall result in a pro tanto reduction of
the amount of any Indebtedness owed by such Subsidiary to Company or to any of
its Subsidiaries for whose benefit such payment is made;

            (c) Company and its Domestic Subsidiaries may become and remain
liable with respect to Indebtedness under the Senior Subordinated Note Documents
as contemplated by the Senior Subordinated Note Indenture;

            (d) Indebtedness incurred by Holdings or any of its Subsidiaries
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from guaranties or letters of credit, surety
bonds or performance bonds securing the performance of the Company or any such
Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or permitted dispositions of any business, assets or Subsidiary of
Holdings or any of its Subsidiaries;

            (e) Indebtedness which may be deemed to exist pursuant to any
guaranties, performance, surety, statutory, appeal or similar obligations (other
than any guaranties or obligations for borrowed money) incurred in the ordinary
course of business;

            (f) Indebtedness in respect of netting services, overdraft
protections and otherwise in connection with deposit accounts;

            (g) guaranties in the ordinary course of business of the obligations
of suppliers, customers, franchisees and licensees of Holdings and its
Subsidiaries;

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            (h) letters of credit (other than Letters of Credit issued
hereunder) in aggregate principal amount not to exceed $5,000,000;

            (i) guaranties by Company of Indebtedness of a Guarantor Subsidiary
or guaranties by a Subsidiary of Company of Indebtedness of Company or a
Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise
permitted to be incurred pursuant to this Section 6.1;

            (j) Indebtedness described in Schedule 6.1, but not any extensions,
renewals or replacements of such Indebtedness except (i) renewals and extensions
expressly provided for in the agreements evidencing any such Indebtedness as the
same are in effect on the date of this Agreement and (ii) refinancings and
extensions of any such Indebtedness if the terms and conditions thereof are not
less favorable to the obligor thereon or to the Lenders than the Indebtedness
being refinanced or extended, and the average life to maturity thereof is
greater than or equal to that of the Indebtedness being refinanced or extended;
PROVIDED, such Indebtedness permitted under the immediately preceding clause (i)
or (ii) above shall not (A) include Indebtedness of an obligor that was not an
obligor with respect to the Indebtedness being extended, renewed or refinanced,
(B) exceed in principal amount the Indebtedness being renewed, extended or
refinanced along with interest and premium (if any) of such Indebtedness,
together with fees and expenses related to such renewal, extension or
refinancing or (C) be incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom;

            (k) purchase money Indebtedness incurred within 360 days of the
acquisition or completion of construction or installation of the assets acquired
in connection with the incurrence of such Indebtedness in an aggregate amount
which, when added with sales and lease-backs permitted pursuant to Section 6.11,
shall not exceed at any time $10,000,000 (including any Indebtedness acquired in
connection with a Permitted Acquisition); PROVIDED, any such Indebtedness (i)
shall be secured only by the assets acquired in connection with the incurrence
of such Indebtedness, and (ii) shall constitute not less than 50% of the
aggregate consideration paid with respect to such asset;

            (l) Hedging Agreements that are incurred for the purpose of fixing
or hedging interest rate risk with respect to any Indebtedness that is permitted
hereunder or Hedging Agreements with respect to hedging foreign currency in the
ordinary course of business;

            (m) Indebtedness incurred by Holdings to members of management in
connection with management stock repurchases; PROVIDED that (i) such
Indebtedness shall be subordinated to the Obligations on terms and conditions
satisfactory to the Administrative Agent and Syndication Agent and (ii) the
aggregate amount of such Indebtedness incurred during the term of this Agreement
shall not exceed $5,000,000;

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            (n) Indebtedness of Foreign Subsidiaries in an aggregate amount not
to exceed at any time $10,000,000 and guaranties of Company with respect to the
obligations of Foreign Subsidiaries in an aggregate amount not to exceed
$3,000,000;

            (o) Indebtedness of a Foreign Subsidiary to Company or a Guarantor
Subsidiary in an aggregate principal amount outstanding at any time which, when
added to the amount of outstanding Investments made by Company and/or a
Guarantor Subsidiary pursuant to Section 6.7(i), shall not exceed $5,000,000;
and

            (p) other unsecured Indebtedness of Company and its Subsidiaries in
an aggregate amount not to exceed at any time $10,000,000.

       6.2. LIENS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any State or under any similar recording or notice
statute, except:

            (a) Liens in favor of Collateral Agent for the benefit of Secured
Parties granted pursuant to any Credit Document;

            (b) Liens for Taxes if obligations with respect to such Taxes are
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted;

            (c) statutory Liens of landlords, banks (and rights of set-off), of
carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section 401
(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case
incurred in the ordinary course of business for amounts not yet overdue or for
amounts that are overdue and that (in the case of any such amounts overdue for a
period in excess of thirty days) are being contested in good faith by
appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any
such contested amounts;

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

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            (e) easements, rights-of-way, restrictions, encroachments, other
minor defects or irregularities in title, and leases or subleases, in each case
which do not and will not interfere in any material respect with the ordinary
conduct of the business of Holdings or any of its Subsidiaries;

            (f) any interest or title of a lessor or sublessor under any lease
of real estate permitted hereunder and any Lien to which the interest or title
of such lessor or sublessor may be subject;

            (g) Liens solely on any cash earnest money deposits made by Holdings
or any of its Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;

            (h) purported Liens evidenced by the filing of precautionary UCC
financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business;

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

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

            (k) licenses of patents, trademarks and other intellectual property
rights granted by Holdings or any of its Subsidiaries in the ordinary course of
business and not interfering in any respect with the ordinary conduct of the
business of Company or such Subsidiary;

            (l) Liens described in Schedule 6.2 or on a title report delivered
pursuant to Section 3.1(k)(iv); and

            (m) Liens securing Indebtedness permitted pursuant to 6.1(k);
PROVIDED, any such Lien shall encumber only the asset acquired with the proceeds
of such Indebtedness; and

            (n) other Liens on assets other than the Collateral securing
Indebtedness in an aggregate amount not to exceed $5,000,000 at any time
outstanding.

       6.3. EQUITABLE LIEN. If any Credit Party or any of its Subsidiaries shall
create or assume any Lien upon any of its properties or assets, whether now
owned or hereafter acquired, other than Permitted Liens, it shall make or cause
to be made effective provisions whereby the Obligations will be secured by such
Lien equally and ratably with any and all other Indebtedness secured thereby as
long as any such Indebtedness shall be so secured; PROVIDED, notwithstanding the
foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien not otherwise permitted
hereby.

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       6.4. NO FURTHER NEGATIVE PLEDGES. Except with respect to (a) specific
property encumbered to secure payment of particular Indebtedness as permitted
hereunder or to be sold pursuant to an executed agreement with respect to a
permitted Asset Sale, (b) restrictions by reason of customary provisions
restricting assignments, subletting or other transfers contained in leases,
licenses and similar agreements entered into in the ordinary course of business
(provided that such restrictions are limited to the property or assets secured
by such Liens or the property or assets subject to such leases, licenses or
similar agreements, as the case may be) and (c) as set forth in Schedule 6.4, no
Credit Party nor any of its Subsidiaries shall enter into any agreement
prohibiting the creation or assumption of any Lien upon any of its properties or
assets, whether now owned or hereafter acquired.

       6.5. RESTRICTED JUNIOR PAYMENTS. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Junior Payment (or enter into an
agreement with respect to the foregoing) except that (a) Company and its
Subsidiaries may make regularly scheduled payments of interest in respect of
Senior Subordinated Notes in accordance with the terms of, and only to the
extent required by, and subject to the subordination provisions contained in,
the Senior Subordinated Note Indenture as such indenture may be amended from
time to time to the extent permitted under SECTION 6.16; (b) so long as no
Default or Event of Default shall have occurred and be continuing or shall be
caused thereby, Company may make Restricted Junior Payments to Holdings (i) in
an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the extent
necessary to permit Holdings to pay general administrative costs and expenses,
(ii) to the extent necessary to permit Holdings to discharge the consolidated
tax liabilities of Holdings and its Subsidiaries, in each case so long as
Holdings applies the amount of any such Restricted Junior Payment for such
purpose, (iii) in an aggregate amount required for Holdings to pay franchise
taxes and other fees required to maintain its legal existence, and (iv) in an
aggregate amount sufficient to pay reasonable and customary costs and expenses
incident to a public offering of the Common Stock of Holdings to the extent that
the proceeds therefrom are intended to be contributed to the Company and are
applied in accordance with Section 2.14, (c) Holdings and Company may make
Restricted Junior Payments with respect to the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of Holdings or any
Subsidiary of Holdings held by any employee of Holdings (or any of its
Subsidiaries') pursuant to any equity subscription agreement, stock option
agreement or similar agreement; PROVIDED that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests may not exceed
$2,500,000 in any twelve-month period, (d) repurchases of Capital Stock deemed
to occur upon the exercise of employee stock options if such Capital Stock is
surrendered in lieu of the exercise price thereof, (e) Holdings and Company may
make Restricted Junior Payments with respect to fees and expenses payable under
the Management Agreement and (f) Holdings and Company may make Restricted Junior
Payments contemplated in Schedule 1.1(a).

       6.6. RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS. Except as provided herein,
no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of

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any Subsidiary of Company to (a) pay dividends or make any other distributions
on any of such Subsidiary's Capital Stock owned by Company or any other
Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (c) make loans or
advances to Company or any other Subsidiary of Company, or (d) transfer any of
its property or assets to Company or any other Subsidiary of Company other than
restrictions (i) in agreements evidencing Indebtedness permitted by Section
6.1(k) that impose restrictions on the property so acquired, (ii) by reason of
customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses, joint venture agreements and similar agreements
entered into in the ordinary course of business, (iii) that are or were created
by virtue of any transfer of, agreement to transfer or option or right with
respect to any property, assets or Capital Stock not otherwise prohibited under
this Agreement, (iv) pursuant to the Senior Subordinated Note Indenture and (v)
except as set forth on Schedule 6.6.

       6.7. INVESTMENTS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including without limitation any Joint Venture, except:

            (a) Cash Equivalents;

            (b) equity Investments owned as of the Closing Date in any
Subsidiary and Investments made after the Closing Date in wholly-owned Guarantor
Subsidiaries of Company;

            (c) Investments (i) in any Securities received in satisfaction or
partial satisfaction thereof from financially troubled account debtors and (ii)
deposits, prepayments and other credits to suppliers made in the ordinary course
of business;

            (d) intercompany loans to the extent permitted under Sections 6.1(b)
and 6.1(o);

            (e) Consolidated Capital Expenditures permitted by Section 6.8(d);

            (f) loans and advances to employees of Holdings and its Subsidiaries
made in the ordinary course of business in an aggregate principal amount not to
exceed $5,000,000 in the aggregate;

            (g) Investments made in connection with Permitted Acquisitions
permitted pursuant to Section 6.9;

            (h) Investments described in Schedule 6.7;

            (i) Investments made by Company or a Guarantor Subsidiary in a
Foreign Subsidiary in an aggregate amount outstanding at any time which, when
added to the amount of outstanding Indebtedness of a Foreign Subsidiary to
Company and/or a Guarantor Subsidiary pursuant to Section 6.1(o), shall not
exceed $5,000,000; and

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<Page>


            (j) other Investments in an aggregate amount not to exceed at any
time $10,000,000.

       6.8. FINANCIAL COVENANTS.

            (a) INTEREST COVERAGE RATIO. Holdings shall not permit the Interest
Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the last
Fiscal Quarter of Fiscal Year 2001, to be less than the correlative ratio
indicated:

<Table>
<Caption>
==========================================================================
FISCAL QUARTER                           INTEREST COVERAGE RATIO
--------------------------------------------------------------------------
<S>                                      <C>
4th Fiscal Quarter 2001 -                           2.00:1.00
4th Fiscal Quarter 2002
--------------------------------------------------------------------------
1st Fiscal Quarter 2003 -                           2.25:1.00
4th Fiscal Quarter 2003
==========================================================================
1st Fiscal Quarter 2004 -                           2.50:1.00
4th Fiscal Quarter 2004
==========================================================================
1st Fiscal Quarter 2005 -                           2.75:1.00
4th Fiscal Quarter 2005
==========================================================================
1st Fiscal Quarter 2006 and                         3.00:1.00
Each Fiscal Quarter Thereafter
==========================================================================
</Table>

            (b) FIXED CHARGE COVERAGE RATIO. Holdings shall not permit the Fixed
Charge Coverage Ratio as of the last day of any Fiscal Quarter, beginning with
the last Fiscal Quarter of Fiscal Year 2001 to be less than the correlative
ratio indicated:

<Table>
<Caption>
==========================================================================
FISCAL QUARTER                            FIXED CHARGE COVERAGE RATIO
--------------------------------------------------------------------------
<S>                                       <C>
4th Fiscal Quarter 2001 -                            1.00:1.00
2nd Fiscal Quarter 2002
--------------------------------------------------------------------------
3rd Fiscal Quarter 2002 -                            1.05:1.00
2nd Fiscal Quarter 2003
==========================================================================
Each Fiscal Quarter Thereafter                       1.10:1.00
==========================================================================
</Table>

            (c) LEVERAGE RATIO. Holdings shall not permit the Leverage Ratio as
of the last day of any Fiscal Quarter, beginning with the Third Fiscal Quarter
of Fiscal Year 2001, to exceed the correlative ratio indicated:

<Table>
<Caption>
==========================================================================
FISCAL QUARTER                                    LEVERAGE RATIO
--------------------------------------------------------------------------
<S>                                               <C>
3rd Fiscal Quarter 2001 -                            5.00:1.00
2nd Fiscal Quarter 2002
--------------------------------------------------------------------------
</Table>

                                       91

<Page>


<Table>
<Caption>
==========================================================================
FISCAL QUARTER                                    LEVERAGE RATIO
--------------------------------------------------------------------------
<S>                                               <C>
3rd Fiscal Quarter 2002 -                            4.75:1.00
4th Fiscal Quarter 2002
==========================================================================
1st Fiscal Quarter 2003 -                            4.50:1.00
2nd Fiscal Quarter 2003
==========================================================================
3rd Fiscal Quarter 2003 -                            4.25:1.00
4th Fiscal Quarter 2003
==========================================================================
1st Fiscal Quarter 2004 -                            4.00:1.00
2nd Fiscal Quarter 2004
==========================================================================
3rd Fiscal Quarter 2004 -                            3.75:1.00
4th Fiscal Quarter 2004
==========================================================================
1st Fiscal Quarter 2005 -                            3.50:1.00
2nd Fiscal Quarter 2005
==========================================================================
3rd Fiscal Quarter 2005 and                          3.25:1.00
Each Fiscal Quarter Thereafter
==========================================================================
</Table>

            (d) MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES. Holdings shall not,
and shall not permit its Subsidiaries to, make or incur Consolidated Capital
Expenditures, in any Fiscal Year, in an aggregate amount for Holdings and its
Subsidiaries in excess of $25,000,000.

            (e) CERTAIN CALCULATIONS. With respect to any period during which a
Permitted Acquisition has occurred (each, a "SUBJECT TRANSACTION"), for purposes
of determining compliance with the financial covenants set forth in this Section
6.8 (but not for purposes of determining the Applicable Margin), Consolidated
Adjusted EBITDA and the components of Consolidated Fixed Charges shall be
calculated with respect to such period on a pro forma basis (including pro forma
adjustments arising out of events which are directly attributable to a specific
transaction, are factually supportable and are expected to have a continuing
impact, in each case determined on a basis consistent with Article 11 of
Regulation S-X promulgated under the Securities Act and as interpreted by the
staff of the Securities and Exchange Commission, which would include cost
savings resulting from head count reduction, closure of facilities and similar
restructuring charges, which pro forma adjustments shall be certified by the
chief financial officer of Holdings) using the historical audited financial
statements (to the extent such audited financial statements are available) of
any business so acquired or to be acquired or sold or to be sold and the
consolidated financial statements of Holdings and its Subsidiaries which shall
be reformulated as if such Subject Transaction, and any Indebtedness incurred or
repaid in connection therewith, had been consummated or incurred or repaid at
the beginning of such period (and assuming that such Indebtedness bears interest
during any portion of the applicable measurement period prior to the relevant
acquisition at the weighted average of the interest rates applicable to
outstanding Loans incurred during such period).

       6.9. FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS. No Credit
Party shall, nor shall it permit any of its Subsidiaries to, enter into any
transaction of merger or

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<Page>


consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, assets or property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, or acquire by purchase or otherwise
(other than purchases or other acquisitions of inventory, materials and
equipment in the ordinary course of business) the business, property or fixed
assets of, or stock or other evidence of beneficial ownership of, any Person or
any division or line of business or other business unit of any Person, except:

            (a) any Subsidiary of Holdings may be merged with or into Company or
any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any
part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to Company or any Guarantor Subsidiary; PROVIDED, in the case of
such a merger, Company or such Guarantor Subsidiary, as applicable shall be the
continuing or surviving Person;

            (b) sales or other dispositions of assets that do not constitute
Asset Sales;

            (c) Asset Sales, the proceeds of which (valued at the principal
amount thereof in the case of non-Cash proceeds consisting of notes or other
debt Securities and valued at fair market value in the case of other non-Cash
proceeds) (i) are less than $3,000,000 with respect to any single Asset Sale or
series of related Asset Sales and (ii) when aggregated with the proceeds of all
other Asset Sales made within the same Fiscal Year, are less than $15,000,000;
PROVIDED (1) the consideration received for such assets shall be in an amount at
least equal to the fair market value thereof (determined in good faith by the
board of directors of Company (or similar governing body)), (2) no less than 75%
thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall
be applied as required by Section 2.14(a);

            (d) Permitted Acquisitions, the aggregate consideration for which
constitutes less than the sum of (i) $20,000,000 PLUS (ii) Capital Stock of
Holdings or the proceeds of issuances of Capital Stock of Holdings in an
aggregate amount of $20,000,000, in the aggregate from the Closing Date to the
date of determination; and

            (e) Investments made in accordance with Section 6.7.

       6.10. DISPOSAL OF SUBSIDIARY INTERESTS. Except for any sale of all of its
interests in the Capital Stock of any of its Subsidiaries in compliance with the
provisions of Section 6.9, no Credit Party shall, nor shall it permit any of its
Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
qualify directors if required by applicable law; or (b) permit any of its
Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
another Credit Party (subject to the restrictions on such disposition otherwise
imposed hereunder), or to qualify directors if required by applicable law.

                                       93

<Page>


       6.11. SALES AND LEASE-BACKS. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, become or remain liable as
lessee or as a guarantor or other surety with respect to any lease of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, which such Credit Party (a) has sold or transferred or is to sell or
to transfer to any other Person (other than Holdings or any of its
Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit
Party to any Person (other than Holdings or any of its Subsidiaries) in
connection with such lease; PROVIDED, Company and its Subsidiaries may become
and remain liable as lessee, guarantor or other surety with respect to any such
lease if and to the extent that Company and its Subsidiaries are permitted to
enter into and remain liable with respect to such lease in connection with
Indebtedness incurred pursuant to Section 6.1(k) in an aggregate amount which,
when added to the amount of Indebtedness of Company and its Subsidiaries
pursuant to Section 6.1(k), shall not exceed $10,000,000.

       6.12. TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder of 10% or more of any class of Capital Stock of Holdings or any of its
Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms
that are less favorable to Holdings or that Subsidiary, as the case may be, than
those that might be obtained at the time from a Person who is not such a holder
or Affiliate; PROVIDED, the foregoing restriction shall not apply to (a) any
transaction between Company and any Guarantor Subsidiary; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing
body) of Holdings and its Subsidiaries; (c) fees payable under the Management
Agreement; (d) compensation arrangements for officers and other employees of
Holdings and its Subsidiaries entered into in the ordinary course of business;
(e) Indebtedness to members of management in connection with management stock
repurchases permitted under Section 6.1(m) and (e) transactions described in
Schedule 6.12.

       6.13. CONDUCT OF BUSINESS. From and after the Closing Date, no Credit
Party shall, nor shall it permit any of its Subsidiaries to, engage in any
business other than (i) the businesses engaged in by such Credit Party on the
Closing Date and similar or related businesses and (ii) such other lines of
business as may be consented to by Requisite Lenders.

       6.14. PERMITTED ACTIVITIES OF HOLDINGS. Holdings shall not (a) incur,
directly or indirectly, any Indebtedness or any other obligation or liability
whatsoever other than the Indebtedness and obligations under the Related
Agreements and as may be permitted to it under Section 6.1; (b) create or suffer
to exist any Lien upon any property or assets now owned or hereafter acquired by
it other than the Liens created under the Collateral Documents to which it is a
party or permitted to it pursuant to Section 6.2; (c) engage in any business or
activity or own any assets other than (i) holding 100% of the Capital Stock of
Company, (ii) performing its obligations and activities incidental thereto under
the Credit Documents, and to the extent not inconsistent therewith, the Related
Agreements; and (iii) making Restricted Junior Payments and Investments to the
extent permitted to it by this Agreement; (d) consolidate with or merge with

                                       94

<Page>


or into, or convey, transfer or lease all or substantially all its assets to,
any Person; (e) sell or otherwise dispose of any Capital Stock of any of its
Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment
in any Person other than Company; or (g) fail to hold itself out to the public
as a legal entity separate and distinct from all other Persons.

       6.15. AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS. Except as set
forth in Section 6.16, no Credit Party shall nor shall it permit any of its
Subsidiaries to, agree to any material amendment, restatement, supplement or
other modification to, or waiver of, any of its material rights under any
Related Agreement after the Closing Date without in each case obtaining the
prior written consent of Requisite Lenders to such amendment, restatement,
supplement or other modification or waiver.

       6.16. AMENDMENTS OR WAIVERS OF WITH RESPECT TO SENIOR SUBORDINATED NOTE
DOCUMENTS. No Credit Party shall, nor shall it permit any of its Subsidiaries
to, amend or otherwise change the terms of any Senior Subordinated Note
Documents, or make any payment consistent with an amendment thereof or change
thereto, if the effect of such amendment or change is to increase the interest
rate on the Senior Subordinated Notes, change (to earlier dates) any dates upon
which payments of principal or interest are due thereon, change any event of
default or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of the Senior Subordinated Notes (or of any
guaranty thereof), or if the effect of such amendment or change, together with
all other amendments or changes made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the holders of
the Senior Subordinated Notes (or a trustee or other representative on their
behalf) which would be adverse to any Credit Party or Lenders.

       6.17. FISCAL YEAR. No Credit Party shall, nor shall it permit any of its
Subsidiaries to change its Fiscal Year-end; PROVIDED that a Credit Party may
change its Fiscal Year upon thirty (30) days prior written notice to the
Administrative Agent and Syndication Agent and with the consent of the
Administrative agent and the Syndication Agent, such consent not to be
unreasonably withheld.

SECTION 7. GUARANTY

       7.1. GUARANTY OF THE OBLIGATIONS. Subject to the provisions of Section
7.2, Guarantors jointly and severally hereby irrevocably and unconditionally
guaranty to Administrative Agent for the ratable benefit of the Beneficiaries
the due and punctual payment in full of all Obligations when the same shall
become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. ss. 362(a)) (collectively, the "GUARANTEED OBLIGATIONS").

                                       95

<Page>


       7.2. CONTRIBUTION BY GUARANTORS. All Guarantors desire to allocate among
themselves (collectively, the "CONTRIBUTING GUARANTORS"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"FUNDING GUARANTOR") under this Guaranty that exceeds its Fair Share as of such
date, such Funding Guarantor shall be entitled to a contribution from each of
the other Contributing Guarantors in the amount of such other Contributing
Guarantor's Fair Share Shortfall as of such date, with the result that all such
contributions will cause each Contributing Guarantor's Aggregate Payments to
equal its Fair Share as of such date. "FAIR SHARE" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (a)
the ratio of (i) the Fair Share Contribution Amount with respect to such
Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution
Amounts with respect to all Contributing Guarantors multiplied by the aggregate
amount paid or distributed on or before such date by all Funding Guarantors
under this Guaranty in respect of the obligations Guaranteed. "FAIR SHARE
SHORTFALL" means, with respect to a Contributing Guarantor as of any date of
determination, the excess, if any, of the Fair Share of such Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor. "FAIR
SHARE CONTRIBUTION AMOUNT" means, with respect to a Contributing Guarantor as of
any date of determination, the maximum aggregate amount of the obligations of
such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any comparable applicable provisions of state law; PROVIDED, solely for
purposes of calculating the "FAIR SHARE CONTRIBUTION AMOUNT" with respect to any
Contributing Guarantor for purposes of this Section 7.2, any assets or
liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Contributing Guarantor. "AGGREGATE PAYMENTS" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (1)
the aggregate amount of all payments and distributions made on or before such
date by such Contributing Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 7.2), minus (2) the aggregate
amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this
Section 7.2. The amounts payable as contributions hereunder shall be determined
as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. The allocation among Contributing Guarantors of
their obligations as set forth in this Section 7.2 shall not be construed in any
way to limit the liability of any Contributing Guarantor hereunder. Each
Guarantor is a third party beneficiary to the contribution agreement set forth
in this Section 7.2.

       7.3. PAYMENT BY GUARANTORS. Subject to Section 7.2, Guarantors hereby
jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the

                                       96

<Page>


operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. ss. 362(a)), Guarantors will upon demand pay, or cause to be paid, in
Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an
amount equal to the sum of the unpaid principal amount of all Guaranteed
Obligations then due as aforesaid, accrued and unpaid interest on such
Guaranteed Obligations (including interest which, but for Company's becoming the
subject of a case under the Bankruptcy Code, would have accrued on such
Guaranteed Obligations, whether or not a claim is allowed against Company for
such interest in the related bankruptcy case) and all other Guaranteed
Obligations then owed to Beneficiaries as aforesaid.

       7.4. LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that, to the
maximum extent permitted by applicable law, its obligations hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected
by any circumstance which constitutes a legal or equitable discharge of a
guarantor or surety other than payment in full of the Guaranteed Obligations. In
furtherance of the foregoing and without limiting the generality thereof, each
Guarantor agrees, to the maximum extent permitted by applicable law, as follows:

            (a) this Guaranty is a guaranty of payment when due and not of
collectability. This Guaranty is a primary obligation of each Guarantor and not
merely a contract of surety;

            (b) Administrative Agent may enforce this Guaranty upon the
occurrence of an Event of Default notwithstanding the existence of any dispute
between Company and any Beneficiary with respect to the existence of such Event
of Default;

            (c) the obligations of each Guarantor hereunder are independent of
the obligations of Company and the obligations of any other guarantor (including
any other Guarantor) of the obligations of Company, and a separate action or
actions may be brought and prosecuted against such Guarantor whether or not any
action is brought against Company or any of such other guarantors and whether or
not Company or any of such other guarantors is joined in any such action or
actions;

            (d) payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor,
limit, affect, modify or abridge any other Guarantor's liability hereunder in
respect of the Guaranteed Obligations;

            (e) any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or
termination of any Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or

                                       97

<Page>


otherwise change the time, place, manner or terms of payment of the Guaranteed
Obligations; (ii) settle, compromise, release or discharge, or accept or refuse
any offer of performance with respect to, or substitutions for, the Guaranteed
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the
payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or modify,
with or without consideration, any security for payment of the Guaranteed
Obligations, any other guaranties of the Guaranteed Obligations, or any other
obligation of any Person (including any other Guarantor) with respect to the
Guaranteed Obligations; (v) enforce and apply any security now or hereafter held
by or for the benefit of such Beneficiary in respect hereof or the Guaranteed
Obligations and direct the order or manner of sale thereof, or exercise any
other right or remedy that such Beneficiary may have against any such security,
in each case as such Beneficiary in its discretion may determine consistent
herewith or the applicable Hedge Agreement and any applicable security
agreement, including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable, and even though such action operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of
any Guarantor against Company or any security for the Guaranteed Obligations;
and (vi) exercise any other rights available to it under the Credit Documents or
the Hedge Agreements; and

            (f) this Guaranty and the obligations of Guarantors hereunder shall
be valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than payment in full
of the Guaranteed Obligations), including the occurrence of any of the
following, whether or not any Guarantor shall have had notice or knowledge of
any of them: (i) any failure or omission to assert or enforce or agreement or
election not to assert or enforce, or the stay or enjoining, by order of court,
by operation of law or otherwise, of the exercise or enforcement of, any claim
or demand or any right, power or remedy (whether arising under the Credit
Documents or the Hedge Agreements, at law, in equity or otherwise) with respect
to the Guaranteed Obligations or any agreement relating thereto, or with respect
to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents, any of
the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Credit Document,
such Hedge Agreement or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments
received pursuant to the other Credit Documents or any of the Hedge Agreements
or from the proceeds of any security for the Guaranteed Obligations, except to
the extent such security also serves as collateral for indebtedness other than
the Guaranteed Obligations) to the payment of indebtedness other than the
Guaranteed Obligations, even though any Beneficiary

                                       98

<Page>


might have elected to apply such payment to any part or all of the Guaranteed
Obligations; (v) any Beneficiary's consent to the change, reorganization or
termination of the corporate structure or existence of Holdings or any of its
Subsidiaries and to any corresponding restructuring of the Guaranteed
Obligations; (vi) any failure to perfect or continue perfection of a security
interest in any collateral which secures any of the Guaranteed Obligations;
(vii) any defenses, set-offs or counterclaims which Company may allege or assert
against any Beneficiary in respect of the Guaranteed Obligations, including
failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury; and (viii) any other
act or thing or omission, or delay to do any other act or thing, which may or
might in any manner or to any extent vary the risk of any Guarantor as an
obligor in respect of the Guaranteed Obligations.

       7.5. WAIVERS BY GUARANTORS. Each Guarantor hereby waives, to the maximum
extent permitted by applicable law, for the benefit of Beneficiaries: (a) any
right to require any Beneficiary, as a condition of payment or performance by
such Guarantor, to (i) proceed against Company, any other guarantor (including
any other Guarantor) of the Guaranteed Obligations or any other Person, (ii)
proceed against or exhaust any security held from Company, any such other
guarantor or any other Person, (iii) proceed against or have resort to any
balance of any Deposit Account or credit on the books of any Beneficiary in
favor of Company or any other Person, or (iv) pursue any other remedy in the
power of any Beneficiary whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of Company or
any other Guarantor including any defense based on or arising out of the lack of
validity or the unenforceability of the Guaranteed Obligations or any agreement
or instrument relating thereto or by reason of the cessation of the liability of
Company or any other Guarantor from any cause other than payment in full of the
Guaranteed Obligations; (c) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal; (d) any
defense based upon any Beneficiary's errors or omissions in the administration
of the Guaranteed Obligations, except behavior which amounts to bad faith; (e)
(i) any principles or provisions of law, statutory or otherwise, which are or
might be in conflict with the terms hereof and any legal or equitable discharge
of such Guarantor's obligations hereunder, (ii) the benefit of any statute of
limitations affecting such Guarantor's liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any security interest or lien or any property subject thereto;
(f) notices, demands, presentments, protests, notices of protest, notices of
dishonor and notices of any action or inaction, including acceptance hereof,
notices of default hereunder, the Hedge Agreements or any agreement or
instrument related thereto, notices of any renewal, extension or modification of
the Guaranteed Obligations or any agreement related thereto, notices of any
extension of credit to Company and notices of any of the matters referred to in
Section 7.4 and any right to consent to any thereof; and (g) any defenses or
benefits that may be derived from or afforded by law which limit the liability
of or exonerate guarantors or sureties, or which may conflict with the terms
hereof.

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       7.6. GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until the
Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled, each Guarantor hereby waives any claim, right or
remedy, direct or indirect, that such Guarantor now has or may hereafter have
against Company or any other Guarantor or any of its assets in connection with
this Guaranty or the performance by such Guarantor of its obligations hereunder,
in each case whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that
such Guarantor now has or may hereafter have against Company with respect to the
Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have
against Company, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition,
until the Guaranteed Obligations shall have been indefeasibly paid in full and
the Revolving Commitments shall have terminated and all Letters of Credit shall
have expired or been cancelled, each Guarantor shall withhold exercise of any
right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guaranteed Obligations, including,
without limitation, any such right of contribution as contemplated by Section
7.2. Each Guarantor further agrees that, to the extent the waiver or agreement
to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
Company or against any collateral or security, and any rights of contribution
such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against Company, to all
right, title and interest any Beneficiary may have in any such collateral or
security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full or the Revolving Commitments shall not have been terminated or all
Letters of Credit shall not have expired or been cancelled, such amount shall be
held in trust for Administrative Agent on behalf of Beneficiaries and shall
forthwith be paid over to Administrative Agent for the benefit of Beneficiaries
to be credited and applied against the Guaranteed Obligations, whether matured
or unmatured, in accordance with the terms hereof.

       7.7. SUBORDINATION OF OTHER OBLIGATIONS.Any Indebtedness of Company or
any Guarantor now or hereafter held by any Guarantor (the "OBLIGEE GUARANTOR")
is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such indebtedness collected or received by the Obligee Guarantor after an
Event of Default has occurred and is continuing shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or
limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.

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       7.8. CONTINUING GUARANTY. This Guaranty is a continuing guaranty and
shall remain in effect until all of the Guaranteed Obligations shall have been
paid in full and the Revolving Commitments shall have terminated and all Letters
of Credit shall have expired or been cancelled. Each Guarantor hereby
irrevocably waives any right to revoke this Guaranty as to future transactions
giving rise to any Guaranteed Obligations.

       7.9. AUTHORITY OF GUARANTORS OR COMPANY.It is not necessary for any
Beneficiary to inquire into the capacity or powers of any Guarantor or Company
or the officers, directors or any agents acting or purporting to act on behalf
of any of them.

       7.10. FINANCIAL CONDITION OF COMPANY. Any Credit Extension may be made to
Company or continued from time to time, and any Hedge Agreements may be entered
into from time to time, in each case without notice to or authorization from any
Guarantor regardless of the financial or other condition of Company at the time
of any such grant or continuation or at the time such Hedge Agreement is entered
into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor's assessment, of
the financial condition of Company or any other Guarantor. Each Guarantor has
adequate means to obtain information from Company on a continuing basis
concerning the financial condition of Company and its ability to perform its
obligations under the Credit Documents and the Hedge Agreements, and each
Guarantor assumes the responsibility for being and keeping informed of the
financial condition of Company and of all circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and
relinquishes any duty on the part of any Beneficiary to disclose any matter,
fact or thing relating to the business, operations or conditions of Company or
any other Guarantor now known or hereafter known by any Beneficiary.

       7.11. BANKRUPTCY, ETC.

            (a) So long as any Guaranteed Obligations remain outstanding, no
Guarantor shall, without the prior written consent of Administrative Agent
acting pursuant to the instructions of Requisite Lenders, commence or join with
any other Person in commencing any bankruptcy, reorganization or insolvency case
or proceeding of or against Company or any other Guarantor. The obligations of
Guarantors hereunder shall not be reduced, limited, impaired, discharged,
deferred, suspended or terminated by any case or proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of Company or any other Guarantor or by any defense
which Company or any other Guarantor may have by reason of the order, decree or
decision of any court or administrative body resulting from any such proceeding.

            (b) Each Guarantor acknowledges and agrees that any interest on any
portion of the Guaranteed Obligations which accrues after the commencement of
any case or proceeding referred to in clause (a) above (or, if interest on any
portion of the Guaranteed Obligations ceases to accrue by operation of law by
reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or

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proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the
Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should
be determined without regard to any rule of law or order which may relieve
Company of any portion of such Guaranteed Obligations. Guarantors will permit
any trustee in bankruptcy, receiver, debtor in possession, assignee for the
benefit of creditors or similar person to pay Administrative Agent, or allow the
claim of Administrative Agent in respect of, any such interest accruing after
the date on which such case or proceeding is commenced.

            (c) In the event that all or any portion of the Guaranteed
Obligations are paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are repaid by, or
rescinded or recovered directly or indirectly from any Beneficiary as a
preference, fraudulent transfer or otherwise, and any such payments which are so
repaid, rescinded or recovered shall constitute Guaranteed Obligations for all
purposes hereunder.

       7.12. DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the Capital
Stock of any Guarantor or any of its successors in interest hereunder shall be
sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof or is otherwise consented to by
Requisite Lenders, the Guaranty of such Guarantor or such successor in interest,
as the case may be, hereunder shall automatically be discharged and released
without any further action by any Beneficiary or any other Person effective as
of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT.

       8.1. EVENTS OF DEFAULT. If any one or more of the following conditions or
events shall occur:

            (a) FAILURE TO MAKE PAYMENTS WHEN DUE. Failure by Company to pay (i)
when due any installment of principal of any Loan, whether at stated maturity,
by acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of
any drawing under a Letter of Credit; or (iii) any interest on any Loan or any
fee or any other amount due hereunder within five (5) days after the date due;
or

            (b) DEFAULT IN OTHER AGREEMENTS. (i) Failure of any Credit Party or
any of their respective Subsidiaries to pay when due any principal of or
interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an
aggregate principal amount of $5,000,000 or more, in each case beyond the grace
period, if any, provided therefor; or (ii) breach or default by any Credit Party
with respect to any other material term of (1) one or more items of Indebtedness
in the individual or

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aggregate principal amounts referred to in clause (i) above or (2) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness, in each case beyond the grace period, if any, provided therefor,
if the effect of such breach or default is to cause, or to permit the holder or
holders of that Indebtedness (or a trustee on behalf of such holder or holders),
to cause, that Indebtedness to become or be declared due and payable (or
redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be; or

            (c) BREACH OF CERTAIN COVENANTS. Failure of any Credit Party to
perform or comply with any term or condition contained in Section 2.6, Section
5.2 or Section 6; or

            (d) BREACH OF REPRESENTATIONS, ETC. Any representation, warranty,
certification or other statement made or deemed made by any Credit Party in any
Credit Document or in any statement or certificate at any time given by any
Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or
in connection herewith or therewith shall be false in any material respect as of
the date made or deemed made; or

            (e) OTHER DEFAULTS UNDER CREDIT DOCUMENTS. Any Credit Party shall
default in the performance of or compliance with any term contained herein or
any of the other Credit Documents, other than any such term referred to in any
other Section of this Section 8.1, and such default shall not have been remedied
or waived within thirty (30) days after the earlier of (i) a Responsible Officer
of such Credit Party becoming aware of such default or (ii) receipt by Company
of notice from Administrative Agent or any Lender of such default; or

            (f) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (i) A
court of competent jurisdiction shall enter a decree or order for relief in
respect of Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries)(an "IMMATERIAL SUBSIDIARY", for purposes of this Section 8.1(f)
and Section 8.1(g), shall mean one or more Subsidiaries of Company that, on a
consolidated basis did not (i) for the most recently concluded Fiscal Year
account for more than 5.0% of consolidated revenues of Holdings and its
Subsidiaries and (ii) as of the last day of such Fiscal Year own more than 5.0%
of the consolidated assets of Holdings and its Subsidiaries) in an involuntary
case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, which decree or order is
not stayed; or any other similar relief shall be granted under any applicable
federal or state law; or (ii) an involuntary case shall be commenced against
Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) under
the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
similar law now or hereafter in effect; or a decree or order of a court having
jurisdiction in the premises for the involuntary appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries), or over all or a substantial part of its property, shall have
been entered; or there shall have occurred the involuntary appointment of an
interim receiver, trustee or other custodian of Holdings or any of its
Subsidiaries (other than Immaterial Subsidiaries) for all or a substantial part
of its property; or a warrant of attachment, execution or similar process shall
have been issued against any substantial part of the property of Holdings or

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any of its Subsidiaries (other than Immaterial Subsidiaries), and any such event
described in this clause (ii) shall continue for sixty (60) days without having
been dismissed, bonded or discharged; or

            (g) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (i) Holdings
or any of its Subsidiaries (other than Immaterial Subsidiaries) shall have an
order for relief entered with respect to it or shall commence a voluntary case
under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a substantial part of its property; or Holdings or any of its
Subsidiaries (other than Immaterial Subsidiaries) shall make any assignment for
the benefit of creditors; or (ii) Holdings or any of its Subsidiaries (other
than Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall
admit in writing its inability, to pay its debts as such debts become due; or
the board of directors (or similar governing body) of Holdings or any of its
Subsidiaries (or any committee thereof) (other than Immaterial Subsidiaries)
shall adopt any resolution or otherwise authorize any action to approve any of
the actions referred to herein or in Section 8.1(f); or

            (h) JUDGMENTS AND ATTACHMENTS. Any money judgment, writ or warrant
of attachment or similar process involving individually or in the aggregate at
any time an amount in excess of $5,000,000 (in either case to the extent not
adequately covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged coverage) shall be entered or filed against Holdings or
any of its Subsidiaries or any of their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days
(or in any event later than five days prior to the date of any proposed sale
thereunder); or

            (i) DISSOLUTION. Any order, judgment or decree shall be entered
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order shall remain undischarged or unstayed for a period in
excess of thirty (30) days; or

            (j) EMPLOYEE BENEFIT PLANS. (i) There shall occur one or more ERISA
Events which individually or in the aggregate results in or would reasonably be
expected to result in a Material Adverse Effect; or (ii) there exists any fact
or circumstance that reasonably could be expected to result in the imposition of
a Lien or security interest under Section 412(n) of the Internal Revenue Code or
under ERISA on the assets of Holdings and its Subsidiaries.

            (k) CHANGE OF CONTROL. A Change of Control shall occur; or

            (l) GUARANTIES, COLLATERAL DOCUMENTS AND OTHER CREDIT DOCUMENTS. At
any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to
be in full force and effect (other than in accordance with its terms) or shall
be declared to be null and void or any Guarantor shall repudiate its obligations
thereunder, (ii) this Agreement or any Collateral Document ceases to be

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in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the
Obligations in accordance with the terms hereof) or shall be declared null and
void, or Collateral Agent shall not have or shall cease to have a valid and
perfected Lien in any Collateral purported to be covered by the Collateral
Documents with the priority required by the relevant Collateral Document, in
each case for any reason other than the failure of Collateral Agent or any
Secured Party to take any action within its control, or (iii) any Credit Party
shall contest the validity or enforceability of any Credit Document in writing
or deny in writing that it has any further liability, including with respect to
future advances by Lenders, under any Credit Document to which it is a party;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Company by Administrative Agent, (A) the Revolving Commitments, if
any, of each Lender having such Revolving Commitments and the obligation of
Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each
of the following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by each Credit Party: (I) the unpaid principal amount of
and accrued interest on the Loans, (II) an amount equal to the maximum amount
that may at any time be drawn under all Letters of Credit then outstanding
(regardless of whether any beneficiary under any such Letter of Credit shall
have presented, or shall be entitled at such time to present, the drafts or
other documents or certificates required to draw under such Letters of Credit),
and (III) all other Obligations; PROVIDED, the foregoing shall not affect in any
way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (C)
the Administrative Agent may cause the Collateral Agent to enforce any and all
Liens and security interests created pursuant to Collateral Documents; and (D)
Administrative Agent shall direct Company to pay (and Company hereby agrees upon
receipt of such notice, or upon the occurrence of any Event of Default specified
in Section 8.1(f) and (g) to pay) to Administrative Agent such additional
amounts of cash, to be held as security for Company's reimbursement Obligations
in respect of Letters of Credit then outstanding, equal to the Letter of Credit
Usage at such time.

SECTION 9. AGENTS

       9.1. APPOINTMENT OF AGENTS. GSCP is hereby appointed Syndication Agent
hereunder, and each Lender hereby authorizes Syndication Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. Fleet
is hereby appointed Administrative Agent hereunder and under the other Credit
Documents and each Lender hereby authorizes Administrative Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. BNP is
hereby appointed Documentation Agent hereunder, and each Lender hereby
authorizes Documentation Agent to act as its agent in accordance with the terms
hereof and the other Credit Documents. Each Agent hereby agrees to act upon the
express conditions contained herein and the other Credit Documents, as
applicable. The provisions of

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this Section 9 are solely for the benefit of Agents and Lenders and no Credit
Party shall have any rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties hereunder, each Agent
shall act solely as an agent of Lenders and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for Holdings or any of its Subsidiaries. Each of Syndication Agent and
Documentation Agent, without consent of or notice to any party hereto, may
assign any and all of its rights or obligations hereunder to any of its
Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication
Agent, nor BNP, in its capacity as Documentation Agent, shall have any
obligations but shall be entitled to all benefits of this Section 9.

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

       9.3. GENERAL IMMUNITY.

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

            (b) EXCULPATORY PROVISIONS. No Agent nor any of its officers,
partners, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by any Agent under or in connection with any of the
Credit Documents except to the extent caused by such Agent's gross negligence or
willful misconduct. Each Agent shall be entitled to refrain

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from any act or the taking of any action (including the failure to take an
action) in connection herewith or any of the other Credit Documents or from the
exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until such Agent shall have received instructions in
respect thereof from Requisite Lenders (or such other Lenders as may be required
to give such instructions under Section 10.5) and, upon receipt of such
instructions from Requisite Lenders (or such other Lenders, as the case may be),
such Agent shall be entitled to act or (where so instructed) refrain from
acting, or to exercise such power, discretion or authority, in accordance with
such instructions. Without prejudice to the generality of the foregoing, (i)
each Agent shall be entitled to rely, and shall be fully protected in relying,
upon any communication, instrument or document believed by it to be genuine and
correct and to have been signed or sent by the proper Person or Persons, and
shall be entitled to rely and shall be protected in relying on opinions and
judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries),
accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against any Agent as a result
of such Agent acting or (where so instructed) refraining from acting hereunder
or any of the other Credit Documents in accordance with the instructions of
Requisite Lenders (or such other Lenders as may be required to give such
instructions under Section 10.5).

       9.4. AGENTS ENTITLED TO ACT AS LENDER.

       The agency hereby created shall in no way impair or affect any of the
rights and powers of, or impose any duties or obligations upon, any Agent in its
individual capacity as a Lender hereunder. With respect to its participation in
the Loans and the Letters of Credit, each Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as if it were not
performing the duties and functions delegated to it hereunder, and the term
"Lender" shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. Any Agent and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of banking, trust,
financial advisory or other business with Holdings or any of its Affiliates as
if it were not performing the duties specified herein, and may accept fees and
other consideration from Company for services in connection herewith and
otherwise without having to account for the same to Lenders.

       9.5. LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.

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

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            (b) Each Lender, by delivering its signature page to this Agreement
and funding its Tranche B Term Loan and/or a Revolving Loan on the Closing Date,
shall be deemed to have acknowledged receipt of, and consented to and approved,
each Credit Document and each other document required to be approved by any
Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

       9.6. RIGHT TO INDEMNITY. Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall be entitled to be, and shall not have been, reimbursed by any Credit
Party, for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including reasonable
counsel fees and disbursements) or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against such Agent
in exercising its powers, rights and remedies or performing its duties hereunder
or under the other Credit Documents or otherwise in its capacity as such Agent
in any way relating to or arising out hereof or the other Credit Documents;
PROVIDED, no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. If any indemnity furnished to any Agent for any purpose
shall, in the opinion of such Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished; PROVIDED,
in no event shall this sentence require any Lender to indemnify any Agent
against any liability, obligation, loss, damage, penalty, action, judgment,
suit, cost, expense or disbursement in excess of such Lender's Pro Rata Share
thereof; and PROVIDED FURTHER, this sentence shall not be deemed to require any
Lender to indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement described in the
proviso in the immediately preceding sentence.

       9.7. SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER. Administrative
Agent may resign at any time by giving thirty (30) days' prior written notice
thereof to Lenders and Company, and Administrative Agent may be removed at any
time with or without cause by an instrument or concurrent instruments in writing
delivered to Company and Administrative Agent and signed by Requisite Lenders.
Upon any such notice of resignation or any such removal, Requisite Lenders shall
have the right, upon five Business Days' notice to Company, to appoint a
successor Administrative Agent (who shall be reasonably satisfactory to Company
if no Event of Default has occurred and is continuing). Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Administrative Agent and the retiring or removed Administrative Agent
shall promptly (i) transfer to such successor Administrative Agent all sums,
Securities and other items of Collateral held under the Collateral Documents,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Administrative
Agent under the Credit Documents, and (ii) execute and deliver to such successor
Administrative Agent such amendments to financing statements,

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and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Administrative Agent of the security
interests created under the Collateral Documents, whereupon such retiring or
removed Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring or removed Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent hereunder. Any resignation or removal of Administrative Agent
pursuant to this Section shall also constitute the resignation or removal of
Fleet or its successor as Swing Line Lender, and any successor Administrative
Agent appointed pursuant to this Section shall, upon its acceptance of such
appointment, become the successor Swing Line Lender for all purposes hereunder.
In such event (a) Company shall prepay any outstanding Swing Line Loans made by
the retiring or removed Administrative Agent in its capacity as Swing Line
Lender, (b) upon such prepayment, the retiring or removed Administrative Agent
and Swing Line Lender shall surrender any Swing Line Note held by it to Company
for cancellation, and (c) Company shall issue, if so requested by successor
Administrative Agent and Swing Line Lender, a new Swing Line Note to the
successor Administrative Agent and Swing Line Lender, in the principal amount of
the Swing Line Loan Sublimit then in effect and with other appropriate
insertions.

       9.8. COLLATERAL DOCUMENTS AND GUARANTY.

            (a) AGENTS UNDER COLLATERAL DOCUMENTS AND GUARANTY. Each Lender
hereby further authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Lenders, to be the agent for and
representative of Lenders with respect to the Guaranty, the Collateral and the
Collateral Documents. Subject to Section 10.5, without further written consent
or authorization from Lenders, Administrative Agent or Collateral Agent, as
applicable may execute any documents or instruments necessary to (i) release any
Lien encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted hereby or to which Requisite Lenders (or such
other Lenders as may be required to give such consent under Section 10.5) have
otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to
Section 7.12 or with respect to which Requisite Lenders (or such other Lenders
as may be required to give such consent under Section 10.5) have otherwise
consented and upon the request of the Company, given with reasonable advance
notice, the Administrative Agent and the Collateral Agent, as applicable, will
execute the releases contemplated by clauses (i) and (ii) of this sentence.

            (b) RIGHT TO REALIZE ON COLLATERAL AND ENFORCE GUARANTY. Anything
contained in any of the Credit Documents to the contrary notwithstanding,
Company, Administrative Agent, Collateral Agent and each Lender hereby agree
that (i) except as set forth in Section 10.4, no Lender shall have any right
individually to realize upon any of the Collateral or to enforce the Guaranty,
it being understood and agreed that all powers, rights and remedies hereunder
may be exercised solely by Administrative Agent, on behalf of Lenders in
accordance with the terms hereof and all powers, rights and remedies under the
Collateral Documents may be exercised solely by Collateral Agent, and (ii) in
the event of a foreclosure by Collateral Agent on any of the Collateral pursuant
to a public or private sale, Collateral Agent or any Lender may be the

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purchaser of any or all of such Collateral at any such sale and Collateral
Agent, as agent for and representative of Secured Parties (but not any Lender or
Lenders in its or their respective individual capacities unless Requisite
Lenders shall otherwise agree in writing) shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any
portion of the Collateral sold at any such public sale, to use and apply any of
the Obligations as a credit on account of the purchase price for any Collateral
payable by Collateral Agent at such sale.

SECTION 10. MISCELLANEOUS

       10.1. NOTICES. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given to a Credit
Party, Syndication Agent, Collateral Agent, Administrative Agent, Swing Line
Lender, Issuing Bank or Documentation Agent, shall be sent to such Person's
address as set forth on Appendix A or in the other relevant Credit Document, and
in the case of any Lender, the address as indicated on the signature page of
such Lender to this Agreement or otherwise indicated to Administrative Agent in
writing. Each notice hereunder shall be in writing and may be personally served,
telexed or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, upon receipt of telefacsimile or
telex, or five Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; PROVIDED, no notice to any Agent shall
be effective until received by such Agent.

       10.2. EXPENSES. Whether or not the transactions contemplated hereby shall
be consummated, Company agrees to pay promptly (a) all the actual and reasonable
costs and expenses of preparation of the Credit Documents and any consents,
amendments, waivers or other modifications thereto; (b) all the costs of
furnishing all opinions by counsel for Company and the other Credit Parties; (c)
the reasonable fees, expenses and disbursements of counsel to Agents (in each
case including allocated costs of internal counsel) in connection with the
negotiation, preparation, execution and administration of the Credit Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by Company; (d) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Collateral
Agent, for the benefit of Lenders pursuant hereto, including filing and
recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums and reasonable fees, expenses and disbursements of
counsel to each Agent and of counsel providing any opinions that any Agent or
Requisite Lenders may request in respect of the Collateral or the Liens created
pursuant to the Collateral Documents; (e) all the actual costs and reasonable
fees, expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by Collateral Agent and its counsel) in
connection with the custody or preservation of any of the Collateral; (g) all
other actual and reasonable costs and expenses

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incurred by each Agent in connection with the syndication of the Loans and
Commitments and the negotiation, preparation and execution of the Credit
Documents and any consents, amendments, waivers or other modifications thereto
and the transactions contemplated thereby; and (h) after the occurrence of a
Default or an Event of Default, all reasonable costs and expenses, including
reasonable attorneys' fees (including allocated costs of internal counsel) and
costs of settlement, incurred by any Agent and Lenders in enforcing any
Obligations of or in collecting any payments due from any Credit Party hereunder
or under the other Credit Documents by reason of such Default or Event of
Default (including in connection with the sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty) or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a "work-out" or pursuant to any insolvency
or bankruptcy cases or proceedings.

       10.3. INDEMNITY. In addition to the payment of expenses pursuant to
Section 10.2, whether or not the transactions contemplated hereby shall be
consummated, each Credit Party agrees to defend (subject to Indemnitees'
selection of counsel), indemnify, pay and hold harmless, each Agent and Lender
and the officers, partners, directors, trustees, employees, agents and
Affiliates of each Agent and each Lender (each, an "INDEMNITEE"), from and
against any and all Indemnified Liabilities; PROVIDED, no Credit Party shall
have any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities arise from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this
Section 10.3 may be unenforceable in whole or in part because they are violative
of any law or public policy, the applicable Credit Party shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them. To the extent permitted by applicable law, no Credit
Party shall assert, and each hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, any Credit Document or any agreement or instrument or
transaction contemplated hereby.

       10.4. SET-OFF. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by each
Credit Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Credit Party or to any other Person (other than
Administrative Agent), any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any
Credit Party to such Lender hereunder, the Letters of Credit and participations
therein and under the other Credit Documents, including all claims of any nature
or description arising out of or connected hereto, the Letters of Credit and

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participations therein or with any other Credit Document, irrespective of
whether or not (a) such Lender shall have made any demand hereunder or (b) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured. Each Credit Party hereby further
grants to Administrative Agent and each Lender a security interest in all
Deposit Accounts maintained with Administrative Agent or such Lender as security
for the Obligations.

       10.5. AMENDMENTS AND WAIVERS.

            (a) REQUISITE LENDERS' CONSENT. Subject to Section 10.5(b) and
10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall in any event be effective without the written concurrence of the Requisite
Lenders.

            (b) AFFECTED LENDERS' CONSENT. Without the written consent of each
Lender (other than a Defaulting Lender) that would be affected thereby, no
amendment, modification, termination, or consent shall be effective if the
effect thereof would:

                 (i) extend the scheduled final maturity of any Loan or Note;

                 (ii) waive, reduce or postpone any scheduled repayment (but not
prepayment);

                 (iii) extend the stated expiration date of any Letter of Credit
beyond the Revolving Commitment Termination Date;

                 (iv) reduce the rate of interest on any Loan (other than any
waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.10) or any fee payable hereunder;

                 (v) extend the time for payment of any such interest or fees;

                 (vi) reduce the principal amount of any Loan or any
reimbursement obligation in respect of any Letter of Credit;

                 (vii) amend, modify, terminate or waive any provision of this
Section 10.5(b) or Section 10.5(c);

                 (viii) amend the definition of "REQUISITE LENDERS" or "PRO RATA
SHARE"; PROVIDED, with the consent of Requisite Lenders, additional extensions
of credit pursuant hereto may be included in the determination of "REQUISITE
LENDERS" or "PRO RATA SHARE" on substantially the same basis as the Tranche B
Term Loan Commitments, the Tranche B Term Loans, the Revolving Commitments and
the Revolving Loans are included on the Closing Date;

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                 (ix) release all or substantially all of the Collateral or all
or substantially all of the Guarantors from the Guaranty except as expressly
provided in the Credit Documents; or

                 (x) consent to the assignment or transfer by any Credit Party
of any of its rights and obligations under any Credit Document.

            (c) OTHER CONSENTS. No amendment, modification, termination or
waiver of any provision of the Credit Documents, or consent to any departure by
any Credit Party therefrom, shall:

                 (i) increase any Revolving Commitment or Tranche B Term Loan
Commitment of any Lender over the amount thereof then in effect without the
consent of such Lender; PROVIDED, no amendment, modification or waiver of any
condition precedent, covenant, Default or Event of Default shall constitute an
increase in any Revolving Commitment or Tranche B Term Loan Commitment of any
Lender;

                 (ii) amend, modify, terminate or waive any provision hereof
relating to Section 2.3, the Swing Line Sublimit or the Swing Line Loans without
the consent (in addition to that of Requisite Lenders) of Swing Line Lender;

                 (iii) amend the definition of "REQUISITE CLASS LENDERS" without
the consent of Requisite Class Lenders of each Class; PROVIDED, with the consent
of the Requisite Lenders, additional extensions of credit pursuant hereto may be
included in the determination of such "REQUISITE CLASS LENDERS" on substantially
the same basis as the Tranche B Term Loan Commitments, the Tranche B Term Loans,
the Revolving Commitments and the Revolving Loans are included on the Closing
Date;

                 (iv) alter the required application of any repayments or
prepayments as between Classes pursuant to Section 2.15 without the consent of
Requisite Class Lenders of each Class which is being allocated a lesser
repayment or prepayment as a result thereof; PROVIDED, Requisite Lenders may
waive, in whole or in part, any prepayment so long as the application, as
between Classes, of any portion of such prepayment which is still required to be
made is not altered;

                 (v) amend, modify, terminate or waive any obligation of Lenders
relating to the Letters of Credit, Section 2.4 or the purchase of participations
in Letters of Credit as provided in Section 2.4(e) without the written consent
(in addition to that of Requisite Lenders) of Administrative Agent and of
Issuing Bank; or

                 (vi) amend, modify, terminate or waive any provision of Section
9 as the same applies to any Agent, or any other provision hereof as the same
applies to the rights or obligations of any Agent, in each case without the
consent of such Agent.

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            (d) EXECUTION OF AMENDMENTS, ETC. Administrative Agent may, but
shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.5
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by a Credit Party, on such Credit Party.

       10.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

            (a) GENERALLY. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party's rights or obligations hereunder nor any interest therein may be
assigned or delegated by any Credit Party without the prior written consent of
all Lenders. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, Affiliates of each of the Agents and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

            (b) REGISTER. Company, Administrative Agent and Lenders shall deem
and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case, unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been delivered to and
accepted by Administrative Agent and recorded in the Register as provided in
Section 10.6(e). Prior to such recordation, all amounts owed with respect to the
applicable Commitment or Loan shall be owed to the Lender listed in the Register
as the owner thereof, and any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is
listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments or
Loans.

            (c) RIGHT TO ASSIGN. Each Lender shall have the right at any time to
sell, assign or transfer all or a portion of its rights and obligations under
this Agreement, including, without limitation, all or a portion of its
Commitment or Loans owing to it or other Obligations (PROVIDED, HOWEVER, that
each such assignment shall be of a uniform, and not varying, percentage of all
rights and obligations under and in respect of any Loan and any related
Commitments):

                 (i) to any Person meeting the criteria of clause (i) of the
definition of the term of "Eligible Assignee" upon the giving of notice to
Company and Administrative Agent; and

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                 (ii) to any Person meeting the criteria of clause (ii) of the
definition of the term of "Eligible Assignee" and, in the case of assignments of
Revolving Loans or Revolving Commitments to any such Person (except in the case
of assignments made by or to GSCP prior to the close of the initial syndication
in the reasonable determination of the Syndication Agent), consented to by each
of Company and Administrative Agent (such consent not to be (x) unreasonably
withheld or delayed or, (y) in the case of Company, required at any time an
Event of Default shall have occurred and then be continuing); PROVIDED, further
each such assignment pursuant to this Section 10.6(c)(ii) shall be in an
aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may
be agreed to by Company and Administrative Agent or as shall constitute the
aggregate amount of the Revolving Commitments and Revolving Loans of the
assigning Lender) with respect to the assignment of the Revolving Commitments
and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed
to by Company and Administrative Agent or as shall constitute the aggregate
amount of the Tranche B Term Loan of the assigning Lender) with respect to the
assignment of Tranche B Term Loans.

            (d) MECHANICS. The assigning Lender and the assignee thereof shall
execute and deliver to Administrative Agent an Assignment Agreement, together
with (i) a processing and recordation fee of $3,500 (except that only one fee
shall be payable in the case of contemporaneous assignments by or to Related
Funds and no such fee shall be payable in connection with any assignment or
transfer by any Lender to any of its Affiliates or to any other existing
Lender), and (ii) such forms, certificates or other evidence, if any, with
respect to United States federal income tax withholding matters as the assignee
under such Assignment Agreement may be required to deliver to Administrative
Agent pursuant to Section 2.20(c).

            (e) NOTICE OF ASSIGNMENT. Upon its receipt of a duly executed and
completed Assignment Agreement, together with the processing and recordation fee
referred to in Section 10.6(d) (and any forms, certificates or other evidence
required by this Agreement in connection therewith), Administrative Agent shall
record the information contained in such Assignment Agreement in the Register,
shall give prompt notice thereof to Company and shall maintain a copy of such
Assignment Agreement.

            (f) REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Each Lender, upon
execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, represents and warrants as of the Closing Date or
as of the applicable Effective Date (as defined in the applicable Assignment
Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and
expertise in the making of or investing in commitments or loans such as the
applicable Commitments or Loans, as the case may be; and (iii) it will make or
invest in, as the case may be, its Commitments or Loans for its own account in
the ordinary course of its business and without a present view to distribution
of such Commitments or Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject
to the provisions of this Section 10.6, the disposition of such Commitments or
Loans or any interests therein shall at all times remain within its exclusive
control).

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            (g) EFFECT OF ASSIGNMENT. Subject to the terms and conditions of
this Section 10.6, as of the "Effective Date" specified in the applicable
Assignment Agreement: (i) the assignee thereunder shall have the rights and
obligations of a "Lender" hereunder to the extent such rights and obligations
hereunder have been assigned to it pursuant to such Assignment Agreement and
shall thereafter be a party hereto and a "Lender" for all purposes hereof; (ii)
the assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned thereby pursuant to such Assignment Agreement,
relinquish its rights (other than any rights which survive the termination
hereof under Section 10.8) and be released from its obligations hereunder (and,
in the case of an Assignment Agreement covering all or the remaining portion of
an assigning Lender's rights and obligations hereunder, such Lender shall cease
to be a party hereto; PROVIDED, anything contained in any of the Credit
Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to
have all rights and obligations thereof with respect to such Letters of Credit
until the cancellation or expiration of such Letters of Credit and the
reimbursement of any amounts drawn thereunder and (z) such assigning Lender
shall continue to be entitled to the benefit of all indemnities hereunder as
specified herein with respect to matters arising out of the prior involvement of
such assigning Lender as a Lender hereunder); (iii) the Commitments shall be
modified to reflect the Commitment of such assignee and any Revolving Commitment
of such assigning Lender, if any; and (iv) if any such assignment occurs after
the issuance of any Note hereunder, the assigning Lender shall, upon the
effectiveness of such assignment or as promptly thereafter as practicable,
surrender its applicable Notes to Administrative Agent for cancellation, and
thereupon Company shall issue and deliver new Notes, if so requested by the
assignee and/or assigning Lender, to such assignee and/or to such assigning
Lender, with appropriate insertions, to reflect the new Revolving Commitments
and/or outstanding Loans of the assignee and/or the assigning Lender.

            (h) PARTICIPATIONS. Each Lender shall have the right at any time to
sell one or more participations to any Person (other than Holdings, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments,
Loans or in any other Obligation. The holder of any such participation, other
than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except with respect to any amendment, modification or waiver that would (i)
extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Revolving Commitment
Termination Date) in which such participant is participating, or reduce the rate
or extend the time of payment of interest or fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal amount thereof, or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by
any Credit Party of any of its rights and obligations under this Agreement or
(iii) release all or substantially all of the Collateral under the Collateral
Documents (except as expressly provided in the Credit Documents) supporting the
Loans

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hereunder in which such participant is participating. The Company agrees that
each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and
2.20 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (c) of this Section; PROVIDED, (i) a
participant shall not be entitled to receive any greater payment under Section
2.19 or 2.20 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with the Company's prior written
consent and (ii) a participant that would be a Non-US Lender if it were a Lender
shall not be entitled to the benefits of Section 2.20 unless the Company is
notified of the participation sold to such participant and such participant
agrees, for the benefit of the Company, to comply with Section 2.20 as though it
were a Lender. To the extent permitted by law, each participant also shall be
entitled to the benefits of Section 10.4 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.17 as though it were a
Lender.

            (i) CERTAIN OTHER ASSIGNMENTS. In addition to any other assignment
permitted pursuant to this Section 10.6, (i) any Lender may assign and pledge
all or any portion of its Loans, the other Obligations owed to such Lender, and
its Notes, if any, to an Eligible Assignee and/or to any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank or otherwise, and (ii) with the consent of Administrative Agent any Lender
which is an investment fund may pledge all or any portion of its Notes, if any,
or Loans to its trustee in support of its obligations to such trustee,
collateral agent or securitization representative; PROVIDED, no Lender, as
between Company and such Lender, shall be relieved of any of its obligations
hereunder as a result of any such assignment and/or pledge, and PROVIDED
FURTHER, in no event shall the applicable Federal Reserve Bank or trustee be
considered to be a "Lender" or be entitled to require the assigning Lender to
take or omit to take any action hereunder.

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

       10.8. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17 and 9.6
shall survive the payment of the Loans, the cancellation or expiration of the
Letters of Credit and the reimbursement of any amounts drawn thereunder, and the
termination hereof.

       10.9. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of

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any default or acquiescence therein, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other power, right or privilege. The rights, powers and remedies given to
each Agent and each Lender hereby are cumulative and shall be in addition to and
independent of all rights, powers and remedies existing by virtue of any statute
or rule of law or in any of the other Credit Documents or any of the Hedge
Agreements. Any forbearance or failure to exercise, and any delay in exercising,
any right, power or remedy hereunder shall not impair any such right, power or
remedy or be construed to be a waiver thereof, nor shall it preclude the further
exercise of any such right, power or remedy.

       10.10. MARSHALLING; PAYMENTS SET ASIDE. Neither any Agent nor any Lender
shall be under any obligation to marshal any assets in favor of any Credit Party
or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Administrative Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

       10.11. SEVERABILITY. In case any provision in or obligation hereunder or
any Note shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

       10.12. OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS. The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitment of any other Lender hereunder. Nothing
contained herein or in any other Credit Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

       10.13. HEADINGS. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

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       10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK)
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

       10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT,
OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT
PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND
LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.

       10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT,

                                      119

<Page>


AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE
DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR
ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

       10.17. CONFIDENTIALITY. Each Lender shall hold all non-public information
regarding Company and its business obtained pursuant to the requirements hereof
in accordance with such Lender's customary procedures for handling confidential
information of such nature, it being understood and agreed by Company that, in
any event, a Lender may make (i) disclosures of such information to Affiliates
of such Lender and for their agents and advisors (and to other persons
authorized by a Lender or Agent to organize, present or disseminate such
information in connection with disclosures otherwise made in accordance with
this Section 10.17) (provided such Affiliates, agents, advisors and other
authorized persons are advised of and agree to be bound by the provisions of
this Section 10.17), (ii) disclosures of such information reasonably required by
any bona fide or potential assignee, transferee or participant in connection
with the contemplated assignment, transfer or participation by such Lender of
any Loans or any participations therein or by any direct or indirect contractual
counterparties (or the professional advisors thereto) in Hedge Agreements
(provided, such counterparties and advisors are advised of and agree to be bound
by the provisions of this Section 10.17 and such information is provided to
assignee, transferee and participants in accordance with such Lender's customary
procedures) or (iii) disclosures required or requested by any governmental
agency or representative thereof or by the NAIC or pursuant to legal process;
PROVIDED, unless specifically prohibited by applicable law or court order, each
Lender shall make reasonable efforts to notify Company of any request by any
governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine
examination of such Lender by such governmental agency) for disclosure of any
such non-public information prior to disclosure of such information.

       10.18. USURY SAVINGS CLAUSE. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the

                                      120

<Page>


outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect. In
addition, if when the Loans made hereunder are repaid in full the total interest
due hereunder (taking into account the increase provided for above) is less than
the total amount of interest which would have been due hereunder if the stated
rates of interest set forth in this Agreement had at all times been in effect,
then to the extent permitted by law, Company shall pay to Administrative Agent
an amount equal to the difference between the amount of interest paid and the
amount of interest which would have been paid if the Highest Lawful Rate had at
all times been in effect. Notwithstanding the foregoing, it is the intention of
Lenders and Company to conform strictly to any applicable usury laws.
Accordingly, if any Lender contracts for, charges, or receives any consideration
which constitutes interest in excess of the Highest Lawful Rate, then any such
excess shall be cancelled automatically and, if previously paid, shall at such
Lender's option be applied to the outstanding amount of the Loans made hereunder
or be refunded to Company.

       10.19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

       10.20. EFFECTIVENESS. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
Company and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


                                      121

<PAGE>


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

                                         THE WILLIAM CARTER COMPANY


                                         By: /s/ MICHAEL D. CASEY
                                            ------------------------------------
                                            Name:
                                            Title:


                                         CARTER HOLDINGS, INC.


                                         By: /s/ MICHAEL D. CASEY
                                            ------------------------------------
                                            Name:
                                            Title:


                                         CARTER'S DE SAN PEDRO, INC.


                                         By: /s/ MICHAEL D. CASEY
                                            ------------------------------------
                                            Name:
                                            Title:


                                         CARTER'S IMAGINATION, INC.


                                         By: /s/ MICHAEL D. CASEY
                                            ------------------------------------
                                            Name:
                                            Title:


                                      S-1

<Page>


                                         GOLDMAN SACHS CREDIT PARTNERS L.P.
                                         as Lead Arranger, Syndication Agent
                                         and a Lender


                                         By: /s/ ELIZABETH FISCHER
                                            ------------------------------------
                                            Authorized Signatory









                                      S-2

<Page>




                                         FLEET NATIONAL BANK,
                                         as Administrative Agent, Collateral
                                         Agent, Swing Line Lender, Issuing Bank
                                         and a Lender


                                         By: /s/ SUSAN PARDUS-GALLAND
                                            ------------------------------------
                                            Name:  SUSAN PARDUS-GALLAND
                                            Title: DIRECTOR







                                      S-3

<PAGE>



                                   BNP PARIBAS,
                                   as Documentation Agent and a Lender


                                   By: /s/ M. Finkelman
                                       --------------------------------------
                                       Name:  M. Finkelman
                                       Title: Managing Director


                                   By: /s/ Joseph D. Catarina
                                       ---------------------------------------
                                       Name:  Joseph D. Catarina
                                       Title: Vice President, Merchant Banking





                                      S-4

<PAGE>

                                            CIT LENDING SERVICES CORPORATION
                                            (ILLINOIS),
                                            as a Lender

                                            By: /s/ John P. Sirico, II
                                                ----------------------------
                                                Name:  John P. Sirico, II
                                                Title: Vice President


                                      S-5

<PAGE>

                                            GMAC BUSINESS CREDIT, LLC,
                                            as a Lender

                                            By: /s/ W. Wakefield Smith
                                                ----------------------------
                                                Name:  W. Wakefield Smith
                                                Title: Director


                                      S-6

<PAGE>

                                            HELLER FINANCIAL, INC.,
                                            as a Lender

                                            By: HELLER FINANCIAL ASSET
                                            MANAGEMENT, LLC
                                            Authorized Agent

                                            By: /s/ Sheila C. Weimar
                                                ----------------------------
                                                Name:  Sheila C. Weimar
                                                Title: Vice President


                                      S-7

<PAGE>

                                            JUPITER FUNDING TRUST,
                                            as a Lender

                                            By: /s/ Ann E. Morris
                                                ----------------------------
                                                Name:  Ann E. Morris
                                                Title: Authorized Agent


                                      S-8

<PAGE>

                                            WINGED FOOT FUNDING TRUST,

                                            By: /s/ Ann E. Morris
                                                ----------------------------
                                                Name:  Ann E. Morris
                                                Title: Authorized Agent


                                      S-9

<PAGE>

                                            THE PROVIDENT BANK,
                                            as a Lender

                                            By: /s/ Christopher B. Gribble
                                                ----------------------------
                                                Name:  Christopher B. Gribble
                                                Title: Vice President


                                      S-10

<PAGE>

                                            TRANSAMERICA BUSINESS CAPITAL
                                            CORPORATION,
                                            as a Lender

                                            By: /s/ Stephen K. Goetschlus
                                                ----------------------------
                                                Name:  Stephen K. Goetschlus
                                                Title: Senior Vice President


                                      S-11

<PAGE>

                                            KZH RIVERSIDE, LLC,
                                            as a Lender

                                            By: /s/ Susan Lee
                                                ----------------------------
                                                Name:  Susan Lee
                                                Title: Authorized Agent


                                      S-12

<PAGE>

                                            KZH CNC LLC,
                                            as a Lender

                                            By: /s/ Susan Lee
                                                ----------------------------
                                                Name:  Susan Lee
                                                Title: Authorized Agent


                                      S-13

<PAGE>

                                            KZH SHOSHONE LLC,
                                            as a Lender

                                            By: /s/ Susan Lee
                                                ----------------------------
                                                Name:  Susan Lee
                                                Title: Authorized Agent


                                      S-14

<PAGE>

                                                                      APPENDIX A
                                                TO CREDIT AND GUARANTY AGREEMENT


                                NOTICE ADDRESSES

                           THE WILLIAM CARTER COMPANY

                           CARTER HOLDINGS, INC.

                           CARTER'S DE SAN PEDRO, INC.

                           CARTER'S IMAGINATION, INC.

                           Notice Address for all four companies;

                                    1590 Adamson Pkwy.

                                    Suite 400

                                    Morrow, GA  30260

                                    Attention:       Mike Casey

                                    Telecopier:      (770) 960-1556

                           in each case, with a copy to:

                                    Berkshire Partners

                                    One Boston Place

                                    Boston, MA  02108-6105

                                    Attention:       Ross Jones

                                    Telecopier:      (617) 227-6105



                                  Appendix A-1

<Page>


                           and

                                    Ropes & Gray

                                    One International Place

                                    Boston, MA  02110-2624

                                    Attention:       Philip Smith, Esq.

                                    Telecopier:      (617) 951-7050






                                  Appendix A-2

<PAGE>


                           GOLDMAN SACHS CREDIT PARTNERS L.P.,

                            as Lead Arranger, Syndication Agent and a Lender

                                    Goldman Sachs Credit Partners L.P.

                                    85 Broad Street

                                    New York, New York  10004

                                    Attention:  Elizabeth Fischer

                                    Telecopier:  (212) 357-9110



                           with a copy to:

                                    Goldman Sachs Credit Partners L.P.

                                    85 Broad Street

                                    New York, New York  10004

                                    Attention: John Makrinos

                                    Telecopier:  (212) 357-4597


                                  Appendix A-3

<Page>


                           FLEET NATIONAL BANK,

                           as Administrative Agent, Collateral Agent,

                           Swing Line Lender, Issuing Bank and a Lender

                           Administrative Agent's Principal Office:

                                    Fleet National Bank

                                    100 Federal Street

                                    Boston, MA  02110

                                    Attention:       Susan Lynn Pardus-Gallard

                                    Telecopier:      (617) 434-6685



                           Swing Line Lender's Principal Office:

                                    Fleet National Bank

                                    100 Federal Street

                                    Boston, MA  02110

                                    Attention:       Susan Lynn Pardus-Gallard

                                    Telecopier:      (617) 434-6685



                           Issuing Bank's Principal Office:

                                    Fleet National Bank

                                    100 Federal Street

                                    Boston, MA  02110

                                    Attention:       Susan Lynn Pardus-Gallard


                                  Appendix A-4

<Page>


                                    Telecopier:      (617) 434-6685



                           in each case, with a copy to:

                                    Bingham Dana LLP

                                    150 Federal Street

                                    Boston, MA  02110

                                    Attention:       Robert Barry, Esq.

                                    Telecopier:      (617) 951-8736





                                  Appendix A-5

<PAGE>


                           BNP PARIBAS,

                           as Documentation Agent and a Lender

                                    BNP Paribas

                                    787 Seventh Avenue, 32nd Floor

                                    New York, NY  10019

                                    Attention:       Nathalie Deswarte

                                    Telecopier:      (212) 841-2861


                           with a copy to:

                                    BNP Paribas

                                    787 Seventh Avenue, 32nd Floor

                                    New York, NY  10019

                                    Attention:       Michael Finkelman

                                    Telecopier:      212-841-3065


                           with a copy to:

                                    BNP Paribas

                                    787 Seventh Avenue, 32nd Floor

                                    New York, NY  10019

                                    Attention:       Jonathan Tepper

                                    Telecopier:      212-841-2363



                                  Apendix A-6