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                                                                   EXHIBIT 10(W)

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                      SENIOR SUBORDINATED CREDIT AGREEMENT

                                      among

                              SUPERIOR/ESSEX CORP.,
                                  as Borrower,

                             SUPERIOR TELECOM INC.,
                                   as Parent,

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                     THE LENDING INSTITUTIONS LISTED HEREIN,

                         FLEET CORPORATE FINANCE, INC.,
                              as SYNDICATION AGENT,

                                       and

                             BANKERS TRUST COMPANY,
                             as ADMINISTRATIVE AGENT

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

                            Dated as of May 26, 1999

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

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                              TABLE OF CONTENTS

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                                                                          ----

1.  AMOUNT AND TERMS OF CREDIT.............................................1
      1.01.  The Commitments...............................................1
      1.02.  Amount of Borrowing...........................................1
      1.03.  Disbursement of Funds.........................................1
      1.04.  Notes.........................................................2
      1.05.  Pro Rata Borrowings...........................................3
      1.06.  Interest......................................................3
      1.07.  Increased Costs, Illegality, etc..............................3
      1.08.  Compensation..................................................6
      1.09.  Change of Lending Office......................................6
      1.10.  Replacement Lenders...........................................6
      1.11.  Fees..........................................................7
      1.12   Interest Periods..............................................7

2.  PREPAYMENTS; PAYMENTS; TAXES...........................................8
      2.01.  Voluntary Prepayments.........................................8
      2.02.  Mandatory Offers to Prepay and Mandatory Prepayments..........9
      2.03.  Notice and Procedures........................................12
      2.04.  Method and Place of Payment..................................14
      2.05.  Notation of Payment..........................................14
      2.06.  Net Payments.................................................14

3.  CONDITIONS PRECEDENT TO THE BORROWING DATE............................17
      3.01.  Execution of Agreement; Notes................................17
      3.02.  No Default; Representations and Warranties...................17
      3.03.  Officers' Certificate........................................17
      3.04.  Opinions of Counsel..........................................17
      3.05.  Corporate Proceedings........................................17
      3.06.  Adverse Change, etc..........................................18
      3.07.  Litigation...................................................18
      3.08.  Approvals....................................................18
      3.09.  Payment of Fees..............................................18
      3.10.  Margin Regulations...........................................18

4.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS............................19
      4.01.  Corporate Status.............................................19
      4.02.  Corporate Power and Authority................................19


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                                                                         Page
                                                                         ----

      4.03.  No Violation.................................................19
      4.04.  Use of Proceeds..............................................19
      4.05.  Governmental Approvals.......................................19
      4.06.  Investment Company Act; Public Utility Holding Company
               Act........................................................20
      4.07.  True and Complete Disclosure.................................20
      4.08.  Financial Condition; Financial Statements....................20
      4.09.  Compliance with ERISA........................................21
      4.10.  Subsidiaries.................................................22
      4.11.  Intellectual Property........................................23
      4.12.  Compliance with Statutes, etc................................23
      4.13.  Environmental Matters........................................23
      4.14.  Properties...................................................24
      4.15.  Labor Relations..............................................24
      4.16.  Tax Returns and Payments.....................................25
      4.17.  Year 2000....................................................25

5.  AFFIRMATIVE COVENANTS.................................................26
      5.01.  Information Covenants........................................26
      5.02.  Books, Records and Inspections...............................28
      5.03.  Insurance....................................................28
      5.04.  Payment of Taxes.............................................28
      5.05.  Compliance with Statutes, etc................................29
      5.06.  Corporate Franchises.........................................29
      5.07.  Good Repair..................................................29
      5.08.  Year 2000....................................................29
      5.09.  Exchange Notes; Shelf Registration...........................30

6.  NEGATIVE COVENANTS....................................................30
      6.01.  Indebtedness.................................................30
      6.02.  Restricted Payments..........................................33
      6.03.  Asset Sales..................................................37
      6.04.  Limitation on Dividend and Other Payment Restrictions
               Affecting Subsidiaries.....................................38
      6.05.  Liens........................................................39
      6.06.  Senior Subordinated Debt.....................................39
      6.07.  Merger, Consolidation and Sale of Assets.....................39
      6.08.  Transactions with Affiliates.................................41
      6.09.  Additional Guarantees........................................42
      6.10.  Designation of Unrestricted Subsidiaries.....................42
      6.11.  Conduct of Business..........................................43
      6.12.  Limitation of Activities of Parent...........................43


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                                                                         Page
                                                                         ----

7.  EVENTS OF DEFAULT.....................................................43
      7.01.  Failure to Make Payments When Due............................43
      7.02.  Breach of Representations, etc...............................43
      7.03.  Breach of Covenants..........................................44
      7.04.  Default Under Other Agreements...............................44
      7.05.  Judgments....................................................44
      7.06.  Bankruptcy...................................................44
      7.07.  Guarantees...................................................45
      7.08.  Remedies.....................................................45

8.  SUBORDINATION.........................................................46
      8.01.  Obligations Subordinated to Senior Indebtedness..............46
      8.02.  Suspension of Payment When Senior Indebtedness Is in
               Default....................................................47
      8.03.  Loans Subordinated to Prior Payment of All Senior
               Indebtedness on Dissolution, Liquidation or
               Reorganization of Borrower.................................48
      8.04.  Lenders to Be Subrogated to Rights of Holders of Senior
               Indebtedness...............................................50
      8.05.  Obligations of the Borrower Unconditional....................50
      8.06.  Administrative Agent Entitled to Assume Payments Not
               Prohibited in Absence of Notice............................51
      8.07.  Application by Administrative Agent of Assets Deposited
               with It....................................................51
      8.08.  No Waiver of Subordination Provisions........................52
      8.09.  Lenders Authorize Administrative Agent to Effectuate
               Subordination of Loans.....................................52
      8.10.  Right of Administrative Agent and Lenders to Hold
               Senior Indebtedness........................................53
      8.11.  This Section 8 Not to Prevent Events of Default..............53
      8.12.  No Fiduciary Duty of Administrative Agent to Holders of
               Senior Indebtedness........................................53
      8.13.  Effect on Senior Indebtedness................................53

9.  DEFINITIONS AND ACCOUNTING TERMS......................................53
      9.01.  Defined Terms................................................53

10.  THE AGENTS...........................................................83
      10.01. Appointment..................................................83
      10.02. Delegation of Duties.........................................84
      10.03. Exculpatory Provisions.......................................84
      10.04. Reliance by Agents...........................................84
      10.05. Notice of Default............................................85
      10.06. Nonreliance on Agents and Other Lenders......................85


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                                                                         Page
                                                                         ----

      10.07. Indemnification..............................................86
      10.08. Agents in Their Individual Capacity..........................86
      10.09. Holders......................................................86
      10.10. Resignation of the Administrative Agent; Successor
               Administrative Agent.......................................87

11.  MISCELLANEOUS........................................................87
      11.01. Payment of Expenses, etc.....................................87
      11.02. Right of Setoff..............................................88
      11.03. Notices......................................................88
      11.04. Benefit of Agreement.........................................88
      11.05. No Waiver; Remedies Cumulative...............................90
      11.06. Payments Pro Rata............................................90
      11.07. Calculations; Computations...................................91
      11.08. Governing Law; Submission to Jurisdiction; Venue.............91
      11.09. Counterparts.................................................92
      11.10. Effectiveness................................................92
      11.11. Headings Descriptive.........................................92
      11.12. Amendment or Waiver; etc.....................................92
      11.13. Survival.....................................................94
      11.14. Domicile of Loans............................................94
      11.15. Register.....................................................94
      11.16. Confidentiality..............................................94
      11.17. Waiver of Jury Trial.........................................95
      11.18. DNE Systems..................................................95

12.  GUARANTEE............................................................96
      12.01. The Guarantee................................................96
      12.02. Nature of Liability..........................................97
      12.03. Independent Obligation.......................................98
      12.04. Authorization................................................98
      12.05. Reliance.....................................................99
      12.06. Subordination................................................99
      12.07. Waiver......................................................100
      12.08. Release of Guarantee........................................100


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ANNEX A           Registration Rights Provisions

SCHEDULE I        Commitments
SCHEDULE II       Lender Addresses
SCHEDULE III      Real Property
SCHEDULE IV       Subsidiaries
SCHEDULE V        Existing Indebtedness
SCHEDULE VI       Financial Condition
SCHEDULE VII      Environmental Matters
SCHEDULE VIII     Existing Investments
SCHEDULE IX       Tax Returns and Payments
SCHEDULE X        Essex Capital Lease Facility Liens
SCHEDULE XI       Credit Party Addresses

EXHIBIT A-1       Form of Senior Subordinated Term A Note
EXHIBIT A-2       Form of Senior Subordinated Term B Note
EXHIBIT B         Form of Section 2.06(b)(ii) Certificate
EXHIBIT C         Form of Opinion of Proskauer Rose LLP, Special Counsel to the
                   Credit Parties
EXHIBIT D         Form of Officers' Certificate
EXHIBIT E         Form of Assignment and Assumption Agreement


                                      -v-
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            SENIOR SUBORDINATED CREDIT AGREEMENT, dated as of May 26, 1999,
among SUPERIOR/ESSEX CORP., a Delaware corporation (the "Borrower"), SUPERIOR
TELECOM INC., a Delaware corporation (the "Parent"), the Subsidiary Guarantors
named herein (the "Guarantors"), the Lenders party hereto from time to time,
FLEET CORPORATE FINANCE, INC., as Syndication Agent, and BANKERS TRUST COMPANY,
as Administrative Agent (all capitalized terms used herein and defined in
Section 9 are used herein as therein defined).

                              W I T N E S S E T H :

            WHEREAS, the Borrower desires to refinance in full the obligations
under the Senior Subordinated Credit Agreement, dated as of November 27, 1998,
among the Borrower, the Parent, the Guarantors, the lenders party thereto, the
Syndication Agent and the Administrative Agent (the "Existing Floating Rate
Facility);

            WHEREAS, subject to and upon the terms and conditions set forth
herein, the Lenders are willing to make available to the Borrower the Loans
provided for herein for such purpose;

            NOW, THEREFORE, IT IS AGREED:

            1. AMOUNT AND TERMS OF CREDIT.

            1.01. The Commitments. Subject to and upon the terms and conditions
set forth herein, each Lender with a Term A Loan Commitment severally agrees to
make a senior subordinated term loan (each a "Term A Loan") to the Borrower and
each Lender with a Term B Loan Commitment severally agrees to make a senior
subordinated term loan (each a "Term B Loan" and, together with the Term A
Loans, the "Loans") to the Borrower, which Loans (i) only may be incurred by the
Borrower on the Borrowing Date and (ii) shall be made by each such Lender in
that aggregate principal amount which does not exceed the Commitment of such
Lender on the Borrowing Date. Once repaid, Loans incurred hereunder may not be
reborrowed.

            1.02. Amount of Borrowing. The Borrowing of the Loans will be in a
maximum aggregate amount of $200,000,000 made available in a single Borrowing on
the Borrowing Date.

            1.03. Disbursement of Funds. No later than 12:00 Noon (New York
time) on the Borrowing Date, each Lender with a Commitment will make available
its pro rata portion (determined in accordance with Section 1.05) of the Loans.
All such amounts will be made available in Dollars and in immediately available
funds at the Payment Office, and the Administrative Agent will promptly make
available to the Borrower at the Payment Office the aggregate of the amounts so
made available by the Lenders. Unless the Administrative Agent shall have been
notified by any Lender prior to the Borrowing Date that such

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Lender does not intend to make available to the Administrative Agent such
Lender's portion of the Borrowing to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on the Borrowing Date and the Administrative Agent may (but
shall not be obligated to), in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover on demand from such Lender or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Lender, at the overnight Federal Funds Rate and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.06. Nothing in this Section 1.03 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any failure by such Lender to make Loans hereunder.

            1.04. Notes. (a) The Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Lender shall be set forth in the
Register maintained by the Administrative Agent pursuant to Section 11.15 and
shall, if requested by any Lender, also be evidenced by a promissory note duly
executed and delivered by the Borrower and the Guarantors, in the case of the
Term A Loan, substantially in the form of Exhibit A-1, and in the case of the
Term B Loan, in the form of Exhibit A-2, in each case, with blanks appropriately
completed in conformity herewith (each a "Note" and, collectively, the "Notes").

            (b) The Note issued to each Lender shall (i) be executed by the
Borrower and the Guarantors, (ii) be payable to such Lender or its registered
assigns and be dated the Borrowing Date, (iii) be in a stated principal amount
equal to the Loans made by such Lender on the Borrowing Date and be payable in
the outstanding principal amount of Loans evidenced thereby, (iv) mature on the
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.06, (vi) be subject to voluntary prepayment as provided in Section
2.01, mandatory repayments as provided in Sections 2.02(c) and (d) and mandatory
offers to prepay as provided in Section 2.02(a) and (b), and (vii) be entitled
to the benefits of this Agreement and the other Credit Documents.

            (c) Each Lender will note on its internal records the amount of the
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its


                                      -2-
<PAGE>

Notes endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby. Failure to make any such notation or any error in such
notation shall not affect the Borrower's obligations in respect of such Loans.

            1.05. Pro Rata Borrowings. All Borrowings of the Term A Loan and
Term B Loan under this Agreement shall be incurred from the Lenders pro rata on
the basis of their Term A Loan Commitments and Term B Loan Commitments, as the
case may be. It is understood that no Lender shall be responsible for any
default by any other Lender of its obligation to make Loans hereunder and that
each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans
hereunder.

            1.06. Interest. (a) The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Loan from the date of Borrowing thereof
until the maturity thereof (whether by acceleration or otherwise) at a rate per
annum equal to the then applicable Interest Rate.

            (b) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the rate which
is 2% in excess of the rate then borne by such Loans. Interest which accrues
under this Section 1.06(b) shall be payable on demand.

            (c) Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Loan, quarterly in arrears on each Interest Payment Date and
(ii) in respect of each Loan, on any repayment or prepayment (on the amount
repaid or prepaid), at maturity (whether by acceleration or otherwise) and,
after such maturity, on demand.

            (d) Upon each Interest Determination Date, the Administrative Agent
shall determine the Interest Rate applicable to the Term A Loan and the Term B
Loan and shall promptly notify the Borrower and the applicable Lenders thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

            1.07. Increased Costs, Illegality, etc. (a) In the event that (x) in
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Lender shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

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


                                      -3-
<PAGE>

            (ii) at any time, that such Lender shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any LIBOR Loans (other than any increased cost or reduction in the amount
      received or receivable resulting from the imposition of or a change in the
      rate of net income taxes or similar charges) because of (x) any change
      since the date of this Agreement in any applicable law, governmental rule,
      regulation, guideline, order or request (whether or not having the force
      of law), or in the interpretation or administration thereof and including
      the introduction of any new law or governmental rule, regulation,
      guideline, order or request (such as, for example, but not limited to, a
      change in official reserve requirements) and/or (y) other circumstances
      affecting such Lender or the position of such Lender in such market; or

            (iii) at any time since the date of this Agreement, that the making
      or continuance of any LIBOR Loan has become unlawful by compliance by such
      Lender in good faith with any law, governmental rule, regulation,
      guideline or order (or would conflict with any such governmental rule,
      regulation, guideline or order not having the force of law but with which
      such Lender customarily complies even though the failure to comply
      therewith would not be unlawful), or has become impracticable as a result
      of a contingency occurring after the date of this Agreement which
      materially and adversely affects LIBOR;

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) within five Business Days after any such
event and (y) within five Business Days of the date on which such event no
longer exists give notice (by telephone confirmed in writing) to the Borrower
and (except in the case of clause (i)) to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Lenders). Thereafter, (x) in the case of clause (i) above,
LIBOR Loans shall no longer be available until such time as the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise
to such notice by the Administrative Agent no longer exist (which notice the
Administrative Agent shall endeavor to give promptly after any express
determination thereof by the Administrative Agent), and the Loans will be
converted from LIBOR Loans to Alternate Base Rate Loans, (y) in the case of
clause (ii) above, the Borrower shall pay to such Lender, upon written demand
therefor (accompanied by the written notice referred to below), such additional
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 shall be required to compensate such Lender for such increased
costs or reductions in amounts received or receivable hereunder (a written
notice as to the additional amounts owed to such Lender, showing the basis for
the calculation thereof, submitted to the Borrower by such Lender shall, absent
manifest error, be final and conclusive and binding upon all parties hereto) and
(z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Sec-


                                      -4-
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tion 1.07(b) as promptly as possible and, in any event, within the time period
required by law.

            (b) At any time that any LIBOR Loan is affected by the circumstances
described in Section 1.07(a)(ii) or (iii), the Borrower may (and in the case of
a LIBOR Loan affected pursuant to Section 1.07(a)(iii) the Borrower shall)
either (i) if the affected LIBOR Loan is then being made pursuant to a
Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Lender pursuant to Section 1.07(a)(ii) or (iii)), or
(ii) if the affected LIBOR Loan is then outstanding, upon at least two Business
Days' notice to the Administrative Agent, require the affected Lender to convert
each such LIBOR Loan into an Alternate Base Rate Loan (which conversion, in the
case of the circumstances described in Section 1.07(a)(iii), shall occur no
later than the last day of the Interest Period then applicable to such LIBOR
Loan (or such earlier date as shall be required by applicable law)); provided
that if more than one Lender is affected at any time, then all affected Lenders
must be treated the same pursuant to this Section 1.07(b).

            (c) If any Lender shall have determined that the adoption or
effectiveness of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change 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 such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, in each case, after the
date of this Agreement, has or would have the effect of reducing the rate of
return on such Lender's or such other corporation's capital or assets as a
consequence of such Lender's Commitments or obligations hereunder to a level
below that which such Lender or such other corporation could have achieved but
for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's or such other corporation's policies with respect to
capital adequacy), then from time to time, upon written demand by such Lender
(with a copy to the Administrative Agent), accompanied by the notice referred to
in the last sentence of this clause (c), the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such other
corporation for such reduction. Each Lender, upon determining in good faith that
any additional amounts will be payable pursuant to this Section 1.07(c), will
give prompt written notice thereof to the Borrower, which notice shall set forth
the basis of the calculation of such additional amounts, although the failure to
give any such notice shall not release or diminish the Borrower's obligations to
pay additional amounts pursuant to this Section 1.07(c) upon the subsequent
receipt of such notice.

            1.08. Compensation. The Borrower shall compensate each Lender,
promptly upon its written request (which request shall set forth the basis for
requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limita-


                                      -5-
<PAGE>

tion, any loss, expense or liability incurred by reason of the liquidation or
reemployment of deposits or other funds required by such Lender to fund its
LIBOR Loans but excluding loss of anticipated profit with respect to any LIBOR
Loans) which such Lender may sustain: (i) if any repayment (including any
repayment made pursuant to Section 2.01 or 2.02 or as a result of an
acceleration of the Loans pursuant to Section 7) or conversion of any LIBOR
Loans occurs on a date which is not the last day of an Interest Period
applicable thereto; (ii) if any prepayment of any LIBOR Loans is not made on any
date specified in a notice of prepayment given by the Borrower; or (iii) as a
consequence of (x) any other default by the Borrower to repay its LIBOR Loans
when required by the terms of this Agreement or (y) an election made pursuant to
Section 1.07(b). It is further understood and agreed that if any repayment of
LIBOR Loans pursuant to Section 2.01 or any conversion of LIBOR Loans in either
case occurs on a date which is not the last day of an Interest Period applicable
thereto, such repayment or conversion shall be accompanied by any amounts owing
to any Lender pursuant to this Section 1.08.

            1.09. Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.07(a)(ii) or
(iii), 1.07(c) or 2.06 with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such
event; provided that such designation is made on such terms that, in the sole
judgment of such Lender, such Lender and its lending office suffer no economic,
legal or regulatory disadvantage, with the object of avoiding the consequences
of the event giving rise to the operation of any such Section. Nothing in this
Section 1.09 shall affect or postpone any of the obligations of the Borrower or
the right of any Lender provided in Section 1.07 or 2.06.

            1.10. Replacement Lenders. (x) Upon the occurrence of any event
giving rise to the operation of Section 1.07(a)(ii) or (iii), Section 1.07(c) or
Section 2.06 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders or (y) in the case of a refusal by a Lender to consent to a
proposed change, waiver, discharge or termination with respect to this Agreement
which has been approved by the Required Lenders as provided in Section 11.12,
the Borrower shall have the right, if no Default or Event of Default then exists
or, in the case of clause (y) above, would exist after giving effect to such
replacement, to replace such Lender (the "Replaced Lender") with one or more
other Eligible Transferees (collectively, the "Replacement Lender"), each of
whom shall be acceptable to the Administrative Agent; provided that (i) at the
time of any replacement pursuant to this Section 1.10, the Replacement Lender
shall enter into one or more Assignment and Assumption Agreements pursuant to
Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to
be paid by the Replacement Lender) pursuant to which the Replacement Lender
shall acquire the outstanding Loans of the Replaced Lender and, in connection
therewith, shall pay to the Replaced Lender in respect thereof an amount equal
to the sum of


                                      -6-
<PAGE>

(A) an amount equal to the principal of, and all accrued interest on, all
outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued,
but theretofore unpaid, fees owing to the Replaced Lender, and (ii) all
obligations of the Borrower then owing to the Replaced Lender (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid, but including all
amounts, if any, owing under Section 1.08) shall be paid in full to such
Replaced Lender, concurrently with such replacement. Upon the execution of the
respective Assignment and Assumption Agreements, the payment of amounts referred
to in clauses (i) and (ii) above, recordation of the assignment on the Register
by the Administrative Agent pursuant to Section 11.15 and, if so requested by
the Replacement Lender, of the appropriate Note or Notes executed by the
Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement (including, without
limitation, Sections 1.07, 1.08, 2.06, 11.01 and 11.06), which shall survive as
to such Replaced Lender.

            1.11. Fees. On the Nine-Month Trigger Date, the Borrower shall pay
to the Administrative Agent for the account of the Lenders pro rata on the basis
of their Percentages, a fee of $6,000,000, less the amount of any prepayment
premium paid by the Borrower to the Lenders prior to the Nine-Month Trigger Date
pursuant to Section 2.02 (the "Nine-Month Fee"); provided, however, that the
Borrower may by written notice to the Administrative Agent postpone payment of
the Nine-Month Fee by no more than fifteen (15) calendar days if the Borrower
has, and represents in such notice that it has, printed and distributed offering
circulars (including any preliminary prospectus or preliminary offering
circular) to investors in connection with a good faith Qualified Offering.

            1.12. Interest Periods. In connection with LIBOR Loans, the Borrower
may upon written notice to Administrative Agent that is received no later than
11:00 A.M. (New York time) at least three London Banking Days in advance of the
expiration of the preceding Interest Period, select an interest period (each an
"Interest Period") to be applicable to all LIBOR Loans, which Interest Period
shall be, at the Borrower's option, either a one, three or six month period;
provided that:

            (i) the initial Interest Period for each LIBOR Loan shall commence
      on the Borrowing Date;

            (ii) in the case of immediately successive Interest Periods
      applicable to LIBOR Loans, each successive Interest Period shall commence
      on the day on which the next preceding Interest Period expires;

            (iii) 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; provided that, if any Interest Period would
      otherwise expire on a day that is not


                                      -7-
<PAGE>

      a Business Day but is a day of the month after which no further Business
      Day occurs in such month, such Interest Period shall expire on the next
      preceding Business Day;

            (iv) 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 end on the last Business Day of a calendar month;

            (v) in the event Borrower fails to specify an Interest Period for
      the LIBOR Loans in a written notice to Administrative Agent that is
      received no later than 11:00 A.M. (New York time) at least three London
      Banking Days in advance of the expiration of the preceding Interest
      Period, Borrower shall be deemed to have selected the same Interest Period
      as the immediately preceding Interest Period; and

            (vi) no Interest Period in respect of the LIBOR Loans shall extend
      beyond the Maturity Date;

provided, further, that the Interest Period for all Loans from the Borrowing
Date until 60 days after the Borrowing Date has occurred may be seven days if
the Borrower shall have provided written notice thereof to the Administrative
Agent at least three Business Days prior to the expiration of the preceding
Interest Period.

            2. PREPAYMENTS; PAYMENTS; TAXES.

            2.01. Voluntary Prepayments. The Borrower shall have the right to
prepay the Loans at any time and from time to time on the following terms and
conditions:

            (i) prior to payment of the Nine-Month Fee, the Borrower may prepay
      the Loans, in whole and not in part, (A) if solely out of the proceeds of
      a Qualified Offering, at 100% of the principal amount thereof, plus
      accrued and unpaid interest, if any, to the date of repayment, and (B) in
      all other circumstances, at 103% of the principal amount thereof plus
      accrued and unpaid interest, if any, to the date of prepayment; provided,
      however, that if the Borrower shall have notified the Take-Out Banks of
      its intent to proceed with a Qualified Offering on a best efforts basis
      and either or both of the Take-Out Banks shall have notified the Borrower
      in writing that it or they elect(s) not to participate in such Qualified
      Offering, then the Borrower may prepay the Loans out of the net proceeds
      of any such offering on a best efforts basis, in whole and not in part, at
      100% of the principal amount thereof, plus accrued and unpaid interest, if
      any, to the date of repayment.

            (ii) on and after payment of the Nine-Month Fee, the Borrower may
      prepay the Loans, without premium or penalty, in whole or in part, at 100%
      of the


                                      -8-
<PAGE>

      principal amount thereof plus accrued and unpaid interest, if any, to the
      date of prepayment;

            (iii) the Borrower shall give the Administrative Agent prior to 2:00
      p.m. (New York time) at the Notice Office at least three Business Days'
      prior written notice (or telephonic notice promptly confirmed in writing)
      of its intent to prepay the Loans ("Notice of Voluntary Prepayment") and
      the amount of such prepayment, which notice the Administrative Agent shall
      promptly transmit to each of the Lenders; and

            (iv) without in any way limiting the obligation of the Borrower to
      confirm in writing any telephonic notice of any prepayment of the Loans,
      the Administrative Agent may act without liability upon the basis of
      telephonic notice of such prepayment believed by the Administrative Agent
      in good faith to be from the chairman of the board, the chief executive
      officer, the president, the chief financial officer, the treasurer or any
      assistant treasurer of the Borrower, or from any other authorized officer
      of the Borrower designated in writing by any of the foregoing officers of
      the Borrower to the Administrative Agent as being authorized to give such
      notices, prior to receipt of written confirmation. The Borrower hereby
      waives the right to dispute the Administrative Agent's record of the terms
      of such telephonic notice of such prepayment of Loans absent manifest
      error.

            2.02. Mandatory Offers to Prepay and Mandatory Prepayments.

            (a) Prepayments from Asset Sale. Upon the consummation of an Asset
Sale, the Borrower shall apply, or cause a Restricted Subsidiary to apply, the
Net Cash Proceeds relating to such Asset Sale within 365 days of receipt
thereof, or such later date if prior to such 365th day the Borrower or a
Restricted Subsidiary shall have entered into a binding agreement to so use such
Net Cash Proceeds within 180 days after the date of such agreement, either (A)
to repay any Senior Indebtedness of the Borrower, (B) to reinvest in assets
(including Capital Stock of a Person that directly or indirectly owns assets) of
a kind used or usable in the business of the Company and its Restricted
Subsidiaries as, or related or incidental to such business, conducted on the
Borrowing Date (hereinafter referred to as "Replacement Assets") or (C) a
combination of repayment and investment permitted by the foregoing clauses (A)
and (B). On the 366th day after an Asset Sale or such earlier date, if any, as
the Board of Directors of the Borrower or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (A), (B) and (C) of the next preceding sentence, or such later
date (which date shall not be later than the 180th day after the date of the
binding agreement referred to in the immediately preceding sentence) (each, a
"Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds
which have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (A), (B) and (C) of the next preceding sentence (each a


                                      -9-
<PAGE>

"Net Proceeds Offer Amount") shall be applied by the Borrower or such Restricted
Subsidiary to make an offer to prepay the Loans (the "Net Proceeds Offer") at a
price equal to (x) if such Net Proceeds Offer is made prior to payment of the
Nine-Month Fee, 103% of the aggregate principal amount thereof, plus accrued and
unpaid interest, if any, to the date of prepayment or (y) if such Net Proceeds
Offer is made after payment of the Nine-Month Fee, 100% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of prepayment, on a date (the "Net Proceeds Offer Payment Date") in accordance
with the procedures set forth in Sections 2.03 through 2.06. The Borrower may
defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds
Offer Amount equal to or in excess of $7.5 million resulting from one or more
Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and
not just the amount in excess of $7.5 million, shall be applied as required
pursuant to this paragraph).

            (b) Prepayments from Change of Control. (i) Within 30 days following
any Change of Control (each a "Change of Control Offer Trigger Date"; together
with the Net Proceeds Offer Trigger Date, the "Trigger Date"), the Borrower will
be obligated to offer to each Lender to prepay the Loans (the "Change of Control
Offer Amount"; together with the Net Proceeds Offer Amount, the "Prepayment
Amount") at a price equal to (x) if such Change of Control Offer is made prior
to payment of the Nine-Month Fee, 103% of the aggregate principal amount
thereof, plus accrued and unpaid interest, if any, to the date of prepayment
(the "Change of Control Offer"; together with the Net Proceeds Offer, the
"Mandatory Prepayment Offer") or (y) if such Change of Control Offer is made
after payment of the Nine-Month Fee, 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest, if any, to the date of prepayment, on
a date (the "Change of Control Offer Payment Date"; together with the Net
Proceeds Offer Payment Date, the "Payment Date") in accordance with the
procedures set forth in Sections 2.03 through 2.06.

           (ii) Prior to the mailing of the notice to the Administrative Agent
provided for in Section 2.03 below but in any event within 30 days following any
Change of Control, the Borrower hereby covenants to (i) repay in full all
Indebtedness under the Senior Secured Credit Agreement and all other Senior
Indebtedness the terms of which require a repayment upon a Change of Control and
to terminate all commitments under the Senior Secured Credit Agreement and all
such other Senior Indebtedness or to offer to repay in full all such
Indebtedness and to terminate all such commitments and to repay the Indebtedness
(and terminate the commitments) of each lender under the Senior Secured Credit
Agreement and all such other Senior Indebtedness who has accepted such offer or
(ii) obtain the requisite consents under the Senior Secured Credit Agreement and
all such other Senior Indebtedness to permit the payment of the Loans. The
Borrower shall first comply with the covenant in the preceding sentence before
it shall be required to prepay the Loans pursuant to this Section 2.02(b). The
Borrower's failure to comply with the covenant described in this clause (ii)
shall constitute an Event of Default under Section 7.03 and not Section 7.01.


                                      -10-
<PAGE>

            (c) Prepayments from Issuances of Debt. In addition to any other
mandatory repayments pursuant to this Section 2.02, on each date on or after the
Borrowing Date on which the Borrower or any of its Restricted Subsidiaries or
the Parent receives any cash proceeds from either (I) any incurrence of
Indebtedness (other than Indebtedness permitted to be incurred pursuant to
Section 6.01 or Section 6.12) by the Borrower or any of its Restricted
Subsidiaries or the Parent or (II) any Receivables Financing Agreement (to the
extent that the amount made available thereunder exceeds $150.0 million), an
amount equal to 100% of the cash proceeds (net of all underwriting discounts,
fees and commissions and other costs and expenses associated therewith), of the
respective incurrence of Indebtedness shall be applied as a mandatory repayment
of principal of outstanding Loans in accordance with Sections 2.03 through 2.06,
except to the extent required to repay Indebtedness under the Senior Secured
Credit Agreement; provided, however, that if any such incurrence of Indebtedness
occurs prior to the payment of the Nine-Month Fee, the principal of outstanding
Loans being repaid with such proceeds shall be repaid at a price of 103% of such
principal.

            (d) Prepayments from Issuances of Equity. In addition to any other
mandatory repayments or commitment reductions pursuant to this Section 2.02, on
each date on or after the Borrowing Date on which the Borrower or any of its
Restricted Subsidiaries or the Parent receives any cash proceeds from any sale
or issuance of preferred or common equity of (or cash capital contributions to)
the Borrower or any of its Restricted Subsidiaries or the Parent (other than
proceeds received from (w) issuances of options to purchase the Parent Common
Stock to management, directors, non-employee consultants and employees of the
Parent and its Subsidiaries, (x) issuances of the Parent Common Stock (including
as a result of the exercise of any options with regard thereto) to management,
directors, non-employee consultants, and employees of the Parent and its
Subsidiaries, (y) issuance of Parent Common Stock as consideration for an
acquisition and (z) equity contributions to any Subsidiary of the Borrower made
by the Borrower or any other Subsidiary of the Borrower), an amount equal to 75%
of the cash proceeds (net of all underwriting discounts, fees and commissions
and other costs and expenses associated therewith), of the respective equity
issuance or capital contribution shall be applied as a mandatory repayment of
principal of outstanding Loans in accordance with Sections 2.03 through 2.06;
provided, however, that if, on the date of receipt of such cash proceeds, the
ratio of (x) total Indebtedness of the Borrower and its Restricted Subsidiaries
on a consolidated basis as of the end of the most recently completed fiscal
quarter (without treating the Trust Preferred Securities as Indebtedness) to (y)
Consolidated EBITDA for the four consecutive fiscal quarters of the Borrower
ended on or immediately prior to such date, in each case on a pro forma basis,
is less than 4.00 to 1.00, then only 50% of such cash proceeds of the respective
equity issuance or capital contribution shall be required to be applied as a
mandatory repayment of principal of outstanding Loans; provided, further,
however, that if any such equity issuance or capital contribution occurs prior
to payment of the Nine-Month Fee, the principal of outstanding Loans being
prepaid with such cash proceeds shall be repaid at a price of 103% of such
principal.


                                      -11-
<PAGE>

            (e) Each amount required to be applied to Loans pursuant to this
Section 2 shall be applied pro rata among the Loans.

            2.03. Notice and Procedures. (a) With respect to each Mandatory
Prepayment Offer, the Borrower shall mail to the Administrative Agent at the
Notice Office, a notice of prepayment (the "Mandatory Prepayment Offer Notice"),
within 25 days following the Trigger Date, with a copy to each of the Lenders.
Upon receiving a Mandatory Prepayment Offer Notice, Lenders may elect to have
their Loans prepaid in whole or in part in integral multiples of $1,000 in
exchange for cash. To the extent Lenders properly accept the offer to prepay the
Loans in an amount exceeding the Net Proceeds Offer Amount pursuant to an Asset
Sale, Loans of tendering Lenders will be prepaid on a pro rata basis (based on
amounts tendered).

            A Mandatory Prepayment Offer shall remain open for a period of 20
Business Days or such longer period as may be required by law.

            The notice to the Administrative Agent described in the first
paragraph of this Section 2.03(a) shall contain all instructions and materials
necessary to enable the Borrower to prepay the Loans:

            (i) that a Net Proceeds Offer or a Change of Control Offer, as the
      case may be, is being made pursuant to Section 2.02 and that all Loans
      validly tendered will be accepted for payment;

            (ii) the purchase price and the purchase date, which shall be no
      earlier than 30 days nor later than 40 days from the date such notice is
      mailed (the "Payment Date");

            (iii) that any Loan not tendered will continue to accrue interest;

            (iv) that any Loan accepted for payment pursuant to the Mandatory
      Prepayment Offer shall cease to accrue interest after the Payment Date
      unless the Borrower shall default in the payment of the repurchase price
      of the Loans;

            (v) that if a Lender elects to have its Loan prepaid pursuant to the
      Mandatory Prepayment Offer, it will be required to surrender any Note held
      by it to the Borrower prior to 5:00 p.m. New York time on the Payment
      Date;

            (vi) that a Lender will be entitled to withdraw its election if the
      Borrower receives, not later than 5:00 p.m. New York time on the Business
      Day preceding the Payment Date, a telegram, telex, facsimile transmission
      or letter setting forth the principal amount of Loans such Lender
      delivered for prepayment, and a statement that such Lender is withdrawing
      its election to have such Loan prepaid; and


                                      -12-
<PAGE>

            (vii) that if Loans are prepaid only in part, a new Note of the same
      type will be issued in principal amount equal to the non-prepaid portion
      of the Loans surrendered.

            On or before the Payment Date, the Borrower shall (i) accept for
prepayment Loans or portions thereof which are to be prepaid in accordance with
the above, and (ii) deposit at the Payment Office Dollars sufficient to pay the
purchase price of all Loans to be prepaid. The Administrative Agent shall
promptly mail to the Lenders whose Loans are so accepted payment in an amount
equal to the purchase price therefor. Any Net Cash Proceeds remaining after the
Borrower has complied with its obligations under Section 2.02(a) shall be
available to the Borrower for general corporate purposes and the aggregate
unutilized Net Proceeds Offer Amount shall be reset to zero.

            (b) With respect to each prepayment of Loans pursuant to Section
2.02, each prepayment of any Loans made pursuant to a Borrowing shall be applied
pro rata among such Loans. In the absence of a designation by the Borrower as
described in the previous sentence, the Administrative Agent shall make such
designation in its sole discretion.

            (c) Notwithstanding anything to the contrary contained in this
Agreement or in any other Credit Document, all then outstanding Loans shall be
repaid in full on the Maturity Date.

            (d) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, if on the date any required prepayment or repayment hereunder
(other than on the Maturity Date) is to be made and as a result thereof breakage
costs would become due and owing under Section 1.08, so long as no Default or
Event of Default shall have occurred and be continuing, the Borrower, at its
option, may, in lieu of making any such prepayment or repayment, place any
amounts which would otherwise be required to be so prepaid or repaid in an
interest-bearing cash collateral account established with the Administrative
Agent (on terms and conditions satisfactory to the Administrative Agent) for the
benefit of the Lenders until the expiration of the Interest Periods applicable
to the subject LIBOR Loans, at which time such amounts shall be applied to such
required prepayments or repayments, as the case may be.

            2.04. Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or under any Note shall be
made to the Administrative Agent for the account of the Lender or Lenders
entitled thereto not later than 2:00 P.M. (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office; funds received by the Administrative Agent after that time shall be
deemed to have been paid by the Borrower on the next succeeding Business Day.
Whenever any payment to be made hereunder or under any Note shall be stated to
be due on a day which is not a Business Day, the due date thereof shall be
ex-


                                      -13-
<PAGE>

tended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable at the applicable rate during such
extension. The Borrower hereby authorizes the Administrative Agent to charge its
account with the Administrative Agent in order to cause timely payment to be
made of all principal, interest and fees due hereunder (subject to sufficient
funds being available in its account for that purpose).

            2.05. Notation of Payment. Each Lender agrees that before disposing
of any Note held by it, or any part thereof (other than by granting
participations therein), such Lender will make a notation thereon of all
principal payments previously made thereon and of the date to which interest
thereon has been paid and will notify the Borrower of the name and address of
the transferee of that Note; provided, however, that the failure to make (or any
error in the making of) such a notation or to notify the Borrower of the name
and address of such transferee shall not limit or otherwise affect the
obligation of the Borrower hereunder or under such Notes with respect to the
Loans and payments of principal or interest on any such Note.

            2.06. Net Payments. (a) All payments made by the Borrower hereunder
or under any Note will be made without setoff, counterclaim or other defense
(which payment shall not be deemed a waiver of any claims under this Agreement).
Except as provided in Section 2.06, all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payment (but excluding,
except as provided in the second succeeding sentence, any tax (including any
franchise tax) imposed on or measured by the net income or net profits of a
Lender pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of such
Lender is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect thereto (all such nonexcluded
taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the
Borrower agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due under this
Agreement or under any Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such Note.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, the Borrower agrees to reimburse each Lender, upon the written request
of such Lender, for taxes imposed on or measured by the net income or net
profits of such Lender pursuant to the laws of the jurisdiction in which the
principal office or applicable lending office of such Lender is located or under
the laws of any political subdivision or taxing authority of any such
jurisdiction in which the principal office or applicable lending office of such
Lender is located and for any withholding of taxes as such Lender shall
determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any


                                      -14-
<PAGE>

amounts paid to or on behalf of such Lender pursuant to this sentence; provided,
however, that no such reimbursement shall be required unless such Lender
determines that the amount of such Taxes exceeds the amount of any credit,
allowance or deduction allowable to such Lender as an offset against any taxes
payable on behalf of such Lender and in such event reimbursement shall not be
required in any amount greater than such excess. The Borrower will furnish to
the Administrative Agent within 45 days after the date the payment of any Taxes
is due pursuant to applicable law certified copies of tax receipts evidencing
such payment by the Borrower. The Borrower agrees to indemnify and hold harmless
each Lender and the Administrative Agent, and reimburse such Lender and the
Administrative Agent upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Lender or the Administrative Agent. A
certificate as to the amount of any such required indemnification payment
prepared by such Lender or the Administrative Agent shall be final, conclusive
and binding for all purposes absent manifest error.

            (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Closing Date, or in the case of
a Lender that is an assignee or transferee of an interest under this Agreement
pursuant to Section 1.10 or Section 11.04 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Lender, (i) two accurate and
complete original signed copies of Internal Revenue Service Form 4224 or 1001
(or successor forms) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments to be made
under this Agreement and under any Note, or (ii) if the Lender is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit B (any such certificate, a
"Section 2.06(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8 (or successor form)
certifying to such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments of interest to be made under
this Agreement and under any Note. In addition, each Lender agrees that from
time to time after the Closing Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver promptly to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section
2.06(b)(ii) Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver any
such Form or Certificate, in which case such Lender shall not be required to
deliver any such Form or Certificate pursuant to this Section 2.06(b).
Notwithstanding anything to the contrary contained in Section 2.06(a), but
subject to Section 11.04(b) and the immediately succeeding sentence,


                                      -15-
<PAGE>

(x) the Borrower shall be entitled, to the extent it is required to do so by
law, to deduct or withhold income or similar taxes imposed by the United States
(or any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any Lender
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that
such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms
that establish a complete exemption from such deduction or withholding and (y)
the Borrower shall not be obligated pursuant to Section 2.06(a) hereof to gross
up payments to be made to a Lender in respect of income withholding or similar
taxes imposed by the United States if (I) such Lender has not provided to the
Borrower the Internal Revenue Service Forms required to be provided to the
Borrower pursuant to this Section 2.06(b) or (II) in the case of a payment,
other than interest, to a Lender described in clause (ii) above, to the extent
that such Forms do not establish a complete exemption from withholding of such
taxes. Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Section 2.06 and except as set forth in Section
11.04(b), the Borrower agrees to pay additional amounts and to indemnify each
Lender and the Administrative Agent in the manner set forth in Section 2.06(a)
(without regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the
Closing Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar Taxes.

            3. CONDITIONS PRECEDENT TO THE BORROWING DATE.

            The obligation of each Lender to make Loans on the Borrowing Date is
subject at the time of the making of such Loans to the satisfaction of the
following conditions:

            3.01. Execution of Agreement; Notes. (i) On or prior to the
Borrowing Date, the Borrower shall have delivered to the Administrative Agent
executed copies of this Agreement and (ii) on or prior to the Borrowing Date,
there shall have been delivered to the Administrative Agent for the account of
each of the Lenders that have requested a Note or Notes the appropriate Note
executed by the Borrower and the Guarantors in the amount, maturity and as
otherwise provided herein.

            3.02. No Default; Representations and Warranties. On the Borrowing
Date and also after giving effect to the Loans made on the Borrowing Date, (i)
there shall exist no Default or Event of Default and (ii) all representations
and warranties contained herein and in the other Credit Documents in effect at
such time shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the Borrowing Date, unless stated to relate to a specific earlier date, in


                                      -16-
<PAGE>

which case such representations and warranties shall be true and correct in all
material respects as of such earlier date.

            3.03. Officers' Certificate. On the Borrowing Date, the
Administrative Agent shall have received a certificate dated such date signed by
an appropriate officer of each of the Parent and the Borrower, stating that all
of the applicable conditions set forth in Sections 3.02, 3.06 (deleting the
reference to the Administrative Agent and the Lenders therein), 3.07 (deleting
the reference to the Lenders therein), 3.08 and 3.10, as such provisions relate
to such Credit Party, exist as of such date.

            3.04. Opinions of Counsel. On the Borrowing Date, the Administrative
Agent shall have received an opinion, addressed to the Administrative Agent and
each of the Lenders and dated the Borrowing Date, from Proskauer Rose LLP,
counsel to the Borrower, in the form of Exhibit C.

            3.05. Corporate Proceedings. (a) On the Borrowing Date, the
Administrative Agent shall have received from each Credit Party a certificate,
dated the Borrowing Date, signed by the chairman, a vice chairman, the
president, any vice-president or, in the case of a Credit Party which is not a
corporation, other senior officer of such Credit Party, and attested to by the
secretary or any assistant secretary of such Credit Party, in the form of
Exhibit D with appropriate insertions, together with copies of the Certificate
of Incorporation and By-Laws of such Credit Party and the resolutions of such
Credit Party referred to in such certificate and all of the foregoing (including
each such Certificate of Incorporation and By-Laws) shall be reasonably
satisfactory to the Administrative Agent.

            (b) On the Borrowing Date, all corporate and legal proceedings and
all instruments and agreements in connection with the transactions contemplated
by the Credit Documents shall be reasonably satisfactory in form and substance
to the Administrative Agent, and the Administrative Agent shall have received
all information and copies of all certificates, documents and papers, including
good standing certificates, bring-down certificates and any other records of
corporate proceedings and governmental approvals, if any, which the
Administrative Agent reasonably may have requested in connection therewith, such
documents and papers, where appropriate, to be certified by proper corporate or
governmental authorities.

            3.06. Adverse Change, etc. On the Borrowing Date and after giving
effect to the Loans made on the Borrowing Date, nothing shall have occurred
since March 31, 1999 (and neither the Lenders nor the Administrative Agent shall
have become aware of any facts or conditions not previously known), which has,
or could reasonably be expected to have, a Material Adverse Effect.


                                      -17-
<PAGE>

            3.07. Litigation. On the Borrowing Date and after giving effect to
the Loans made on the Borrowing Date, there shall be no actions, suits or
proceedings pending or threatened (a) with respect to this Agreement or any
other Credit Document or (b) which the Lenders shall have determined could
reasonably be expected to have a Material Adverse Effect.

            3.08. Approvals. On or prior to the Borrowing Date, all necessary
governmental (domestic and non-U.S.) and third party approvals in connection
with the transactions contemplated by the Credit Documents and otherwise
referred to herein or therein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially
adverse conditions upon the consummation of the transactions contemplated by the
Credit Documents and otherwise referred to herein or therein. Additionally,
there shall not exist any judgment, order, injunction or other restraint issued
or filed or a hearing seeking injunctive relief or other restraint pending or
notified prohibiting or imposing materially adverse conditions upon the making
of the Loans.

            3.09. Payment of Fees. On or before the Borrowing Date, all costs,
fees and expenses, and all other compensation contemplated by this Agreement or
any other agreement with the Administrative Agent or any Lender due to the
Administrative Agent or the Lenders (including, without limitation, reasonable
legal fees and expenses), shall have been paid to the extent then due.

            3.10. Margin Regulations. On the Borrowing Date and after giving
effect to the making of the Loans hereunder and Section 11.18, neither the
making of any Loan, nor the use of the proceeds thereof, shall have violated the
provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

            4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

            In order to induce the Lenders to enter into this Agreement and to
make the Loans provided for herein, each of the Parent and the Borrower makes
the following representations, warranties and agreements with the Lenders, all
of which shall survive the execution and delivery of this Agreement and the
making of the Loans (with the occurrence of the Borrowing Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 4 are true and correct in all material respects on and as of the
Borrowing Date, unless stated to relate to a specific earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date):

            4.01. Corporate Status. The Parent, the Borrower and each of their
respective Subsidiaries (i) is a duly organized and validly existing corporation
in good standing


                                      -18-
<PAGE>

under the laws of the jurisdiction of its organization, (ii) has the requisite
corporate power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified and where the failure to
be so qualified would have a Material Adverse Effect.

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

            4.03. No Violation. Neither the execution, delivery or performance
by any Credit Party of the Credit Documents to which it is a party nor
compliance by any Credit Party with the terms and provisions thereof, nor the
consummation of the transactions contemplated herein or therein, including,
without limitation, the making of any Loan or the use of the proceeds thereof,
(i) will contravene any applicable provision of any law, statute, rule or
regulation, or any order, writ, injunction or decree of any court or
governmental instrumentality, including, without limitation, the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System,
(ii) will conflict or be inconsistent with, or result in any breach of, any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of the Parent, the
Borrower or any of their respective Subsidiaries pursuant to the terms of, any
indenture, mortgage, deed of trust, loan agreement, credit agreement or any
other material agreement or instrument to which the Parent, the Borrower or any
of their respective Subsidiaries is a party or by which it or any of its
property or assets are bound or to which it may be subject or (iii) will violate
any provision of the Certificate of Incorporation or By-Laws of the Parent, the
Borrower or any of their respective Subsidiaries.

            4.04.  Use of Proceeds.  On the Borrowing Date, all proceeds of
the Loans shall be used to refinance in full the Existing Floating Rate
Facility.

            4.05. Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any non-U.S. or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery


                                      -19-
<PAGE>

and performance of any Credit Document or (ii) the legality, validity, binding
effect or enforceability of any Credit Document.

            4.06. Investment Company Act; Public Utility Holding Company Act.
Neither the Parent, the Borrower nor any of their respective Subsidiaries is (a)
an "investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended, or (b) a
"holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

            4.07. True and Complete Disclosure. All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of the
Parent, the Borrower or any of their respective Subsidiaries in writing to the
Administrative Agent or any Lender (including, without limitation, all
information contained in the Credit Documents) for purposes of or in connection
with the Credit Documents or any transaction contemplated therein is, and all
other such factual information (taken as a whole) hereafter furnished by or on
behalf of any such Person in writing to the Administrative Agent or any Lender
will be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
material fact necessary to make such information (taken as a whole) not
misleading at such time.

            4.08. Financial Condition; Financial Statements. (a) The annual and
interim financial statements previously provided to the Administrative Agent (as
to the Parent and its Subsidiaries) (including statements of income and cash
flows and changes in shareholders' equity) present fairly in all material
respects the financial condition of the relevant Persons at the dates of said
statements and the results for the periods covered thereby. All such financial
statements have been prepared in accordance with GAAP consistently applied
(other than, in the case of such interim financial statements, the absence of
footnotes and normal year-end adjustments) and the financial statements as of
and for the fiscal years have been audited by and accompanied by the opinion of
Arthur Andersen LLP, independent public accountants of the Parent.

            (b) Since March 31, 1999, nothing has occurred that has had or
could reasonably be expected to have a Material Adverse Effect.

            (c) Except as fully reflected in the financial statements
described in Section 4.08(a), the Indebtedness incurred under this Agreement and
except as set forth in Schedule VI hereto, (i) there were as of the Borrowing
Date (and after giving effect to any Loans made on such date), no liabilities or
obligations (excluding obligations or liabilities incurred in the ordinary
course of business which, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect) with respect to the Parent,


                                      -20-
<PAGE>

the Borrower or any of their respective Subsidiaries of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether or not due), and
(ii) neither the Parent, the Borrower nor any of their respective Subsidiaries
knows of any basis for the assertion against the Parent, the Borrower or any of
their respective Subsidiaries of any such liability or obligation which, either
individually or in the aggregate, has, or could be reasonably likely to have, a
Material Adverse Effect.

            (d) The Projections are based on good faith estimates and
assumptions made by the management of the Parent and the Borrower, and on the
Borrowing Date the management believes that the Projections were reasonable and
attainable under the facts and circumstances known to such management, it being
recognized by the Lenders, however, that projections as to future events are not
to be viewed as facts and that the actual results during the period or periods
covered by the Projections may differ from the projected results and that the
differences could be material. There is no fact known to the Parent, the
Borrower or any of their respective Subsidiaries which would have a Material
Adverse Effect which has not been disclosed herein or in such other documents,
certificates and statements furnished to the Lenders for use in connection with
the transactions contemplated hereby.

            4.09. Compliance with ERISA. (a) The Parent, the Borrower, their
respective Subsidiaries and their respective ERISA Affiliates are in compliance
with all applicable provisions of ERISA and the Code and the published
regulations and interpretations thereunder with respect to all employee benefit
plans (as defined in Section 3(3) of ERISA); no Reportable Event has occurred
with respect to a Plan; no Plan is insolvent or in reorganization in excess of
$3.0 million; the aggregate Unfunded Current Liability of all Plans (excluding
Plans without Unfunded Current Liabilities) does not exceed $3,000,000; no Plan
has an accumulated or waived funding deficiency, has permitted decreases in its
funding standard account or has applied for a waiver of the minimum funding
standard or an extension of any amortization period within the meaning of
Section 412 of the Code; all contributions required to be made with respect to a
Plan and a Non-U.S. Pension Plan have been timely made; neither the Parent, the
Borrower, any Subsidiary of the Parent or the Borrower nor any ERISA Affiliate
has incurred any liability to or on account of a Plan pursuant to Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971, 4975 or 4980 of the Code or reasonably expects to
incur any liability (including any indirect, contingent or secondary liability)
under any of the foregoing Sections with respect to any Plan (other than
liabilities of any ERISA Affiliate which could not, by operation of law or
otherwise, become a liability of the Borrower or any of its Subsidiaries); no
proceedings have been instituted to terminate, or to appoint a trustee to
administer, any Plan; no condition exists which presents a material risk to the
Parent, the Borrower or any Subsidiary of the Parent or the Borrower or any
ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to
the foregoing provisions of ERISA and the Code; using actuarial assumptions and
computation methods consistent with


                                      -21-
<PAGE>

subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the
Parent, the Borrower and their respective Subsidiaries and their respective
ERISA Affiliates to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Plan ended prior to the Borrowing Date, would not, singly or in the
aggregate, result in a Material Adverse Effect; no lien imposed under the Code
or ERISA on the assets of the Parent, the Borrower or any Subsidiary of the
Parent or the Borrower or any ERISA Affiliate exists or is reasonably likely to
arise on account of any Plan; and the Parent, the Borrower and their respective
Subsidiaries do not maintain or contribute to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) which provides benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or any employee pension benefit plan (as defined in Section 3(2) of
ERISA) the obligations with respect to which could reasonably be expected,
singly or in the aggregate, to have a Material Adverse Effect.

            (b) Each Non-U.S. Pension Plan has been maintained in compliance
with its terms and with the requirements of any and all applicable laws,
statutes, rules, regulations and orders and has been maintained, where required,
in good standing with applicable regulatory authorities. Neither the Parent, the
Borrower nor any of their respective Subsidiaries has incurred any obligation in
connection with the termination of or withdrawal from any Non-U.S. Pension Plan.
The present value of the accrued benefit liabilities (whether or not vested)
under each Non-U.S. Pension Plan which is funded, determined as of the end of
the most recently ended fiscal year of the Parent, the Borrower on the basis of
actuarial assumptions, each of which is reasonable, did not exceed the current
value of the assets of such Non-U.S. Pension Plan, and for each Non-U.S. Pension
Plan which is not funded, the obligations of such Non-U.S. Pension Plan are
properly accrued.

            (c) Notwithstanding the foregoing, the representations, warranties
and agreements contained in this Section 4.09 are qualified such that a breach
or failure thereof shall not be treated as such unless the circumstances of such
breach or failure have resulted in or are reasonably expected to result in
either (i) a Material Adverse Effect or (ii) the imposition of a lien on the
assets of the Parent, the Borrower or any of their respective Subsidiaries.

            4.10. Subsidiaries. On and as of the Borrowing Date, (i) the
Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule
IV, and (ii) the Parent does not have any direct equity interest in any Person
other than the Borrower, DNE Systems and Superior Trust I. Schedule IV correctly
sets forth, as of the Borrowing Date, the percentage ownership (direct and
indirect) of the Borrower in each class of capital stock of each of its
Subsidiaries and also identifies the direct owner thereof. As of the Borrowing
Date, the Parent owns no significant assets other than all of the outstanding
Capital Stock of the Borrower, DNE Systems and Superior Trust I (other than, in
the case of Superior Trust I, the Trust Preferred Securities).


                                      -22-
<PAGE>

            4.11. Intellectual Property. The Parent, the Borrower and each of
their respective Subsidiaries owns or holds a valid license to use all the
material patents, trademarks, permits, service marks, trade names, technology,
know-how and formulas or other rights with respect to the foregoing, free from
restrictions that are materially adverse to the use thereof, that are used in
the operation of the business of the Parent, the Borrower and each of their
respective Subsidiaries as presently conducted.

            4.12. Compliance with Statutes, etc. Each of the Parent, the
Borrower and their respective Subsidiaries is in compliance with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or non-U.S., in respect of the conduct of its
business and the ownership of its property (provided, however, that this Section
4.12 does not apply to (i) compliance with respect to Environmental Laws, as to
which no representation is made in this Section 4.12, but which is covered by
Section 4.13 hereof, (ii) compliance with respect to Taxes, as to which no
representation is made in this Section 4.12, but which is covered by Section
4.16 hereof, (iii) compliance with respect to ERISA, as to which no
representation is made in this Section 4.12, but which is covered by Section
4.09 hereof, and (iv) compliance with respect to labor relations matters, as to
which no representation is made in this Section 4.12, but which is covered by
Section 4.15), except such noncompliance as is not likely to, individually or in
the aggregate, have a Material Adverse Effect.

            4.13. Environmental Matters. Except as set forth in Schedule VII or
as could not reasonably be expected to have a Material Adverse Effect: (a) Each
of the Parent, the Borrower and their respective Subsidiaries, and their
respective businesses and Real Property, has complied with, and on the Borrowing
Date is in compliance with, all applicable Environmental Laws and the
requirements of any permits, licenses or other authorizations issued under such
Environmental Laws. There are no pending or past or, to the best knowledge of
the Parent, the Borrower and their respective Subsidiaries, threatened
Environmental Claims against the Parent, the Borrower or any of their respective
Subsidiaries or any Real Property currently or formerly owned or operated by the
Parent, the Borrower or any of their respective Subsidiaries. There are no
facts, circumstances, conditions or occurrences on any Real Property currently
or formerly owned or operated by the Parent, the Borrower or any of their
respective Subsidiaries or, to the best knowledge of the Parent, the Borrower
and their respective Subsidiaries, on any property adjoining or in the vicinity
of any such Real Property that would reasonably be expected (i) to form the
basis of an Environmental Claim against the Parent, the Borrower or any of their
respective Subsidiaries or any such Real Property or (ii) to cause any such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property by the Parent, the Borrower or any of
their respective Subsidiaries under any applicable Environmental Law.


                                      -23-
<PAGE>

            (b) Except as set forth in Schedule VII, Hazardous Materials have
not at any time been generated, used, treated or stored on, or transported to or
from, any Real Property currently or formerly owned or operated by the Parent,
the Borrower or any of their respective Subsidiaries where such generation, use,
treatment or storage has violated or could reasonably be expected to violate any
Environmental Law. Hazardous Materials have not at any time been Released on or
from any Real Property currently or formerly owned or operated by the Parent,
the Borrower or any of their respective Subsidiaries. There are not now any
underground storage tanks or related piping located on any Real Property
currently owned or operated by the Parent, the Borrower or any of their
respective Subsidiaries.

            (c) Notwithstanding anything to the contrary in this Section 4.13,
the representations and warranties made in this Section 4.13 shall only be
untrue if either the individual or aggregate effect of all conditions, failures,
noncompliances, Environmental Claims, Releases and presence of underground
storage tanks or related piping, in each case of the types described above,
could reasonably be expected to have a Material Adverse Effect.

            4.14. Properties. All Real Property owned by the Parent, the
Borrower or any of their respective Subsidiaries and all material Leaseholds of
the Parent, the Borrower or any of their respective Subsidiaries, in each case
as of the Borrowing Date and after giving effect to the incurrence of the Loans
hereunder, and the nature of the interest therein, is correctly set forth in
Schedule III. Each of the Parent, the Borrower and their respective Subsidiaries
has good and marketable title to, or a validly subsisting leasehold interest in,
all material properties owned or leased by it, including all Real Property
reflected in Schedule III or in the financial statements referred to in Section
4.08(b), free and clear of all Liens, other than Liens which are permitted by
Section 6.05.

            4.15. Labor Relations. Neither the Parent, the Borrower nor any of
their respective Subsidiaries is engaged in any unfair labor practice that could
reasonably be expected to have a Material Adverse Effect. There is (i) no unfair
labor practice complaint pending against the Parent, the Borrower or any of
their respective Subsidiaries or threatened against any of them before the
National Labor Relations Board, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against the Parent, the Borrower or any of their respective Subsidiaries or, to
the best knowledge of the Parent, the Borrower or any of their respective
Subsidiaries, threatened against any of them, (ii) no strike, labor dispute,
slowdown or stoppage pending against the Parent, the Borrower or any of their
respective Subsidiaries or threatened against the Parent, the Borrower or any of
their respective Subsidiaries and (iii) no union representation question
existing with respect to the employees of the Parent, the Borrower or any of
their respective Subsidiaries and no union organizing activities are taking
place, except


                                      -24-
<PAGE>

(with respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as is not reasonably likely to have a
Material Adverse Effect.

            4.16. Tax Returns and Payments. All Federal, material state and
other material returns, statements, forms and reports for taxes (the "Returns")
required to be filed by or with respect to the income, properties or operations
of the Parent, the Borrower and/or any of their respective Subsidiaries have
been timely filed with the appropriate taxing authority. The Returns accurately
reflect all liability for taxes of the Parent, the Borrower and their respective
Subsidiaries for the periods covered thereby. The Parent, the Borrower and each
of their respective Subsidiaries have paid all taxes payable by them other than
immaterial taxes and other taxes which are not yet due and payable, and other
than taxes contested in good faith and for which adequate reserves have been
established in accordance with GAAP. Except as disclosed in the financial
statements referred to in Section 4.08(b) or Schedule IX, (a) there is no
material action, suit, proceeding, investigation, audit or claim now pending or
threatened by any authority regarding any taxes relating to the Parent, the
Borrower or any of their respective Subsidiaries and (b) neither the Parent, the
Borrower nor any of their respective Subsidiaries (nor any other person on their
behalf or as part of a consolidated group) has entered into an agreement or
waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of the
Parent, the Borrower or any of their respective Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable periods of the
Parent, the Borrower or any of their respective Subsidiaries not to be subject
to the normally applicable statute of limitations. Neither the Parent, the
Borrower nor any of their respective Subsidiaries (nor any other person on their
behalf or as part of a consolidated group) has provided, with respect to
themselves or property held by them, any consent under Section 341 of the Code.
Neither the Parent, the Borrower nor any of their respective Subsidiaries has
incurred, or will incur, any material tax liability in connection with the
transactions contemplated hereby.

            4.17. Year 2000. All Information Systems and Equipment are either
Year 2000 Compliant, or any reprogramming, remediation or any other corrective
action, including the internal testing of all such Information Systems and
Equipment, will be completed by September 30, 1999. Further, to the extent that
such reprogramming/remediation and testing action is required, the cost thereof,
as well as the cost of the reasonably foreseeable consequences of failure to
become Year 2000 Compliant, to the Parent, the Borrower and their respective
Subsidiaries (including, without limitation, reprogramming errors and the
failure of other systems or equipment) will not result in a Default or a
Material Adverse Effect.


                                      -25-
<PAGE>

            5. AFFIRMATIVE COVENANTS.

            The Borrower and the Parent hereby covenant and agree that on and
after the Closing Date and until the Loans, Notes, together with interest, fees
and all other Obligations incurred hereunder and thereunder are paid in full
(other than indemnity and similar obligations that are not then due and
payable):

            5.01. Information Covenants. The Borrower and the Parent will
furnish to each Lender:

            (a) Monthly Reports. Within 30 days after the end of each fiscal
month of the Parent commencing with the fiscal month in which the Borrowing Date
occurs (other than the end of a fiscal quarter or fiscal year), the consolidated
and consolidating balance sheet of the Parent and its Subsidiaries as at the end
of such fiscal month and the related consolidated and consolidating statements
of income and statements of cash flows for such fiscal month and for the elapsed
portion of the fiscal year ended with the last day of such fiscal month, in each
case setting forth comparative figures for the corresponding periods in the
prior fiscal year (sales to be broken down by the sales of the original
equipment manufacturer, communications and electrical business segments) and
comparable budgeted figures for the current fiscal month and year-to-date
results, all of which shall be certified by the chief financial officer or other
Authorized Officer of the Parent, subject to normal year-end audit adjustments
and the absence of footnotes.

            (b) Quarterly Financial Statements. Within 45 days after the close
of each of the first three quarterly accounting periods in each fiscal year of
the Parent commencing with the fiscal quarter in which the Borrowing Date
occurs, the consolidated and consolidating balance sheet of the Parent and its
Subsidiaries as at the end of such quarterly accounting period and the related
consolidated and consolidating statements of income, statements of changes in
stockholders equity and statements of cash flows for such quarterly accounting
period and for the elapsed portion of the fiscal year ended with the last day of
such quarterly accounting period, in each case setting forth comparative figures
for the corresponding period in the prior fiscal year (sales to be broken down
by the sales of the original equipment manufacturer, communications and
electrical business segments), and comparative budgeted figures for the current
fiscal quarter and year-to-date results, all of which shall be in reasonable
detail and certified by the chief financial officer or other Authorized Officer
of the Parent that they fairly present in all material respects the financial
condition of the Parent and its Subsidiaries as of the dates indicated and the
results of their operations and changes in their cash flows for the periods
indicated, subject to normal year-end audit adjustments and the absence of
footnotes.

            (c) Annual Financial Statements. Within 90 days after the close of
each fiscal year (or if the Parent changes its fiscal year end, the "stub"
period resulting there-


                                      -26-
<PAGE>

from) of the Parent commencing with the fiscal year in which the Borrowing Date
occurs, the consolidated and consolidating balance sheet of the Parent and its
Subsidiaries as at the end of such fiscal year and the related consolidated and
consolidating statements of income, statements of changes in stockholders equity
and statements of cash flows (sales to be broken down by the sales of the
original equipment manufacturer, communications and electrical business
segments) for such fiscal year and setting forth comparative consolidated
figures for the preceding fiscal year and comparable budgeted figures for the
current fiscal year and (except for such comparable budgeted figures and the
sales breakdown referred to above) certified (in the case of consolidated
information) by Arthur Andersen LLP or such other independent certified public
accountants of recognized national standing as shall be reasonably acceptable to
the Administrative Agent, in each case to the effect that such statements fairly
present in all material respects the financial condition of the Parent and its
Subsidiaries as of the dates indicated and the results of their operations and
cash flows, together with a certificate of such accounting firm stating that in
the course of its regular audit of the business of the Parent and its
Subsidiaries, which audit was conducted in accordance with generally accepted
auditing standards, no Default or Event of Default which has occurred and is
continuing has come to their attention insofar as such Default or Event of
Default relates to financial and accounting matters or, if such a Default or an
Event of Default has come to their attention a statement as to the nature
thereof.

            (d) Budgets, etc. No more than 60 days after the commencement of
each fiscal year of the Parent, budgets of and for the Parent and its
Subsidiaries in reasonable detail for each of the four fiscal quarters of such
fiscal year and an annual budget for the immediately succeeding fiscal year, in
each case as customarily prepared by management for its internal use setting
forth, with appropriate discussion, the principal assumptions upon which such
budgets are based. Together with each delivery of financial statements pursuant
to Section 5.01(b) and (c), a comparison of the current year to date financial
results (other than in respect of the balance sheets included therein) against
the budgets required to be submitted pursuant to this clause (d) shall be
presented.

            (e) Officers' Certificates. At the time of the delivery of the
financial statements provided for in Section 5.01(b) and (c), a certificate of
the chief financial officer or other Authorized Officer of the Parent and the
Borrower to the effect that no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate shall (x) set forth the calculations required to
establish whether the Parent and the Borrower and its Subsidiaries were in
compliance with the provisions of Sections 2.02, 6.01, 6.02 and 6.03, as at the
end of such fiscal quarter or fiscal year, as the case may be.

            (f) Notice of Default or Litigation. Promptly, and in any event
within five Business Days (or 10 Business Days in the case of clause (y) below)
after any executive or senior officer of the Parent or the Borrower obtains
actual knowledge thereof, notice of


                                      -27-
<PAGE>

(x) the occurrence of any event which constitutes a Default or an Event of
Default, which notice shall specify the nature thereof, the period of existence
thereof and what action the Parent or the Borrower proposes to take with respect
thereto and (y) the commencement of, or threat of, any litigation or
governmental proceeding pending against the Parent or the Borrower or any of
their respective Subsidiaries which is reasonably likely to have a Material
Adverse Effect, or a material adverse effect on the ability of any Credit Party
to perform its respective obligations hereunder or under any other Credit
Document.

            (g) Auditors' Reports. Promptly upon receipt thereof, a copy of
each report or "management letter" submitted to the Parent or any of its
Subsidiaries by its independent accountants in connection with any annual,
interim or special audit made by them of the books of the Parent or any of its
Subsidiaries.

            (h) Other Information. Promptly upon transmission thereof, copies
of any filings and registrations with, and reports to, the SEC by the Parent or
any of its Subsidiaries and copies of all financial statements, proxy
statements, notices and reports as the Parent or any of its Subsidiaries shall
send generally to analysts or the holders of their capital stock in their
capacity as such holders (to the extent not theretofore delivered to the Lenders
pursuant to this Agreement) and, with reasonable promptness, such other
information or documents (financial or otherwise) as the Administrative Agent on
its own behalf or on behalf of the Required Lenders may reasonably request from
time to time.

            5.02. Books, Records and Inspections. The Parent will, and will
cause each of its Subsidiaries to, permit, upon notice to the chief financial
officer or other Authorized Officer of the Parent, officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and
inspect any of the properties or assets of the Parent and any of its
Subsidiaries in whosesoever possession, and to examine the books of account of
the Parent and of any of its Subsidiaries and discuss the affairs, finances and
accounts of the Parent and of any of its Subsidiaries with, and be advised as to
the same by, their officers and independent accountants, all at such reasonable
times and intervals and to such reasonable extent as the Administrative Agent or
the Required Lenders may desire.

            5.03. Insurance. The Parent will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance with
reputable and solvent insurance carriers in such amount, covering such risks and
liabilities and with such deductibles or self-insured retentions as are in
accordance with normal industry practice.

            5.04. Payment of Taxes. The Parent will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which material
penalties attach thereto, and all lawful claims for sums that have become due
and payable which, if unpaid, might become a Lien


                                      -28-
<PAGE>

not otherwise permitted under Section 6.05 or charge upon any properties of the
Parent or any of its Subsidiaries; provided that neither the Parent nor any of
its Subsidiaries shall be required to pay any such tax, assessment, charge, levy
or claim which is being contested in good faith and by proper proceedings if it
has maintained adequate reserves with respect thereto in accordance with GAAP.

            5.05. Compliance with Statutes, etc. The Parent will, and will cause
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or non-U.S., in respect of the conduct of its business and the
ownership of its property except for such noncompliance as would not, singly or
in the aggregate, have a Material Adverse Effect or a material adverse effect on
the ability of any Credit Party to perform its obligations under any Credit
Document to which it is a party.

            5.06. Corporate Franchises. The Parent will, and will cause each of
its Subsidiaries to, do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and its rights, franchises, licenses
and patents, except as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect; provided, however, that the
Parent and the Borrower shall not be required to preserve, with respect to
themselves, any right or franchise, and with respect to any of their respective
Subsidiaries, any such existence, right or franchise, if the Board of Directors
of the Parent, the Borrower or such Subsidiary, as the case may be, shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Parent and its Subsidiaries taken as a whole or the Borrower
and its Subsidiaries taken as a whole, as applicable. Nothing in this Section
5.06 shall prevent (a) sales of assets and other transactions by the Borrower or
any of its Subsidiaries in accordance with Section 6.03 or (b) the withdrawal by
the Parent, the Borrower or any of their respective Subsidiaries of its
qualification as a foreign corporation in any jurisdiction where such withdrawal
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

            5.07. Good Repair. The Parent will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used in its
business are kept in good repair, working order and condition, normal wear and
tear and damage by casualty excepted, and that from time to time there are made
to such properties and equipment all needful and proper repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto, to
the extent and in the manner useful or customary for companies in similar
businesses.

            5.08. Year 2000. The Parent and the Borrower will ensure that each
of their Information Systems and Equipment are at all times after September 30,
1999 Year 2000 Compliant, except insofar as the failure to do so will not result
in a Material Adverse Effect, and shall notify the Administrative Agent and any
Lender promptly upon detecting any


                                      -29-
<PAGE>

material failure of the Information Systems and Equipment to be Year 2000
Compliant. In addition, the Parent and the Borrower shall provide the
Administrative Agent and any Lender with such information about its year 2000
computer readiness (including, without limitation, information as to contingency
plans, budgets and testing results) as the Administrative Agent or such Lender
shall reasonably request.

            5.09. Exchange Notes; Shelf Registration. No later than ninety (90)
days after the later of (x) the Nine-Month Trigger Date and (y) the expiration
of the fifteen (15) calendar day postponement period with respect to payment of
the Nine-Month Fee in Section 1.11, (i) the Borrower will issue in exchange for
the Loans and Notes new notes in equal aggregate principal amount to the Notes
and guaranteed by each of the Guarantors on substantially identical terms as the
Notes and having substantially identical terms, conditions, covenants,
subordination and events of default as the Notes and Loans and bearing interest
at the Interest Rate (except that such new notes will be issued pursuant to an
indenture that is in form and substance reasonably satisfactory to the Agents
and that has been or may be qualified under the Trust Indenture Act of 1939, as
amended, and with a trustee that is reasonably satisfactory to the Agents ) (the
"Exchange Notes"); (ii) the Borrower and the Guarantors will, at their own
expense, file and use their best efforts to cause a registration statement (the
form of which shall be determined by the Parent) for an offering to be made on a
continuous basis pursuant to Rule 415 (or any successor rule) under the
Securities Act covering all of the Exchange Notes (the "Shelf Registration") to
be declared effective and will keep the Shelf Registration continuously
effective as required by the Registration Rights Provisions attached hereto as
Annex A; and (iii) the Borrower and each Guarantor will otherwise comply with
all other provisions of the Registration Rights Provisions attached hereto as
Annex A.

            6. NEGATIVE COVENANTS.

            The Borrower hereby covenants and agrees that until the satisfaction
in full of the Loans and the Notes and all other Obligations (other than
indemnity and similar obligations that are not then due and payable) due under
this Agreement it will fully and timely perform all covenants in this Section 6:

            6.01. Indebtedness. The Borrower will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, incur any
Indebtedness, except for the following ("Permitted Indebtedness"):

            (i) Indebtedness under the Loans and the Guarantees pursuant to this
      Agreement, and Permitted Refinancings thereof;

            (ii) Indebtedness incurred pursuant to the Senior Secured Credit
      Agreement in an aggregate principal amount at any time outstanding not to
      exceed $1,150


                                      -30-
<PAGE>

      million, (A) less the amount of all mandatory principal payments actually
      made in respect of the term loan facilities under the Senior Secured
      Credit Agreement (excluding any such repayment to the extent refinanced
      and replaced at the time of payment) and (B) reduced by any required
      permanent repayments actually made (which are accompanied by a
      corresponding permanent commitment reduction in the case of the revolving
      credit facility under the Senior Secured Credit Agreement) in respect of
      the Senior Secured Credit Agreement (excluding any such repayments and
      commitment reductions to the extent refinanced and replaced at the time of
      payment) in each case pursuant to this clause (B) actually effected in
      satisfaction of the requirement to make a Net Proceeds Offer pursuant to
      Section 2.02(a);

            (iii) Indebtedness (together with other obligations) of Essex
      Funding or any other Receivables Subsidiary incurred pursuant to the
      Receivables Financing Agreement; provided that the funded amount, together
      with any other Indebtedness thereunder, does not at any time exceed $225.0
      million;

            (iv) Indebtedness of Essex Canada under the Essex Canadian Facility,
      and any refinancings thereof; provided that the then outstanding principal
      amount thereof is not increased and the terms and conditions of such
      refinancings thereof are no more adverse in any material respect to the
      Borrower or the Lenders than with respect to the Indebtedness being so
      refinanced;

            (v) Indebtedness incurred pursuant to the Essex Capital Lease
      Facility, provided that the principal amount thereof at any time does not
      exceed $18.0 million, and any refinancings thereof; provided that the then
      outstanding principal amount thereof is not increased and the terms and
      conditions of such refinancings thereof are no more adverse in any
      material respect to the Borrower or the Lenders than with respect to the
      Indebtedness being so refinanced;

            (vi) letters of credit existing as of the date hereof as set forth
      on Schedule V, and any extensions or refinancings thereof; provided that
      the then outstanding face amounts thereof are not increased and the terms
      and conditions of such refinancings thereof are no more adverse in any
      material respect to the Borrower or the Lenders than with respect to the
      Indebtedness being so refinanced;

            (vii) (x) Existing Indebtedness outstanding on the Borrowing Date
      and listed on Schedule V, and any Permitted Refinancings thereof, and (y)
      Permitted Refinancings of Indebtedness permitted to be incurred pursuant
      to clause (xvii) of this Section 6.01;

            (viii) Indebtedness incurred pursuant to (x) Interest Rate
      Protection Agreements entered into to protect the Borrower against
      fluctuations in interest rates in re-


                                      -31-
<PAGE>

      spect of any Indebtedness permitted to be incurred under this Agreement
      and not for speculative purposes, (y) Other Hedging Agreements with
      respect to copper and other raw materials to be used in the business of
      the Borrower and its Restricted Subsidiaries; provided that such purchases
      are entered into in the ordinary course of business and for bona fide
      business (and not speculative) purposes, and (z) Other Hedging Agreements
      with respect to currencies in which the Borrower and its Restricted
      Subsidiaries transact business; provided that such agreements are designed
      to protect against fluctuations in currency values and are entered into
      the ordinary course of business and for bona fide business (and not
      speculative) purposes;

            (ix) Indebtedness represented by (a) Capitalized Lease Obligations
      and Purchase Money Indebtedness; provided that the sum of (x) the
      aggregate Capitalized Lease Obligations outstanding at any time plus (y)
      the aggregate principal amount of such Purchase Money Indebtedness
      outstanding at such time shall not exceed $20.0 million, and (b)
      Capitalized Lease Obligations referred to on Schedule V;

            (x) Indebtedness of a Restricted Subsidiary that is a Guarantor to
      the Borrower or to a Restricted Subsidiary that is a Guarantor for so long
      as such Indebtedness is held by the Borrower, a Restricted Subsidiary that
      is a Guarantor or the lenders or collateral agent under the Senior Secured
      Credit Agreement, in each case subject to no Lien held by a Person other
      than the Borrower, a Restricted Subsidiary that is a Guarantor or the
      lenders or collateral agent under the Senior Secured Credit Agreement;
      provided that if as of any date any Person other than the Borrower, a
      Restricted Subsidiary that is a Guarantor or the lenders or collateral
      agent under the Senior Secured Credit Agreement owns or holds any such
      Indebtedness or holds a Lien in respect of such Indebtedness, such date
      shall be deemed the incurrence of Indebtedness not constituting Permitted
      Indebtedness by the issuer of such Indebtedness pursuant to this clause
      (x);

            (xi) Indebtedness of the Borrower to a Restricted Subsidiary that is
      a Guarantor for so long as such Indebtedness is held by a Restricted
      Subsidiary that is a Guarantor or the lenders or collateral agent under
      the Senior Secured Credit Agreement, in each case subject to no Lien other
      than in favor of the lenders or collateral agent under the Senior Secured
      Credit Agreement; provided that if as of any date any Person other than a
      Restricted Subsidiary that is a Guarantor or the lenders or collateral
      agent under the Senior Secured Credit Agreement owns or holds any such
      Indebtedness or any Person holds a Lien in respect of such Indebtedness,
      such date shall be deemed the incurrence of Indebtedness not constituting
      Indebtedness permitted by this clause (xi);


                                      -32-
<PAGE>

            (xii) Indebtedness of Foreign Subsidiaries to the Borrower or any of
      its Domestic Subsidiaries as a result of any Investment permitted to be
      made pursuant to Section 6.02(b);

            (xiii) Indebtedness consisting of guarantees (x) by the Borrower of
      Indebtedness, leases and other contractual obligations permitted to be
      incurred by Restricted Subsidiaries of the Borrower that are Guarantors
      and (y) by Foreign Subsidiaries of Indebtedness, leases and other
      contractual obligations permitted to be incurred by the Borrower and its
      Restricted Subsidiaries;

            (xiv) Indebtedness of the Mexican Subsidiaries as contemplated by
      and in accordance with the terms of Section 6.02(b)(8) to fund the
      development of certain manufacturing facilities in Mexico;

            (xv) [Intentionally Omitted];

            (xvi) additional Indebtedness of the Borrower and its Restricted
      Subsidiaries not otherwise permitted hereunder not exceeding $30.0 million
      in aggregate principal amount at any time outstanding; provided, however,
      that no more than $10.0 million of such amount may be secured Indebtedness
      unless it is incurred under the Senior Secured Credit Agreement; and

            (xvii) so long as no Default shall have occurred and be continuing
      at the time of or as a consequence of the incurrence of any such
      Indebtedness, the Borrower and any Restricted Subsidiary that is a
      Guarantor may incur Indebtedness (including, without limitation, Acquired
      Indebtedness) if on the date of the incurrence of such Indebtedness, after
      giving effect to the incurrence thereof, the Consolidated Fixed Charge
      Coverage Ratio of the Borrower is greater than 2.0 to 1.0.

            6.02. Restricted Payments. (a) The Borrower will not, and will not
cause or permit any Restricted Subsidiary to, directly or indirectly, (a)
declare or pay any dividend or make any distribution (other than dividends or
distributions payable in Qualified Capital Stock of the Borrower) on or in
respect of shares of the Borrower's Qualified Capital Stock to holders of such
Capital Stock, (b) redeem any Capital Stock of the Borrower or any warrants,
rights or options to purchase or acquire shares of any class of such Capital
Stock or (c) make any Investment (other than Permitted Investments) (each of the
foregoing actions set forth in clauses (a), (b) and (c) being referred to as a
"Restricted Payment"), if at the time of such Restricted Payment or immediately
after giving effect thereto, (i) a Default shall have occurred and be continuing
or (ii) the Borrower is not able to incur at least $1.00 of additional
Indebtedness pursuant to paragraph (xvii) of Section 6.01 or (iii) the aggregate
amount of Restricted Payments (including such proposed Restricted Payment but
excluding Restricted Payments pursuant to clause (2), (3), (5), (6), (7), (8),
(9), (10), (11), (12), (13)


                                      -33-
<PAGE>

or (14) of the next paragraph) made subsequent to the January 1, 1999 shall
exceed the sum (the "Basket") of (without duplication): (v) 50% of the
cumulative Consolidated Net Income (or if cumulative Consolidated Net Income
shall be a loss, minus 100% of such loss) of the Borrower earned subsequent to
January 1, 1999 and on or prior to the date the Restricted Payment occurs (the
"Reference Date") (treating such period as a single accounting period); plus (x)
100% of the aggregate net cash proceeds received by the Borrower from any Person
(other than a Subsidiary of the Borrower) from the issuance and sale subsequent
to the Borrowing Date and on or prior to the Reference Date of Qualified Capital
Stock of the Borrower; plus (y) without duplication of any amounts included in
clause (iii)(w) above, 100% of the aggregate net cash proceeds of any equity
contribution (other than from a Subsidiary of the Borrower) received by the
Borrower from a holder of the Borrower's Capital Stock; and plus (z) without
duplication of any amounts included in the calculation of Consolidated Net
Income, the sum of (1) to the extent any Investment (other than a Permitted
Investment) that was made after the Borrowing Date is sold for cash or otherwise
liquidated or repaid for cash, the lesser of (A) the cash received with respect
to such sale, liquidation or repayment of such Investment (less the cost of any
such sale, liquidation or repayment, if any) and (B) the initial amount of such
Investment included as a Restricted Payment and (2) upon redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary (other than a Subsidiary that
is an Unrestricted Subsidiary on the Borrowing Date), the lesser of (A) the fair
market value of the net assets of such Subsidiary upon its redesignation as a
Restricted Subsidiary and (B) the Investment made in such Subsidiary that is
treated as a Restricted Payment.

            (b) Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph will not prohibit:

            (1) the payment of any dividend within 60 days after the date of
      declaration of such dividend if the dividend would have been permitted on
      the date of declaration;

            (2) the acquisition of any shares of Capital Stock of the Borrower,
      either (i) solely in exchange for shares of Qualified Capital Stock of the
      Borrower or (ii) through the application of net proceeds of a
      substantially concurrent sale for cash (other than to a Subsidiary of the
      Borrower) of shares of Qualified Capital Stock of the Borrower; provided,
      however, that no transaction pursuant to this clause (2) shall increase
      the Basket;

            (3) the repurchase of shares of Superior Preferred Stock, provided
      that the only consideration to be paid in connection therewith shall be
      shares of (x) Parent Common Stock and/or (y) preferred stock of the Parent
      having terms identical, in all material respects, to the Superior
      Preferred Stock (including as to dividend rate and liquidation
      preferences) except that the issuer thereof shall be the Parent;


                                      -34-
<PAGE>

            (4) so long as no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, dividends paid by the
      Borrower to the Parent so long as the proceeds thereof are used at the
      time of such dividend payment by the Parent to pay a dividend on or
      repurchase Parent Common Stock; provided, however, that the Borrower is
      permitted to pay such dividend to the Parent under the Senior Secured
      Credit Agreement (as in effect on the Borrowing Date);

            (5) Investments in Foreign Subsidiaries by other Foreign
      Subsidiaries (other than the Israeli Subsidiaries);

            (6) dividends paid by Borrower to the Parent in an aggregate amount
      not to exceed $25.0 million so long as the Parent substantially
      contemporaneously uses the proceeds thereof to purchase shares of Parent
      Common Stock from Persons other than Affiliates of the Borrower; provided,
      however, that such dividends are paid by Borrower prior to March 31, 2000;

            (7) Investments by the Borrower or any Restricted Subsidiary that is
      a Guarantor constituting vendor financing provided to support the local
      operations of the Israeli Subsidiaries in amount not to exceed $60.0
      million outstanding at any time;

            (8) Investments in the Mexican Subsidiaries to fund their
      development of certain manufacturing facilities in Mexico in an aggregate
      amount not to exceed $80.0 million; provided that until January 31, 2001,
      the amount of such Investments shall not exceed $40.0 million in the
      aggregate; and provided, further, that such amount will either be funded
      (A) through Indebtedness incurred by the Mexican Subsidiaries or (B)
      through intercompany loans made by the Borrower, on terms satisfactory to
      the Administrative Agent, provided that (i) such intercompany loans shall
      be secured, on terms reasonably acceptable to the Administrative Agent, by
      all of the assets of the Mexican Subsidiaries, including those
      contemplated to be built or constructed, and (ii) the Mexican Subsidiaries
      shall become Guarantors (it being understood that the Guarantee of the
      Mexican Subsidiaries shall be subject to release pursuant to Section
      12.08) or (C) through the investment of up to $16.0 million of equity or
      other similar contributions or (D) through a combination of (A), (B) and
      (C);

            (9) Investments in Cables of Zion constituting the outstanding
      equity interests of Cables of Zion that are not held by the Borrower or
      any Subsidiary on the Borrowing Date; provided that the aggregate
      consideration therefor does not exceed $25.0 million;


                                      -35-
<PAGE>

            (10) so long as no Default or Event of Default shall have occurred
      or be continuing or would result therefrom, dividends paid by the Borrower
      to the Parent not earlier than the second Business Day prior to the due
      date of any scheduled interest payment on the Debentures so long as the
      proceeds thereof are actually used at the time of such dividend payment by
      the Parent to pay, on the scheduled quarterly interest payment date,
      interest accrued on the Debentures;

            (11) dividends paid by the Borrower to the Parent (x) so long as the
      proceeds thereof are used at the time of such dividend payment by the
      Parent to pay expenses for administrative, legal and accounting services
      provided by third parties that are reasonable and customary and incurred
      in the ordinary course of business by a publicly traded company for such
      professional services or to pay franchise and similar costs and (y) in an
      amount not to exceed the "additional amount" for any four consecutive
      fiscal quarters provided that such amount is used at the time of such
      dividend payment to pay actual expenses of the Parent (including
      employment expenses) and the "additional amount" is otherwise treated as
      an operating expense of the Borrower for purposes of determining
      compliance with the financial covenants contained herein; "additional
      amount" for any such period shall mean an amount not to exceed the sum of
      (i) $2.5 million and (ii) that portion of the fee permitted to be paid by
      Section 6.08(b)(vi) in such period that is not actually paid;

            (12) dividends paid by the Borrower to the Parent so long as the
      proceeds thereof are used at the time of such dividend payment by the
      Parent to make the payments permitted to be made by the Borrower pursuant
      to and in accordance with Sections 6.08(b)(v) and (vi);

            (13) the performance by the Borrower and the Restricted Subsidiaries
      of their obligations under the Essex Funding Agreement or similar
      obligations under a Receivables Financing Agreement;

            (14) Investments in the Norwegian Subsidiaries to fund the
      acquisition of the Norsk Kabel Assets in an amount not to exceed $45.0
      million; provided, that such amount will either be funded (A) through
      Indebtedness incurred by the Norwegian Subsidiaries or (B) through
      intercompany loans made by the Borrower, on terms satisfactory to the
      Administrative Agent, provided that such intercompany loans shall be
      secured, on terms reasonably acceptable to the Administrative Agent, by
      all of the assets of the Norwegian Subsidiaries, including those
      contemplated to be built or constructed, or (C) through the investment of
      equity or other similar contributions or (D) through a combination of (A),
      (B) and (C); and

            (15) so long as no Default shall have occurred or be continuing or
      would result therefrom, the Borrower and its Restricted Subsidiaries that
      are Guarantors


                                      -36-
<PAGE>

      may make new or additional cash Investments (including, without
      limitation, the Investments contemplated by Section 6.01(xv)) in an amount
      not to exceed $25.0 million outstanding at any one time (giving effect to
      any repayments in cash, but without giving effect to any distributions or
      profits thereon, write-downs or non-cash payments).

            (c) Not later than 50 days after the end of any fiscal quarter (100
days in the case of the last fiscal quarter of the fiscal year) during which any
Restricted Payment in excess of $10.0 million is made, the Borrower shall
deliver to the Administrative Agent an Officers' Certificate stating that all
Restricted Payments made during such fiscal quarter were permitted and setting
forth the basis upon which the calculations required by this covenant were
computed, together with a copy of any opinion or appraisal required by this
Agreement.

            6.03. Asset Sales. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Borrower
or the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value of the assets sold or otherwise disposed of (as determined in good faith
by the Borrower's Board of Directors); (ii) at least 80% of the consideration
received by the Borrower or such Restricted Subsidiary, as the case may be, from
such Asset Sale shall be cash or Cash Equivalents and is received at the time of
such disposition; provided that the amount of (x) any liabilities (as shown on
the Borrower's or such Restricted Subsidiary's most recent balance sheet or in
the notes thereto) of the Borrower or such Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Loans) that are assumed
by the transferee of any such assets and from which the Borrower and its
Restricted Subsidiaries are unconditionally released and (y) any notes or other
obligations received by the Borrower or such Restricted Subsidiary from such
transferee that are promptly, but in no event more than 30 days after receipt,
converted by the Borrower or such Restricted Subsidiary into cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received) shall be
deemed to be cash for purposes of this provision; and (iii) the Borrower shall
apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds in
accordance with Section 2.02(a), provided, however, that if at any time any
non-cash consideration received by the Borrower or any Restricted Subsidiary of
the Borrower, as the case may be, in connection with any Asset Sale is converted
into or sold or otherwise disposed of for cash (other than interest received
with respect to any such non-cash consideration), then such conversion or
disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with Section 2.02(a).

            Notwithstanding clause (ii) of the immediately preceding paragraph,
the Borrower and its Restricted Subsidiaries will be permitted to consummate an
Asset Sale without complying with clause (ii) of such paragraph to the extent
that at least 80% of the consid-


                                      -37-
<PAGE>

eration from such Asset Sale constitutes Replacement Assets and the remainder
constitutes cash or Cash Equivalents; provided that any consideration not
constituting Replacement Assets received by the Borrower or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of the immediately preceding paragraph.

            6.04. Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries. The Borrower will not, and will not cause or permit any
of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any encumbrance or restriction on
the ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on or in respect of its Capital Stock; (b) make loans or advances
or to pay any Indebtedness or other obligation owed to the Borrower or any other
Restricted Subsidiary; or (c) transfer any of its property or assets to the
Borrower or any other Restricted Subsidiary, except for such encumbrances or
restrictions existing under or by reason of: (1) applicable law; (2) this
Agreement; (3) customary non-assignment provisions of any contract or any lease
governing a leasehold interest of any Restricted Subsidiary; (4) any instrument
governing Acquired Indebtedness, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person or the properties or assets of the Person so acquired as such
instrument is in effect on the date of the acquisition; (5) the Senior Secured
Credit Documents; (6) agreements existing on the Borrowing Date to the extent
and in the manner such agreements are in effect on the Borrowing Date; (7)
restrictions on the transfer of assets subject to any Lien permitted under this
Agreement imposed by the holder of such Lien; (8) restrictions imposed by any
agreement to sell assets permitted under this Agreement to any Person pending
the closing of such sale; (9) an agreement or instrument governing Indebtedness
incurred to refinance the Indebtedness incurred pursuant to an agreement
referred to in clause (2), (4), (5) or (6) above; provided, however, that the
provisions relating to such encumbrance or restriction contained in any such
refinancing Indebtedness are not materially more restrictive, taken as a whole,
than the provisions relating to such encumbrance or restriction contained in
agreements referred to in such clause (2), (4), (5) or (6); (10) customary
provisions restricting assignment of any licensing agreement entered into by the
Borrower or a Restricted Subsidiary of the Borrower in the ordinary course of
business; (11) any agreement or instrument governing Capital Stock of any Person
that is assumed in connection with the acquisition thereof and not entered into
in contemplation of such acquisition; and (12) other Indebtedness permitted to
be incurred subsequent to the Borrowing Date pursuant to the provisions of
Section 6.01; provided that (x) any such restrictions are ordinary and customary
with respect to the type of Indebtedness being incurred (under the relevant
circumstances) and (y) in no event shall such restrictions be more restrictive
in any respect than those contained in the Senior Secured Credit Agreement as in
effect on the Borrowing Date.


                                      -38-
<PAGE>

            6.05. Liens. The Borrower shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Lien (other than Permitted Liens) that secures any (i) trade
payables or (ii) Indebtedness of the Borrower or any Guarantor which is
expressly by its terms subordinated in right of payment to any other
Indebtedness of the Borrower or such Guarantor, unless in the case of clause
(ii) the Loans or the Guarantee of such Guarantor, as the case may be, are
secured by a Lien on such asset or property that is (x) pari passu with such
other Indebtedness if such other Indebtedness is pari passu with the Loans or
the Guarantee of such Guarantor, as the case may be, or (y) if such other
indebtedness is subordinated to the Loans or the Guarantee of such Guarantor, as
the case may be, senior in priority to the Lien securing such other
Indebtedness, in each case, until such time as such obligations are no longer
secured by a Lien.

            6.06. Senior Subordinated Debt. Neither the Borrower nor any
Guarantor will incur or suffer to exist Indebtedness that is senior in right of
payment to the Loans or the Guarantee of such Guarantor, as applicable, and
expressly subordinate in right of payment to any other Indebtedness of the
Borrower or such Guarantor, as applicable.

            6.07. Merger, Consolidation and Sale of Assets. (a) The Borrower
will not, in a single transaction or series of related transactions, consolidate
or merge with or into any Person, or sell, assign, transfer, lease, convey or
otherwise dispose of (or cause or permit any Restricted Subsidiary to sell,
assign, transfer, lease, convey or otherwise dispose of) all or substantially
all of the Borrower's assets (determined on a consolidated basis for the
Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety or
substantially as an entirety to any Person unless: (i) either (1) the Borrower
shall be the surviving or continuing corporation or (2) the Person (if other
than the Borrower) formed by such consolidation or into which the Borrower is
merged or the Person which acquires by sale, assignment, transfer, lease,
conveyance or other disposition the properties and assets of the Borrower and of
the Borrower's Restricted Subsidiaries substantially as an entirety (the
"Surviving Entity") (x) shall be a corporation organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and (y) shall expressly assume, by an amended subordinated credit
agreement (in form and substance reasonably satisfactory to the Administrative
Agent), executed and delivered to the Administrative Agent, the due and punctual
payment of the principal of, and premium, if any, and interest on all of the
Loans and any other Obligations hereunder and the performance of every covenant
in this Agreement on the part of the Borrower to be performed or observed; (ii)
immediately before and immediately after giving effect to such transaction and
the assumption contemplated by clause (i)(2)(y) above (including, without
limitation, giving effect to any Indebtedness incurred or anticipated to be
in-


                                      -39-
<PAGE>

curred and any Lien granted or anticipated to be granted in connection with or
in respect of the transaction), no Default shall have occurred and be
continuing; (iii) immediately before and immediately after giving effect to such
transaction and the assumption contemplated by clause (i)(2)(y) above
(including, without limitation, giving effect to any Indebtedness incurred or
anticipated to be incurred and any Lien granted or anticipated to be granted in
connection with or in respect of the transaction), the Borrower would be able to
incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the
Borrower or the Surviving Entity shall have delivered to the Administrative
Agent an Officer's Certificate and an opinion of counsel, each stating that such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and, if a subordinated amended credit agreement is required in
connection with such transaction, such amended credit agreement comply with the
applicable provisions of this Agreement and that all conditions precedent in
this Agreement relating to such transaction have been satisfied.

            (b) For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Borrower the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Borrower, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Borrower.

            (c) Upon any consolidation, combination or merger or any transfer of
all or substantially all of the assets of the Borrower in accordance with the
foregoing, in which the Borrower is not the continuing corporation, the
successor Person formed by such consolidation or into which the Borrower is
merged or to which such conveyance, lease or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Borrower
under this Agreement and the Loans with the same effect as if such surviving
entity had been named as such. When a successor assumes all of the obligations
of its predecessor under this Agreement, the predecessor shall be released from
those obligations.

            (d) Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of this Agreement or in connection with
any transaction complying with the provisions of Section 6.03) will not, and the
Borrower will not cause or permit any Guarantor to, consolidate with or merge
with or into any Person other than the Borrower or any other Guarantor unless:
(i) the entity formed by or surviving any such consolidation or merger (if other
than the Guarantor) or to which such sale, lease, conveyance or other
disposition shall have been made is a corporation organized and existing under
the laws of the United States or any State thereof or the District of Columbia;
(ii) such entity assumes by an amended subordinated credit agreement (in form
and substance reasonably satisfactory to the Administrative Agent) all of the
obligations of the Guarantor under its Guarantee and this Agreement and the
performance of every covenant in this Agreement on the part of the Guarantor to
be performed or observed; and (iii) the conditions in clauses (ii) and (iii) in
paragraph (a) (with references therein to clause (i)(2)(y) being deemed to be
references to clause (ii) of this paragraph) shall have been satisfied. Any
merger or consolidation of a Guarantor with and into the Borrower (with the
Borrower being the surviving entity) or another Guarantor that is a Wholly Owned
Restricted Subsidiary or the merger of

                                      -40-
<PAGE>

Essex with and into Superior Telecommunications need only comply with clause
(iv) of Section 6.07(a).

            6.08. Transactions with Affiliates. (a) The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction or series of related transactions
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with, or for the benefit of, any of
its Affiliates (each an "Affiliate Transaction"), other than (x) Affiliate
Transactions permitted under paragraph (b) below and (y) Affiliate Transactions
on terms that are no less favorable than those that might reasonably have been
obtained in a comparable transaction at such time on an arm's-length basis from
a Person that is not an Affiliate of the Borrower or such Restricted Subsidiary.
All Affiliate Transactions (and each series of related Affiliate Transactions
which are similar or part of a common plan) involving aggregate consideration in
excess of $5.0 million shall be approved by the Board of Directors of the
Borrower or such Restricted Subsidiary, as the case may be, such approval to be
evidenced by a Board Resolution stating that such Board of Directors has
determined that such transaction complies with the foregoing provisions. If the
Borrower or any Restricted Subsidiary enters into an Affiliate Transaction (or a
series of related Affiliate Transactions which are similar or part of a common
plan) that involves an aggregate consideration of more than $20.0 million, the
Borrower or such Restricted Subsidiary, as the case may be, shall, prior to the
consummation thereof, also obtain a written opinion of an Independent Financial
Advisor to the effect that such transaction is fair to the Borrower or such
Restricted Subsidiary, as the case may be, from a financial point of view.

            (b) The restrictions set forth in paragraph (a) above shall not
apply to (i) reasonable fees and compensation paid to and indemnity provided on
behalf of, officers, directors, employees or consultants of the Borrower or any
Restricted Subsidiary as determined in good faith by the Borrower's Board of
Directors or senior management; (ii) transactions exclusively between or among
the Borrower and any of its Restricted Subsidiaries or exclusively between or
among such Restricted Subsidiaries, provided such transactions are not otherwise
prohibited by this Agreement and, in the case of transactions with a Restricted
Subsidiary that is not a Guarantor, such transactions comply with clause (y) of
the first sentence of paragraph (a) of this Section 6.08; (iii) any agreement as
in effect as of the Borrowing Date or any amendment thereto or replacement
thereof or any transaction contemplated thereby (including pursuant to any
amendment thereto or replacement thereof) so long as any such amendment or
replacement is not more disadvantageous to the Lenders in any material respect
than the agreement as in effect on the Borrowing Date; (iv) Restricted Payments
and Permitted Investments permitted by this Agreement; (v) the performance of
the Services Agreement and payments thereunder, provided that (x) such payments
may not exceed $5.0 million in any four fiscal quarter period and (y) the
portion of such payment for services described in Section 3(b) thereof shall be
subject to the "arm's-length" standard described in clause (y) of paragraph (a)
of this Section 6.08; and


                                      -41-
<PAGE>

(vi) (x) the Parent Tax Allocation Agreement and the Borrower and its Domestic
Subsidiaries may make payments thereunder and (y) the Alpine Tax Allocation
Agreement and the Borrower and its Domestic Subsidiaries may make payments
thereunder.

            6.09. Additional Guarantees. If (x) the Borrower acquires or creates
any Restricted Subsidiary (including by merger) or designates any Unrestricted
Subsidiary as a Restricted Subsidiary, and such Restricted Subsidiary is not a
Foreign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary
guarantees or becomes an obligor under the Senior Secured Credit Agreement, the
Borrower shall cause such Restricted Subsidiary to (i) execute and deliver to
the Administrative Agent an amendment to this Agreement in form reasonably
satisfactory to the Administrative Agent pursuant to which such Restricted
Subsidiary shall unconditionally guarantee all of the Borrower's obligations
under the Loans and this Agreement on the terms set forth in this Agreement and
(ii) deliver to the Administrative Agent an opinion of counsel, subject to
customary exceptions to the effect that such amendment has been duly authorized,
executed and delivered by such Restricted Subsidiary and constitutes a legal,
valid, binding and enforceable obligation of such Restricted Subsidiary;
provided that no such action will be required by any new Restricted Subsidiary
(that is not a Wholly Owned Restricted Subsidiary) to the extent such new
Restricted Subsidiary is a party to a preexisting agreement which prohibits such
new Restricted Subsidiary from becoming a Subsidiary Guarantor hereunder;
provided, further, such preexisting agreement was not entered into for the
purpose of avoiding the requirements of this Section 6.09 and the restrictions
contained therein are no more adverse to the Borrower and its Subsidiaries than
to the other equity owners in such new Restricted Subsidiary. In addition, each
new Restricted Subsidiary that is required to execute any Credit Document shall
execute and deliver, or cause to be executed and delivered, all other relevant
documentation of the type described in Section 3 as such new Restricted
Subsidiary would have had to deliver if such new Restricted Subsidiary were a
Credit Party on the Borrowing Date. Thereafter, such Restricted Subsidiary shall
be a Subsidiary Guarantor for all purposes of this Agreement.

            6.10. Designation of Unrestricted Subsidiaries. (a) The Board of
Directors may designate any Subsidiary (including any newly acquired or newly
formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns
any Capital Stock of, or owns or holds any Lien on any property of, the Borrower
or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of
the Subsidiary to be so designated; provided that (x) the Borrower certifies to
the Administrative Agent that such designation complies with the provisions of
Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each
of its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Borrower or any of its Restricted
Subsidiaries and (z) immediately before and after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing.


                                      -42-
<PAGE>

            (b) The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if (x) immediately after giving effect to
such designation, the Borrower is able to incur at least $1.00 of additional
Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before
and immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing.

            (c) Any such designation in paragraph (a) or (b) above by the Board
of Directors shall be evidenced to the Administrative Agent by promptly filing
with the Administrative Agent a copy of the Board Resolution giving effect to
such designation and an officers' certificate certifying that such designation
complied with the foregoing provisions.

            6.11. Conduct of Business. The Borrower and its Restricted
Subsidiaries will not engage in any business other than the businesses in which
the Borrower and its Restricted Subsidiaries are engaged in as of the Borrowing
Date and activities incidental thereto, and similar or related businesses.

            6.12. Limitation of Activities of Parent. The Parent shall not (i)
hold or acquire any assets (other than the Capital Stock of the Borrower,
Superior Trust I and DNE Systems and its Subsidiaries and insignificant assets),
(ii) incur any Indebtedness (other than the Trust Preferred Securities, its
Guarantee, its guarantee under the Senior Secured Credit Agreement and
obligations in connection with its day to day activities in the ordinary
course), or (iii) conduct any business or have any operations, other than
holding the Capital Stock and assets permitted by clause (i) above, activities
reasonably related thereto and those consistent with its status as a publicly
traded company.

            7. EVENTS OF DEFAULT.

            Upon the occurrence of any of the following specified events (each
an "Event of Default"):

            7.01. Failure to Make Payments When Due. Failure to pay interest on
the Loans or fees when the same becomes due and payable and the default
continues for a period of 30 days (whether or not such payment shall be
prohibited by the subordination provisions of this Agreement); and failure to
pay the principal on the Loans, when such principal becomes due and payable, at
maturity, upon mandatory prepayment or otherwise (including the failure to make
a payment to purchase Loans tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer) (whether or not such payment shall be prohibited by the
subordination provisions of this Agreement);

            7.02. Breach of Representations, etc. Any representation, warranty
or statement made by any Credit Party in any Credit Document or in any statement
or certificate delivered pursuant thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made;


                                      -43-
<PAGE>

            7.03. Breach of Covenants. Default in the observance or performance
of any other covenant or agreement contained in this Agreement which default
continues for a period of 45 days after the Borrower receives written notice
specifying the default (and demanding that such default be remedied) from the
Administrative Agent or the Lenders holding at least 25% of the outstanding
principal amount of the Loans (except in the case of a default with respect to
Section 6.07 or Section 6.12, which will constitute an Event of Default with
such notice requirement but without such passage of time requirement);

            7.04. Default Under Other Agreements. Default under any mortgage,
indenture or other instrument or agreement under which there may be issued, or
by which there may be secured or evidenced, Indebtedness of the Parent, the
Borrower or any Restricted Subsidiary, whether such Indebtedness now exists or
is incurred after the Closing Date, which default (a) is caused by a failure to
pay such Indebtedness at its express final maturity within the applicable
express grace period (and such failure continues for a period of 30 days or
more) or (b) results in the acceleration of such Indebtedness prior to its
express final maturity (which acceleration is not rescinded, annulled or
otherwise cured within 30 days of receipt by the Parent, the Borrower or such
Restricted Subsidiary of such notice of acceleration) and, in each case, the
principal amount of such Indebtedness, together with any other Indebtedness with
respect to which an event described in clause (a) or (b) has occurred and is
continuing, aggregates $25.0 million or more;

            7.05. Judgments. One or more judgments in an aggregate amount in
excess of $15.0 million shall have been rendered against the Parent, the
Borrower or any Restricted Subsidiary and such judgments remain undischarged,
unpaid or unstayed for a period of 60 days after such judgment or judgments
become final and non-appealable;

            7.06. Bankruptcy. The Parent, the Borrower or any Significant
Subsidiary shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Parent, the Borrower or any Significant Subsidiary and the
petition is not controverted within 30 days, or is not dismissed within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Parent, the Borrower or any Significant Subsidiary; or the
Parent, the Borrower or any Significant Subsidiary commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Parent, the
Borrower or any Significant Subsidiary; or there is commenced against the
Parent, the Borrower or any Significant Subsidiary any such proceeding which
remains undismissed for a period of 60 days; or the Parent, the Borrower or any
Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or the
Parent, the Borrower or any Significant Subsidiary suffers any


                                      -44-
<PAGE>

appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Parent, the Borrower or any Significant Subsidiary makes a general assignment
for the benefit of creditors; or any corporate action is taken by the Parent,
the Borrower or any Significant Subsidiary for the purpose of effecting any of
the foregoing.

            7.07. Guarantees. Any of the Guarantees ceases to be in full force
and effect or any of the Guarantees is declared to be null and void and
unenforceable or any of the Guarantees is found to be invalid or any of the
Guarantors denies its liability under its Guarantee (other than in each case by
reason of release of a Subsidiary Guarantor in accordance with the terms of this
Agreement and the Guarantees); provided, however, that if any such Guarantee is
the Guarantee of a Subsidiary Guarantor that is not a Significant Subsidiary,
then such event shall only result in an Event of Default under this Section 7.08
if such event, together with similar events involving Subsidiary Guarantors that
are not Significant Subsidiaries, would have a Material Adverse Effect.

            7.08. Remedies. If an Event of Default (other than an Event of
Default specified in Section 7.06 above with respect to the Borrower) shall
occur and be continuing, the Administrative Agent or the Lenders holding at
least 25% in principal amount of outstanding Loans may declare the principal of
and accrued interest on all the Loans to be due and payable by notice in writing
to the Borrower and the Administrative Agent specifying the respective Event of
Default and that it is a "notice of acceleration" (the "Acceleration Notice"),
and the same (i) shall become immediately due and payable or (ii) if there are
any amounts outstanding under the Senior Secured Credit Agreement, shall become
immediately due and payable upon the first to occur of an acceleration under the
Senior Secured Credit Agreement or 5 Business Days after receipt by the Borrower
and the Representative under the Senior Secured Credit Agreement of such
Acceleration Notice but only if such Event of Default is then continuing. If an
Event of Default specified in Section 7.06 above with respect to the Borrower
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the outstanding Loans shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Administrative Agent or any Lender.

            In the event of a declaration of acceleration because an Event of
Default set forth in Section 7.04 above has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if
either (x) the holders of the Indebtedness which is the subject of such Event of
Default have waived such failure to pay at maturity or have rescinded the
acceleration in respect of such Indebtedness within 60 days of such maturity or
declaration of acceleration, as the case may be, and no other Event of Default
has occurred during such 60-day period which has not been cured or waived or (y)
such Indebtedness shall have been discharged or the maturity thereof shall have
been extended such that it is not then due and payable, or the underlying
default has been cured (and any accelera-


                                      -45-
<PAGE>

tion based thereon of such other Indebtedness has been rescinded), within 60
days of such maturity or declaration of acceleration, as the case by be.

            At any time after a declaration of acceleration with respect to the
Loans as described in the preceding paragraph, the Required Lenders may rescind
and cancel such declaration and its consequences (i) if the rescission would not
conflict with any judgment or decree, (ii) if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration, (iii) to the extent the payment
of such interest is lawful, interest on overdue installments of interest and
overdue principal, which has become due otherwise than by such declaration of
acceleration, has been paid, (iv) if the Borrower has paid the Administrative
Agent its reasonable compensation and reimbursed the Administrative Agent for
its expenses, disbursements and advances and (v) in the event of the cure or
waiver of an Event of Default of the type described in Section 7.06, the
Administrative Agent shall have received an officers' certificate and an opinion
of counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

            The Required Lenders may waive any existing Default or Event of
Default under this Agreement, and its consequences, except a default in the
payment of the principal of or interest on any Loans or Notes.

            The Lenders may not enforce this Agreement or the Loans except as
provided in this Agreement. Subject to the provisions of this Agreement relating
to the duties of the Administrative Agent, the Administrative Agent is under no
obligation to exercise any of its rights or powers under this Agreement at the
request, order or direction of any of the Lenders, unless such Lenders have
offered to the Administrative Agent reasonable indemnity. Subject to all
provisions of this Agreement and applicable law, the Required Lenders have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Administrative Agent or exercising any trust or power
conferred on the Administrative Agent.

            The Borrower shall provide an Officers' Certificate to the
Administrative Agent promptly upon any such officer obtaining knowledge of any
Default or Event of Default (provided that such officers shall provide such
certification at least annually whether or not they know of any Default or Event
of Default) that has occurred and, if applicable, describe such Default or Event
of Default and the status thereof.

            8. SUBORDINATION.

            8.01. Obligations Subordinated to Senior Indebtedness. Each of the
Borrower and each Guarantor covenants and agrees, and each Lender, by its
acceptance thereof, likewise covenants and agrees, that payment of all
Obligations in respect of the


                                      -46-
<PAGE>

Loans, Notes and Guarantees shall be subject to the provisions of this Section
8, and each Lender (including any assignee or participant thereof) accepts and
agrees that the payment of all Obligations on the Loans, the Notes and
Guarantees by the Borrower and the Guarantors shall, to the extent and in the
manner herein set forth, be subordinated and junior in right of payment to the
prior payment in full in cash or Cash Equivalents of all Obligations in respect
of Senior Indebtedness, including, without limitation, the Borrower's and the
Guarantors' obligations under the Senior Secured Credit Agreement, that the
subordination is for the benefit of, and shall be enforceable directly by, the
holders of Senior Indebtedness, and that each holder of Senior Indebtedness
whether now outstanding or hereafter created, incurred, assumed or guaranteed
shall be deemed to have acquired Senior Indebtedness in reliance upon the
covenants and provisions contained in this Agreement and the Notes.

            8.02. Suspension of Payment When Senior Indebtedness Is in Default.
(a) If any default occurs and is continuing in the payment when due, whether at
maturity, upon any redemption, by declaration or otherwise, of any principal of,
interest on, unpaid drawings for letters of credit issued in respect of, or
regularly accruing fees with respect to, any Senior Indebtedness, no payment of
any kind or character shall be made by or on behalf of the Borrower, any
Guarantor or any other Person on their behalf with respect to any Obligations on
the Loans, the Guarantees or the Notes or to acquire any of the Loans, the
Guarantees or the Notes for cash or property or otherwise. In addition, if any
other event of default occurs and is continuing with respect to any Senior
Indebtedness, as such event of default is defined in the instrument creating or
evidencing such Senior Indebtedness, permitting the holders of such Senior
Indebtedness then outstanding to accelerate the maturity thereof and if the
Representative for the respective issue of Senior Indebtedness gives notice of
the event of default to the Administrative Agent (a "Default Notice"), then,
unless and until such event of default have been cured or waived or have ceased
to exist or the Administrative Agent receives notice thereof from the
Representative for the respective issue of Senior Indebtedness terminating the
Blockage Period (as defined below) or all Obligations on Senior Indebtedness
have been repaid in full in cash or Cash Equivalents, during the 180 days after
the delivery of such Default Notice (the "Blockage Period"), neither the
Borrower, nor any Guarantor nor any other Person on their behalf shall (x) make
any payment of any kind or character with respect to any Obligations on the
Loans, the Guarantees or the Notes or (y) acquire any of the Loans, the
Guarantees or the Notes for cash or property or otherwise.

            (b) Notwithstanding anything herein to the contrary, in no event
will a Blockage Period extend beyond 180 days from the date any payment on the
Loans was due and only one such Blockage Period may be commenced within any 360
consecutive days. No event of default which existed or was continuing on the
date of the commencement of any Blockage Period with respect to the Senior
Indebtedness shall be, or be made, the basis for commencement of a second
Blockage Period by the Representative of such Senior Indebtedness whether or not
within a period of 360 consecutive days, unless such event of de-


                                      -47-
<PAGE>

fault shall have been cured or waived for a period of not less than 90
consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
commencement of such Blockage Period that, in either case, would give rise to an
event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default for
this purpose).

            (c) In the event that, notwithstanding the foregoing, any payment
shall be received by the Administrative Agent or any Lender when such payment is
prohibited by Section 8.02(a) or (b), such payment shall be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amount of
Senior Indebtedness held by such holders) or their respective Representatives,
as their respective interests may appear. The Administrative Agent shall be
entitled to rely on information regarding amounts then due and owing on the
Senior Indebtedness, if any, received from the holders of Senior Indebtedness
(or their Representatives) or, if such information is not received from such
holders or their Representatives, from the Borrower or the Guarantors and only
amounts included in the information provided to the Administrative Agent shall
be paid to the holders of Senior Indebtedness.

            (d) Nothing contained in this Section 8 shall limit the right of the
Administrative Agent or the Lenders to take any action to accelerate the
maturity of the Loans and the Notes or to pursue any rights or remedies
hereunder; provided that all Senior Indebtedness thereafter due or declared to
be due shall first be paid in full in cash or Cash Equivalents before the
Lenders are entitled to receive any payment of any kind or character with
respect to Obligations on the Loans, the Guarantees or the Notes.

            8.03. Loans Subordinated to Prior Payment of All Senior Indebtedness
on Dissolution, Liquidation or Reorganization of Borrower. (a) Upon any payment
or distribution of assets of the Borrower or any Guarantor of any kind or
character, whether in cash, property or securities, to creditors upon any total
or partial liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Borrower or such
Guarantor, as the case may be, or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to the Borrower or such
Guarantor, as the case may be, or its or their property, whether voluntary or
involuntary, all Obligations due or to become due upon all Senior Indebtedness
of the Borrower or such Guarantor, as the case may be, shall first be paid in
full in cash or Cash Equivalents, or such payment shall be duly provided for to
the satisfaction of the holders of such Senior Indebtedness, before any payment
or distribution of any kind or character is made on account of any Obligations
in respect of the Loans or the Notes, or the Guarantees of such Guarantor, as
the case may be, or for the acquisition of any of the Loans or the Notes for
cash or property or otherwise. Upon any such dissolution, winding-up,
liquidation, reorganization, receivership or similar proceeding, any payment or
distribution of assets of the Borrower or


                                      -48-
<PAGE>

any Guarantor of any kind or character, whether in cash, property or securities,
to which the Lenders or the Administrative Agent under this Agreement would be
entitled, except for the provisions hereof, shall be paid by the Borrower or
such Guarantor, as the case may be, or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Lenders or by the Administrative Agent under this Agreement if
received by them, directly to the holders of Senior Indebtedness (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash or Cash Equivalents after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of Senior Indebtedness.

            (b) To the extent any payment of Senior Indebtedness (whether by or
on behalf of the Borrower or any Guarantor, as proceeds of security or
enforcement of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such receiver, trustee
in bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed
to be reinstated and outstanding as if such payment had not occurred.

            (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Borrower or any Guarantor of any kind or
character, whether in cash, property or securities, shall be received by the
Administrative Agent or any Lender when such payment or distribution is
prohibited by Section 8.03(a), such payment or distribution shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness of Borrower or such Guarantor, as the case may be (pro rata
to such holders on the basis of the respective amount of Senior Indebtedness
held by such holders), or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the payment of such Senior Indebtedness remaining unpaid until all such
Senior Indebtedness has been paid in full in cash or Cash Equivalents, after
giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of such Senior Indebtedness.

            (d) The consolidation of the Borrower or any Guarantor with, or the
merger of the Borrower or any Guarantor with or into, another corporation or the
liquidation or dissolution of the Borrower following the conveyance or transfer
of all or substantially all of its assets to another corporation upon the terms
and conditions provided in Section 6.07


                                      -49-
<PAGE>

hereof and as long as permitted under the terms of the Senior Indebtedness shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 8.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, assume the Borrower's or such
Guarantor's obligations, as the case may be, hereunder in accordance with
Section 6.07 hereof.

            8.04. Lenders to Be Subrogated to Rights of Holders of Senior
Indebtedness. Subject to the payment in full in cash or Cash Equivalents of all
Senior Indebtedness, the Lenders shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Borrower or the applicable Guarantor, as the case
may be, applicable to the Senior Indebtedness until the Loans shall be paid in
full; and, for the purposes of such subrogation, no such payments or
distributions to the holders of the Senior Indebtedness by or on behalf of the
Borrower or any Guarantor or by or on behalf of the Lenders by virtue of this
Section 8 which otherwise would have been made to the Lenders shall, as between
the Borrower or the applicable Guarantor, as the case may be, and the Lenders,
be deemed to be a payment by the Borrower or the applicable Guarantor, as the
case may be, to or on account of the Senior Indebtedness, it being understood
that the provisions of this Section 8 are and are intended solely for the
purpose of defining the relative rights of the Lenders, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

            8.05. Obligations of the Borrower Unconditional. Nothing contained
in this Section 8 or elsewhere in this Agreement or in the Notes is intended to
or shall impair, as between the Borrower and the Lenders, the obligation of the
Borrower, which is absolute and unconditional, to pay to the Lenders the
principal of and interest on the Loans as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the Lenders and creditors of the Borrower other than the
holders of the Senior Indebtedness, nor shall anything herein or therein prevent
the Administrative Agent or any Lender from exercising all remedies otherwise
permitted by applicable law upon default under this Agreement, subject to the
rights, if any, under this Section 8 of the holders of Senior Indebtedness in
respect of cash, property or securities of the Borrower received upon the
exercise of any such remedy. Upon any payment or distribution of assets or
securities of the Borrower referred to in this Section 8, the Administrative
Agent and the Lenders shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which any liquidation, dissolution,
winding-up or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidating trustee or agent or other Person
making any payment or distribution to the Administrative Agent or to the Lenders
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of Senior Indebtedness and other
Indebtedness of the Borrower, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Section 8. Nothing in this Section 8 shall apply to the claims of, or
payments to, the Administrative


                                      -50-
<PAGE>

Agent, in its capacity as such. The Administrative Agent shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of,
or other representative of, such holder) to establish that such notice has been
given by a holder of such Senior Indebtedness or a trustee or representative on
behalf of any such holder.

            In the event that the Administrative Agent determines in good faith
that any evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Section 8, the Administrative Agent may request such Person to
furnish evidence to the reasonable satisfaction of the Administrative Agent as
to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Section 8, and if
such evidence is not furnished, the Administrative Agent may defer any payment
to such Person pending judicial determination as to the right of such Person to
receive such payment.

            8.06. Administrative Agent Entitled to Assume Payments Not
Prohibited in Absence of Notice. The Borrower shall give prompt written notice
to the Administrative Agent of any fact known to the Borrower which would
prohibit the making of any payment to or by the Administrative Agent in respect
of the Loans, the Guarantees or the Notes pursuant to the provisions of this
Section 8. Regardless of anything to the contrary contained in this Section 8 or
elsewhere in this Agreement, the Administrative Agent shall not be charged with
knowledge of the existence of any default or event of default with respect to
any Senior Indebtedness or of any other facts which would prohibit the making of
any payment to or by the Administrative Agent unless and until the
Administrative Agent shall have received notice in writing from the Borrower or
any Guarantor, or from a holder of Senior Indebtedness or a Representative
therefor, together with proof satisfactory to the Administrative Agent of such
holding of Senior Indebtedness or of the authority of such Representative, and,
prior to the receipt of any such written notice, the Administrative Agent shall
be entitled to assume that no such facts exist.

            8.07. Application by Administrative Agent of Assets Deposited with
It. Any deposit of assets or securities by or on behalf of the Borrower or any
Guarantor with the Administrative Agent (whether or not in trust) for the
payment of principal of or interest on any Loans, the Guarantees or Notes shall
be subject to the provisions of this Section 8; provided, however, that if prior
to the second Business Day preceding the date on which by the terms of this
Agreement any such assets may become distributable for any purpose (including,
without limitation, the payment of either principal of or interest on any Loan
or Note) the Administrative Agent shall not have received with respect to such
assets the notice provided for in Section 8.06, then the Administrative Agent
shall have full power and authority to receive such assets and to apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary received by it on or after


                                      -51-
<PAGE>

such date. Nothing contained in this Section 8.07 shall limit the right of the
holders of Senior Indebtedness to recover payments as contemplated by this
Section 8.

            8.08. No Waiver of Subordination Provisions. (a) No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Borrower or any Guarantor or by any act
or failure to act by any such holder, or by any non-compliance by the Borrower
or any Guarantor with the terms, provisions and covenants of this Agreement,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

            (b) Without limiting the generality of subsection (a) of this
Section 8.08, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Administrative Agent or the
Lenders, without incurring responsibility to the Administrative Agent or the
Lenders and without impairing or releasing the subordination provided in this
Section 8 or the obligations hereunder of the Lenders to the holders of Senior
Indebtedness, do any one or more of the following: (1) change the manner, place,
terms or time of payment of, or renew or alter, Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any
Person liable in any manner for the collection or payment of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against the
Borrower and any other Person.

            8.09. Lenders Authorize Administrative Agent to Effectuate
Subordination of Loans. Each Lender authorizes and expressly directs the
Administrative Agent on such Lender's behalf to take such action as may be
necessary or appropriate to effect the subordination provisions contained in
this Section 8, and appoints the Administrative Agent such Lender's
attorney-in-fact for such purpose, including, in the event of any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of creditors
or marshaling of assets of the Borrower or any Guarantor tending towards
liquidation or reorganization of the business and assets of the Borrower or any
Guarantor, the immediate filing of a claim for the unpaid balance of such
Lender's Loans in the form required in said proceedings and cause said claim to
be approved. If the Administrative Agent does not file a proper claim or proof
of debt in the form required in such proceeding prior to 30 days before the
expiration of the time to file such claim or claims, then any of the holders of
the Senior Indebtedness or their Representative is hereby authorized to file an
appropriate claim for and on behalf of the Lenders. Nothing herein contained
shall be deemed to authorize the Administrative Agent or the holders of Senior
Indebtedness or their Representative to authorize or consent to or accept or
adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Loans or the rights of any Lender, or to
authorize the


                                      -52-
<PAGE>

Administrative Agent or the holders of Senior Indebtedness or their
Representative to vote in respect of the claim of any Lender in any such
proceeding.

            8.10. Right of Administrative Agent and Lenders to Hold Senior
Indebtedness. The Administrative Agent and each Lender shall be entitled to all
the rights set forth in this Section 8 with respect to any Senior Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness and nothing in this
Agreement shall deprive the Administrative Agent or any Lender or any such agent
of any of its rights as such holder.

            8.11. This Section 8 Not to Prevent Events of Default. The failure
to make a payment on account of principal of or interest on the Loans by reason
of any provision of this Section 8 will not be construed as preventing the
occurrence of an Event of Default.

            Nothing contained in this Section 8 shall limit the right of the
Administrative Agent or the Lenders to take any action to accelerate the
maturity of the Loans pursuant to Section 7 or to pursue any rights or remedies
hereunder or under applicable law, subject to the rights, if any, under this
Section 8 of the holders, from time to time, of Senior Indebtedness.

            8.12. No Fiduciary Duty of Administrative Agent to Holders of Senior
Indebtedness. The Administrative Agent shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness, and it undertakes to perform or
observe such of its covenants and obligations as are specifically set forth in
this Section 8, and no implied covenants or obligations with respect to the
Senior Indebtedness shall be read into this Agreement against the Administrative
Agent. The Administrative Agent shall not be liable to any such holders if it
shall pay over or deliver to the Lenders or the Borrower or any other Person
money or assets in compliance with the terms of this Agreement. Nothing in this
Section 8.12 shall affect the obligation of any Person other than the
Administrative Agent and the Lenders to hold such payment for the benefit of,
and to pay such payment over to, the holders of Senior Indebtedness or their
Representative.

            8.13. Effect on Senior Indebtedness. No amendment of this Agreement
shall adversely affect the rights of any holder of Senior Indebtedness under
this Section 8 of this Agreement, without the consent of such holder.

            9. DEFINITIONS AND ACCOUNTING TERMS.

            9.01. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):


                                      -53-
<PAGE>

            "Acquired Indebtedness" shall mean Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or at the time it merges or consolidates with the Borrower or any of
its Restricted Subsidiaries or assumed in connection with the acquisition of
assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary or such acquisition, merger or consolidation.

            "Adjusted Maximum Amount" shall have the meaning provided in Section
12.01(c) of this Agreement.

            "Administrative Agent" shall mean BTCo, and shall include any
successor appointed pursuant to Section 10.10.

            "Affiliate" shall mean, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing. A Person shall be deemed to control a corporation
if such Person possesses, directly or indirectly, the power (i) to vote 10% or
more of the securities having ordinary voting power for the election of
directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise. Without limiting the foregoing,
Alpine and its Affiliates shall be deemed to be Affiliates of the Borrower and
its Subsidiaries so long as the Service Agreement is in place.

            "Agent" or "Agents" shall mean the Administrative Agent and the
Syndication Agent, collectively.

            "Aggregate Payments" shall have the meaning provided in Section
12.01(c) of this Agreement.

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

            "Alpine" shall mean The Alpine Group, Inc., a Delaware
corporation, which currently owns approximately 50.1% of the outstanding
stock of the Parent.

            "Alpine Tax Allocation Agreement" shall mean the tax allocation
agreement by and among Alpine, the Parent and their respective Affiliates dated
as of October 2, 1996, effective as of May 1, 1996.


                                      -54-
<PAGE>

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

            "Alternate Base Rate Loan" shall mean a Loan for which the Interest
Rate on such Loan is the Alternate Base Rate.

            "amend" shall mean amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

            "Approved Lender" shall have the meaning provided in the definition
of "Cash Equivalents."

            "Asset Acquisition" shall mean (a) an Investment by the Borrower or
any Restricted Subsidiary in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Borrower or of any Restricted
Subsidiary of the Borrower, or shall be merged with or into the Borrower or any
Restricted Subsidiary, or (b) the acquisition by the Borrower or any Restricted
Subsidiary of the assets of any Person (other than a Restricted Subsidiary)
which constitute all or substantially all of the assets of such Person or
comprises any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.

            "Asset Sale" shall mean any direct or indirect sale, issuance,
conveyance, transfer, assignment or other transfer for value by the Borrower or
any of its Restricted Subsidiaries (including any sale and leaseback
transaction) to any Person other than the Borrower or a Wholly Owned Restricted
Subsidiary that is a Guarantor of (a) any Capital Stock of any Subsidiary (other
than an Unrestricted Subsidiary (excluding the Israeli Subsidiaries)); or (b)
any other property or assets of the Borrower or any Restricted Subsidiary other
than in the ordinary course of business; provided, however, that Asset Sales
shall not include (i) a transaction or series of related transactions involving
aggregate consideration of less than $500,000 in any fiscal year of the
Borrower; (ii) the sale, lease, conveyance, disposition or other transfer of all
or substantially all of the assets of the Borrower as permitted by Section 6.07;
(iii) a transaction or series of related transactions pursuant to any
foreclosure of assets or other remedy provided by applicable law to a creditor
of the Borrower or any Subsidiary with a Lien on such assets, which Lien is
permitted under this Agreement; provided that such foreclosure or other remedy
is conducted in a commercially reasonable manner or in accordance with any
Bankruptcy Law; (iv) a transaction or series of related transactions involving
only Cash Equivalents or inventory in the ordinary course of business or
obsolete, worn-out or outmoded equipment in the ordinary course of business of
the Borrower; (v) a transaction or series of related transactions involving only
the lease or sublease of any real or personal property in the ordinary course of
business or transfers for security purposes only; (vi) a transaction or series
of related transactions resulting from (a) the designation of any Restricted
Subsidiary as an Unrestricted Subsidiary, or the contribution to


                                      -55-
<PAGE>

the capital of any Unrestricted Subsidiary, in accordance with and pursuant to
the applicable provisions of this Agreement or (b) the sale of Capital Stock of
any Unrestricted Subsidiary (other than the Israeli Subsidiaries) or the sale of
all or substantially all of the assets of any Unrestricted Subsidiary (other
than the Israeli Subsidiaries); (vii) the sale or discount, in each case without
recourse (other than recourse for a breach of a representation or warranty), of
accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof in the ordinary course of
business and not as part of a financing transaction; and (viii) the sale or
discount or other financing of accounts receivable pursuant to the Receivables
Financing Agreement.

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

            "Authorized Officer" shall mean any senior officer of the Borrower
or the Parent, as the case may be, designated as such in writing to the
Administrative Agent by the Borrower or the Parent to the extent reasonably
acceptable to the Administrative Agent.

            "Bankruptcy Code" shall have the meaning provided in Section 7.06.

            "Bankruptcy Law" shall mean Title 11, U.S. Code or any similar
Federal, state or foreign law for relief of debtors.

            "Basket" shall have the meaning provided in Section 6.02(a).

            "Board of Directors" shall mean as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

            "Board Resolution" shall mean with respect to any Person, a copy of
a resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Administrative Agent.

            "Borrower" shall have the meaning provided in the first paragraph of
this Agreement, and shall include any successor as provided in Section 6.07.

            "Borrowing" shall mean the borrowing of the Loans from all the
Lenders having Commitments on the Closing Date.

            "Borrowing Amount" shall mean in a maximum aggregate principal
amount of $200,000,000 available in a single borrowing on the Borrowing Date.

            "Borrowing Date" shall mean the Closing Date.


                                      -56-
<PAGE>

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

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

            "Cables of Zion" shall mean Cables of Zion United Works Ltd., a
company organized under the laws of Israel.

            "Capital Lease," as applied to any Person, shall mean any lease of
any property (whether real, personal or mixed) by that Person as lessee which,
in conformity with GAAP, should be accounted for as a capital lease on the
balance sheet of that Person.

            "Capital Stock" shall mean (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person, and in each case any options, warrants or
other rights to purchase or acquire such stocks, shares and interests.

            "Capitalized Lease Obligations" shall mean, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

            "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) or the government of any member
of the European Union having maturities of not more than twelve months from the
date of acquisition, (ii) U.S. dollar denominated and Eurocurrency time
deposits, certificates of deposit and banker acceptances of (x) any Lender or
(y) any commercial bank organized under the laws of the United States, any State
thereof, the District of Columbia, or its branches or agencies or the laws of
any member of the European Union and having capital and surplus in an aggregate
amount not less than $500,000,000 (any such bank or Lender, an "Approved
Lender"), in each case with maturities of not more than twelve months from the
date of acquisition, (iii) U.S. Dollar denomi-


                                      -57-
<PAGE>

nated commercial paper issued by any Approved Lender or by the parent company of
any Approved Lender and commercial paper issued by, or guaranteed by, any
industrial or financial company with a short-term commercial paper rating of at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's, as the case may be, and in each case maturing within twelve
months after the date of acquisition, (iv) 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 maturing within twelve months
from the date of acquisition thereof and, at the time of acquisition having one
of the two highest ratings obtainable from either S&P or Moody's, (v) any
repurchase agreement entered into with any Approved Lender which is secured by
any obligation of the type described in any of clauses (i) through (iii) and
(vi) investments in money market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through (iv)
above.

            "Change of Control" shall mean (a) the Borrower shall cease to own
directly 100% on a fully diluted basis of the economic and voting interest in
the Capital Stock of Superior Telecommunications (other than the shares of
Superior Preferred Stock), or of Essex (other than as a result of the merger of
Essex into Superior Telecommunications or another Subsidiary of the Borrower);
or (b) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, as in effect on the Effective Date), other
than Alpine, shall have (A) acquired beneficial ownership of 20% or more on a
fully diluted basis of the voting and/or economic interest in the Parent's
Capital Stock (provided, however, such referenced percentage in this clause (A)
shall be 25% if, and so long as, Alpine directly maintains ownership of more
than 30% on a fully diluted basis of the economic and voting interests in the
Parent's capital stock) or (B) obtained the power (whether or not exercised) to
elect a majority of the Borrower's directors; (c) the Board of Directors of the
Parent shall cease to consist of a majority of Continuing Directors; or (d) the
Parent shall cease to own directly 100% on a fully diluted basis of the economic
and voting interest in the Capital Stock of the Borrower.

            "Closing Date" shall have the meaning provided in Section 11.10.

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

            "Commitment" shall mean, for each Lender, the Term A Loan Commitment
and/or the Term B Loan Commitment of such Lender, as applicable.


                                      -58-
<PAGE>

            "Common Stock" of any Person shall mean any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Closing Date or issued after the Closing Date, and includes,
without limitation, all series and classes of such common stock.

            "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income, before total interest expense (inclusive of amortization of deferred
financing fees, premiums on Interest Rate Protection Agreements and any original
issue discount) of the Borrower and its Restricted Subsidiaries determined on a
consolidated basis and provisions for taxes based on income, whether paid or
deferred.

            "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all depreciation expense and
amortization expense plus non-cash compensation expenses relating to restricted
stock and stock-option grants, in each case, that were deducted in determining
Consolidated EBIT for such period.

            "Consolidated Fixed Charge Coverage Ratio" shall mean the ratio of
Consolidated EBITDA of such Person during the four full fiscal quarters (the
"Four Quarter Period") ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Fixed Charges of such Person for the Four
Quarter Period. Notwithstanding the foregoing, for any calculation of the
Consolidated Fixed Charge Coverage Ratio occurring on or prior to the first
anniversary of the Original Loan Date, "Consolidated Fixed Charge Coverage
Ratio" shall mean the ratio of Consolidated EBITDA of such Person during the
number of full fiscal quarters ending after the Original Loan Date to
Consolidated Fixed Charges of such Person (calculated after giving effect on a
pro forma basis to the issuance of the Trust Preferred Securities as if such
issuance occurred on the Original Loan Date) for such period (with references in
the next succeeding sentence to "Four Quarter Period" being deemed to be
references to the number of full fiscal quarters ending after the Original Loan
Date). In addition to and without limitation of the foregoing, for purposes of
this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to (i) the incurrence or repayment of any Indebtedness of such
Person or any of its Restricted Subsidiaries (and the application of the
proceeds thereof) giving rise to the need to make such calculation and any
incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to working
capital or revolving credit facilities, occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such incurrence or repayment, as the case
may be (and the application of the proceeds thereof), occurred on the first day
of the Four Quarter Period and (ii) any Asset Sales or Asset Acquisitions
(including, without limitation, any


                                      -59-
<PAGE>

Asset Acquisition giving rise to the need to make such calculation as a result
of such Person or one of its Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring,
Acquired Indebtedness and also including any Consolidated EBITDA attributable to
the assets which are the subject of the Asset Acquisition or Asset Sale during
the Four Quarter Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or Asset Acquisition (including the
incurrence, assumption or liability for any such Acquired Indebtedness) occurred
on the first day of the Four Quarter Period; provided, however, that pro forma
effect shall not be given to the acquisition of Essex International and the
related financings (except as expressly provided in this definition) in
calculating "Consolidated EBITDA" and "Consolidated Interest Expense." If such
Person or any of its Restricted Subsidiaries directly or indirectly guarantees
or proposes to guarantee Indebtedness of a third Person (other than a Restricted
Subsidiary), the preceding sentence shall give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such
Person had directly incurred or otherwise assumed such guaranteed Indebtedness.
Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date; (2) if interest on any Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates,
then the interest rate in effect on the Transaction Date will be deemed to have
been in effect during the Four Quarter Period; (3) notwithstanding clause (1)
above, interest on Indebtedness determined on a fluctuating basis, to the extent
such interest is covered by agreements relating to Interest Rate Protection
Agreements, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements; and (4) to the extent pro
forma effect is being given to interest expense attributable to Indebtedness
denominated in a currency other than Dollars which was not outstanding for the
entire Four Quarter Period, pro forma effect shall be given based on the
relevant exchange rates applicable on the date of any determination of the
Consolidated Fixed Charge Coverage Ratio is being made.

            "Consolidated Fixed Charges" shall mean, with respect to any Person
for any period, the sum, without duplication, of (i) Consolidated Interest
Expense for such period, plus (ii) the product of (x) the amount of all dividend
payments on any series of Disqualified Capital Stock of the Borrower and all
Preferred Stock of the Restricted Subsidiaries (other than dividends paid in
Qualified Capital Stock and dividends to the extent payable to the Borrower or
any Wholly Owned Restricted Subsidiary) paid, accrued or scheduled to be paid or
accrued during such period times (y) a fraction, the numerator of which is one
and


                                      -60-
<PAGE>

the denominator of which is one minus the then current effective consolidated
federal, state and local income tax rate of such Person, expressed as a decimal.

            "Consolidated Interest Expense" shall mean, with respect to any
Person for any period, the sum of, without duplication: (i) the aggregate of the
interest expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including without
limitation, (a) any amortization of debt discount, but excluding any
amortization or write-off of deferred financing costs, (b) the net costs under
Interest Swap Obligations, (c) all capitalized interest and (d) the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method; and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP. Consolidated Interest Expense of the
Borrower and its Restricted Subsidiaries shall include interest accrued by the
Parent on the Debentures.

            "Consolidated Net Income" shall mean, for any period, the net income
(or loss), after provisions for income taxes (other than with respect to net
income taxes attributable to items that are excluded from the calculation of
Consolidated Net Income in the period), of the Borrower and its Restricted
Subsidiaries on a consolidated basis for such period taken as a single
accounting period in conformity with GAAP but excluding in any event (a) any
extraordinary gains (net of extraordinary losses) but with giving effect to
gains or losses from sales of assets sold in the ordinary course of business;
(b) net earnings (or loss for purposes of determining Consolidated EBIT only) of
any other Person (other than a consolidated Restricted Subsidiary) in which the
Borrower or any consolidated Restricted Subsidiary has an ownership interest,
except to the extent such net earnings shall have actually been received by the
Borrower or such consolidated Restricted Subsidiary in the form of cash
distributions; (c) any portion of the net earnings of any consolidated
Restricted Subsidiary which is unavailable for payment of dividends to the
Borrower or any other consolidated Restricted Subsidiary by reason of the
provisions of any agreement or applicable law or regulation (including, without
limitation, those agreements referred to in the exceptions set forth in Section
6.04); (d) earnings resulting from any reappraisal, revaluation or write-up of
assets; (e) the income (or loss) of any Person accrued prior to the date it
becomes a Restricted Subsidiary of such Person or is merged into or consolidated
with such Person or any of its Restricted Subsidiaries or that Person's assets
are acquired by such Person or any of its Restricted Subsidiaries; (f) the
aggregate net gain (or loss) during such period arising from the revaluation
(but not sale) of readily marketable securities; (g) the income (or loss) from
discontinued operations; and (h) non-cash charges and cash charges (but only to
the extent such cash charges are reimbursed by a controlling Affiliate in cash
at the time of incurrence thereof), in each case, relating to the acquisition of
Essex International and repayment of Indebtedness incurred under the Essex
Credit Agreement and the Existing Superior Credit Agreement.


                                      -61-
<PAGE>

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

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

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

            "Debentures" shall have the meaning provided in the definition of
Trust Preferred Securities.

            "Default" shall mean an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

            "Disqualified Capital Stock" shall mean with respect to any Person,
any Capital Stock of such Person or its Subsidiaries that, by its terms, by the
terms of any agreement related thereto or by the terms of any security into
which it is convertible, puttable or exchangeable, is, or upon the happening of
any event or the passage of time would be, required to be redeemed or
repurchased by such Person or its Subsidiaries, including at the option of the
holder thereof, in whole or in part, or has, or upon the happening of an event
or passage of time would have, a redemption or similar payment due on or prior
to the Maturity Date, or any other Capital Stock of such Person or its
subsidiaries designated as Disqualified Capital Stock by such Person at the time
of issuance; provided, however, that if such Capital Stock is issued to
employees of the Borrower or the Subsidiaries or to any plan for the benefit of
such employees, such Capital Stock shall not constitute Disqualified Capital
Stock unless so designated.

            "DNE Systems" shall mean DNE Systems, Inc., a Delaware
corporation.

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

            "Domestic Subsidiary" shall mean each Restricted Subsidiary of the
Borrower incorporated or organized in the United States or any State or
territory thereof.

            "Eligible Transferee" shall mean and include a commercial bank,
financial institution or any other "accredited investor" (as defined in
Regulation D of the Securities Act).

            "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance,


                                      -62-
<PAGE>

deficiency, liability or violation, investigations or proceedings relating in
any way to any violation or liability (or alleged violation or liability) by the
Parent, the Borrower or any of their respective Subsidiaries under any
Environmental Law (hereafter "Claims") or any permit, license or other
authorization issued to the Parent, the Borrower or any of their respective
Subsidiaries under any such law, including, without limitation, (a) any and all
Claims by governmental or regulatory authorities for enforcement, cleanup,
removal, remedial, corrective, response or other actions or damages pursuant to
any Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

            "Environmental Law" shall mean any non-U.S., federal, state or local
policy, statute, law, rule, regulation, ordinance, code or rule of common law
now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment (for purposes of this definition
(collectively, "Laws")), relating to the environment or Hazardous Materials, or
health and safety to the extent such health and safety issues arise under the
Occupational Safety and Health Act of 1970, as amended, or any such similar
Laws.

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

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Parent, the Borrower or any Subsidiary thereof
would be deemed to be a "single employer" within the meaning of Section 414(b)
or (c) of the Code or (to the extent required by operation of Title IV of ERISA
or Section 412 of the Code or Section 302 of ERISA) Section 414(m) or (o) of the
Code.

            "Essex" shall mean Essex Group Inc., a Michigan corporation.

            "Essex Canada" shall mean Essex Canada Inc., a Delaware
corporation.

            "Essex Canadian Facility" shall mean the credit facility provided
pursuant to the Credit Agreement dated as of May 30, 1996, as amended and
restated as of March 27, 1998, between Essex Canada and Bank of Montreal.

            "Essex Capital Lease Facility" shall mean that facility available
pursuant to the Agreement and Lease dated as of April 12, 1995, as amended as of
June 1, 1997 and September 2, 1997, between Mellon Leasing Corporation and
Essex.


                                      -63-
<PAGE>

            "Essex Credit Agreement" shall mean the credit facility provided
pursuant to the Credit Agreement dated as of October 31, 1996, as amended and
restated as of March 27, 1998, among Essex International Inc., Essex Group,
Inc., the lenders named therein and The Chase Manhattan Bank, as Administrative
Agent.

            "Essex Funding" shall mean Essex Funding Inc., a Delaware
corporation and a wholly owned subsidiary of Essex.

            "Essex Funding Agreement" shall mean (i) the Loan and Security
Agreement, dated as of April 29, 1998, between Essex Funding and Three Rivers
Funding Corporation and (ii) the related Sales and Servicing Agreement dated as
of April 29, 1998.

            "Essex International" shall mean Essex International Inc., a
Delaware corporation.

            "Event of Default" shall have the meaning provided in Section 7.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

            "Exchange Notes" shall have the meaning provided in Section 5.09.

            "Existing Indebtedness" shall mean Indebtedness of the Borrower and
its Subsidiaries as of the Borrowing Date and which is to remain outstanding
after giving effect to the incurrence of Loans on such date to refinance the
Existing Floating Rate Facility as set forth on Schedule V, and other
Indebtedness which in the aggregate does not exceed $100,000.

            "fair market value" shall mean, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
the Borrower acting reasonably and in good faith and shall be evidenced by a
Board Resolution of the Board of Directors of the Borrower delivered to the
Administrative Agent.

            "Fair Share" shall have the meaning provided in Section 12.01(c) of
this Agreement.

            "Fair Share Shortfall" shall have the meaning provided in Section
12.01(c) of this Agreement.


                                      -64-
<PAGE>

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

            "Fleet" shall mean Fleet Corporate Finance, Inc., in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

            "Foreign Subsidiary" shall mean a Restricted Subsidiary that is not
a Domestic Subsidiary.

            "Four Quarter Period" shall have the meaning provided in the
definition of "Consolidated Fixed Charge Coverage Ratio."

            "Funding Guarantor" shall have the meaning provided in Section
12.01(c) of this Agreement.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of Sections 2.02
and 6, including defined terms as used therein, are subject (to the extent
provided therein) to Section 11.07(a).

            "Guaranteed Creditors" shall mean and include each of the
Administrative Agent and the Lenders.

            "Guaranteed Obligations" shall mean the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of the
principal and interest on each Note issued by the Borrower to each Lender, and
Loans made under this Agreement, together with all the other obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities (including, without
limitation, indemnities, fees and interest thereon) of the Borrower or any
Guarantor to such Lender and the Administrative Agent now existing or hereafter
incurred under, arising out of or in connection with any Credit Document and the
due performance and compliance with all the terms, conditions and agreements
contained in each of the Credit Documents by the Borrower.

            "Guarantee" shall mean the Guarantee provided in Section 12.

            "Guarantor" shall mean each of the Parent and the Subsidiary
Guarantors.


                                      -65-
<PAGE>

            "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products or wastes (including crude oil or any fraction thereof), radioactive
materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
and (b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"restricted hazardous materials," "extremely hazardous wastes," "restrictive
hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or
"pollutants," or words of similar meaning and regulatory effect under any
Environmental Law.

            "incur" shall mean, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), assume, guarantee or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "incurrence," "incurred" and "incurring" shall
have meanings correlative to the foregoing). Indebtedness of a Person existing
at the time such Person becomes a Restricted Subsidiary or is merged or
consolidated with or into the Borrower or any Restricted Subsidiary shall be
deemed to be incurred at such time. The accrual of interest or the accretion of
original issue discount shall not be deemed to be an incurrence.

            "Indebtedness" shall mean, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money, (ii) all
indebtedness of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all Capitalized Lease Obligations of such Person,
(iv) all indebtedness of such Person issued or assumed as the deferred purchase
price of property or services (but excluding trade accounts payable, other
accrued liabilities arising and payable in the ordinary course of business and
deferred rent as determined in accordance with GAAP), (v) all indebtedness for
the reimbursement of any obligor on any banker's acceptance or similar credit
transaction, (vi) the face amount of all letters of credit issued for the
account of such Person and, without duplication, all drafts drawn thereunder,
(vii) guarantees and other contingent obligations in respect of indebtedness
referred to in clauses (i) through (vi) above and clause (ix) below, (viii) all
indebtedness of any other Person of the type referred to in clauses (i) through
(vii) which are secured by any lien on any property or asset of such Person, the
amount of such indebtedness being deemed to be the lesser of the fair market
value of such property or asset or the amount of the indebtedness so secured,
(ix) all indebtedness under Interest Rate Protection Agreements and Other
Hedging Agreements of such Person and (x) all Disqualified Capital Stock issued
by such Person with the amount of indebtedness represented by such Disqualified
Capital Stock being equal to the greater of its voluntary or involuntary
liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any, and all Preferred Stock of Restricted Subsidiaries.
For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Capital Stock which does not have a fixed re-


                                      -66-
<PAGE>

purchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to
this Agreement, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock. The Trust Preferred Securities shall
constitute Indebtedness of the Parent.

            "Independent Financial Advisor" means a firm which, in the judgment
of the Board of Directors of the Borrower, is independent and qualified to
perform the task for which it is to be engaged.

            "Information Systems and Equipment" shall mean all computer
hardware, firmware and software, as well as other information processing
systems, or any equipment containing embedded microchips, whether directly
owned, licensed, leased, operated or otherwise controlled by the Parent, the
Borrower or any of their respective Subsidiaries, including through third-party
service providers, and which, in whole or in part, are used, operated, relied
upon, or integral to, the Parent, the Borrower or any of their respective
Subsidiaries' conduct of their business.

            "Interest Determination Date" shall mean, with respect to an
Interest Period, the second Business Day preceding the first day of such
Interest Period.

            "Interest Payment Date" shall mean May 31, August 30, November 30
and February 28 of each year, commencing August 30, 1999.

            "Interest Period" shall have the meaning provided in Section 1.12.

            "Interest Rate" shall mean, at any date on or after the Borrowing
Date, the rate set forth opposite such date in the table below:

        Day(s)
 After Borrowing Date          Term A Loan                Term B Loan
 --------------------          -----------                -----------

         0-90                LIBOR + 2.50%               LIBOR + 3.625%
        91-180               LIBOR + 3.50%               LIBOR + 3.750%
       181-270               LIBOR + 4.00%               LIBOR + 4.000%
     271-Maturity            LIBOR + 5.00%               LIBOR + 5.000%;

provided, however, that if at any date on or after the Borrowing Date LIBOR rate
loans are not available (as provided in Section 1.07 hereof), then the Interest
Rate shall be the rate set forth opposite such date in the table below:


                                      -67-
<PAGE>

        Day(s)
 After Borrowing Date          Term A Loan                Term B Loan
 --------------------          -----------                -----------
         0-90          Alternate Base Rate + 1.50%    Alternate Base Rate +
                                                      2.625%
        91-180         Alternate Base Rate + 2.50%    Alternate Base Rate +
                                                      2.750%
       181-270         Alternate Base Rate + 3.00%    Alternate Base Rate +
                                                      3.000%
     271-Maturity      Alternate Base Rate + 4.00%    Alternate Base Rate +
                                                      4.000%

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

            "Investments" shall mean, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude (i) extensions of trade credit
by the Borrower and its Restricted Subsidiaries in the ordinary course of
business and (ii) loans and advances to employees and officers of the Borrower
and its Restricted Subsidiaries in the ordinary course of business for bona fide
business purposes (it being understood that the purchase of Capital Stock shall
not be deemed to occur in the ordinary course of business for purposes of this
clause). For the purposes of Section 6.02, (i) "Investment" shall include and be
valued at the fair market value of the net assets of any Restricted Subsidiary
at the time that such Restricted Subsidiary is designated an Unrestricted
Subsidiary and (ii) the amount of any Investment shall be the original cost of
such Investment plus the cost of all additional Investments by the Borrower or
any of its Restricted Subsidiaries, without any adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment, reduced by the payment of dividends or distributions in connection
with such Investment or any other amounts received in respect of such
Investment; provided that no such payment of dividends or distributions or
receipt of any such other amounts (i) shall reduce the amount of any Investment
to the extent that payment of dividends or distributions or receipt of any such
amounts would be included in the Basket or (ii) shall reduce the amount of any
Investment below the initial amount of such Investment included as a Restricted
Payment. If the Borrower or any Restricted Subsidiary sells or otherwise
disposes of any Common Stock of any direct or indirect Wholly Owned Restricted
Subsidiary that is a Guarantor such that, after giving effect to any such sale
or disposition, such Restricted Subsidiary is no longer a Wholly Owned
Restricted Subsidiary that is a Guarantor, the Borrower shall be deemed to have
made an Investment on the date of any such sale or disposition equal to the fair
market value of the Common Stock of such Restricted Subsidiary not sold or
disposed of.


                                      -68-
<PAGE>

            "Israeli Subsidiaries" shall mean Superior Cable Israel Ltd.,
Cables of Zion and their respective Subsidiaries.

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

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

            "LIBOR" shall mean, with respect to an Interest Period, (i) the rate
(expressed as a percentage per annum) for deposits in United States dollars for
a period equal to such Interest Period that appears on Telerate Page 3750 as of
11:00 a.m., London time, on the Interest Determination Date; if Telerate Page
3750 does not include such a rate or is unavailable on an Interest Determination
Date, LIBOR for the Interest Period shall be the arithmetic mean of the rates
(expressed as a percentage per annum) for deposits in a Representative Amount in
United States dollars for a period equal to such Interest Period, that appears
on Reuters Screen LIBO Page (as defined) as of 11:00 a.m., London time, on the
Interest Determination Date; if Reuters Screen LIBO Page does not include two or
more rates or is unavailable on an Interest Determination Date, the
Administrative Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Administrative
Agent, to provide such bank's offered quotation (expressed as a percentage per
annum), as of approximately 11:00 a.m., London time, on such Interest
Determination Date, to prime banks in the London interbank market for deposits
in a Representative Amount in United States dollars for a period equal to such
Interest Period; if at least two such offered quotations are so provided, LIBOR
for the Interest Period will be the arithmetic mean of such quotations; if fewer
than two such quotations are so provided, the Administrative Agent will request
each of three major banks in New York City, as selected by the Administrative
Agent, to provide such bank's rate (expressed as a percentage per annum), as of
approximately 11:00 a.m., New York City time, on such Interest Determination
Date, for loans in a Representative Amount in United States dollars to leading
European banks for a period equal to such Interest Period; if at least two such
rates are so provided, LIBOR for the Interest Period will be the arithmetic mean
of such rates; if fewer than two such rates are so provided, then LIBOR for the
Interest Period will be LIBOR in effect with respect to the immediately
preceding Interest Period, in each case divided (and rounded upward to the next
whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency funding
or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).


                                      -69-
<PAGE>

            "LIBOR Loan" shall mean a Loan for which the Interest Rate on such
Loan is based on LIBOR.

            "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).

            "Loan" shall have the meaning provided in Section 1.01. All
references to "Loan" or "Loans" shall mean Loans and both Types of Loans, i.e.
the LIBOR Loan and the Alternate Base Rate Loan.

            "London Banking Day" shall mean any day in which dealings in United
States dollars are transacted or, with respect to any future date, are expected
to be transacted in the London interbank market.

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

            "Material Adverse Effect" shall mean (x) a material adverse effect
on the business, properties, assets, nature of assets, liabilities, condition
(financial or otherwise), of the Borrower and its Subsidiaries, or the Parent
and its Subsidiaries, in each case taken as a whole or (y) a material adverse
effect on the rights or remedies of the Lenders or the Administrative Agent, or
on the ability of any Credit Party to perform its obligations to them hereunder
or under any other Credit Document.

            "Maturity Date" shall mean May 26, 2007.

            "Mexican Subsidiaries" shall mean any Wholly Owned Restricted
Subsidiary of the Borrower or any of its respective Subsidiaries organized under
the laws of Mexico in order to make the investments contemplated by Section
6.02(b)(7).

            "Minimum Condition" shall have the meaning provided in the
definition of "Tender Offer."

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when actually received in the form of cash or
Cash Equivalents (other than the portion of any such deferred payment
constituting interest) received by the Borrower or any of its Restricted
Subsidiaries from such Asset Sale net of (a) reasonable out-of-pocket expenses
and fees relating to such Asset Sale (including, without limitation, legal,
accounting


                                      -70-
<PAGE>

and investment banking fees and sales commissions), (b) taxes paid or payable
after taking into account any reduction in consolidated tax liability due to
available tax credits or deductions and any tax sharing arrangements, (c)
repayment of Indebtedness that is required to be repaid in connection with such
Asset Sale and (d) appropriate amounts to be provided by the Borrower or any
Restricted Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Borrower or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale; provided,
however, that any amounts remaining after adjustments, revaluations or
liquidations of such reserves shall constitute Net Cash Proceeds.

            "Nine-Month Fee" shall have the meaning provided in Section 1.11.

            "Nine-Month Trigger Date" shall mean the 270th day after the
Borrowing Date.

            "Non-U.S. Pension Plan" shall mean any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by the Parent,
the Borrower or any one or more of their respective Subsidiaries primarily for
the benefit of employees of the Parent, the Borrower or such Subsidiaries
residing outside the United States of America, which plan, fund or other similar
program provides, or results in, retirement income, a deferral of income in
contemplation of retirement or payments to be made upon termination of
employment or any such plan as to which the Parent, the Borrower or any of their
respective Subsidiaries may have any liability.

            "Norsk Kabel" shall mean ABB Norsk Kabel, a Norwegian company.

            "Norsk Kabel Assets" shall mean the assets of Norsk Kabel
constituting the data communications cable business of Norsk Kabel as of the
Borrowing Date.

            "Norwegian Subsidiaries" shall mean one or more Wholly Owned
Restricted Subsidiary of the Borrower formed to acquire the Norsk Kabel Assets.

            "Note" shall have the meaning provided in Section 1.04.

            "Notice of Voluntary Prepayment" shall have the meaning provided in
Section 2.01(a).

            "Notice Office" shall mean the office of the Administrative Agent
located at One Bankers Trust Plaza, New York, New York 10006, or such other
office as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.


                                      -71-
<PAGE>

            "Obligations" shall mean all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

            "Officers' Certificate" shall mean a certificate, signed by the
chairman, a vice chairman, the president, or any vice president of a Credit
Party, and attested to by the secretary or any assistant secretary of such
Credit Party.

            "Original Loan Date" shall mean November 27, 1998.

            "Other Hedging Agreements" shall mean (x) any foreign exchange
contracts, currency swap agreements or other similar agreements or arrangements
designed to protect against fluctuations in currency values and (y) agreements
relating to the future purchase of commodities or designed to protect against
fluctuations in the prices of specific commodities.

            "Parent" shall have the meaning provided in the first paragraph to
this Agreement.

            "Parent Common Stock" shall mean shares of common stock, $.01 par
value per share, of the Parent.

            "Parent Tax Allocation Agreement" shall mean the tax allocation
agreement by and among the Borrower and its Subsidiaries dated as of October 2,
1996, effective as of May 1, 1996.

            "Payment Office" shall mean the office of the Administrative Agent
located at One Bankers Trust Plaza, New York, New York 10006, or such other
office as the Agent may hereafter designate in writing as such to the other
parties hereto.

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

            "Percentage" shall mean a fraction (expressed as a percentage), the
numerator of which is the Commitment of such Lender and the denominator of which
is the Borrowing Amount.

            "Permitted Investments" shall mean (i) Investments by the Borrower
or any Restricted Subsidiary in any Person that is or will become immediately
after such Investment a Wholly Owned Restricted Subsidiary that is a Guarantor
or that will merge or consolidate into the Borrower or a Wholly Owned Restricted
Subsidiary that is a Guarantor; (ii) Investments in the Borrower or any
Guarantor by any Restricted Subsidiary; (iii) Investments by the Borrower or any
Restricted Subsidiary in any Guarantor;


                                      -72-
<PAGE>

(iv) Investments in cash and Cash Equivalents; provided that any such
Investments (including in cash) (other than Investments denominated in Dollars)
shall only be made to the extent necessary to fund the local operations of the
Foreign Subsidiaries; (v) Interest Rate Protection Agreements and Other Hedging
Agreements entered into in the ordinary course of the Borrower's or its
Restricted Subsidiaries' businesses and otherwise in compliance with this
Agreement; (vi) Investments in securities of trade creditors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers or in good faith
settlement or delinquent obligations and disputes with trade creditors or
customers; (vii) Investments made by the Borrower or its Restricted Subsidiaries
as a result of consideration received in connection with an Asset Sale made in
compliance with Section 6.03; (viii) guarantees of Indebtedness and other
obligations otherwise permitted under this Agreement; and (ix) Investments
identified in Schedule VIII existing on the Borrowing Date.

            "Permitted Liens" shall mean (i) statutory Liens of landlords and
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other
like Liens arising in the ordinary course of business, deposits made to obtain
the release of such Liens, and with respect to amounts not yet delinquent for a
period of more than 60 days or being contested in good faith by an appropriate
process of law, and for which a reserve or other appropriate provision, if any,
as shall be required by GAAP shall have been made; (ii) Liens incurred or
pledges or deposits made in the ordinary course of business to secure
obligations under workers' compensation, unemployment insurance and other types
of social security or similar legislation; (iii) Liens incurred or deposits made
to secure the performance of tenders, bids, leases, statutory obligations,
surety and appeal bonds, governmental contracts, performance and return of money
bonds and other obligations of a like nature incurred in the ordinary course of
business (exclusive of obligations for the payment of borrowed money); (iv)
Liens upon specific items of inventory or other goods and proceeds of any Person
securing such Person's obligations in respect of bankers' acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods in the ordinary course of business; (v)
Liens securing reimbursement obligations with respect to letters of credit which
encumber documents and other property relating to such letters of credit and the
products and proceeds thereof; (vi) Liens encumbering customary initial deposits
and margin deposits, and other Liens incurred in the ordinary course of business
that are within the general parameters customary in the industry, in each case
securing Indebtedness under Interest Rate Protection Agreements and forward
contracts, option futures contracts, futures options or similar agreements or
arrangements designed to protect the Borrower or any Restricted Subsidiary from
fluctuations in the price of commodities; (vii) Liens encumbering deposits made
in the ordinary course of business to secure nondelinquent obligations arising
from statutory, regulatory, contractual or warranty requirements of the Borrower
or the Restricted Subsidiaries for which a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made; (viii)
Liens arising out of consignment or similar arrangements for the sale of goods
entered


                                      -73-
<PAGE>

into by the Borrower or any Restricted Subsidiary in the ordinary course of
business in accordance with past practices; (ix) any interest or title of a
lessor in the property subject to any lease, whether characterized as
capitalized or operating other than any such interest or title resulting from or
arising out of a default by the Borrower or any Restricted Subsidiary of its
obligations under such lease; (x) Liens arising from filing UCC financing
statements for precautionary purposes in connection with true leases of personal
property that are otherwise permitted under this Agreement and under which the
Borrower or any Restricted Subsidiary is lessee; (xi) Liens securing Purchase
Money Obligations incurred pursuant to Section 6.01(ix) and other purchase money
or similar liens incurred in the ordinary course of business and consistent with
past practice; (xii) Liens in favor of the Administrative Agent; (xiii) Liens on
the receivables subject to the Receivables Financing Agreement and Receivables
Related Assets, in each case securing the Receivables Financing Agreement; (xiv)
Liens set forth on Schedule X securing Indebtedness of Essex or any of its
Subsidiaries pursuant to the Essex Capital Lease Facility; (xv) Liens on assets
of Essex Canada securing the Essex Canadian Facility and any permitted
refinancing thereof; and (xvi) Liens on the assets of the Mexican Subsidiaries
to secure Indebtedness permitted under Section 6.01(xiv).

            "Permitted Refinancing" shall mean with respect to any Person,
Indebtedness of such Person issued in exchange for, or the proceeds from the
issuance and sale or disbursement of which are used to substantially
concurrently repay, redeem, refund, refinance, discharge or otherwise retire for
value, in whole or in part (collectively, "repay"), or constituting an
amendment, modification or supplement to, or a deferral or renewal of
(collectively, an "amendment"), any Indebtedness of such Person incurred in
accordance with this Agreement (a) in a principal amount (or, if such Permitted
Refinancing provides for an amount less than the principal amount thereof to be
due and payable upon the acceleration thereof, with an original issue price) not
in excess of (without duplication) (i) the principal amount or the original
issue price, as the case may be, of the Indebtedness so refinanced (or, if such
Permitted Refinancing refinances Indebtedness under a revolving credit facility
or other agreement providing a commitment for subsequent borrowings, with a
maximum commitment not to exceed the maximum commitment under such revolving
credit facility or other agreement) plus (ii) unpaid accrued interest on such
Indebtedness plus (iii) premiums, penalties, fees and expenses actually incurred
by such Person in connection with the repayment or amendment thereof and (b)
with respect to Permitted Refinancing that repays or constitutes an amendment to
Subordinated Indebtedness, such Refinancing Indebtedness (x) shall not have any
fixed mandatory redemption or sinking fund requirement in an amount greater than
or at a time prior to the amounts and times specified in such repaid or amended
Subordinated Indebtedness, except to the extent that any such requirement
applies on a date after the Maturity Date and (y) shall contain subordination
and default provisions no less favorable in any material respect to the Lenders
than those contained in such repaid or amended Subordinated Indebtedness.


                                      -74-
<PAGE>

            "Person" shall mean an individual, partnership, limited liability
corporation, corporation, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.

            "Plan" shall mean any multiemployer plan or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of) the Borrower, any of its
Subsidiaries or any ERISA Affiliate and each such plan for the five calendar
year period immediately following the latest date on which the Borrower, any of
its Subsidiaries or any ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan or any such plan as to which the Borrower,
any of its Subsidiaries or any ERISA Affiliate may have any liability; provided,
however, the term "Plan" shall not include any Non-U.S. Pension Plan.

            "Preferred Stock" of any Person shall mean any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

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

            "Projections" shall mean the financial projections dated May 14,
1999.

            "Purchase Money Indebtedness" shall mean Indebtedness of the
Borrower and its Restricted Subsidiaries incurred in the normal course of
business for the purpose of financing all or any part of the purchase price, or
the cost of installation, construction or improvement, of property or equipment;
provided, however, (A) the Indebtedness shall not exceed the cost of such
property or assets and shall not be secured by any property or assets of the
Borrower or any Restricted Subsidiary other than the property and assets so
acquired or constructed and (B) any Lien securing such Indebtedness shall be
created within 360 days of such acquisition or construction or, in the case of a
refinancing of any Purchase Money Indebtedness, within 360 days of such
refinancing.

            "Qualified Capital Stock" shall mean any Capital Stock that is not
Disqualified Capital Stock.

            "Qualified Offering" shall mean the public sale or private placement
of fixed rate senior unsecured or senior subordinated notes of the Parent or the
Borrower generating net proceeds to the Borrower in an amount sufficient to
repay in full all amounts outstanding under this Agreement and joint lead
managed with joint book-runner status by the Take-Out Banks with an underwriting
discount or commission of not less than 2.75%.


                                      -75-
<PAGE>

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

            "Receivables Financing Agreement" shall mean (i) the Essex Funding
Agreement and any amendments or refinancings thereof; and (ii) a replacement
accounts receivable facility (it being understood that such replacement facility
may be in the form of a sale of receivables and Receivables Related Assets or
fractional undivided interests therein); provided that, in each case, (x) the
advance rates, discounts and other pricing terms shall be no more adverse to the
Borrower and its Subsidiaries than those governing similar facilities for
similar credits, but in no case shall such in the aggregate result in proceeds
therefrom being less than 75% of the book value (or, if greater, the fair market
value) of such receivables and Receivables Related Assets, (y) neither the
Borrower nor any of its Subsidiaries (other than a Receivables Subsidiary)
provides, directly or indirectly, any credit support with respect to such
facility, other than as described in clause (c)(ii) of the definition of
Receivables Subsidiary and (z) in the case of amendments and refinancings of the
Essex Funding Agreement, the terms thereof are no more adverse to the Borrower
and its Subsidiaries than the terms of such Agreement, as in effect on the
Borrowing Date, except as specifically permitted by clause (x) of this proviso.

            "Receivables Related Assets" shall mean accounts receivable and
instruments, chattel papers, obligations, general intangibles and other similar
assets, in each case, relating to receivables subject to a Receivables Financing
Agreement, including interests in merchandise or goods, the sale or lease of
which gave rise to such receivables, related contractual rights, guarantees,
insurance proceeds, collections, other related assets and proceeds of all of the
foregoing.

            "Receivables Subsidiary" shall mean (i) Essex Funding, in the case
of a Receivables Financing Agreement that meets the condition of clause (i) of
the definition thereof, or (ii) a Wholly Owned Restricted Subsidiary of the
Borrower (a) that is designated (as set forth below) as a "Receivables
Subsidiary" by the Board of Directors of the Borrower, (b) that does not engage
in, and whose charter prohibits it from engaging in, any activities other than
in connection with the Receivables Financing Agreement on the terms otherwise
permitted hereby, (c) no portion of the Indebtedness or any other obligation
(contingent or otherwise) of which under such Receivables Financing Agreement
(i) is guaranteed by the Borrower or any other Restricted Subsidiary of the
Borrower, (ii) is recourse to or obligates the Borrower or any other Restricted
Subsidiary of the Borrower in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with such Receivables Financing Agreement or (iii)
subjects any property or asset of the Borrower or any other Restricted
Subsidiary of the Borrower, directly or indirectly, contingently or otherwise,
to the satisfaction thereof, other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with such a Receivables Financing Agree-


                                      -76-
<PAGE>

ment, (d) with which neither the Borrower nor any other Restricted Subsidiary of
the Borrower has any material contract, agreement, arrangement or understanding
and (e) with respect to which neither the Borrower nor any other Restricted
Subsidiary of the Borrower has any obligation to maintain or preserve such
Subsidiary's financial condition or cause such Subsidiary to achieve certain
levels of operating results. Any such designation by the Board of Directors of
the Borrower shall be evidenced by filing with the Administrative Agent a
certified copy of the resolutions of the Board of Directors of the Borrower
giving effect to such designation and a certificate of the chief financial
officer of the Borrower or other Authorized Officer of the Borrower certifying
that such designation complied with the foregoing conditions.

            "redeem" means redeem, repurchase, defease or otherwise acquire or
retire for value; and "redemption" and "redeemed" have correlative meanings.

            "refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "refinanced" and "refinancing"
shall have correlative meanings.

            "Register" shall have the meaning provided in Section 11.15.

            "Registration Rights Provisions" shall mean the registration rights
provisions described in Annex A attached to this Agreement.

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

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

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

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

            "Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.


                                      -77-
<PAGE>

            "Replaced Lender" shall have the meaning provided in Section 1.10.

            "Replacement Assets" shall have the meaning provided in Section
2.02(a).

            "Replacement Lender" shall have the meaning provided in Section
1.10.

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan as to which the 30-day notice requirement has
not been waived by the PGBC by regulation.

            "Representative" means the indenture trustee or other trustee, agent
or representative in respect of any Senior Indebtedness; provided that if, and
for so long as, any Senior Indebtedness lacks such a representative, then the
Representative for such Senior Indebtedness shall at all times constitute the
holders of a majority in outstanding principal amount of such Senior
Indebtedness in respect of any Senior Indebtedness.

            "Representative Amount" shall mean a principal amount of not less
than U.S. $1,000,000 for a single transaction in the relevant market at the
relevant time.

            "Required Lenders" shall mean either (a) prior to the time that
either Fleet or BTCo makes any assignment of or grants any participation in its
Obligations hereunder, the Lenders the sum of whose outstanding Loans (or, if
prior to the Borrowing Date, Commitments) represent an amount equal to 100% of
the sum of all outstanding Loans (or, if prior to the Borrowing Date, the Total
Commitment); (b) at any time after Fleet makes an assignment of or grants a
participation in its Obligations hereunder so long as such assignment or grant
of participation occurs before BTCo makes an assignment of or grants a
participation in its Obligations hereunder, the Lenders the sum of whose
outstanding Loans (or, if prior to the Borrowing Date, Commitments) represent an
amount greater than 66% of the sum of all outstanding Loans (or, if prior to the
Borrowing Date, the Total Commitment) or (c) at any time after BTCo makes an
assignment of or grants a participation in its Obligations hereunder, the
Lenders the sum of whose outstanding Loans (or, if prior to the Borrowing Date,
Commitments) represent an amount greater than 50% of the sum of all outstanding
Loans (or, if prior to the Borrowing Date, the Total Commitment).

            "Restricted Payment" shall have the meaning provided in Section
6.02(a).

            "Restricted Subsidiary" shall mean any Subsidiary of the Borrower
which at the time of determination is not an Unrestricted Subsidiary.

            "Reuters Screen LIBO Page" shall mean the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service).


                                      -78-
<PAGE>

            "S&P" shall mean Standard & Poor's Ratings Services.

            "SEC" shall mean the Securities and Exchange Commission and any
successor thereto.

            "Section 2.06(b)(ii) Certificate" shall have the meaning provided in
Section 2.06(b)(ii).

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

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

            "Senior Indebtedness" shall mean, with respect to the Borrower or
any Guarantor, the principal of, premium, if any, and interest (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the
rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on any Indebtedness
(including guarantees) of the Borrower or such Guarantor, whether outstanding on
the Borrowing Date or thereafter created, incurred or assumed, in each case as
permitted hereunder pursuant to clause (ii) or subclause (x) of clause (viii)
(only to the extent relating to Indebtedness incurred under the Senior Secured
Credit Agreement) or clause (xvi) (so long as such additional Indebtedness is
incurred under the Senior Secured Credit Agreement) of Section 6.01, unless, in
the case of any particular Indebtedness, the instrument creating or evidencing
the same or pursuant to which the same is outstanding expressly provides that
such Indebtedness shall not be senior in right of payment to the Loans or the
Guarantee of such Guarantor. Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (i) any Indebtedness of the Borrower or such
Guarantor to a Restricted Subsidiary of the Borrower, (ii) Indebtedness to, or
guaranteed on behalf of, any employee of the Borrower or such Guarantor or any
Subsidiary of the Borrower or such Guarantor (including, without limitation,
amounts owed for compensation), (iii) obligations for goods, materials or
services purchased in the ordinary course of business or obligations consisting
of trade payables, (iv) Indebtedness represented by Disqualified Capital Stock,
(v) any liability for federal, state, local or other taxes owed or owing by the
Borrower or such Guarantor, (vi) that portion of any Indebtedness to the extent
incurred in violation of the provisions set forth under Section 6.01 (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (vi) if the holder(s) of such obligation or their representative and
the Administrative Agent shall have received an Officers' Certificate of the
Borrower to the effect that the incurrence of such Indebtedness does not (or, in
the case of revolving credit Indebtedness, that the incurrence of the entire
committed amount thereof at the date on which the initial borrowing thereunder
is made would not) violate such provisions of this Agreement), (vii)
Indebtedness which, when incurred and without respect to


                                      -79-
<PAGE>

any election under Section 1111(b) of Title 11, United States Code, is without
recourse to the Borrower, (viii) any Indebtedness which is, by its express
terms, subordinated in right of payment to any other Indebtedness of the
Borrower or such Guarantor and (ix) Indebtedness incurred to repurchase capital
stock of the Borrower from employees or former employees.

            "Senior Secured Credit Agreement" means the Amended and Restated
Credit Agreement dated as of November 27, 1998, and as further amended as of
December 31, 1998, among the Borrower, Essex Group, Inc., the guarantors named
therein, the lenders party thereto in their capacities as lenders thereunder,
Bankers Trust Company, as administrative agent, Merrill Lynch & Co., as
documentation agent, and Fleet National Bank, as syndication agent, together
with the related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries of the Borrower as additional borrowers or guarantors thereunder to
the extent permitted hereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

            "Senior Secured Credit Documents" shall mean and include each of the
documents and other agreements (including, without limitation, the Senior
Secured Credit Agreement) governing or evidencing the Senior Secured Credit
Loans, as in effect on the Borrowing Date and as the same may be amended,
modified or supplemented from time to time pursuant to the terms thereof.

            "Services Agreement" shall mean the services agreement between
Alpine and the Parent, dated as of October 2, 1996, as amended May 1, 1997 and
May 1, 1998.

            "Shelf Registration" shall have the meaning provided in Section
5.09.

            "Significant Subsidiary," with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Securities Act.

            "Subordinated Indebtedness" means Indebtedness of the Borrower or
any Restricted Subsidiary that is expressly subordinated in right of payment to
the Loans or the Guarantee of such Restricted Subsidiary.

            "Subsidiary," with respect to any Person, means (i) any corporation
of which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or


                                      -80-
<PAGE>

indirectly, by such Person or (ii) any other Person of which at least a majority
of the voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person. Unless the context otherwise requires,
references herein to a Subsidiary shall refer to a Subsidiary of the Borrower.

            "Subsidiary Guarantor" shall mean (i) each of the Borrower's
Domestic Subsidiaries existing on the Borrowing Date other than its Unrestricted
Subsidiaries, Essex Funding, any Receivables Subsidiary and Essex Canada, (ii)
DNE Systems and each of its Subsidiaries, (iii) each of the Borrower's Domestic
Subsidiaries that in the future executes an amendment to this Agreement in which
such Domestic Subsidiary agrees to be bound by the terms of this Agreement as a
Subsidiary Guarantor pursuant to Section 6.09 and (iv) any other Subsidiary
which guarantees the Senior Secured Credit Agreement; provided that any Person
constituting a Subsidiary Guarantor as described above shall cease to constitute
a Subsidiary Guarantor when its respective Subsidiary Guarantee is released in
accordance with the terms of this Agreement.

            "Superior Preferred Stock" shall mean the 6% Cumulative Preferred
Stock, par value $1.00 per share, of Superior Telecommunications having an
aggregate liquidation preference of $20,000,000 (but shall include any Parent
preferred stock issued in exchange therefor pursuant to clause (b)(3) of Section
6.02).

            "Superior Telecommunications" shall mean Superior
Telecommunications Inc., a Georgia corporation and a wholly owned Subsidiary
of the Borrower.

            "Superior Trust I" shall mean Superior Trust I, a statutory business
trust formed under the laws of the State of Delaware, the common securities of
which shall be directly or indirectly wholly owned by the Parent.

            "Syndication Agent" shall mean Fleet, and any successor corporation
thereto by merger or otherwise.

            "Take-Out Banks" shall mean, collectively, BT Alex. Brown
Incorporated and Fleet Securities, Inc. and/or their respective Affiliates.

            "Taxes" shall have the meaning provided in Section 2.06(a).

            "Telerate Page 3750" shall mean the display designated as "Page
3750" on the Dow Jones Telerate Service (or such other page as may replace Page
3750 on that service).

            "Term A Loan Commitment" shall mean, for each Lender, the amount set
forth opposite such Lender's name in Schedule I directly below the column
entitled "Term A Loan Commitment."


                                      -81-
<PAGE>

            "Term B Loan Commitment" shall mean, for each Lender, the amount set
forth opposite such Lender's name in Schedule I directly below the column
entitled "Term B Loan Commitment."

            "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders.

            "Transaction Date" shall have the meaning provided in the definition
of "Consolidated Fixed Charge Coverage Ratio."

            "Trust Preferred Securities" shall mean collectively: (i) the shares
of Series A Cumulative Convertible Exchangeable Trust Preferred Securities of
Superior Trust I having an aggregate liquidation preference of approximately
$167,000,000; (ii) the long-term, subordinated debenture issued by the Parent
and purchased by Superior Trust I which, under certain circumstances, may be
distributed to the holders of the Series A Cumulative Convertible Exchangeable
Trust Preferred Securities (the "Debentures"); and (iii) shall include the
guarantee by the Parent of dividend, redemption and liquidation payments as in
effect on the Borrowing Date, all substantially in the form of Exhibit G hereto,
with such modifications consistent with the substantive provisions thereof, as
to which the Administrative Agent may agree, such agreement not to be
unreasonably withheld or delayed. The Guarantee of the Parent shall be pari
passu with the Debentures and the guarantee referred to in clause (iii) of the
preceding sentence.

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

            "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year exceeds the fair market
value of the assets allocable thereto, each determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan.

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

            "Unrestricted Subsidiary" of any Person shall mean (i) any
Subsidiary of such Person that at the time of determination shall be or continue
to be designated an Unrestricted Subsidiary by the Board of Directors of such
Person in the manner provided in clause (iii) below; (ii) any Subsidiary of an
Unrestricted Subsidiary; and (iii) any Subsidiary of the Borrower designated as
such pursuant to Section 6.10. On the Borrowing Date, the Borrower shall have no
Unrestricted Subsidiaries other than the Israeli Subsidiaries.


                                      -82-
<PAGE>

            "Weighted Average Life to Maturity" shall mean, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

            "Wholly Owned Restricted Subsidiary" of any Person shall mean any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than in the case of a foreign Restricted Subsidiary,
directors' qualifying shares or an immaterial amount of shares required to be
owned by other Persons pursuant to applicable law) are owned by such Person or
any Wholly Owned Restricted Subsidiary of such Person.

            "Year 2000 Compliant" shall mean that all Information Systems and
Equipment accurately process date data (including, but not limited to,
calculating, comparing and sequencing), before, during and after the year 2000,
as well as same and multi-century dates, or between the years 1999 and 2000,
taking into account all leap years, including the fact that the year 2000 is a
leap year, and further, that when used in combination with, or interfacing with,
other Information Systems and Equipment, shall accurately accept, release and
exchange date data, and shall in all material respects continue to function in
the same manner as it performs today and shall not otherwise impair the accuracy
or functionality of Information Systems and Equipment.

            10.  THE AGENTS.

            10.01. Appointment. Each Lender hereby irrevocably designates and
appoints BTCo as Administrative Agent and Fleet as Syndication Agent of such
Lender to act as specified herein and in the other Credit Documents, and each
such Lender hereby irrevocably authorizes BTCo as the Administrative Agent to
take such action on its behalf under the provisions of the Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of the Credit Documents, together with
such other powers as are reasonably incidental thereto. The Administrative Agent
agrees to act as such upon the express conditions contained in this Section 10.
Notwithstanding any provision to the contrary elsewhere in any Credit Document,
no Agent shall have any duties or responsibilities, except those expressly set
forth in the Credit Documents, or any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise (including by
operation of law) to exist against any Agent. The provisions of this Section 10
are solely for the benefit of the Agents and the Lenders, and neither the
Parent, the Borrower nor any of their respective Subsidiaries or Affiliates
shall have any rights as a third party beneficiary of any of the provisions
hereof. In performing


                                      -83-
<PAGE>

its functions and duties under this Agreement, the Agents shall act solely as
agents of the Lenders and the Agents do not assume and shall not be deemed to
have assumed any obligation or relationship of agency or trust with or for the
Parent, the Borrower or any of their respective Subsidiaries or Affiliates.

            10.02. Delegation of Duties. The Agents may execute any of their
duties under or any Credit Document by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Agents shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by them with reasonable
care except to the extent otherwise required by Section 10.03.

            10.03. Exculpatory Provisions. No Agent or any of its Affiliates or
any of their officers, directors, employees, agents or attorneys-in-fact shall
be (i) liable for any action lawfully taken or omitted to be taken by it or such
Person in its capacity as an Agent under or in connection with any Credit
Document (except to the extent found to have resulted from such Person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Parent, the Borrower, any of their respective Subsidiaries or any of
their respective officers contained in any Credit Document, any other Document
or in any certificate, report, statement or other document referred to or
provided for in, or received by any Agent under or in connection with, any
Document or for any failure of the Parent, the Borrower or any of their
respective Subsidiaries or any of their respective officers to perform its
obligations hereunder or thereunder. No Agent shall be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or condition of, any Document, or to inspect the
properties, books or records of the Parent, the Borrower or any of their
respective Subsidiaries. No Agent shall be responsible to any Lender for the
effectiveness, genuineness, validity, enforceability, collectability or
sufficiency of any Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statement or in
any financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by any
Agent to the Lenders or by or on behalf of the Parent, the Borrower or any of
their respective Subsidiaries to any Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

            10.04. Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex
or teletype message, statement, order or other document or conversation
reasonably believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and


                                      -84-
<PAGE>

statements of legal counsel (including, without limitation, counsel to the
Parent, the Borrower or any of their respective Subsidiaries), independent
accountants and other experts selected by the Agents. Each Agent shall be fully
justified in failing or refusing to take any action under any Credit Document
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. Each Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
any of the Credit Documents in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.

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

            10.06. Nonreliance on Agents and Other Lenders. Each Lender
expressly acknowledges that no Agent or any of its Affiliates nor any of their
respective officers, directors, employees, agents or attorneys-in-fact have made
any representations or warranties to it and that no act by any Agent hereinafter
taken, including any review of the affairs of the Parent, the Borrower or any of
their respective Subsidiaries, shall be deemed to constitute any representation
or warranty by such Agent or any such other Person to any Lender. Each Lender
represents to the Agents that it has, independently and without reliance upon
any Agent or any such other Person or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, assets, operations, property, financial
and other condition, prospects and creditworthiness of the Parent, the Borrower
and their respective Subsidiaries and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon any Agent or any such other Person
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, assets, operations, property, financial and other condition, prospects
and creditworthiness of the Parent, the Borrower and their respective


                                      -85-
<PAGE>

Subsidiaries. No Agent shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
assets, property, financial and other condition, prospects or creditworthiness
of the Borrower or any of their respective Subsidiaries which may come into the
possession of any Agent or any of its Affiliates or any of their officers,
directors, employees, agents or attorneys-in-fact.

            10.07. Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such ratably according to their respective "percentages" as used
in determining the Required Lenders at such time, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Obligations) be imposed on, incurred by or asserted against such Agent in
its capacity as such in any way relating to or arising out of any Credit
Document, or any documents contemplated by or referred to herein or therein, or
the transactions contemplated hereby or thereby or any action taken or omitted
to be taken by the Agent under or in connection with any of the foregoing, but
only to the extent that any of the foregoing is not paid by the Parent, the
Borrower or any of their respective Subsidiaries; provided that no Lender shall
be liable to any Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent found to have resulted solely from the
gross negligence or willful misconduct of such Agent. 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. The agreements in this Section 10.07 shall survive the payment of
all Obligations.

            10.08. Agents in Their Individual Capacity. Each Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Parent, the Borrower and their respective Subsidiaries
and Affiliates as though such Agent were not an Agent hereunder. With respect to
the Loans made by it and all Obligations owing to it, each Agent shall have the
same rights and powers under this Agreement as any Lender and may exercise the
same as though it were not an Agent and the terms "Lender" and "Lenders" shall
include such Agent in its individual capacity.

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


                                      -86-
<PAGE>

            10.10. Resignation of the Administrative Agent; Successor
Administrative Agent. The Administrative Agent may resign as the Administrative
Agent upon 60 days' notice to the Lenders and the Borrower. Upon the resignation
of the Administrative Agent, the Required Lenders shall appoint from among the
Lenders a successor Administrative Agent which is a bank or a trust company for
the Lenders subject to prior approval by the Borrower (such approval not to be
unreasonably withheld; provided that such approval shall not be required if a
Default or an Event of Default then exists), whereupon such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and
the term "Administrative Agent" shall include such successor agent effective
upon its appointment, and the resigning Administrative Agent's rights, powers
and duties as the Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement. After the resignation of the Administrative Agent
hereunder, the provisions of this Section 10 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

            11. MISCELLANEOUS.

            11.01. Payment of Expenses, etc. The Parent and the Borrower,
jointly and severally, agree to: (i) whether or not the transactions herein
contemplated are consummated, pay all out-of-pocket costs and expenses of the
Administrative Agent and the Syndication Agent (including, without limitation,
the reasonable fees and disbursements of Cahill Gordon & Reindel) in connection
with the negotiation, preparation, execution and delivery of the Credit
Documents and the documents and instruments referred to therein and any
amendment, waiver or consent relating thereto and in connection with the
Administrative Agent's syndication efforts with respect to this Agreement; (ii)
pay all out-of-pocket costs and expenses of the Administrative Agent and each of
the Lenders in connection with the enforcement of the Credit Documents and the
documents and instruments referred to therein and, after a Default or an Event
of Default shall have occurred and be continuing, the protection of the rights
of the Administrative Agent and each of the Lenders thereunder (including,
without limitation, the fees and disbursements of counsel for the Administrative
Agent and for each of the Lenders); (iii) pay and hold each of the Lenders
harmless from and against any and all present and future stamp and other similar
taxes with respect to the foregoing matters and save each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (iv) indemnify each Agent and each Lender and
each of their Affiliates, and each of their respective officers, directors,
employees, representatives and agents from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred by
any of them as a result of, or arising out of, or in any way related to, or by
reason of, any investigation, litigation or other proceeding (whether or not any
such Person is a party thereto and whether or not any such investigation,
litigation or other proceeding is between or among any such Person, or


                                      -87-
<PAGE>

any third Person or otherwise) related to the entering into and/or performance
of any Credit Document or the use of the proceeds of any Loans hereunder or the
consummation of any other transactions contemplated in any Credit Document (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent found to have been incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified), in each case, including, without
limitation, the reasonable fees and disbursements of counsel and independent
consultants incurred in connection with any such investigation, litigation or
other proceeding.

            11.02. Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, the Administrative
Agent and each Lender are hereby authorized at any time or from time to time,
without presentment, demand, protest or any other notice of any kind to the
Borrower or any of its Subsidiaries or any Guarantor or any other Person, any
such notice, to the full extent permitted by applicable law, being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by the
Administrative Agent or such Lender (including, without limitation, by branches
and agencies of the Administrative Agent and such Lender wherever located) to or
for the credit or the account of the Borrower or any Guarantor against and on
account of the Obligations of the Borrower or any Guarantor to the
Administrative Agent or such Lender under this Agreement or under any of the
other Credit Documents, including, without limitation, all interests in
Obligations of the Borrower or any Guarantor purchased by such Lender pursuant
to Section 11.06(b), and all other claims of any nature or description arising
out of or connected with any Credit Document, irrespective of whether or not the
Administrative Agent or such Lender shall have made any demand hereunder and
although said Obligations shall be contingent or unmatured.

            11.03. Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to any Credit Party,
at the address specified for such Credit Party on Schedule XI; if to any Lender,
at the address specified for such Lender on Schedule II; or, at such other
address as shall be designated by any party in a written notice to the other
parties hereto. All such notices and communications shall be mailed,
telegraphed, telexed, telecopied or cabled or sent by overnight courier, and
shall be effective when received.

            11.04. Benefit of Agreement. (a) This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided, however, neither the Borrower nor
any Guarantor may assign or transfer any of its rights, obligations or interest
under any Credit Document without the prior written consent of the Lenders; and
provided, further, that, although any Lender may


                                      -88-
<PAGE>

transfer, assign or grant participations in its rights hereunder, such Lender
shall remain a "Lender" for all purposes hereunder (and may not transfer or
assign all or any portion of its Commitment hereunder except as provided in
Section 11.04(b)) and the transferee, assignee or participant, as the case may
be, shall not constitute a "Lender" hereunder; and provided, further, that no
Lender shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of any Credit Document
except to the extent such amendment or waiver would (i) extend the Maturity
Date, or reduce the rate or extend the time of payment of interest or fees on
Loans in which such participant is participating (except in connection with a
waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof (it being understood that any amendment or
modification to the financial definitions in this Agreement shall not constitute
a reduction in any rate of interest or fees for purposes of this clause (i), or
increase the amount of the participant's participation over the 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 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) or (ii) consent to the assignment or transfer by
the Borrower of its rights and obligations under this Agreement. In the case of
any such participation, the participant shall not have any rights under any of
the Credit Documents (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
the Borrower hereunder shall be determined as if such Lender had not sold such
participation.

            (b) Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitment (and related outstanding Obligations hereunder) to (i) any Affiliate
of such Lender which is at least 50% owned by such Lender or its parent company
or to one or more Lenders or (ii) in the case of any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is managed
by the same investment advisor of such Lender or by an Affiliate of such
investment advisor or (y) assign all, or if less than all, a portion equal to at
least $5,000,000 in the aggregate for the assigning Lender or assigning Lenders,
of such Commitment (and related outstanding Obligations hereunder) to one or
more Eligible Transferees (treating any fund that invests in bank loans and any
other fund that invests in bank loans and is managed by the same investment
advisor of such fund or by an Affiliate of such fund as a single Eligible
Transferee), each of which assignees shall become a party to this Agreement as a
Lender by execution of an Assignment and Assumption Agreement; provided that (i)
at such time Schedule I shall be deemed modified to reflect the Commitments of
such new Lender and of the existing Lenders, (ii) upon surrender of the old
Notes, new Notes will be issued, at the Borrower's expense, to such new Lender
and to the assigning Lender, such new Notes to be in conformity with the
requirements of Section 1.04 (with appropriate modifications) to the extent
needed to reflect the revised Commitments, (iii) the


                                      -89-
<PAGE>

consent of the Administrative Agent shall be required in connection with any
such assignment (other than an assignment by Fleet) pursuant to clause (y) of
this Section 11.04(b) and (iv) the Administrative Agent shall receive at the
time of each such assignment (other than an assignment by Fleet), from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500; and provided, further, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to
Section 11.15. To the extent of any assignment pursuant to this Section
11.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Commitment. At the time of each assignment pursuant
to this Section 11.04(b) to a Person which is not already a Lender hereunder and
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Lender shall provide to the Borrower and the Administrative Agent the
appropriate Internal Revenue Service Forms (and, if applicable, a Section
2.06(b)(ii) Certificate) described in Section 2.06(b). Notwithstanding the
foregoing, prior to payment of the Nine-Month Fee, neither BTCo nor Fleet may
make an assignment of or grant a participation in its outstanding Loans (or, if
prior to the Borrowing Date, Commitments) in an amount greater than or equal to
37.5% of its initial Commitment without the prior written consent of the
Borrower.

            (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank.

            11.05. No Waiver; Remedies Cumulative. No failure or delay on the
part of any party in exercising any right, power or privilege under any Credit
Document and no course of dealing between any Credit Party and the
Administrative Agent or any Lender shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege under any Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which any party would otherwise have. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or the Lenders to any other or further action
in any circumstances without notice or demand.

            11.06. Payments Pro Rata. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of any Credit Party
in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its pro rata share
of such payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.


                                      -90-
<PAGE>

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

            11.07. Calculations; Computations. (a) The financial statements to
be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); provided that except as otherwise specifically
provided herein, all computations determining compliance with Sections 2.02 and
6, including definitions used therein, shall, in each case, utilize accounting
principles and policies in effect at the time of the preparation of, and in
conformity with those used to prepare, the financial statements delivered to the
Lenders pursuant to Section 4.08(b).

            (b) All computations of interest and fees hereunder shall be based
on the actual number of days elapsed over a year of 360 days.

            11.08. Governing Law; Submission to Jurisdiction; Venue. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, each
Credit Party hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Credit Party hereby further irrevocably waives any claim that any
such courts lack jurisdiction over such Credit Party, and agrees not to plead or
claim, in any legal action or proceeding with respect to any Credit Document
brought in any of the aforesaid courts, that any such court lacks jurisdiction
over such Credit Party. Each Credit Party ir-


                                      -91-
<PAGE>

revocably consents to the service of process in any such action or proceeding by
the mailing of copies thereof by registered or certified mail, postage prepaid,
to such Credit Party, at its address for notices pursuant to Section 11.03, such
service to become effective 30 days after such mailing. Each Credit Party hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced under any Credit Document that service of process was in any way
invalid or ineffective. Nothing herein shall affect the right of the
Administrative Agent, any Lender or the holder of any Note to serve process in
any other manner permitted by applicable law or to commence legal proceedings or
otherwise proceed against any Credit Party in any other jurisdiction.

            (b) Each Credit Party hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with any Credit
Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

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

            11.10. Effectiveness. This Agreement shall become effective on the
date (the "Closing Date") on which the Borrower, each Guarantor, the
Administrative Agent, the Syndication Agent and each of the Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent at the Notice Office
or, in the case of the Lenders, shall have given to the Administrative Agent
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office that the same has been signed and mailed to it. The
Administrative Agent will give the Borrower and each Lender prompt written
notice of the occurrence of the Closing Date.

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

            11.12. Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders; provided


                                      -92-
<PAGE>

that no such change, waiver, discharge or termination shall, without the consent
of each Lender (with Obligations being directly affected thereby in the case of
the following clause (i)), (i) extend any Maturity Date, or reduce the rate or
extend the time of payment of interest or fees (including the Nine-Month Fee) on
any Loan, or reduce the principal amount thereof (it being understood that any
amendment or modification to the financial definitions in this Agreement shall
not constitute a reduction in any rate of interest or fees for purposes of this
clause (i)), (ii) amend, modify or waive any provision of this Section 11.12,
(iii) reduce the percentage specified in or otherwise change the definition of
Required Lenders or (iv) consent to the assignment or transfer by the Company of
any of its rights and obligations under this Agreement; provided, further, that
no such change, waiver, discharge or termination shall (x) increase the
Commitment of any Lender over the amount thereof then in effect without the
consent of such Lender (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default shall not
constitute an increase of the Commitment of any Lender, and that an increase in
the available portion of any Commitment of any Lender shall not constitute an
increase in the Commitment of such Lender) or (y) without the consent of the
Administrative Agent, amend, modify or waive any provision of Section 10 as the
same applies to the Administrative Agent or any other provision as the same
relates to the rights or obligations of the Administrative Agent.

            (b) If, in connection with any proposed change, waiver, discharge
or termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (iv), inclusive, of the first proviso to Section 11.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clauses (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders with
one or more Replacement Lenders pursuant to Section 1.10 so long as at the time
of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) repay outstanding Loans of such
Lender which gave rise to the need to obtain such Lender's consent, in
accordance with Section 2.01; provided that, unless the Loans repaid pursuant to
preceding clause (B) are immediately replaced in full at such time through the
addition of new Lenders or the increase of outstanding Loans of existing Lenders
(who in each case must specifically consent thereto), then in the case of any
action pursuant to preceding clause (B) the Required Lenders (determined before
giving effect to the proposed action) shall specifically consent thereto;
provided, further, that in any event the Borrower shall not have the right to
replace a Lender or repay its Loans solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 11.12(a).


                                      -93-
<PAGE>

            11.13. Survival. All indemnities set forth herein including, without
limitation, in Sections 1.07, 1.08, 2.06, 10.07 and 11.01 shall survive the
execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

            11.14. Domicile of Loans. Each Lender may transfer and carry its
Loans at, to or for the account of any branch office, subsidiary or affiliate of
such Bank; provided that the Borrower shall not be responsible for costs arising
under Section 1.07, 1.08 or 2.06 resulting from any such transfer (other than a
transfer pursuant to Section 1.09) to the extent such costs would not otherwise
be applicable to such Lender in the absence of such transfer.

            11.15. Register. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
11.15, to maintain a register (the "Register") on which it will record the Loans
made by each of the Lenders and each repayment in respect of the principal
amount of the Loans of each Lender. Failure to make any such recordation, or any
error in such recordation, shall not affect the Borrower's obligations in
respect of such Loans. With respect to any Lender, the transfer of the rights to
the principal of, and interest on, any Loan shall not be effective until such
transfer is recorded on the Register maintained by the Administrative Agent with
respect to ownership of such Loans and prior to such recordation all amounts
owing to the transferor with respect to such Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Loans shall be recorded by the Administrative Agent on the Register only upon
the acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident
with the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Notes (if any) evidencing such Loans, and
thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the assigning or transferor Lender and/or the new Lender upon their
request of same. The Parent and the Borrower, jointly and severally, agree to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 11.15, except to the extent that any such losses, claims, damages
or liabilities are found to have resulted from the gross negligence or willful
misconduct of the Administrative Agent.

            11.16. Confidentiality. Each of the Lenders agrees that it will use
its reasonable efforts not to disclose without the prior consent of the Borrower
(other than to Affiliates of such Lenders and their respective directors,
employees, auditors, counsel or other professional advisors) any confidential
information with respect to the Borrower or any of its Subsidiaries which is
furnished pursuant to this Agreement; provided that any Lender may disclose any
such information (a) that is or has become generally available to the public,
(b) as may be required or appropriate (x) in any report, statement or testimony
submit-


                                      -94-
<PAGE>

ted to any municipal, state or Federal or other governmental regulatory body
having or claiming to have jurisdiction over such Lender or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors or
(y) in connection with any request or requirement of any such regulatory body,
(c) as may be required or appropriate in response to any summons or subpoena or
in connection with any litigation, (d) to comply with any law, order, regulation
or ruling applicable to such Lender, and (e) to any prospective transferee in
connection with any contemplated transfer of any of the Notes or any interest
therein by such Lender; provided that such prospective transferee agrees to be
bound by this Section 11.16 to the same extent as such Lender.

            11.17. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

            11.18. DNE Systems. With respect to all provisions of this Agreement
and other Credit Documents, all of the Capital Stock of DNE Systems owned by the
Parent shall be treated as if it is all owned directly by the Borrower. As an
example of the foregoing, to the extent that provisions of this Agreement and
the other Credit Documents would allow DNE Systems, as a Restricted Subsidiary
of the Borrower, to pay dividends to its shareholders or make loans, advances or
distributions to its parent company or a subsidiary of its parent company, such
dividends, loans or advances shall only be permitted hereunder or under the
other Credit Documents to the extent that they are paid to the Borrower or a
Restricted Subsidiary of the Borrower that is a Guarantor (except to the extent
this Agreement or the Credit Documents specifically would otherwise allow a
Restricted Subsidiary of the Company to make such dividends or other payments to
the Parent). Without limiting the foregoing, all financial statements and all
financial tests contained herein shall be determined as if all the Capital Stock
of DNE Systems owned by the Parent is owned by the Borrower. Notwithstanding the
other provisions of this Section 11.19, the Borrower and its Restricted
Subsidiaries may make Investments in DNE Systems or its Subsidiaries only to the
extent necessary to fund, in accordance with existing business practice, DNE
Systems' existing operations as of the Borrowing Date; provided, however, that,
notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries that
are Guarantors may make Investments in DNE Systems and its Subsidiaries to the
extent that such Investments are permitted by and are in accordance with the
terms of Section 6.02(b)(15) (such Investments decreasing the basket provided in
such Section 6.02(b)(15)).


                                      -95-
<PAGE>

            12. GUARANTEE.

            12.01. The Guarantee. (a) In order to induce the Lenders to enter
into this Agreement and to extend credit hereunder and in recognition of the
direct and indirect benefits to be received by each Guarantor from the proceeds
of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each
Guarantor hereby unconditionally and irrevocably, jointly and severally,
guarantees, as primary obligor and not merely as surety the full and prompt
payment when due, whether upon maturity, acceleration or otherwise, of any and
all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors.
If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed
Creditors becomes due and payable hereunder, each Guarantor, jointly and
severally, and unconditionally promises to pay such indebtedness to the
Guaranteed Creditors, or order, on demand, together with any and all expenses
(including reasonable legal fees and expenses) which may be incurred by the
Guaranteed Creditors in collecting or enforcing any of the Guaranteed
Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including the Borrower), then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation of this
Guarantee or any other instrument evidencing any liability of the Borrower, and
each Guarantor shall be and remain jointly and severally liable to the aforesaid
payees hereunder for the amount so repaid or recovered to the same extent as if
such amount had never originally been received by any such payee. This is a
guarantee of payment and not of collection.

            (b) Anything contained in this Guarantee to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be
limited to a maximum aggregate amount equal to the largest amount that would not
render its obligations hereunder subject to avoidance as a fraudulent transfer
or conveyance under Section 548 of the Bankruptcy Code or any applicable
provisions of comparable state law (collectively, the "Fraudulent Transfer
Laws"), in each case after giving effect to all other liabilities of such
Subsidiary Guarantor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws (specifically excluding, however, any liabilities of
such Subsidiary Guarantor in respect of intercompany Indebtedness to the
Borrower or other Affiliates of the Borrower to the extent that such
Indebtedness would be discharged in an amount equal to the amount paid by such
Subsidiary Guarantor hereunder, and after giving effect (x) to the direct and
indirect benefits received by such Subsidiary Guarantor as a result of the
Credit Documents and the Loans and (y) as assets to the value (as determined
under the applicable provisions of the Fraudulent Transfer Laws) of any rights
to subrogation, reimbursement, indemnification or contribution of such
Subsidiary Guarantor pursuant to applicable law or pursuant to


                                      -96-
<PAGE>

the terms of any agreement (including without limitation any such right of
contribution under Section 12.01(c)).

            (c) The Subsidiary Guarantors under this Guarantee together desire
to allocate among themselves in a fair and equitable manner their obligations
arising under this Guarantee. Accordingly, in the event any payment or
distribution is made on any date by any Subsidiary Guarantor under this
Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below)
as of such date, that Funding Guarantor shall be entitled to a contribution from
each of the other Subsidiary Guarantors in the amount of such other Subsidiary
Guarantor's Fair Share Shortfall (as defined below) as of such date, with the
result that all such contributions will cause each Subsidiary Guarantor's
Aggregate Payments (as defined below) to equal its Fair Share as of such date.
"Fair Share" means, with respect to a Subsidiary Guarantor as of any date of
determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum
Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the
aggregate of the Adjusted Maximum Amounts with respect to all Subsidiary
Guarantors, multiplied by (ii) the aggregate amount paid or distributed on or
before such date by all Funding Guarantors under this Guarantee in respect of
the obligations guarantied. "Fair Share Shortfall" means, with respect to a
Subsidiary Guarantor as of any date of determination, the excess, if any, of the
Fair Share of such Subsidiary Guarantor over the Aggregate Payments of such
Subsidiary Guarantor. "Adjusted Maximum Amount" means, with respect to a
Subsidiary Guarantor as of any date of determination, the maximum aggregate
amount of the obligations of such Subsidiary Guarantor under this Guarantee,
determined as of such date in accordance with this Section 12.01; provided that,
solely for purposes of calculating the "Adjusted Maximum Amount" with respect to
any Subsidiary Guarantor for purposes of this Section 12.01(c), any assets or
liabilities of such Subsidiary 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
Subsidiary Guarantor. "Aggregate Payments" means, with respect to a Subsidiary
Guarantor as of any date of determination, an amount equal to (i) the aggregate
amount of all payments and distributions made on or before such date by such
Subsidiary Guarantor in respect of this Guarantee (including, without
limitation, in respect of this Section 12.01(c)) minus (ii) the aggregate amount
of all payments received on or before such date by such Subsidiary Guarantor
from the other Subsidiary Guarantors as contributions under this Section
12.01(c). 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 Subsidiary Guarantors of
their obligations as set forth in this Section 12.01(c) shall not be construed
in any way to limit the liability of any Subsidiary Guarantor hereunder.

            12.02. Nature of Liability. The liability of each Guarantor
hereunder is joint and several and exclusive and independent of any security for
or other guarantee of the Guaranteed Obligations of the Borrower whether
executed by such Guarantor, any other


                                      -97-
<PAGE>

Guarantor, any other guarantor or by any other party, and the liability of each
Guarantor hereunder is not affected or impaired by (a) any direction as to
application of payment by the Borrower or by any other party, or (b) any other
continuing or other guarantee, undertaking or maximum liability of a guarantor
or of any other party as to the Guaranteed Obligations of the Borrower, or (c)
any payment on or in reduction of any such other guarantee or undertaking, or
(d) any dissolution, termination or increase, decrease or change in personnel by
the Borrower, or (e) any payment made to the Guaranteed Creditors on the
Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower
pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each Guarantor, to the extent
permitted by applicable law, waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding.

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

            12.04. Authorization. Each Guarantor authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

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

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


                                      -98-
<PAGE>

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

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

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

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

            (g) consent to or waive any breach of, or any act, omission or
      default under, this Agreement, any other Credit Document or any of the
      instruments or agreements referred to herein or therein, or otherwise
      amend, modify or supplement this Agreement, any other Credit Document or
      any of such other instruments or agreements; and/or

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

            12.05. Reliance. It is not necessary for the Guaranteed Creditors to
inquire into the capacity or powers of the Borrower or the officers, directors,
partners or agents acting or purporting to act on its behalf, and any Guaranteed
Obligations made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

            12.06. Subordination. Any of the indebtedness of the Borrower now or
hereafter owing to any Guarantor is hereby subordinated to the Guaranteed
Obligations of the Borrower owing to the Guaranteed Creditors; and if the
Administrative Agent so requests at a time when an Event of Default exists, all
such indebtedness of the Borrower to any Guarantor shall be collected, enforced
and received by such Guarantor for the benefit of the Guaranteed Creditors and
be paid over to the Administrative Agent on behalf of the Guaranteed Creditors
on account of the Guaranteed Obligations of the Borrower to the Guaranteed
Creditors, but without affecting or impairing in any manner the liability of any
Guarantor under the other provisions of this Guarantee (other than the reduction
of any such liability attributable to such payment). Prior to the transfer by
any Guarantor of any note or negotiable instrument evidencing any of the
indebtedness of the Borrower to such Guarantor, such Guarantor shall mark such
note or negotiable instrument with a legend that the


                                      -99-
<PAGE>

same is subject to this subordination. Without limiting the generality of the
foregoing, each Guarantor hereby agrees with the Guaranteed Creditors that it
will not exercise any right of subrogation which it may at any time otherwise
have as a result of this Guarantee (whether contractual, under Section 509 of
the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash.

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

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

            12.09. Release of Guarantee. Upon the sale or disposition (whether
by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor
(or all or sub-


                                     -100-
<PAGE>

stantially all its assets) to an entity which is not a Subsidiary of the
Borrower and which sale or disposition is otherwise in compliance with the terms
of this Agreement or the designation of a Restricted Subsidiary that is a
Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms
of this Agreement, such Subsidiary Guarantor shall be deemed released from all
obligations under this Section 12 without any further action required on the
part of the Administrative Agent or any Lender; provided, however, that (x) no
Default or Event of Default shall have occurred and be continuing and (y) any
such termination shall occur only to the extent that all obligations of such
Subsidiary Guarantor with respect to the Senior Secured Credit Agreement shall
also terminate upon such release, sale or transfer. In addition, if the Mexican
Subsidiaries are required to become Guarantors, the Borrower may request the
Administrative Agent, on behalf of the Lenders, to consent, effective after the
completion of the Borrower's second full fiscal year after the Initial Borrowing
Date, to the release of the Guarantee of the Mexican Subsidiaries, which consent
may not be unreasonably withhold or delayed. The Administrative Agent shall
deliver an appropriate instrument evidencing such release upon receipt of a
request by the Borrower accompanied by an Officers' Certificate certifying as to
the compliance with this Section 12.08. Any Subsidiary Guarantor not so released
remains liable for the full amount of principal of and interest on the Loans as
provided in this Section 12.

                           [Signature Pages Follow]


                                     -101-
<PAGE>

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

                                        SUPERIOR/ESSEX CORP., as Borrower

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        SUPERIOR TELECOM INC., as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        SUPERIOR TELECOMMUNICATIONS, INC., as
                                          Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        DNE SYSTEMS, INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


<PAGE>

                                        DNE MANUFACTURING & SERVICE COMPANY,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        DNE TECHNOLOGIES, INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        TEXAS SUT INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX GROUP, INC., as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX INTERNATIONAL INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

<PAGE>

                                        ACTIVE INDUSTRIES, INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        DIAMOND WIRE & CABLE CO.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX GROUP, INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX GROUP MEXICO INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX MEXICO HOLDINGS, L.L.C.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

<PAGE>

                                        ESSEX SERVICES, INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX TECHNOLOGY, INC.,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        ESSEX WIRE CORPORATION,
                                          as Guarantor

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

<PAGE>

                                        BANKERS TRUST COMPANY,
                                          as Administrative Agent

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        FLEET CORPORATE FINANCE, INC.,
                                          as Syndication Agent

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

<PAGE>

                                        FLEET CORPORATE FINANCE, INC.,
                                           as Lender

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                        BANKERS TRUST COMPANY,
                                           as Lender

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

<PAGE>

                                                                    SCHEDULE I

                               LOAN COMMITMENTS

                                 Term A Loan     Term B Loan
Lender                           Commitment      Commitment        Total
------                           ----------      ----------        -----
Bankers Trust Company                    $0     $80,000,000     $80,000,000
Fleet Corporate Finance, Inc.   120,000,000               0     120,000,000
                               ------------     -----------    ------------
                               $120,000,000     $80,000,000    $200,000,000

<PAGE>

                                                                   SCHEDULE II

                               LENDER ADDRESSES

Lender                                Address

Bankers Trust Company                 One Bankers Trust Plaza
                                      130 Liberty Street
                                      New York, New York  10006
                                      Attention:  Anthony LoGrippo
                                      Telephone No.:  (212) 250-4886
                                      Facsimile No.:  (212) 250-7218


Fleet Corporate Finance, Inc.         One Federal Street
                                      3rd Floor
                                      Boston, Massachusetts  02110
                                      Attention:  Howard Diamond
                                      Telephone No.:  (617) 346-0042
                                      Facsimile No.:  (617) 346-5093

                                      1185 Avenue of the Americas
                                      16th Floor, NYNYS16D
                                      New York, NY  10036
                                      Attention:  Robert Hornstein
                                      Telephone No.:  (212) 819-6142
                                      Facsimile No.:  (212) 819-6215

<PAGE>

                                                                     Schedule XI

                            CREDIT PARTY ADDRESSES

Credit Party                      Address
------------                      -------

Superior/Essex Corp.              150 Interstate North Parkway
                                  Suite 300
                                  Atlanta, Georgia  30334
                                  Telephone No.: (770) 953-8338
                                  Facsimile No.: (770) 984-3218

Superior Telecommunications Inc.  150 Interstate North Parkway
                                  Suite 300
                                  Atlanta, Georgia  30334
                                  Telephone No.: (770) 953-8338
                                  Facsimile No.: (770) 984-3218

Superior Telecom Inc.             150 Interstate North Parkway
                                  Suite 300
                                  Atlanta, Georgia  30334
                                  Telephone No.: (770) 953-8338
                                  Facsimile No.: (770) 984-3218

DNE Systems, Inc.                 50 Barnes Park North
                                  Wallingford, Connecticut  06492
                                  Telephone No.: (203)
                                  Facsimile No.: (203) 984-3218

DNE Technologies, Inc.            50 Barnes Park North
                                  Wallingford, Connecticut  06492
                                  Telephone No.: (203)
                                  Facsimile No.: (203) 265-7801

Texas SUT Inc.                    150 Interstate North Parkway
                                  Suite 300
                                  Atlanta, Georgia  30334
                                  Telephone No.: (770) 953-8338
                                  Facsimile No.: (770) 984-3218

Essex Group, Inc.                 1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000

<PAGE>

                                  Facsimile No.: (219) 461-4469

Essex International Inc.          1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

Active Industries, Inc.           1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

Diamond Wire & Cable Co.          1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

Essex Mexico Holdings, LLC        1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

Essex Group Mexico Inc.           1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

Essex Wire Corporation            1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

Essex Technology Inc.             1601 Wall Street
                                  Fort Wayne, Indiana  46802
                                  Telephone No.: (219) 461-4000
                                  Facsimile No.: (219) 461-4469

<PAGE>

                                                                         ANNEX A
                        REGISTRATION RIGHTS PROVISIONS

Section 1. Definitions

            Advice: See the last paragraph of Section 4.

            DTC: See Section 4(i).

            Exchange Act: The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

            Holders: Any holder of the Notes.

            Indemnified Parties: See Section 6(a).

            Indenture: The indenture by and among the Issuers and a trustee
reasonably satisfactory to the Agents, pursuant to which the Exchange Notes have
been or may be issued.

            Inspectors: See Section 4(p).

            Issuers: Company and the Guarantors.

            NASD: See Section 4(n).

            Exchange Notes: The senior subordinated notes issued pursuant to
Section 5.09.

            Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Notes covered by such Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

            Registrable Notes: The Exchange Notes upon original issuance thereof
and at all times subsequent thereto, until in the case of any such Exchange Note
(i) a Registration Statement covering such Exchange Note has been declared
effective and such Exchange Note has been disposed of in accordance with such
effective Registration Statement, (ii) it is

<PAGE>
                                      A-2


sold in compliance with Rule 144, (iii) it shall have been otherwise transferred
and a new certificate for any such Exchange Note not bearing a legend
restricting further transfer shall have been delivered by the Issuers, or (iv)
it ceases to be outstanding.

            Registration Statement: Any registration statement of the Issuers
filed or required to be filed with the SEC pursuant to the provisions of this
Agreement (including the Shelf Registration), including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

            Rule 144: Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC.

            Rule 144A: Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

            Rule 415: Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

            SEC: The Securities and Exchange Commission.

            Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

            Shelf Registration: The registration statement covering all of the
Exchange Notes that may be issued under the Indenture which is required to be
filed and caused to become effective pursuant to Section 5.09.

            Shelf Termination Date: See Section 2(b).

            Subsequent Shelf Registration: See Section 2(b).

            TIA: The Trust Indenture Act of 1939, as amended.

            underwritten registration or underwritten offering: A registration
in which securities of any of the Issuers are sold to an underwriter for
reoffering to the public.

Section 2. Shelf Registration

            (a) Shelf Registration. The Issuers shall not permit any securities
other than the Registrable Notes to be included in the Shelf Registration or any
Subsequent Shelf

<PAGE>
                                      A-3


Registration. Each of the Issuers shall use its best efforts to keep the Shelf
Registration continuously effective under the Securities Act until the date
which is 24 months from the date that the Exchange Notes are issued under the
Indenture (subject to extension pursuant to the last paragraph of Section 4)
(the "Shelf Termination Date"), or such shorter period ending when all of the
Registrable Notes covered by such Shelf Registration have been sold in the
manner set forth and as contemplated in such Shelf Registration or when all of
the Registrable Notes covered by such Shelf Registration and eligible for resale
pursuant to Rule 144(k).

            (b) Subsequent Shelf Registrations. If the Shelf Registration or any
Subsequent Shelf Registration ceases to be effective for any reason at any time
prior to the Shelf Termination Date (other than because of the sale of all
Registrable Notes covered by such Shelf Registration in the manner set forth and
as contemplated in such Shelf Registration), each of the Issuers shall use its
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation
of effectiveness amend such Shelf Registration in a manner reasonably expected
to obtain the withdrawal of the order suspending the effectiveness thereof or
file an additional "shelf" Registration Statement pursuant to Rule 415 covering
all of the Registrable Notes which were covered by such Shelf Registration that
have not been sold in the manner set forth and as contemplated in such Shelf
Registration (a "Subsequent Shelf Registration"). If a Subsequent Shelf
Registration is filed, each of the Issuers shall use its reasonable best efforts
to cause such Subsequent Shelf Registration to be declared effective as soon as
practicable after such filing and to keep such Registration Statement
continuously effective until the Shelf Termination Date. As used herein, the
term "Shelf Registration" means the Shelf Registrations and any Subsequent Shelf
Registrations.

            (c) Supplements and Amendments. The Issuers shall promptly
supplement and amend a Shelf Registration if required by the rules, regulations
or instructions applicable to the registration form used for such Shelf
Registration (including, without limitation, to add the names of Holders as
selling securityholders), if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.

Section 3. Underwritten Registrations

            If any of the Registrable Notes covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Administrative Agent and the Syndication Agent and reasonably acceptable
to the Borrower. In any underwritten offering, the Borrower and Parent agree to
make their respective senior officers and repre-

<PAGE>
                                      A-4


sentatives available for one or more road shows or investor meetings as may be
reasonably required to market the Registrable Notes is such underwritten
offering.

Section 4. Registration Procedures

            In connection with the filing of any Registration Statement, the
Issuers shall as expeditiously as possible:

            (a) Prepare and file with the SEC a Registration Statement as
prescribed by Section 2 hereof and use their best efforts to cause each such
Registration Statement or Registration Statements to become effective and remain
effective as provided herein; provided, however, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto (not including
documents that would be incorporated or deemed to be incorporated therein by
reference), the Issuers shall afford the Holders of the Registrable Notes
covered by such Registration Statement, their counsel and the managing
underwriters, if any, an opportunity to review, promptly, copies of all such
documents proposed to be filed; provided, however, that the Issuers shall not be
required to afford such Persons an opportunity to review a copy of any
amendments or supplements to a Registration Statement or Prospectus which are
made solely as a result of any filing by the Issuers of reports required to be
filed pursuant to the Exchange Act. The Issuers shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto in respect of
which the Holders must be afforded an opportunity to review prior to the filing
of such document, if the Holders of a majority in aggregate principal amount of
the Registrable Notes covered by such Registration Statement, their counsel, or
the managing underwriters, if any, shall reasonably object within five business
days after the receipt thereof.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the time periods prescribed
hereby; cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act; and comply
in all material respects with the provisions of the Securities Act, the Exchange
Act and the rules and regulations of the SEC promulgated thereunder applicable
to it with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented.

            (c) Notify the selling Holders of Registrable Notes, their counsel
and the managing underwriters, if any, promptly (but in any event within two
business days after becoming aware thereof), and confirm such notice in writing,
(i) when a Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective (including in such
notice a written statement that any Holder may, upon request, obtain,

<PAGE>
                                      A-5


without charge, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules but
excluding documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of such Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a prospectus is required
by the Securities Act to be delivered in connection with sales of the
Registrable Notes covered by such Registration Statement the representations and
warranties of the Issuers contained in any underwriting agreement contemplated
by Section 4(o) cease to be true and correct, (iv) of the receipt by the Issuers
of any notification with respect to the suspension of the qualification or
exemption from qualification of such Registration Statement or any of the
Registrable Notes for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in
such Registration Statement, Prospectus or documents so that, in the case of
such Registration Statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, not misleading, and that in the
case of the Prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and (vi) of any of the Issuers' reasonable
determination that a post-effective amendment to such Registration Statement
would be appropriate.

            (d) Use their best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Notes for sale in
any jurisdiction, and, if any such order is issued, to use their best efforts
obtain the withdrawal of any such order at the earliest possible moment.

            (e) If requested by the managing underwriters, if any, or the
Holders of a majority in aggregate principal amount of the Registrable Notes
being sold in connection with an underwritten offering, (i) promptly incorporate
in a prospectus supplement or post-effective amendment such information as the
managing underwriters, if any, or such Holders reasonably request consistent
with applicable law to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
practicable after the Issuers received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment, and
(iii) supplement or make amendments to such Registration Statement.

<PAGE>
                                      A-6


            (f) Furnish to each selling holder of Registrable Notes who so
requests and to counsel and each managing underwriter, if any, without charge,
one conformed copy of the Registration Statement and each post-effective
amendment thereto, including financial statements and schedules, and, only if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

            (g) Deliver to each selling holder of Registrable Notes, their
counsel and the underwriters, if any, without charge, as many copies of each
Prospectus (including each form of preliminary prospectus) and each amendment or
supplement thereto and, if so requested, one (1) copy of any documents
incorporated by reference therein as such Persons may reasonably request; and,
subject to the last paragraph of this Section 4, each Issuer hereby consents to
the use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders of Registrable Notes and the underwriters or agents, if any,
in connection with the offering and sale of the Registrable Notes covered by
such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Notes, to use their
best efforts to register or qualify, and to cooperate with the selling Holders
of Registrable Notes, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any selling holder, or the managing underwriters reasonably request in
writing; provided that where Registrable Notes are offered other than through an
underwritten offering, the Issuers agree to cause their counsel to perform Blue
Sky investigations and file registrations and qualifications required to be
filed pursuant to this Section 4(h); keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Notes covered by the applicable
Registration Statement; provided, however, that none of the Issuers shall be
required to (A) qualify generally to do business in any jurisdiction where it is
not then so qualified, (B) qualify as a dealer in securities in any jurisdiction
where it would not otherwise be required to qualify, (C) take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or (D) become subject to taxation in any such
jurisdiction where it is not then so subject.

            (i) Cooperate with the selling holders of Registrable Notes and the
managing underwriters, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Notes to be sold, which certificates
shall not bear any restrictive legends (assuming the effectiveness of the
Registration Statement) and shall be in a form eligible for deposit with The
Depository Trust Company ("DTC"); and enable such Regis-

<PAGE>
                                      A-7


trable Notes to be in such denominations and registered in such names as the
managing underwriters, if any, or selling holders of Registrable Notes may
reasonably request at least two business days prior to any sale of Registrable
Notes.

            (j) Use its best efforts to cause the Registrable Notes covered by
the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriters, if any, to consummate the disposition of
such Registrable Notes, except as may be required solely as a consequence of the
nature of such selling holder's business, in which case the Issuers will
cooperate in all reasonable respects with the filing of such registration and
the granting of such approvals.

            (k) Upon the occurrence of any event contemplated by Section
4(c)(ii), 4(c)(iv), 4(c)(v) or 4(c)(vi), as promptly as practicable prepare and
file with the SEC, at the joint and several expense of each of the Issuers, a
supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

            (l) Use its best efforts to cause the Registrable Notes covered by a
Registration Statement to be rated with Moody's and S&P.

            (m) Prior to the effective date of any Registration Statement
relating to the Registrable Notes, provide a CUSIP number for the Registrable
Notes.

            (n) Cooperate in all reasonable respects with each selling holder of
Registrable Notes covered by any Registration Statement and each underwriter, if
any, participating in the disposition of such Registrable Notes and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. (the "NASD").

            (o) If requested by Holders of a majority in aggregate principal
amount of Registrable Notes covered by the Registration Statement, enter into an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings and take all such other actions as are reasonably
requested by the managing underwriters in order to expedite or facilitate the
registration or the disposition of such Registrable Notes, and in such
connection, (i) make such representations and warranties to the underwriters,
with respect to the business of the Issuers and their respective subsidiaries,
and the Registration Statement, Prospectus and documents, if any, incorporated
or deemed to be incorporated by ref-

<PAGE>
                                      A-8


erence therein, in each case, in form, substance and scope as are customarily
made by Issuers to underwriters in underwritten offerings of debt securities
similar to the Registrable Notes, and confirm the same if and when requested;
(ii) obtain opinions of counsel to the Issuers and updates thereof in form,
scope and substance reasonably satisfactory to the managing underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by underwriters; (iii) obtain "comfort letters" and updates
thereof in form and substance reasonably satisfactory to the managing
underwriter or underwriters from the independent certified public accountants of
the Issuers (and, if necessary, any other independent certified public
accountants of any subsidiary of any of the Issuers or of any business acquired
by any of the Issuers for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to each
of the underwriters, such letters to be in customary form and covering matters
of the type customarily covered in "comfort letters" in connection with
underwritten offerings of debt securities similar to the Registrable Notes; and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the Holders and
the underwriters than those set forth in Section 6 (or such other less favorable
provisions and procedures acceptable to Holders of a majority in aggregate
principal amount of Registrable Notes covered by such Registration Statement and
the managing underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section. The above shall be done at each closing
under such underwriting agreement, or as and to the extent required thereunder.

            (p) Make available for inspection by a representative of the selling
holders of Registrable Notes, any underwriter participating in any such
disposition of Registrable Notes pursuant to a Registration Statement, if any,
and any attorney or accountant or other agent retained by any such
representative of such selling holders or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
properties of the Issuers and their respective subsidiaries, and cause the
officers, directors and employees of the Issuers and their respective
subsidiaries to supply all information, in each case reasonably requested by any
such Inspector in connection with such Registration Statement; provided,
however, that any information that is designated in writing by the Issuers, in
good faith, as confidential at the time of delivery of such information, shall
be kept confidential by such Inspector unless (i) disclosure of such information
is required by court or administrative order, (ii) disclosure of such
information is necessary to avoid or correct a misstatement or omission of a
material fact in the Registration Statement, Prospectus or any supplement or
post-effective amendment thereto or disclosure is otherwise required by law,
(iii) disclosure of such information is necessary in connection with any action,
claim, suit or proceeding, directly or indirectly, involving or potentially
involving such Inspector and arising out of, based upon, relating to, or
involving this Agreement, or any transactions

<PAGE>
                                      A-9


contemplated hereby or arising hereunder, or (iv) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard by such Inspector. Each selling holder of such Registrable
Notes will be required to agree that information obtained by it as a result of
such inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Issuers unless and
until such is made generally available to the public. Each selling holder of
such Registrable Notes will be required to further agree that it will, upon
learning that disclosure of any such information is sought in a court of
competent jurisdiction, give notice to the Issuers and allow the Issuers to
undertake appropriate action to prevent disclosure of the information deemed
confidential at their expense.

            (q) Provide an indenture trustee for the Registrable Notes, and
cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement relating to the Registrable Notes; and
in connection therewith, cooperate with the trustee under any such indenture and
the selling holders of the Registrable Notes, to effect such changes to such
indenture as may be required for such Indenture to be so qualified in accordance
with the terms of the TIA; and execute, and use its best efforts to cause such
trustee to execute, all documents as may be required to effect such changes, and
all other forms and documents required to be filed with the SEC to enable such
indenture to be so qualified in a timely manner.

            (r) Comply in all material respects with all applicable rules and
regulations of the SEC and make generally available to its securityholders
earnings statements satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 days after the end of any 12-month period (or
90 days after the end of any 12-month period if such period is a fiscal year)
(i) commencing at the end of any fiscal quarter in which Registrable Notes are
sold to underwriters in a firm commitment or best efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Issuers after the effective date of
a Registration Statement, which statements shall cover said 12-month periods.

            (s) Use its best efforts to take all other steps reasonably
necessary to effect the registration of the Registrable Notes covered by a
Registration Statement contemplated hereby.

            The Issuers may require each selling holder of Registrable Notes as
to which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request in writing. The
Issuers may exclude from such registration the Registrable Notes of any seller
who unreasonably fails to furnish such information within a reason-

<PAGE>
                                      A-10


able time after receiving such request. If the identity of a seller of
Registrable Notes is to be disclosed in a registration statement, such selling
holder shall be permitted to include all information regarding such seller as it
shall reasonably request.

            Each Holder, upon receipt of any notice from any of the Issuers of
the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iv),
4(c)(v) or 4(c)(vi), will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement or Prospectus, until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 4(c), or until it is advised in writing by the Issuers that the use of
the applicable Prospectus may be resumed (the "Advice"). In addition, if so
directed by the Borrower, such Holder will deliver to the Borrower all copies in
its possession, other than permanent file copies then is such Holder's
possession, of the Prospectus covering such Registrable Notes current at the
time of receipt of such notice. In the event the Issuers shall give any such
notice, the Shelf Termination Date shall be extended by the number of days
during such periods from and including the date of the giving of such notice to
and including the date when each seller of Registrable Notes covered by such
Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 4(c) or the Advice.

Section 5. Registration Expenses

            (a) All reasonable fees and expenses incident to the performance of
or compliance with this Agreement by the Issuers shall be borne by the Issuers,
jointly and severally, whether or not a Registration Statement is filed or
becomes effective, including, without limitation, (i) all registration and
filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering
and (B) fees and expenses of compliance with state securities or Blue Sky laws
(including, without limitation, reasonable fees and disbursements of counsel in
connection with Blue Sky qualifications of the Registrable Notes and
determination of the eligibility of the Registrable Notes for investment under
the laws of such jurisdictions as provided in Section 4(h))), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Notes in a form eligible for deposit with DTC and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriters, if any, or, in respect of Registrable Notes, by the Holders of a
majority in aggregate principal amount of the Registrable Notes included in the
Registration Statement), (iii) messenger, telephone, word processing, photocopy
and delivery expenses, (iv) fees and disbursements of counsel for the Issuers
and reasonable fees and disbursements of counsel for the sellers of Registrable
Notes (subject to the provisions of Section 5(b)), (v) fees and disbursements of
all independent certified public accountants referred to in Section 4(o)(iii)
(including, without limitation, the expenses of any special audit and "cold
comfort" letters required by or incident to such performance), (vi) the fees and
expenses of any "qualified

<PAGE>
                                      A-11


independent underwriter" or other independent appraiser participating in an
offering pursuant to Rule 2720 of the Conduct Rules of the NASD, (vii) rating
agency fees, and (viii) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange.

            (b) In connection with any Registration Statement hereunder or any
amendment thereto, the Issuers shall reimburse the Holders of the Registrable
Notes being registered in such registration for the reasonable fees and
disbursements of not more than one counsel (together with appropriate local
counsel) chosen by the Holders of a majority in aggregate principal amount of
the Registrable Notes to be included in such Registration Statement.

            (c) Notwithstanding anything herein to the contrary, in no event
shall the Issuers be responsible for underwriting discounts and commissions with
respect to any underwriting offering of Registrable Notes.

Section 6. Indemnification

            (a) The Issuers agree, jointly and severally, to indemnify and hold
harmless each Holder of the Notes and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Exchange Act (each Holder
and such controlling persons are referred to collectively as the "Indemnified
Parties") from and against any losses, claims, damages or liabilities, joint or
several, or any actions in respect thereof (including, but not limited to, any
losses, claims, damages, liabilities or actions relating to purchases and sales
of the Notes) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or Prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Issuers
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Issuers by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or al-

<PAGE>
                                      A-12


leged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder from whom the person
asserting any such losses, claims, damages or liabilities purchased the Notes
concerned, to the extent that a prospectus relating to such Notes was required
to be delivered by such Holder under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder results
from the fact that there was not sent or given to such person, at or prior to
the written confirmation of the sale of such Notes to such person, a copy of the
final prospectus if the Issuers had previously furnished copies thereof to such
Holder; provided, further, however, that this indemnity agreement will be in
addition to any liability which the Issuers may otherwise have to such
Indemnified Party. The Issuers shall also indemnify the underwriters, their
officers and directors and each person who controls such underwriters within the
meaning of the Securities Act or the Exchange Act to the same extent as provided
above with respect to the indemnification of the Holders of the Notes if
requested by such Holders.

            (b) Each Holder of the Notes, severally and not jointly, will
indemnify and hold harmless the Issuers and each person, if any, who controls
the Issuers within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Issuers or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or Prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Issuers by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Issuers for any legal or other expenses reasonably incurred by the
Issuers or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. The
liability of any Holder under this paragraph shall in no event exceed the net
proceeds received by such Holder from sales of Registrable Notes giving rise to
such obligations. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Issuers or any of their respective
controlling persons.

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the

<PAGE>
                                      A-13


indemnifying party under this Section 6, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above and only if the indemnifying party is materially
prejudiced. In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party if the named parties in any such
proceeding (including any impleaded parties) include both any Indemnifying
Person and the Indemnified Person or any affiliate thereof and such Indemnified
Person shall have been advised by counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the Indemnifying Person or that representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.

            (d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuers on the one hand or
such

<PAGE>
                                      A-14


Holder or such other indemnified party, as the case may be, on the other, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 6(d), the Holders shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from the
sale of the Exchange Notes pursuant to a Registration Statement exceeds the
amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Issuers within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Issuers.

            (e) The agreements contained in this Section 6 shall survive the
sale of the Exchange Notes pursuant to a Registration Statement and shall remain
in full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

Section 7. Rule 144 and 144A

            Each of the Issuers covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder in a timely manner and, if at any
time any of the Issuers is not required to file such reports, such Issuer will,
upon the request of any Holder of Registrable Notes, make publicly available
annual reports and such information, documents and other reports of the type
specified in Sections 13 and 15(d) of the Exchange Act. Each of the Issuers
further covenants that, for so long as any Registrable Notes remain outstanding,
to make available to any Holder or beneficial owner of Registrable Notes in
connection with any sale thereof and any prospective purchaser of such
Registrable Notes from such Holder or beneficial owner, the information required
by Rule 144A(d)(4) under the Act in order to permit resales of such Registrable
Notes pursuant to Rule 144A.

Section 8. Miscellaneous

            (a) No Inconsistent Agreements. None of the Issuers has entered, as
of the date hereof, and none of the Issuers shall enter, after the date of this
Agreement, into

<PAGE>
                                      A-15


any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. None of the Issuers has entered
and none of the Issuers will enter into any agreement with respect to any of its
securities which will grant to any Person piggy-back rights with respect to a
Registration Statement.

            (b) Adjustments Affecting Registrable Notes. Neither the Borrower
nor the Guarantors shall, directly or indirectly, take any action with respect
to the Registrable Notes as a class (i) that would adversely affect the ability
of the Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement or (ii) that would adversely
affect the marketability of such Registrable Notes in any such registration.