<PAGE>
                                                                    EXHIBIT 10.1


                                                                [EXECUTION COPY]




                                U.S.$165,000,000

                               CREDIT AGREEMENT,

                          dated as of April 19, 2002,

                                     among

                       ASSOCIATED MATERIALS INCORPORATED,
                                as the Borrower,

                      ASSOCIATED MATERIALS HOLDINGS INC.,
                                as a Guarantor,

                VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                       FROM TIME TO TIME PARTIES HERETO,
                                as the Lenders,

                            UBS AG, STAMFORD BRANCH,
                          as the Administrative Agent,

               CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
                           as the Syndication Agent,

                                      and

                           CIBC WORLD MARKETS CORP.,
                          as the Documentation Agent.

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

                                UBS WARBURG LLC
                                      and
                    CREDIT SUISSE FIRST BOSTON CORPORATION,
                          as the Joint Lead Arrangers
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                                Table of Contents

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                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.      Defined Terms...............................................    4

SECTION 1.2.      Use of Defined Terms........................................   39

SECTION 1.3.      Cross-References............................................   39

SECTION 1.4.      Accounting and Financial Determinations.....................   39

                                   ARTICLE II
   COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, Notes AND LETTERS OF CREDIT

SECTION 2.1.      Commitments.................................................   39

      SECTION 2.1.1.    Revolving Loan Commitment and Swing Line
                        Loan Commitment.......................................   39

      SECTION 2.1.2.    Letter of Credit Commitment...........................   40

      SECTION 2.1.3.    Term Loan Commitment..................................   40

SECTION 2.2.      Reduction of the Commitment Amounts.........................   40

SECTION 2.3.      Borrowing Procedures........................................   41

      SECTION 2.3.1.    Borrowing Procedures..................................   41

      SECTION 2.3.2.    Swing Line Loan Borrowing Procedures..................   41

SECTION 2.4.      Continuation and Conversion Elections.......................   42

SECTION 2.5.      Funding.....................................................   43

SECTION 2.6.      Letter of Credit Issuance Procedures........................   43

      SECTION 2.6.1.    Other Lenders' Participation..........................   44

      SECTION 2.6.2.    Disbursements.........................................   44

      SECTION 2.6.3.    Reimbursement.........................................   44

      SECTION 2.6.4.    Deemed Disbursements..................................   45

      SECTION 2.6.5.    Nature of Reimbursement Obligations...................   45

SECTION 2.7.      Register; Notes.............................................   46

                                ARTICLE III
                REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.      Repayments and Prepayments; Application.....................   47

      SECTION 3.1.1.    Repayments and Prepayments............................   47

      SECTION 3.1.2.    Application...........................................   50
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                                Table of Contents
                                   (continued)

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SECTION 3.2.      Interest Provisions.........................................   50

      SECTION 3.2.1.    Rates.................................................   50

      SECTION 3.2.2.    Post-Maturity Rates...................................   51

      SECTION 3.2.3.    Payment Dates.........................................   51

SECTION 3.3.      Fees........................................................   51

      SECTION 3.3.1.    Commitment Fee........................................   51

      SECTION 3.3.2.    Agents' Fee...........................................   52

      SECTION 3.3.3.    Letter of Credit Fees.................................   52

                                   ARTICLE IV
                  CERTAIN EURODOLLAR AND OTHER PROVISIONS

SECTION 4.1.      Eurodollar Lending Unlawful.................................   52

SECTION 4.2.      Deposits Unavailable........................................   53

SECTION 4.3.      Increased Eurodollar Loan Costs, etc........................   53

SECTION 4.4.      Funding Losses..............................................   53

SECTION 4.5.      Increased Capital Costs.....................................   54

SECTION 4.6.      Taxes.......................................................   54

SECTION 4.7.      Payments, Computations, etc.................................   57

SECTION 4.8.      Sharing of Payments.........................................   57

SECTION 4.9.      Setoff......................................................   58

SECTION 4.10.     Replacement of Lenders......................................   58

SECTION 4.11.     Change of Lending Office....................................   59

                                    ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1.      Initial Credit Extension....................................   59

      SECTION 5.1.1.    Resolutions, etc......................................   60

      SECTION 5.1.2.    Material Transaction Documents........................   60

      SECTION 5.1.3.    Tender Offer Completed................................   60

      SECTION 5.1.4.    Debt Tender Offer.....................................   60

      SECTION 5.1.5.    Supplemental Indenture................................   61

      SECTION 5.1.6.    Antitakeover Statutes.................................   61

      SECTION 5.1.7.    No Impediments to the Merger..........................   61
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                                   (continued)

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      SECTION 5.1.8.    Mergerco Debt Financing...............................   61

      SECTION 5.1.9.    Equity Investment.....................................   61

      SECTION 5.1.10.   Payment of Outstanding Indebtedness, etc..............   61

      SECTION 5.1.11.   Closing Date Certificate..............................   62

      SECTION 5.1.12.   Delivery of Notes.....................................   62

      SECTION 5.1.13.   Closing Fees, Expenses, etc...........................   62

      SECTION 5.1.14.   No Material Adverse Effect............................   62

      SECTION 5.1.15.   Term Loan Escrow Account..............................   62

      SECTION 5.1.16.   Mergerco Guaranty.....................................   62

      SECTION 5.1.17.   Subsidiary Guaranty...................................   62

      SECTION 5.1.18.   Solvency Certificate..................................   63

      SECTION 5.1.19.   Security and Pledge Agreements........................   63

      SECTION 5.1.20.   Patent Security Agreement, Copyright Security
                        Agreement and Trademark Security Agreement............   64

      SECTION 5.1.21.   Mortgages.............................................   64

      SECTION 5.1.22.   Perfection Certificate, Filing Agent, etc.............   64

      SECTION 5.1.23.   Insurance.............................................   65

      SECTION 5.1.24.   Approvals.............................................   65

      SECTION 5.1.25.   Opinions of Counsel...................................   65

SECTION 5.2.      All Credit Extensions.......................................   65

      SECTION 5.2.1.    Compliance with Warranties, No Default, etc...........   65

      SECTION 5.2.2.    Credit Extension Request, etc.........................   65

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

SECTION 6.1.      Organization, etc...........................................   66

SECTION 6.2.      Due Authorization, Non-Contravention, etc...................   66

SECTION 6.3.      Government Approval, Regulation, etc........................   67

SECTION 6.4.      Validity, etc...............................................   67

SECTION 6.5.      Financial Information.......................................   67

SECTION 6.6.      No Material Adverse Effect..................................   67

SECTION 6.7.      Litigation..................................................   67
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                                   (continued)

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SECTION 6.8.      Labor Matters...............................................   67

SECTION 6.9.      Subsidiaries................................................   68

SECTION 6.10.     Ownership of Properties.....................................   68

SECTION 6.11.     Taxes.......................................................   68

SECTION 6.13.     Environmental Warranties....................................   69

SECTION 6.14.     Accuracy of Information.....................................   70

SECTION 6.15.     Regulations U and X.........................................   71

SECTION 6.16.     Issuance of Subordinated Debt, Status of
                  Obligations as Senior Indebtedness, etc.....................   71

SECTION 6.17.     Solvency....................................................   71

                                   ARTICLE VII
                                    COVENANTS

SECTION 7.1.      Affirmative Covenants.......................................   71

      SECTION 7.1.1.    Financial Information, Reports, Notices, etc..........   71

      SECTION 7.1.2.    Maintenance of Existence; Compliance with
                        Laws, etc.............................................   74

      SECTION 7.1.3.    Maintenance of Properties.............................   74

      SECTION 7.1.4.    Insurance.............................................   74

      SECTION 7.1.5.    Bank Meeting; Books and Records.......................   76

      SECTION 7.1.6.    Environmental Law Covenant............................   76

      SECTION 7.1.7.    Use of Proceeds.......................................   77

      SECTION 7.1.8.    Mortgages.............................................   77

      SECTION 7.1.9.    Future Subsidiaries...................................   78

      SECTION 7.1.10.   Additional Collateral.................................   80

      SECTION 7.1.11.   Consummation of Merger................................   80

      SECTION 7.1.12.   Maintenance of Corporate Separateness.................   80

      SECTION 7.1.13.   Holdings Stockholders Agreement.......................   80

SECTION 7.2.      Negative Covenants..........................................   81

      SECTION 7.2.1.    Business Activities...................................   81

      SECTION 7.2.2.    Indebtedness..........................................   81

      SECTION 7.2.3.    Liens.................................................   84

      SECTION 7.2.4.    Financial Condition and Operations....................   86
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                                      -iv-
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                                   (continued)

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      SECTION 7.2.5.    Investments...........................................   87

      SECTION 7.2.6.    Restricted Payments, etc..............................   89

      SECTION 7.2.7.    Capital Expenditures, etc.............................   90

      SECTION 7.2.8.    No Prepayment of Subordinated Debt....................   91

      SECTION 7.2.9.    Capital Stock of Subsidiaries.........................   91

      SECTION 7.2.10.   Consolidation, Merger, Acquisitions, etc..............   92

      SECTION 7.2.11.   Permitted Dispositions................................   92

      SECTION 7.2.12.   Modification of Certain Agreements....................   93

      SECTION 7.2.13.   Transactions with Affiliates..........................   94

      SECTION 7.2.14.   Restrictive Agreements, etc...........................   95

      SECTION 7.2.15.   Sale and Leaseback....................................   95

      SECTION 7.2.16.   Take or Pay Contracts.................................   96

      SECTION 7.2.17.   Fiscal Year...........................................   96

      SECTION 7.2.18.   Activities of Holdings................................   96

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

SECTION 8.1.      Listing of Events of Default................................   96

      SECTION 8.1.1.    Non-Payment of Obligations............................   96

      SECTION 8.1.2.    Breach of Warranty....................................   97

      SECTION 8.1.3.    Non-Performance of Certain Covenants and
                        Obligations...........................................   97

      SECTION 8.1.4.    Non-Performance of Other Covenants and
                        Obligations...........................................   97

      SECTION 8.1.5.    Default on Other Indebtedness.........................   97

      SECTION 8.1.6.    Judgments.............................................   97

      SECTION 8.1.7.    Pension Plans.........................................   98

      SECTION 8.1.8.    Change in Control.....................................   98

      SECTION 8.1.9.    Bankruptcy, Insolvency, etc...........................   98

      SECTION 8.1.10.   Impairment of Security, etc...........................   99

      SECTION 8.1.11.   Failure of Subordination..............................   99

      SECTION 8.1.12.   Additional Equity Investment..........................   99

SECTION 8.2.      Action if Bankruptcy........................................   99

SECTION 8.3.      Action if Other Event of Default............................   99
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                                      -v-
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                                   (continued)

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                                   ARTICLE IX
                                HOLDINGS GUARANTY

SECTION 9.1.      Guaranty...................................................  100

SECTION 9.2.      Acceleration of Holdings Guaranty..........................  100

SECTION 9.3.      Guaranty Absolute, etc.....................................  100

SECTION 9.4.      Reinstatement, etc.........................................  101

SECTION 9.5.      Waiver, etc................................................  102

SECTION 9.6.      Postponement of Subrogation, etc...........................  102

SECTION 9.7.      Successors, Transferees and Assigns; Transfers of
                  Notes, etc.................................................  102

                                    ARTICLE X
                                   THE AGENTS

SECTION 10.1.     Appointments and Authorizations; Actions...................  102

SECTION 10.2.     Funding, Reliance, etc.....................................  104

SECTION 10.3.     Exculpation................................................  104

SECTION 10.4.     Successor..................................................  104

SECTION 10.5.     Credit Extensions by each Agent............................  105

SECTION 10.6.     Credit Decisions...........................................  105

SECTION 10.7.     Copies, etc................................................  106

SECTION 10.8.     Reliance by Agents.........................................  106

SECTION 10.9.     Notice of Defaults.........................................  106

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

SECTION 11.1.     Waivers, Amendments, etc...................................  107

SECTION 11.2.     Notices; Time..............................................  109

SECTION 11.3.     Payment of Costs and Expenses..............................  109

SECTION 11.4.     Indemnification............................................  110

SECTION 11.5.     Survival...................................................  111

SECTION 11.6.     Severability...............................................  111

SECTION 11.7.     Headings...................................................  111

SECTION 11.8.     Execution in Counterparts, Effectiveness, etc..............  111

SECTION 11.9.     Governing Law; Entire Agreement............................  112
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                                   (continued)

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SECTION 11.10.    Successors and Assigns.....................................  112

SECTION 11.11.    Sale and Transfer of Credit Extensions;
                  Participations in Credit Extensions Notes..................  112

SECTION 11.12.    Other Transactions.........................................  115

SECTION 11.13.    Independence of Covenants..................................  115

SECTION 11.14.    Forum Selection and Consent to Jurisdiction................  115

SECTION 11.15.    Waiver of Jury Trial.......................................  116
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                                     -vii-
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                                Table of Contents
                                   (continued)

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                                    EXHIBITS

EXHIBIT A-1   -  Form of Revolving Note
EXHIBIT A-2   -  Form of Swing Line Note
EXHIBIT A-3   -  Form of Term Loan Note
EXHIBIT B-1   -  Form of Borrowing Request
EXHIBIT B-2   -  Form of Issuance Request
EXHIBIT C     -  Form of Continuation/Conversion Notice
EXHIBIT D     -  Form of Closing Date Certificate
EXHIBIT E     -  Form of Compliance Certificate
EXHIBIT F-1   -  Form of Mergerco Guaranty
EXHIBIT F-2   -  Form of Subsidiary Guaranty
EXHIBIT G-1   -  Form of Holdings Pledge Agreement
EXHIBIT G-2   -  Form of Borrower Security and Pledge Agreement
EXHIBIT G-3   -  Form of Subsidiary Security and Pledge Agreement
EXHIBIT H     -  Form of Perfection Certificate
EXHIBIT I     -  Form of Solvency Certificate
EXHIBIT J     -  Form of Interco Subordination Agreement
EXHIBIT K     -  Form of Lender Assignment Agreement
EXHIBIT L     -  Form of Term Loan Escrow Agreement

                                    SCHEDULES

SCHEDULE I    -  Disclosure Schedule
</TABLE>


                                     -viii-
<PAGE>
                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT, dated as of April 19, 2002, is made by and among,
ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation ("AMI"), ASSOCIATED
MATERIALS HOLDINGS INC., a Delaware corporation ("Holdings"), the various
financial institutions and other Persons from time to time parties hereto (the
"Lenders"), UBS AG, Stamford Branch, as administrative agent (in such capacity,
the "Administrative Agent"), CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
as syndication agent (in such capacity, the "Syndication Agent"), CIBC WORLD
MARKETS CORP., as documentation agent (in such capacity, the "Documentation
Agent"), and UBS WARBURG LLC and CREDIT SUISSE FIRST BOSTON CORPORATION, as
joint lead arrangers (in such capacity, the "Joint Lead Arrangers").


                              W I T N E S S E T H :
                              - - - - - - - - - -


      WHEREAS, Holdings, its wholly-owned Subsidiary, Simon Acquisition Corp., a
Delaware corporation ("Mergerco"), and AMI have entered into an Agreement and
Plan of Merger, dated as of March 16, 2002 (as amended in accordance herewith,
the "Acquisition Agreement"), pursuant to which Mergerco will acquire AMI (the
"Acquisition") as follows:

            (i)   Mergerco has made a cash tender offer (the "Tender Offer") for
      100% of all outstanding shares of Capital Stock of AMI (the "Shares") at a
      price of $50.00 per Share (the "Tender Offer Consideration"); provided
      that the Tender Offer is subject to the condition (among others) that a
      sufficient number of Shares be tendered (and not withdrawn) so as to
      permit the merger of Mergerco with and into AMI (the "Merger", with the
      corporation surviving such Merger being the "Surviving Corporation")
      without need of the affirmative vote or other consent of any other
      shareholder of AMI (such condition being the "Minimum Condition", and such
      sufficient number of Shares being the "Minimum Shares"); and

            (ii)  upon the effectiveness of the Merger, all Shares not tendered
      pursuant to the Tender Offer will be cancelled for per Share cash
      consideration (the "Merger Consideration") equal to the price per Share
      paid in the Tender Offer (subject to the right of each holder of any such
      Shares to pursue appraisal rights under the DGCL) and, as a result
      thereof, the Surviving Corporation shall become the wholly-owned
      Subsidiary of Holdings, which in turn, will be owned and controlled by the
      Investors (defined below);

      WHEREAS, in connection with the Acquisition, AMI will be required, among
other things, to refinance or defease (collectively, the "Refinancing") not less
than $70,000,000 in the aggregate of its outstanding 9-1/4% senior subordinated
notes due 2008 (the "Existing Notes"), which Refinancing shall be accomplished
pursuant to and in accordance with the terms of the Debt Tender;

      WHEREAS, approximately $471,200,000 will be required in order to
consummate the Acquisition and the Refinancing and to pay related fees, costs
and expenses, including prepayment premiums resulting from the Refinancing (the
foregoing, including the Tender Offer and the Merger, and all transactions
related thereto (including the capital raising transactions
<PAGE>
described below in this recital), being herein referred to as the
"Transaction"), which amount (the "Total Uses") will be raised from the
following sources:

            (i)   except to the extent provided below, at least $7,200,000 from
      cash on hand of AMI (the "Cash on Hand");

            (ii)  at least $171,960,000 from equity investments in Holdings
      (collectively, the "Equity Investment"), which shall be comprised of the
      following:

                  (x) at least $159,500,000 of cash equity contributions (the
            "Cash Equity Contribution") made by certain funds managed by Harvest
            Partners, Inc. ("Harvest Partners") and certain other investors
            (together with Harvest Partners and such funds, the "Investors"),
            which contributions shall, in turn, be contributed by Holdings as
            cash common equity to Mergerco; and

                  (y) on or before the Merger Closing Date, certain existing
            management shareholders of AMI may, in lieu of accepting the Tender
            Offer Consideration or Merger Consideration, exchange all or a
            portion of their Shares (or options to purchase Shares) for Capital
            Stock of Holdings (the "Rollover Equity");

      provided that (A) the entire Cash Equity Contribution shall be made as of
      the Closing Date, and (B) to the extent the aggregate amount provided
      pursuant to clauses (i) and (ii) of this recital is, as of the earlier of
      (x) the date on which all fees, costs and expenses of Harvest Partners and
      Holdings related to the Transaction have been paid in full and (y) the
      30th Business Day following the Closing Date, less than the Minimum
      Non-Debt Investment Amount, an additional Cash Equity Contribution shall
      be made by the Investors to Holdings in an amount at least equal to such
      deficiency (the "Additional Equity Investment") on or before such 30th
      Business Day following the Closing Date;

            (iii) the issuance or incurrence by Mergerco of at least
      $165,000,000 in aggregate gross proceeds of unsecured senior or unsecured
      senior subordinated indebtedness pursuant to the following (collectively,
      the "Mergerco Debt Financing"):

                  (x) a public offering or Rule 144A or other private placement
            of senior subordinated notes (the "New Notes", with such offering or
            placement being, collectively, the "New Notes Offering"); or

                  (y) in the event the New Notes are not issued or the proceeds
            therefrom are not otherwise available to Mergerco on the date of
            consummation of the Tender Offer (the "Tender Offer Closing Date"),
            the borrowing of senior unsecured bridge loans (such bridge loans,
            together with (A) any senior unsecured term loans into which any
            such bridge loans may be converted pursuant to the terms of the
            Bridge Loan Agreement and (B) any senior unsecured exchange notes
            for which such bridge loans or term loans, as the case may be, may
            be exchanged pursuant to the terms of the Bridge Loan Agreement,
            being, collectively, the "Bridge Loans") made pursuant to the Bridge
            Loan Agreement;


                                      -2-
<PAGE>
            (iv)  the borrowing by AMI of $125,000,000 in aggregate principal
      amount of Term Loans and up to $2,000,000 in aggregate principal amount of
      Swingline Loans under this Agreement.

      WHEREAS, in connection with the foregoing and to finance the ongoing
working capital needs and general corporate purposes of the Borrower and its
Subsidiaries, the Borrower desires to obtain the following financing facilities
from the Lenders:

            (i)   a Term Loan Commitment pursuant to which Term Loans, in a
      maximum aggregate principal amount not to exceed $125,000,000, may be made
      to the Borrower in a single drawing on the Tender Offer Closing Date;
      provided that (x) the proceeds of such Term Loans shall be used solely for
      the purpose of (1) consummating the Refinancing, (2) refinancing a portion
      of any outstanding Bridge Loans on the Merger Closing Date or, to the
      extent not used for such purpose, financing the Merger Consideration, and
      (3) paying fees, costs and expenses related to the Refinancing and this
      Agreement and the other Loan Documents (including prepayment premiums
      related to the Refinancing), and (y) as more fully described herein, to
      the extent that proceeds of the Term Loans exceed the amount required, as
      of the Tender Offer Closing Date, for the purposes set forth in clause (x)
      above, such excess shall be placed in escrow (the "Term Loan Escrow") with
      the Administrative Agent pursuant to, and for use and release as more
      fully described in, this Agreement and the Term Loan Escrow Agreement;

            (ii)  a Revolving Loan Commitment (to include availability for
      Revolving Loans, Swing Line Loans and Letters of Credit) pursuant to which
      Borrowings of Revolving Loans, in a maximum aggregate principal amount
      (together with all Swing Line Loans and Letter of Credit Outstandings) not
      to exceed $40,000,000 will be made to the Borrower from time to time on
      and subsequent to the Tender Offer Closing Date but prior to the Revolving
      Loan Commitment Termination Date;

            (iii) a Letter of Credit Commitment pursuant to which one or more
      Issuers will issue Letters of Credit for the account of the Borrower and
      its Subsidiaries from time to time on and subsequent to the Tender Offer
      Closing Date but prior to the Revolving Loan Commitment Termination Date
      in a maximum aggregate Stated Amount at any one time outstanding not to
      exceed $10,000,000; and

            (iv)  a Swing Line Loan Commitment pursuant to which Borrowings of
      Swing Line Loans in an aggregate outstanding principal amount not to
      exceed $10,000,000 will be made on and subsequent to the Closing Date but
      prior to the Revolving Loan Commitment Termination Date;

      WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to extend the Commitments and make Loans to
the Borrower and issue (or participate in) Letters of Credit.

      NOW, THEREFORE, the parties hereto agree as follows:


                                      -3-
<PAGE>
                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

      "Acquired Person" is defined in clause (m) of Section 7.2.2.

      "Acquisition" is defined in the first recital.

      "Acquisition Agreement" is defined in the first recital.

      "Additional Equity Investment" is defined in the third recital.

      "Administrative Agent" is defined in the preamble and includes each other
Person appointed as the successor Administrative Agent pursuant to Section 10.4.

      "Affected Lender" is defined in Section 4.10.

      "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. "Control" of a Person means the power, directly or indirectly, (i) to
vote 10% or more of the Capital Stock (on a fully diluted basis) of such Person
having ordinary voting power for the election of directors, managing members or
general partners (as applicable), or (ii) to direct or cause the direction of
the management and policies of such Person (whether by contract or otherwise).

      "Agents" means, unless the context requires otherwise, the Syndication
Agent and the Administrative Agent.

      "Agents' Fee Letter" means the confidential letter captioned "Fee Letter",
dated March 16, 2002 (as amended), among the Agents and Holdings.

      "Agreement" means, on any date, this Credit Agreement as originally in
effect on the Closing Date and as thereafter amended, supplemented, amended and
restated or otherwise modified from time to time and in effect on such date.

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Administrative Agent's Base Rate in effect on such day and
(ii) the Federal Funds Rate in effect on such day plus 1/2 of 1%. For purposes
hereof: "Base Rate" shall mean the rate of interest per annum publicly announced
or established from time to time by the Administrative Agent as its base rate in
effect at its principal office in Stamford, Connecticut (the Base Rate not being
intended to be the lowest rate of interest charged by the Administrative Agent
in connection with extensions of credit to debtors) (any change in such rate
announced or established by the Administrative Agent shall take effect at the
opening of business on the day specified in the public announcement of such
change); and "Federal Funds Rate" shall mean, for any day, the weighted average
of the rates (rounded upwards, if necessary, to the nearest 1/100th of 1%) on


                                      -4-
<PAGE>
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York; provided that (x) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate for such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (y) if
such rate is not so published for any day which is a Business Day, the Federal
Funds Rate for such day shall be the average of the quotations for the day of
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. Any change in the Alternate Base
Rate due to a change in the Base Rate or the Federal Funds Rate shall be
effective as of the opening of business on the effective day of such change in
the Base Rate or the Federal Funds Rate, respectively.

      "Alternate Base Rate Loan" means a Loan bearing interest at a fluctuating
rate determined by reference to the Alternate Base Rate.

      "AmerCable Disposition" means the disposition, in accordance with Section
7.2.11, of the assets primarily utilized by the Borrower and its Subsidiaries in
connection with the Borrower's "AmerCable" line of business for an amount no
less than fair market value, as determined in good faith by management of the
Borrower.

      "AMI" is defined in the preamble.

      "Annualized Basis" means, with respect to the determination of any amount
for any period (for purposes of this definition, the "Subject Period"), the
product obtained by multiplying (i) the amount accrued during the period
commencing with (and including) the Closing Date and ending on the last day of
the Subject Period and (ii) the quotient obtained by dividing (x) 365 by (y) the
number of days from (and including) the Closing Date to (and including) the last
day of the Subject Period.

      "Applicable Commitment Fee" means, (i) for each day from the Closing Date
to (but excluding) the later of (x) if applicable, the earlier of (A) the date
the Bridge Loans are repaid in full and (B) the one year anniversary of the
Closing Date, and (y) the date upon which the Compliance Certificate for the
second full Fiscal Quarter ended after the Closing Date is delivered pursuant to
clause (c) of Section 7.1.1, a fee which shall accrue at a rate of 1/2 of 1% per
annum, and (ii) at all times thereafter, a fee which shall accrue at the
applicable rate per annum set forth below under the column entitled "Applicable
Commitment Fee", determined by reference to the applicable Leverage Ratio
referred to below:

<TABLE>
<CAPTION>
                      Leverage                   Applicable
                       Ratio                   Commitment Fee
                       -----                   --------------
<S>                                            <C>
                      > 3.75:1                      0.50%
                      < 3.75:1                      0.375%
                      -
</TABLE>

The Leverage Ratio used to compute the Applicable Commitment Fee shall be that
set forth in the Compliance Certificate most recently delivered by the Borrower
to the Agents. Changes in the Applicable Commitment Fee resulting from a change
in the Leverage Ratio shall become effective upon delivery by the Borrower to
the Agents of a new Compliance Certificate pursuant


                                      -5-
<PAGE>
to clause (c) of Section 7.1.1. If the Borrower shall fail to deliver a
Compliance Certificate by the delivery due date specified in such clause, the
Applicable Commitment Fee from and including the day immediately following such
delivery due date to (but excluding) the date the Borrower delivers to the
Agents a Compliance Certificate shall conclusively be equal to the highest
Applicable Commitment Fee set forth above.

      "Applicable Margin" means, at any time of determination:

            (a)   with respect to the unpaid principal amount of each Term Loan
      maintained as (i) an Alternate Base Rate Loan, 2.50% per annum and (ii) a
      Eurodollar Loan, 3.50% per annum;

            (b)   for each day from the Closing Date to (but excluding) the
      later of (x) if applicable, the earlier of (A) the date the Bridge Loans
      are repaid in full and (B) the one year anniversary of the Closing Date,
      and (y) the date upon which the Compliance Certificate for the second full
      Fiscal Quarter ended after the Closing Date is delivered pursuant to
      clause (c) of Section 7.1.1, with respect to the unpaid principal amount
      of (i) each Swing Line Loan (which shall be borrowed and maintained only
      as an Alternate Base Rate Loan) and each Revolving Loan maintained as an
      Alternate Base Rate Loan, 2.00% per annum, and (ii) each Revolving Loan
      maintained as a Eurodollar Loan, 3.00% per annum; and

            (c)   at all times after the date referred to in clause (b) above,
      with respect to the unpaid principal amount of (i) each Swing Line Loan
      (which shall be borrowed and maintained only as an Alternate Base Rate
      Loan) and each Revolving Loan maintained as an Alternate Base Rate Loan,
      the rate determined by reference to the applicable Leverage Ratio and at
      the applicable percentage per annum set forth below under the column
      entitled "Applicable Margin for Alternate Base Rate Loans", and (ii) each
      Revolving Loan maintained as a Eurodollar Loan, the rate determined by
      reference to the applicable Leverage Ratio and at the applicable
      percentage per annum set forth below under the column entitled "Applicable
      Margin for Eurodollar Loans":

<TABLE>
<CAPTION>
                                              Applicable Margin    Applicable Margin
                  Leverage                    For Alternate Base     For Eurodollar
                    Ratio                         Rate Loans             Loans
                    -----                         ----------             -----
<S>                                           <C>                  <C>
                  > 3.75:1                           2.00%               3.00%
            > 3.25:1 and < 3.75:1                    1.75%               2.75%
                         -
            > 2.50:1 and < 3.25:1                    1.50%               2.50%
                         -
                  <  2.50:1                          1.25%               2.25%
                  -
</TABLE>

The Leverage Ratio used to compute any Applicable Margin shall, at any time of
determination, be the Leverage Ratio set forth in the Compliance Certificate
most recently delivered by the Borrower to the Agents. Changes in the Applicable
Margin resulting from a change in the Leverage Ratio shall become effective upon
delivery by the Borrower to the Agents of a new Compliance Certificate pursuant
to clause (c) of Section 7.1.1. If the Borrower shall fail to deliver a
Compliance Certificate by the delivery due date specified in such clause, the
Applicable Margin from and including the day immediately following such delivery
due date to (but


                                      -6-
<PAGE>
excluding) the date the Borrower delivers to the Agents a Compliance Certificate
shall conclusively be equal to the highest Applicable Margin set forth above.

      "Approved Fund" means any Person (other than a natural Person) that (i) is
or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business, and (ii) is administered or managed by a Lender, an Affiliate of a
Lender which is controlled by such Lender or its parent company or an entity or
an Affiliate of an entity that administers or manages a Lender.

      "Assignee Lender" is defined in clause (a) of Section 11.11.

      "Assignor Lender" is defined in clause (a) Section 11.11.

      "Assumed Indebtedness" is defined in clause (m) of Section 7.2.2.

      "Authorized Officer" is defined in clause (b) of Section 5.1.1.

      "Borrower" means, at all times prior to the effectiveness of the Merger,
AMI, and at all times thereafter, the Surviving Corporation.

      "Borrower Security and Pledge Agreement" means the Security and Pledge
Agreement executed and delivered by an Authorized Officer of the Borrower
pursuant to this Agreement, substantially in the form of Exhibit G-2 hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

      "Borrowing" means the Loans of the same type and, in the case of
Eurodollar Loans, having the same Interest Period made by all Lenders required
to make such Loans on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.1.

      "Borrowing Request" means a Loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit B-1
hereto.

      "Bridge Loan Agreement" means the bridge loan agreement, dated as of April
19, 2002, among Mergerco, as borrower thereunder, the lenders party thereto and
UBS AG, Stamford Branch, as administrative agent thereunder, Credit Suisse First
Boston, Cayman Islands Branch, as syndication agent thereunder, CIBC World
Markets, as documentation agent thereunder, and Credit Suisse First Boston
Corporation and UBS Warburg LLC, as joint lead arrangers and joint book-runners
thereunder.

      "Bridge Loans" is defined in the third recital.

      "Business Day" means (i) any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in New
York, New York or Dallas, Texas, and (ii) relative to the making, continuing,
prepaying or repaying of any Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day on which dealings in
Dollars are carried on in the London interbank eurodollar market.


                                      -7-
<PAGE>
      "Capital Expenditures" means, for any period, the aggregate amount of all
expenditures of the Borrower and its Subsidiaries for fixed or capital assets
made during such period which, in accordance with GAAP, should be classified as
capital expenditures.

      "Capital Stock" means, with respect to any Person, any and all shares,
interests (including membership interests in limited liability companies),
participations, rights (including options, warrants and the like convertible or
exercisable into shares of Capital Stock) or other equivalents (however
designated, whether voting or non-voting) of such Person's capital, whether now
outstanding or issued after the Closing Date.

      "Capitalized Lease Liabilities" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which have been (or, in accordance with GAAP, should be) classified as
capitalized leases. The amount of such monetary obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a premium or a penalty.

      "Cash Collateralize" means, with respect to a Letter of Credit, the
deposit of immediately available funds into a cash collateral account maintained
with (or on behalf of) the Administrative Agent on terms reasonably satisfactory
to the Administrative Agent in an amount equal to the Stated Amount of such
Letter of Credit.

      "Cash Equity Contribution" is defined in the third recital.

      "Cash Equivalent Investment" means, at any time:

            (a)   any direct obligation of (or obligation unconditionally
      guaranteed by) the United States of America or a State thereof (or any
      agency or political subdivision thereof, to the extent such obligations
      are supported by the full faith and credit of the United States of America
      or a State thereof) maturing not more than six months after such time;

            (b)   commercial paper maturing not more than 180 days from the date
      of issue, which is issued by (i) a corporation (other than an Affiliate of
      any Obligor) organized under the laws of any State of the United States or
      of the District of Columbia and rated A-1 or higher by S&P or P-1 or
      higher by Moody's, or (ii) any Lender (or its holding company);

            (c)   any certificate of deposit, time deposit, money market deposit
      or bankers acceptance, maturing not more than six months after its date of
      issuance, which is issued by either (i) any bank organized under the laws
      of the United States (or any State thereof or the District of Columbia) or
      Canada and (in either case) which has (x) a credit rating of A or higher
      from S&P or A2 or higher from Moody's and (y) a combined capital and
      surplus greater than $500,000,000, or (ii) any Lender;

            (d)   any repurchase agreement having a term of 7 days or less
      entered into with any Lender or any commercial banking institution
      satisfying the criteria set forth in


                                      -8-
<PAGE>
      clause (c)(i) above which (i) is secured by a fully perfected security
      interest in any obligation of the type described in clause (a), and (ii)
      has a market value at the time such repurchase agreement is entered into
      of not less than 100% of the repurchase obligation of such commercial
      banking institution thereunder; or

            (e)   investments in money market funds substantially all of whose
      assets are comprised of the securities of the types described in clauses
      (a) through (d) above.

      "Cash on Hand" is defined in the third recital.

      "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower, Holdings or any of their
respective Subsidiaries.

      "Casualty Proceeds" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received after the Closing Date
by the Borrower, Holdings or any of their respective Subsidiaries in connection
therewith, but excluding (i) any proceeds from business interruption insurance,
(ii) any proceeds or awards required to be paid to a creditor (other than any
Secured Party) which holds a first-priority Lien permitted by Section 7.2.3 on
the property which is the subject of such Casualty Event and (iii) any such
proceeds received in respect of any Casualty Event (or any series of related
Casualty Events) not exceeding $100,000 in respect of any such event (or series
of related events) or $500,000 in the aggregate for all Casualty Events since
the Closing Date.

      "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

      "Change in Control" means

            (a)   (i) until the Merger Closing Date, any Person other than
      Holdings shall own any Capital Stock of Mergerco or otherwise have the
      ability to elect any members of the Board of Directors of Mergerco, and
      (ii) at all times from and after the Merger Closing Date, any Person other
      than Holdings shall own any Capital Stock of the Borrower or otherwise
      have the ability to elect any members of the Board of Directors of the
      Borrower; or

            (b)   at all times from the Closing Date until the Merger Closing
      Date, Mergerco shall own less than the greater of (x) a majority of the
      Capital Stock of the Borrower and (y) that percentage of the Capital Stock
      of the Borrower tendered to (and purchased by) Mergerco on the Tender
      Offer Closing Date pursuant to the Tender Offer, in each case on a fully
      diluted basis, or shall fail to have the right to elect or designate for
      election the number of members of the Board of Directors of the Borrower
      which would hold a majority of the votes of such Board of Directors; or

            (c)   at all times prior to a Qualified IPO, the Permitted Holders
      shall fail to have the right to elect or designate for election the number
      of members of the Board of


                                      -9-
<PAGE>
      Directors (or similar managing body) of Holdings which would hold a
      majority of the votes of such Board of Directors; or

            (d)   at all times prior to a Qualified IPO, the Permitted Holders
      shall cease to own at least 51% of the Capital Stock of Holdings held by
      the Permitted Holders on the Closing Date after giving effect to the
      Transaction; or

            (e)   any "person" (as such term is used in Sections 13(d) and 14(d)
      of the Exchange Act), other than one or more Permitted Holder, is or
      becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
      the Exchange Act), (except that such person shall be deemed to have
      "beneficial ownership" of all shares that any such person has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time and except that any Person that is deemed to have
      beneficial ownership of shares solely as the result of being part of a
      group pursuant to Rule 13d-5(b)(1) of the Exchange Act shall be deemed not
      to have beneficial ownership of any shares held by a Permitted Holder
      forming a part of such group), directly or indirectly, of more than 30% of
      the total voting power of the Voting Stock of Holdings; provided that the
      Permitted Holders beneficially own (as defined in Rule 13d-5 of the
      Exchange Act), directly or indirectly, in the aggregate, a lesser
      percentage of the total voting power of the Voting Stock of Holdings than
      such other person and do not have the right or ability by voting power,
      contract or otherwise to elect or designate for election a majority of the
      Board of Directors of Holdings (for purposes of this clause (e), such
      other person shall be deemed to beneficially own any Voting Stock of a
      specified person held by a parent entity if such other person is the
      beneficial owner (as defined in this provision), directly or indirectly,
      of more than 30% of the voting power of the Voting Stock of such parent
      entity and the Permitted Holders beneficially own (as defined in this
      provision), directly or indirectly, in the aggregate a lesser percentage
      of the voting power of the Voting Stock of such parent entity and do not
      have the right or ability by voting power, contract or otherwise to elect
      or designate for election a majority of the board of directors of such
      parent entity); or

            (f)   at all times from and after a Qualified IPO, during any period
      of 24 consecutive months, individuals who at the beginning of such period
      constituted the Board of Directors (or similar managing body) of Holdings
      (together with any new directors whose election to such Board or whose
      nomination for election by the holders of the Capital Stock of Holdings
      was approved by a vote of a majority of the directors then still in office
      who were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease for
      any reason to constitute a majority of the Board of Directors (or similar
      managing body) of Holdings then in office; or

            (g)   the occurrence of any "Change of Control" (or similar term)
      under (and as defined in) any Other Debt Document in respect of any
      Unsecured Transaction Debt.

      "Closing Date" means the date of the initial Credit Extension hereunder.


                                      -10-
<PAGE>
      "Closing Date Certificate" means the closing date certificate executed and
delivered by Holdings, Mergerco and AMI pursuant to the terms of this Agreement,
substantially in the form of Exhibit D hereto.

      "Code" means the Internal Revenue Code of 1986, and the final and
temporary regulations thereunder, in each case as amended, reformed or otherwise
modified from time to time.

      "Collateral Document" means any Security and Pledge Agreement, any
Mortgage or any other agreement or document delivered pursuant hereto or in
connection herewith pursuant to which the Secured Parties or any Agent or other
Person on behalf of the Secured Parties is granted a Lien to secure any
Obligations.

      "Commitment" means, as the context may require, a Lender's Term Loan
Commitment, Revolving Loan Commitment or Letter of Credit Commitment, or the
Swing Line Lender's Swing Line Loan Commitment.

      "Commitment Amount" means, as the context may require, the Term Loan
Commitment Amount, the Revolving Loan Commitment Amount, the Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount.

      "Commitment Letter" means the confidential letter captioned "Bank and
Bridge Facility Commitment Letter", dated March 16, 2002, between the Agents and
Holdings, together with all annexes thereto.

      "Commitment Termination Date" means, as the context may require, the Term
Loan Commitment Termination Date or the Revolving Loan Commitment Termination
Date.

      "Commitment Termination Event" means (i) the occurrence of any Event of
Default described in clauses (a) through (d) of Section 8.1.9 with respect to
the Borrower, or (ii) the occurrence and continuance of any other Event of
Default and either (x) the declaration of all or any portion of the Loans to be
due and payable pursuant to Section 8.3, or (y) the giving of notice by the
Administrative Agent, acting at the direction of the Required Lenders, to the
Borrower that the Commitments referred to in such notice have been terminated.

      "Compliance Certificate" means a certificate duly completed and executed
by the chief financial or accounting Authorized Officer of Holdings or the
Borrower, as the case may be, substantially in the form of Exhibit E hereto,
together with such changes thereto as the Agents may from time to time
reasonably request for the purpose of conforming the terms thereof with the
terms hereof.

      "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the Capital Stock of any other Person; provided that Contingent Liabilities
shall not include customary indemnities set forth in


                                      -11-
<PAGE>
agreements entered into in the ordinary course of business between the Borrower
and its Subsidiaries, on the one hand, and their customers on the other hand.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount of the debt, obligation or other liability guaranteed thereby.

      "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

      "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

      "Copyright Security Agreement" means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit D to
the applicable Security and Pledge Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Credit Extension" means, as the context may require, (i) the making of a
Loan by a Lender, or (ii) the issuance of any Letter of Credit, or the extension
of any Stated Expiry Date of any existing Letter of Credit, by an Issuer.

      "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

      "Current Assets" means, on any date, without duplication, all assets
which, in accordance with GAAP, would be included as current assets on a
consolidated balance sheet of Holdings and its Subsidiaries at such date as
current assets.

      "Current Liabilities" means, on any date, without duplication, all amounts
which, in accordance with GAAP, would be included as current liabilities on a
consolidated balance sheet of Holdings and its Subsidiaries at such date,
excluding current maturities of Indebtedness.

      "Debt Tender" means the tender offer and consent solicitation initiated by
AMI to effect the Refinancing.

      "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

      "DGCL" is defined in Section 5.1.6.

      "Disbursement" is defined in Section 2.6.2.

      "Disbursement Date" is defined in Section 2.6.2.


                                      -12-
<PAGE>
      "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I as it may be amended, supplemented, amended and restated or otherwise
modified from time to time by the Borrower with (unless otherwise provided
hereunder) the written consent of the Required Lenders.

      "Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of the
Borrower's or its Subsidiaries' assets (including accounts receivables and
Capital Stock of Subsidiaries) to any Person other than to the Borrower or
another Subsidiary in a single transaction or series of related transactions.

      "Documentation Agent" is defined in the preamble.

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

      "Domestic Office" means the office of a Lender designated as its "Domestic
Office" on its signature page hereto or in a Lender Assignment Agreement, or
such other office within the United States as may be designated from time to
time by notice from such Lender to the Agents and the Borrower.

      "Domestic Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

      "EBITDA" means, with respect to any Person for any applicable period, the
sum of

            (a)   Net Income of such Person,

plus

            (b)   to the extent deducted in determining such Net Income, the sum
      of (i) all non-cash charges, (ii) income tax expense (whether paid or
      deferred), (iii) Interest Expense and non-cash interest expense, (iv)
      fees, costs, expenses and prepayment premiums paid by Holdings or any of
      its Subsidiaries in respect of the Transaction in an amount not exceeding
      $32,500,000, (v) amounts attributable to amortization and depreciation of
      assets and (vi) extraordinary cash charges related to the extinguishment
      or repayment of Indebtedness,

minus

            (c)   to the extent included in such Net Income, non-cash credits;

      provided that, notwithstanding anything to the contrary contained in this
      Agreement or provided for pursuant to GAAP, the Borrower shall be deemed
      to have been a Subsidiary of Holdings for all applicable Fiscal Quarters
      prior to the Closing Date included in the calculation of EBITDA in this
      Agreement.

      "ECF Percentage" means, for purposes of determining the amount of any
mandatory prepayment (pursuant to clause (f) of Section 3.1.1) in respect of
Excess Cash Flow (if any) for any Fiscal Year, (i) 75%, in the event the
Leverage Ratio as of the last day of such Fiscal Year is


                                      -13-
<PAGE>
greater than 3.5 to 1.0, (ii) 50%, in the event the Leverage Ratio for such
Fiscal Year is equal to or less than 3.5 to 1.0, and (iii) 0%, in the event the
Leverage Ratio for such Fiscal Year is less than 2.0 to 1.0.

      "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender
which is controlled by such Lender or its parent company; (iii) an Approved
Fund; or (iv) any other Person (other than a natural Person) approved (in the
case of this clause (iv)) by the Agents, the Issuers (but only in the case of
any assignment of the Revolving Loan Commitment) and unless (x) the assignment
is being made to such Person by an Agent during the Primary Syndication or (y)
an Event of Default has occurred and is continuing, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that in the case
of any assignment of Revolving Loan Commitments and related participations in
Letters of Credit, Letter of Credit Outstandings and Swing Line Loans to a
Lender that does not, immediately prior to such assignment, have a Revolving
Loan Commitment, or any Affiliates of, or any Approved Funds related to, such
Lender, such Lender shall not be an Eligible Assignee without the prior approval
of the Administrative Agent.

      "Environmental Laws" means the common law and all applicable federal,
state or local statutes, laws, ordinances, codes, rules, regulations and
guidelines having the force and effect of law (including consent decrees and
administrative orders) relating to public health and safety, or pollution or
protection of the environment (including ambient air, surface water,
groundwater, soil, subsurface strata and natural resources such as flora and
fauna) including without limitation the Clean Air Act, as amended, CERCLA, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource
Conservation and Recovery Act ("RCRA"), the Toxic Substances Control Act of
1976, as amended, the Federal Water Pollution Control Act Amendments of 1972,
the Clean Water Act of 1977, as amended, the Hazardous Materials Transportation
Act, as amended, and any other law having a similar subject matter.

      "Environmental Permit" is defined in clause (d) of Section 6.1.12.

      "Equity Investment" is defined in the third recital.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to Sections of ERISA also refer to any successor Sections thereto.

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


                                      -14-
<PAGE>
      "Eurodollar Base Rate" means, with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate System Incorporated Service screen as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest Period.
In the event that such rate does not appear on Page 3750 of the Telerate System
Incorporated Service screen (or such other page as may replace such page on such
service for the purpose of displaying the rates at which dollar deposits are
offered by leading banks in the London interbank deposit market), the
"Eurodollar Base Rate" for purposes of this definition shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Administrative Agent or, in the
absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits at or about 11:00 A.M., London
time, two Business Days prior to the beginning of such Interest Period in the
interbank eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein.

      "Eurodollar Lending Office" means, as to any Lender, the office of such
Lender which shall be making or maintaining Eurodollar Loans.

      "Eurodollar Loan" means, any Loans which carries or maintains a rate of
interest based upon a Eurodollar Rate.

      "Eurodollar Rate" means, with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

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

      "Event of Default" is defined in Section 8.1.

      "Excess Cash Flow" means, for any Fiscal Year, the excess (if any), of

            (a)   the sum of (i) EBITDA for such Fiscal Year of Holdings and its
      Subsidiaries, and (ii) the amount of any net decrease in Current Assets,
      other than cash and Cash Equivalents, over Current Liabilities of Holdings
      and its Subsidiaries for such Fiscal Year

over

            (b)   the sum (for such Fiscal Year), without duplication, of (i)
      Interest Expense paid in cash by Holdings and its Subsidiaries, (ii)
      voluntary prepayments and scheduled principal repayments, to the extent
      actually made, of Term Loans pursuant to clauses (a) and (c) of Section
      3.1.1, (iii) to the extent included in EBITDA, any portion of the amount
      of cash gains of Holdings and its Subsidiaries applied toward the
      repayment of Term Loans pursuant to clause (d) or (e) of Section 3.1.1,
      (iv) repayments of Revolving Loans or Swing Line Loans or Cash
      Collateralization of Letter of Credit Outstandings


                                      -15-
<PAGE>
      pursuant to clause (b) of Section 3.1.1, (v) voluntary prepayments of
      Revolving Loans or Swing Line Loans or any voluntary Cash
      Collateralization of Letter of Credit Outstandings, in each case to the
      extent accompanied by a permanent reduction in the Revolving Loan
      Commitment Amount, (vi) without duplication, (A) all income Taxes paid in
      cash by Holdings and its Subsidiaries (less any cash tax refunds received)
      and (B) all Restricted Payments made in cash by or to Holdings pursuant to
      clauses (a) and (b) (to the extent financed with internally generated cash
      flow of the Borrower and its Subsidiaries or with Revolving Loans or
      Swingline Loans) of Section 7.2.6 (in each case, to the extent that such
      amounts have not already reduced EBITDA), (vii) Capital Expenditures made
      in cash by Holdings and its Subsidiaries in such Fiscal Year to the extent
      financed with internally generated cash flow of Holdings and its
      Subsidiaries or with Revolving Loans or Swingline Loans, (viii) the
      aggregate amount of cash expended by Holdings and its Subsidiaries during
      such Fiscal Year in respect of Permitted Acquisitions to the extent
      financed with internally generated cash flow of Holdings and its
      Subsidiaries or with Revolving Loans or Swingline Loans, (ix) to the
      extent incurred in such Fiscal Year and included in the calculation of
      EBITDA for such Fiscal Year, the amount of all fees, costs, expenses and
      prepayment premiums paid by Holdings or any of the Subsidiaries in respect
      of the Transaction, (x) all cash charges of the type described in
      subclause (b)(vi) of the definition of "EBITDA" contained in this
      Agreement, and (xi) the amount of the net increase of Current Assets,
      other than cash and Cash Equivalent Investments, over Current Liabilities
      of Holdings and its Subsidiaries for such Fiscal Year.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exemption Certificate" is defined in clause (e) of Section 4.6.

      "Existing Credit Agreement" means the Second Amended and Restated Loan and
Security Agreement, dated as of April 2, 1996, between AMI and Society National
Bank, as amended, supplemented, amended and restated or otherwise modified from
time to time prior to the Closing Date.

      "Existing Notes" is defined in the second recital.

      "Existing Notes Indenture" means the Indenture dated as of March 1, 1998,
between AMI and U.S. Trust Company of Texas, N.A., as trustee.

      "Filing Agent" is defined in Section 5.1.22.

      "Filing Statements" is defined in Section 5.1.22.

      "Fiscal Quarter" means a quarter ending on the last day of March, June,
September or December, or, at any time after the Borrower so notifies the
Administrative Agent in writing, the 13th, 26th, 39th or 52nd (or 53rd, as
applicable) week of each calendar year.

      "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31 or, if the Borrower's Fiscal Quarters are adjusted as set
forth in the definition of Fiscal Quarter, the last day of the fourth Fiscal
Quarter; references to a Fiscal Year with a


                                      -16-
<PAGE>
number corresponding to any calendar year (e.g., the "2002 Fiscal Year") refer
to the Fiscal Year ending on December 31 of such calendar year or, if
applicable, the last day of the fourth Fiscal Quarter.

      "Fixed Charge Coverage Ratio" means, as of the close of any Fiscal
Quarter, the ratio computed for the period consisting of such Fiscal Quarter and
each of the three immediately preceding Fiscal Quarters of:

            (a)   (i) EBITDA (for all such Fiscal Quarters) of Holdings and its
      Subsidiaries minus all Capital Expenditures of Holdings and its
      Subsidiaries made during such period (other than Capital Expenditures to
      the extent funded from the proceeds of (i) an incurrence of Indebtedness,
      (ii) an issuance of Capital Stock or a capital contribution or (iii) an
      asset sale or a Casualty Event);

to

            (b)   to the extent included in EBITDA for such Fiscal Quarters, the
      sum (for all such Fiscal Quarters) of, without duplication, (i) Interest
      Expense of Holdings and its Subsidiaries during such period, (ii)
      scheduled principal repayments of Indebtedness of Holdings and its
      Subsidiaries required to be made in cash during such period, and (iii) all
      income Taxes paid in cash by Holdings and its Subsidiaries during such
      period (net of any cash refunds received during such period); provided
      that in the event the applicable four-Fiscal-Quarter period would include
      any period of time prior to the Closing Date, the amounts referred to in
      subclauses (i) and (iii) of this clause (b) shall be determined, for the
      purposes of this clause (b), on an Annualized Basis.

      "Foreign Permitted Acquisition" means a Permitted Acquisition, whether of
Capital Stock, assets or otherwise, of a Person or a business which, as of the
time of such Permitted Acquisition, either (i) is incorporated or organized in a
jurisdiction other than the United States (a "Non-U.S. Jurisdiction") or (ii)
had more than 15% of its asset located in a Non-U.S. Jurisdiction or derived
more than 15% of its annual revenues from operations and business located in
Non-U.S. Jurisdictions.

      "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the Borrower or any of its Subsidiaries
pursuant to the terms of this Agreement, in form and substance reasonably
satisfactory to the Agents, as may be necessary or desirable under the laws of
organization or incorporation of a Subsidiary to further protect or perfect the
Lien on and security interest in any Collateral (as defined in the Security and
Pledge Agreement).

      "Foreign Subsidiary" means any Subsidiary of the Borrower which is
organized under the laws of any jurisdiction outside of the United States of
America.

      "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

      "GAAP" is defined in Section 1.4.


                                      -17-
<PAGE>
      "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
such governments.

      "Granting Bank" is defined in clause (f) of Section 11.11.

      "Guarantors" means, collectively, Holdings, Mergerco and each
Subsidiary Guarantor.

      "Guaranty" means, as the context may require, the Holdings Guaranty, the
Mergerco Guaranty or the Subsidiary Guaranty.

      "Harvest Partners" is defined in the third recital.

      "Hazardous Material" means (i) any "hazardous substance", as defined by
CERCLA, (ii) any "hazardous waste", as defined by the Resource Conservation and
Recovery Act, as amended, (iii) any solid waste that is generated in the
diagnosis, treatment (e.g., provision of medical services) or immunization of
human beings or animals, in research pertaining thereto, or in the production or
testing of biologicals, and (iv) any pollutant or contaminant or hazardous,
dangerous or toxic chemical, material or substance (including, without
limitation, crude oil and any petroleum product) subject to regulation, or which
can give rise to liability, under any Environmental Law.

      "Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under currency exchange agreements, interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements,
and, without limiting the generality of the foregoing, all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

      "herein", "hereof", "hereto", "hereunder" and similar terms contained in
any Loan Document refer to such Loan Document as a whole and not to any
particular Section, paragraph or provision of such Loan Document.

      "Holdings" is defined in the preamble.

      "Holdings Guaranty" means the Obligations of Holdings undertaken pursuant
to Article IX.

      "Holdings Pledge Agreement" means the Security and Pledge Agreement
executed and delivered by an Authorized Officer of Holdings pursuant to this
Agreement, substantially in the form of Exhibit G-1 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

      "Holdings Stockholders Agreement" means the Amended and Restated
Stockholders Agreement, as dated as of April 19, 2002, by and among Holdings and
certain of its shareholders.


                                      -18-
<PAGE>
      "Impermissible Qualification" means any qualification or exception to the
opinion or certification of any independent public accountant as to any
financial statement of Holdings, the Borrower or any other Obligor (i) which is
of a "going concern" or similar nature, (ii) which relates to the limited scope
of examination of matters relevant to such financial statement, or (iii) which
relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment
to such item the effect of which would be to cause Holdings, the Borrower or
such other Obligor to be in Default.

      "including" and "include" means including without limiting the generality
of any description preceding such term, and, for purposes of each Loan Document,
the parties hereto agree that the rule of ejusdem generis shall not be
applicable to limit a general statement, which is followed by or referable to an
enumeration of specific matters, to matters similar to the matters specifically
mentioned.

      "Indebtedness" of any Person means, without duplication:

            (a)   all obligations of such Person for borrowed money or advances
      and all obligations of such Person evidenced by bonds, debentures, notes
      or similar instruments;

            (b)   all obligations, contingent or otherwise, relative to the face
      amount of all letters of credit, whether or not drawn, and banker's
      acceptances issued for the account of such Person;

            (c)   all Capitalized Lease Liabilities of such Person;

            (d)   all net liabilities of such Person under all Hedging
      Obligations;

            (e)   whether or not so included as liabilities in accordance with
      GAAP, all obligations of such Person to pay the deferred purchase price of
      property or services (excluding trade accounts payable in the ordinary
      course of business) and indebtedness secured by (or for which the holder
      of such indebtedness has an existing right, contingent or otherwise, to be
      secured by) a Lien on property owned or being acquired by such Person
      (including indebtedness arising under conditional sales or other title
      retention agreements), whether or not such indebtedness shall have been
      assumed by such Person or is limited in recourse (provided that to the
      extent such indebtedness is not assumed by such Person or the recourse
      against such Person by the obligee of such indebtedness is limited to the
      assets so secured, the amount of such indebtedness shall be deemed to be
      the lesser of (x) the aggregate amount of such indebtedness and (y) the
      fair market value of the assets securing such indebtedness);

            (f)   all obligations arising under Synthetic Leases of such Person;

            (g)   all Redeemable Capital Stock of such Person; and

            (h)   all Contingent Liabilities of such Person in respect of any of
      the foregoing.

The Indebtedness of any Person shall include, without duplication, the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such


                                      -19-
<PAGE>
Person is liable therefor as a result of such Person's ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

      "Indemnified Liabilities" is defined in Section 11.4.

      "Indemnified Parties" is defined in Section 11.4.

      "Interco Subordination Agreement" means the Intercompany Subordination
Agreement, substantially in the form of Exhibit J hereto, executed and delivered
by two or more Obligors pursuant to the terms of this Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.

      "Intercompany Note" means, with respect to the Borrower or any of its
Subsidiaries, as the maker thereof, a promissory note substantially in the form
of Exhibit A to the relevant Security and Pledge Agreement (with such
modifications as the Administrative Agent may consent to, such consent not to be
unreasonably withheld), which promissory note shall be duly endorsed and pledged
by the payee in favor of the Administrative Agent.

      "Interest Coverage Ratio" means, as of the last day of any Fiscal Quarter,
the ratio computed for the period consisting of such Fiscal Quarter and each of
the three immediately preceding Fiscal Quarters of:

            (a)   EBITDA (for all such Fiscal Quarters) of Holdings and its
      Subsidiaries

to

            (b)   the sum (for all such Fiscal Quarters) of Interest Expense of
      Holdings and its Subsidiaries paid or payable during such period; provided
      that in the event the applicable four-Fiscal-Quarter period would include
      any period of time prior to the Closing Date, Interest Expense for the
      purposes of this clause (b) shall be determined on an Annualized Basis.

      "Interest Expense" means, with respect to any Person for any Fiscal
Quarter, the aggregate interest expense (both accrued and paid) of such Person
and its Subsidiaries for such Fiscal Quarter that has been paid or is payable in
cash, including the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense (net of investment interest income
paid during such period to Holdings or any of its Subsidiaries).

      "Interest Period" means, relative to any Eurodollar Loan, the period
beginning on (and including) the date on which such Eurodollar Loan is made or
continued as, or converted into, a Eurodollar Loan pursuant to Sections 2.3 or
2.4 and shall end on (but exclude) the day which numerically corresponds to such
date one, two, three, six, or if then available to each applicable Lender, nine
or twelve months thereafter (or, if such month has no numerically corresponding
day, on the last Business Day of such month), as the Borrower may select in its
relevant notice pursuant to Sections 2.3 or 2.4; provided that (i) the Borrower
shall not be permitted to select Interest Periods to be in effect at any one
time which have expiration dates occurring on more than ten different dates,
(ii) if such Interest Period would otherwise end on a day which is not a


                                      -20-
<PAGE>
Business Day, such Interest Period shall end on the next following Business Day
(unless such next following Business Day is the first Business Day of a calendar
month, in which case such Interest Period shall end on the Business Day next
preceding such numerically corresponding day), (iii) no Interest Period for any
Loan may end later than the Stated Maturity Date for such Loan and (iv) during
the Primary Syndication, only seven day Interest Periods will be permitted.

      "Investment" means, relative to any Person, (i) any loan, advance or
extension of credit made by such Person to any other Person, including (A) the
issuance of any letter of credit with respect to which such Person is obligated
to reimburse the issuer thereof for drawings thereunder and any other Person is
the account party with respect to such letter of credit and (B) the purchase by
such Person of any bonds, notes, debentures or other debt securities of any
other Person (exclusive of receivables owing to such Person to the extent
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms of such Person), and (ii)
any Capital Stock held by such Person in any other Person. The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such property at
the time of such Investment.

      "Investors" is defined in the third recital.

      "ISP Rules" is defined in Section 11.9.

      "Issuance Request" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit B-2 hereto.

      "Issuer" means the Administrative Agent in its capacity as Issuer of the
Letters of Credit and, at the request of the Administrative Agent and with the
Borrower's consent, one or more other Lenders or Affiliates of the
Administrative Agent.

      "Joint Lead Arrangers" is defined in the preamble.

      "Lender Assignment Agreement" means an assignment agreement substantially
in the form of Exhibit K hereto.

      "Lender Default" means (i) the refusal (which has not been retracted) or
other failure of a Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under Section 2.6.1 or (ii) a
Lender having notified the Borrower or the Administrative Agent in writing that
it does not intend to comply with its obligations under Section 2.1 or 2.6.1,
including in either case as a result of any takeover of such Lender by any
Governmental Authority.

      "Lenders" is defined in the preamble and includes each Person that becomes
a Lender pursuant to Section 11.11.

      "Lender's Environmental Liability" means any and all losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, costs, judgments,
suits, proceedings, damages (including consequential damages), disbursements or
expenses of any kind or nature whatsoever


                                      -21-
<PAGE>
(including reasonable attorneys' fees at trial and appellate levels and experts'
fees and disbursements and expenses incurred in investigating, defending against
or prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against any Agent, any Lender,
any Issuer or any of such Person's Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from:

            (a)   any Hazardous Material on, in, under or affecting all or any
      portion of any property of the Borrower or any of its Subsidiaries, the
      groundwater thereunder, or any surrounding areas thereof to the extent
      caused by Releases from the Borrower's or any of its Subsidiaries' or any
      of their respective predecessors' properties;

            (b)   any misrepresentation, inaccuracy or breach of any warranty,
      contained or referred to in Section 6.13;

            (c)   any violation or claim of violation by the Borrower or any of
      its Subsidiaries of any Environmental Laws; or

            (d)   the imposition of any lien for damages caused by or the
      recovery of any costs for the cleanup, Release or threatened Release of
      Hazardous Material by the Borrower or any of its Subsidiaries, or in
      connection with any property owned or formerly owned by the Borrower or
      any of its Subsidiaries.

      "Letter of Credit" is defined in Section 2.1.2.

      "Letter of Credit Commitment" means each Issuer's obligation to issue
Letters of Credit pursuant to Section 2.1.2 and, with respect to each Revolving
Loan Lender, the obligations of each such Lender to participate in such Letters
of Credit pursuant to Section 2.6.1.

      "Letter of Credit Commitment Amount" means, on any date, a maximum amount
of $10,000,000, as such amount may be permanently reduced from time to time
pursuant to Section 2.2. "Letter of Credit Outstandings" means, on any date, an
amount equal to the sum of (i) the then aggregate amount which is undrawn and
available under all issued and outstanding Letters of Credit, and (ii) the then
aggregate amount of all unpaid and outstanding Reimbursement Obligations.

      "Leverage Ratio" means, as of the last day of any Fiscal Quarter, the
ratio of

            (a)   Total Debt outstanding on the last day of such Fiscal Quarter

to

            (b)   EBITDA of Holdings and its Subsidiaries computed for the
      period consisting of such Fiscal Quarter and each of the three immediately
      preceding Fiscal Quarters.


                                      -22-
<PAGE>
      "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against property, or other priority or preferential arrangement of any
kind or nature whatsoever, to secure payment of a debt or performance of an
obligation.

      "Loan" means, as the context may require, a Revolving Loan, a Term Loan or
a Swing Line Loan of any type.

      "Loan Documents" means, collectively, (i) this Agreement, the Letters of
Credit, the Notes, the Agents' Fee Letter (solely for purposes of Article VIII
and Section 11.9), each Collateral Document and the provisions of the Commitment
Letter relating to the syndication of the Commitments and the Loans and (ii)
each other agreement, certificate, document or instrument delivered in
connection with any Loan Document and designated to be a "Loan Document",
whether or not specifically mentioned herein or therein, including, solely for
purposes of the Collateral Documents and the Guaranties, all Rate Protection
Agreements.

      "Management Agreement" means the management agreement, dated as of April
19, 2002, between AMI and Harvest Partners, as amended, supplemented, amended
and restated or otherwise modified in accordance with this Agreement.

      "Management Investors" is defined in clause (m) of Section 7.2.5.

      "Management Loans" is defined in clause (m) of Section 7.2.5.

      "Management Shares" is defined in clause (m) of Section 7.2.5.

      "Margin Stock" means, as at any time of determination, Shares owned by
Mergerco which were purchased by Mergerco in the Tender Offer and, at such time
of determination, constitute "margin stock", as defined in F.R.S. Board
Regulation U; provided that, immediately upon the effectiveness of the Merger,
all Shares shall cease to be Margin Stock.

      "Material Adverse Effect" means the following:

            (i)   at all times prior to the Merger Closing Date and solely with
      respect to any representation or warranty made (or to be made) or deemed
      (or to be deemed) to be made in connection with any Borrowing of Term
      Loans for the purpose of financing the Debt Tender or the Refinancing, or
      for the purpose of financing part of the Merger Consideration or to repay
      a portion of the outstanding Bridge Loans, Pre-Merger Material Adverse
      Effect; and

            (ii)  with respect to any other purpose hereunder at any time,
      Post-Merger Material Adverse Effect.

      "Material Subsidiary" means each Subsidiary of the Borrower other than a
Non-Material Subsidiary.

      "Material Transaction Documents" means each of the Acquisition Agreement,
each Other Debt Document relating to the Unsecured Transaction Debt and the
Management Agreement, in


                                      -23-
<PAGE>
each case as amended, supplemented, amended and restated or otherwise modified
from time to time in accordance with this Agreement.

      "Merger" is defined in the first recital.

      "Merger Closing Date" means the date of the consummation of the Merger.

      "Merger Consideration" is defined in the first recital.

      "Mergerco" is defined in the first recital.

      "Mergerco Debt Financing" is defined in the third recital.

      "Mergerco Guaranty" means the guaranty executed and delivered by Mergerco
pursuant to the terms of this Agreement, substantially in the form of Exhibit
F-1 hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

      "Minimum Condition" is defined in the first recital.

      "Minimum Debt Tender Condition" means that, as a result of the Debt Tender
and Refinancing, each of the following shall have been completed or satisfied on
or prior to the Closing Date:

            (a)   holders of a sufficient aggregate principal amount of Existing
      Notes have irrevocably consented to eliminate all covenants and related
      events of default described in Sections 1.3, 1.4, 1.5, 1.6 and 1.7 of the
      Supplemental Indenture;

            (b)   AMI shall have repurchased and redeemed for cash all Existing
      Notes, together with all related interest, prepayment, premiums and other
      amounts due and payable thereon, which have been tendered to AMI for
      repurchase or redemption pursuant to the Debt Tender and Refinancing;

            (c)   after giving effect to such repurchase or redemption of the
      Existing Notes described in clause (b) above and the defeasance described
      in clause (d) below, not more than $5,000,000 in aggregate outstanding
      principal amount of Existing Notes shall remain outstanding and undefeased
      (in accordance with the terms and provisions of the Existing Notes
      Indenture);

            (d)   in the event the aggregate principal amount of Existing Notes
      which remain outstanding on the Closing Date after giving effect to the
      Debt Tender and Refinancing exceeds $5,000,000, such excess principal
      amount of Existing Notes shall have been fully defeased pursuant to and in
      accordance with Section 11.02 of the Existing Notes Indenture, and the
      amount of such excess shall have been fully escrowed or cash
      collateralized (in accordance with such Section 11.04) with proceeds from
      the Term Loans; and


                                      -24-
<PAGE>
            (e)   AMI and the trustee under the Existing Notes Indenture shall
      have entered into, executed and delivered the Supplemental Indenture in
      the form delivered pursuant to Section 5.1.5.

      "Minimum Non-Debt Investment Amount" means (i) $179,160,000 less (ii) the
amount by which the total costs, fees and expenses (excluding prepayment
premiums) of Harvest Partners and Holdings related to the Transaction and
required to be paid within 30 Business Days after the Closing Date is less than
$25,000,000; provided that in no event shall the Minimum Non-Debt Investment
Amount be less than $171,960,000.

      "Minimum Shares" is defined in the first recital.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means each mortgage, deed of trust or agreement executed and
delivered by any Obligor in favor of the Administrative Agent for the benefit of
the Secured Parties pursuant to the requirements of this Agreement, under which
a Lien is granted on the real property and fixtures described therein, in form
and substance reasonably satisfactory to the Agents, in each case as amended,
supplemented, amended and restated or otherwise modified from time to time.

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

      "Net Debt Proceeds" means with respect to the incurrence, sale or issuance
after the Closing Date by Holdings or any of its Subsidiaries of any
Indebtedness (other than any Indebtedness permitted by Section 7.2.2), the
excess of:

            (a)   the gross cash proceeds received by such Person from such
      incurrence, sale or issuance,

over

            (b)   all customary underwriting commissions and discounts and
      customary legal, investment banking, brokerage and accounting and other
      professional fees, sales commissions and disbursements actually incurred
      in connection with such incurrence, sale or issuance which have not been
      paid to Harvest Partners or any of its Affiliates in connection therewith
      (other than those fees and expenses set forth in the Management
      Agreement).

      "Net Disposition Proceeds" means, with respect to any Disposition of any
assets after the Closing Date of Holdings or any of its Subsidiaries (other than
Dispositions permitted pursuant to clause (a), (b), (c), (e), (g) , (h) , (i) or
(j) of Section 7.2.11), the excess of

            (a)   the gross cash proceeds received by such Person from any such
      Disposition and any cash payments received in respect of promissory notes
      or other non-cash consideration delivered to such Person in respect
      thereof (other than payments in respect of interest),


                                      -25-
<PAGE>
over

            (b)   the sum (without duplication) of (i) all customary legal,
      investment banking, brokerage, appraisal and accounting and other
      professional fees and disbursements actually incurred in connection with
      such Disposition which have not been paid to Harvest Partners or any of
      its Affiliates in connection therewith (other than those fees and expenses
      set forth in the Management Agreement), (ii) all taxes and other
      governmental costs and expenses actually paid or estimated by such Person
      (in good faith) to be payable in cash in connection with such Disposition,
      (iii) in respect of any such Disposition, the amount, if any, reserved by
      Holdings or any of its Subsidiaries, as the case may be, in respect of any
      post-closing purchase price adjustments related to such Disposition,
      estimated (if necessary) in good faith by management of Holdings or such
      Subsidiary, as the case may be, (iv) the portion of the purchase price in
      respect of any such Disposition which is placed in escrow to secure the
      payment by Holdings or any of its Subsidiaries, as the case may be, in
      respect of any indemnity or similar obligations of such Person in respect
      of such Disposition, and (v) payments made by such Person to retire
      Indebtedness (other than the Credit Extensions) or other unassumed
      liabilities related to the assets Disposed, in each case of such Person
      where payment and satisfaction of such Indebtedness or other liabilities
      is required in connection with such Disposition;

provided that if, (x) after the payment of all taxes with respect to such
Disposition, the amount of estimated taxes, if any, pursuant to clause (b)(ii)
above exceeded the tax amount actually paid in cash in respect of such
Disposition, the aggregate amount of such excess shall, at such time, constitute
Net Disposition Proceeds and (y) in the event that the amount reserved in
respect of any post-closing purchase price adjustment (referred to in clause
(b)(iii) above) or the amount placed in escrow in respect of any indemnity or
similar claims (referred to in clause (b)(iv) above) exceeds the amount actually
paid in respect of any such adjustments or claims, such excess amount shall, at
the time of determination thereof, constitute Net Disposition Proceeds.

      "Net Equity Proceeds" means with respect to the sale or issuance after the
Closing Date by Holdings of any of its Capital Stock in a registered public
offering under the Securities Act of 1933, the excess of

            (a)   the gross cash proceeds received by Holdings from such sale,
      exercise or issuance,

over

            (b)   all customary underwriting commissions and discounts and
      customary legal, investment banking, brokerage and accounting and other
      professional fees, sales commissions and disbursements actually incurred
      in connection with such sale or issuance which have not been paid to
      Harvest Partners or any of its Affiliates in connection therewith (other
      than those fees and expenses set forth in the Management Agreement).


                                      -26-
<PAGE>
      "Net Income" means, with respect to any Person for any period, the
aggregate of all amounts (excluding all amounts in respect of extraordinary
gains and extraordinary non-cash losses, but including and together with all
amounts in respect of extraordinary cash losses; provided that, for purposes of
determining Net Income in any such period, the amount of any such extraordinary
cash losses for such period, if any, shall be reduced to the extent of any
extraordinary cash gains for such period) which would be included as net income
on the consolidated financial statements of such Person and its Subsidiaries for
such period; provided that the portion of Net Income of any Subsidiary of such
Person that is not the Borrower or a Subsidiary Guarantor shall be excluded from
Net Income to the extent that the declaration or payment of dividends or similar
distributions by such Person of that portion of such Net Income is not at the
date of determination permitted without any prior governmental approval that has
not been obtained or, directly or indirectly, by operation of the terms of its
Organic Documents or any agreement (other than an agreement with Holdings or its
Subsidiaries), instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Person or its stockholders.

      "New Notes" is defined in the third recital.

      "New Notes Offering" is defined in the third recital.

      "Non-Domestic Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

      "Non-Excluded Taxes" means any Taxes other than net income, profits, gains
and franchise taxes imposed with respect to any Secured Party by a Governmental
Authority under the laws of which such Secured Party is organized or in which it
maintains its principal office or applicable lending office.

      "Non-Material Subsidiary" means any Subsidiary that

            (a)   accounted for no more than 5% (and, when taken together with
      all other Non-Material Subsidiaries, accounted for no more than 10% in the
      aggregate) of consolidated revenues of Holdings and its Subsidiaries for
      the four consecutive Fiscal Quarters ending on December 31, 2001, or if
      later, the last day of the most recently completed Fiscal Quarter with
      respect to which, pursuant to Section 7.1.1, financial statements have
      been, or are required to have been, delivered to the Administrative Agent,
      and

            (b)   has assets which represent no more than 5% (and, when taken
      together with all other Non-Material Subsidiaries, represent no more than
      10% in the aggregate) of the consolidated assets of Holdings and its
      Subsidiaries as of December 31, 2001, or if later, the last day of the
      last Fiscal Quarter of the most recently completed Fiscal Quarter with
      respect to which, pursuant to Section 7.1.1, financial statements have
      been, or are required to have been, delivered to the Administrative Agent.

      "Non-U.S. Jurisdiction" is defined within the definition of Foreign
Permitted Acquisition.


                                      -27-
<PAGE>
      "Note" means, as the context may require, a Revolving Note, a Term Note or
a Swing Line Note.

      "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of each Obligor arising under or
in connection with a Loan Document, including the principal of and premium, if
any, and interest (including interest accruing during the pendency of any
proceeding of the type described in Section 8.1.9, whether or not allowed in
such proceeding) on the Loans and all Reimbursement Obligations.

      "Obligor" means, as the context may require, Holdings, the Borrower, and
each other Person (other than a Secured Party) obligated under any Loan
Document.

      "Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement, operating
agreement and all shareholder agreements, voting trusts and similar arrangements
applicable to any of such Obligor's partnership interests, limited liability
company interests or authorized shares of Capital Stock.

      "Other Debt Documents" means, collectively, each of the loan agreements,
indentures, note purchase agreements, promissory notes, guarantees and other
instruments and agreements evidencing the terms of any Indebtedness constituting
or evidenced by, as the case may be, any Unsecured Transaction Debt, any
Qualifying Subordinated Debt, any Permitted Seller Notes or any Indebtedness of
the type described in clause (o) of Section 7.2.2, in each case, as amended,
supplemented, amended and restated or otherwise modified in accordance with this
Agreement.

      "Other Person" is defined in the definition of "Subsidiary".

      "Other Taxes" means any and all stamp, documentary or similar taxes, or
any other excise or property taxes or similar levies that arise on account of
any payment made or required to be made under any Loan Document or from the
execution, delivery, registration, recording or enforcement of any Loan
Document.

      "Participant" is defined in clause (c) of Section 11.11.

      "Patent Security Agreement" means any Patent Security Agreement executed
and delivered by any Obligor in substantially the form of Exhibit B to the
applicable Security and Pledge Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

      "Payment Default" means any Default described in Section 8.1.1.

      "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

      "Pension Plan" means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Plan), and to which Holdings, the Borrower or any corporation, trade or business
that is, along with the Borrower, a member of a Controlled Group, has liability
(actual or contingent), including any liability by


                                      -28-
<PAGE>
reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.

      "Percentage" means, as the context may require, any Lender's Revolving
Loan Percentage or Term Percentage.

      "Perfection Certificate" means the Perfection Certificate executed and
delivered by an Authorized Officer of each Obligor that is a party to the
Security and Pledge Agreement pursuant to Section 5.1.22 or 7.1.9, substantially
in the form of Exhibit H hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

      "Permitted Acquisition" means an acquisition (exclusive of the
Acquisition), whether pursuant to a merger or an acquisition of Capital Stock,
assets or otherwise, by the Borrower or any of its Subsidiaries of all or
substantially all of the assets or Capital Stock of any Person (or any part of
the assets constituting all or substantially all of a business or line of
business of any Person), whether or not such acquisition is effected in a single
transaction or in a series of related transactions, and as to which the
following conditions are satisfied:

            (a)   immediately before and after giving effect to such
      acquisition, no Default shall have occurred and be continuing or would
      result therefrom (including under Section 7.2.1);

            (b)   such acquisition is consummated pursuant to a negotiated
      merger, purchase or similar agreement between the Borrower and/or any of
      its Subsidiaries, on the one hand, and such Person and/or any of its
      Affiliates, on the other hand;

            (c)   in the case of an acquisition of Capital Stock by the Borrower
      or a Subsidiary, such acquisition results in the issuer of such Capital
      Stock becoming a wholly-owned Subsidiary of the Borrower;

            (d)   consideration for such acquisition shall be comprised of
      Capital Stock of Holdings, the issuance of a Permitted Seller Note, the
      assumption, incurrence or issuance of Indebtedness permitted under clause
      (m) of Section 7.2.2 and/or cash and the aggregate amount of the
      consideration for such acquisition (based on the fair market value of
      Capital Stock issued, the amount of Indebtedness issued and/or assumed and
      the cash expended in connection therewith) shall not exceed $25,000,000
      and, when added to the total aggregate amount of consideration for all
      other such acquisitions pursuant to this subclause (d) since the Closing
      Date, shall not exceed $75,000,000 (provided that either of the foregoing
      amounts may be increased by up to $25,000,000 to the extent such
      acquisitions are financed with new equity proceeds or Capital Stock of
      Holdings; provided, further, that Foreign Permitted Acquisitions shall not
      exceed $25,000,000 in the aggregate over the term of this Agreement,
      except to the extent financed with new equity proceeds (not otherwise
      subject to clause (h) of Section 3.1.1) received by Holdings or Capital
      Stock of Holdings);

            (e)   immediately after giving effect to such acquisition, at least
      $15,000,000 of the Revolving Loan Commitment Amount shall be unused;


                                      -29-
<PAGE>
            (f)   in the case of any acquisition in which the total aggregate
      amount of consideration therefor is in excess of $2,500,000, the Borrower
      shall have delivered to the Agents a Compliance Certificate for the period
      of four full Fiscal Quarters immediately preceding such acquisition
      (prepared in good faith and in a manner and using such methodology which
      is consistent with the most recent financial statements delivered pursuant
      to Section 7.1.1) giving pro forma effect to the consummation of such
      acquisition and evidencing compliance with the covenants set forth in
      Section 7.2.4 and the preceding clauses (a) through (e); and

            (g)   with respect to any such acquisition which requires the
      delivery of a Compliance Certificate pursuant to clause (f) above, if,
      based upon such Compliance Certificate, such acquisition does not,
      immediately after giving effect thereto, increase the EBITDA of Holdings
      and its Subsidiaries on a Pro Forma Basis, Holding's Leverage Ratio (as
      computed in such Compliance Certificate) for the period of four full
      Fiscal Quarters immediately preceding such acquisition (prepared in good
      faith and in a manner and using such methodology which is consistent with
      the most recent financial statements delivered pursuant to Section 7.1.1),
      after giving pro forma effect to the consummation of such acquisition,
      shall be equal to or below 3.50:1.

      "Permitted Holders" means, collectively, Harvest Partners, its controlled
affiliates and funds controlled by Harvest Partners and such affiliates
("control" (and its derivatives) of a Person, for the purposes of this
definition of "Permitted Holders," means the power, directly or indirectly, to
direct or cause the direction of the management, policies and investment
decisions of such Person (whether by contract or otherwise)).

      "Permitted Liens" means Liens permitted pursuant to Section 7.2.3.

      "Permitted Seller Note" means an unsecured subordinated promissory note
issued by Holdings or the Borrower in connection with a Permitted Acquisition,
which note (i) provides for a final stated maturity date that is not prior to
the first anniversary of the latest Stated Maturity Date for any Tranche then in
effect of all Loans hereunder (but which may provide for scheduled amortization
of the original principal amount thereof on each anniversary of the issuance
thereof to the extent each such required amortization payment does not exceed
20% of the original principal amount thereof), (ii) bears cash interest at an
annual rate not in excess of 10%, although any such interest payable in excess
of 10% per annum either shall be payable with the issuance of additional
promissory notes in form and substance substantially similar to such promissory
note (it being understood and agreed that each such additional promissory note
shall constitute a Permitted Seller Note) or shall continue to accrue, (iii)
does not provide the holders thereof with the guaranty of any Subsidiary of the
Borrower, (iv) does not contain any financial maintenance covenants or any
cross-default provisions (it being understood that a cross-acceleration
provision with respect to Indebtedness in an aggregate principal amount in
excess of $10,000,000 shall be acceptable) and (v) contains such other terms and
provisions (including as to subordination, if any,) as are reasonably acceptable
to each of the Agents.

      "Person" means any natural person, corporation, limited liability company,
partnership, joint venture, association, trust or unincorporated organization,
Governmental Authority or any other legal entity, whether acting in an
individual, fiduciary or other capacity.


                                      -30-
<PAGE>
      "Pledged Subsidiary" means each Subsidiary in respect of which the
Administrative Agent has been granted a security interest in or a pledge of (i)
any of the Capital Stock of such Subsidiary or (ii) any Intercompany Notes of
such Subsidiary owing to the Borrower or a Subsidiary Guarantor.

      "Post-Merger Material Adverse Effect" means a material adverse effect on
the condition (financial or otherwise), business, operations, assets,
liabilities (contingent or otherwise), properties or prospects of Holdings and
its Subsidiaries, taken as a whole.

      "Preferred Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of preferred or preference stock of such Person.

      "Pre-Merger Material Adverse Effect" means a material adverse effect on
(i) the ability of any party to the Acquisition Agreement to perform its
obligations thereunder or to consummate the transactions contemplated thereby or
(ii) the assets, liabilities (actual or contingent), condition, results of
operations or business of the Borrower and its Subsidiaries, taken as a whole,
excluding any change or development resulting from or arising in connection with
(1) economic, financial market, regulatory or political conditions generally or
generally affecting the principal markets in which the Borrower conducts
business, which in each case do not affect the Borrower disproportionately to
other companies in the building products/siding and windows industry, (2)
changes affecting the building products/siding and windows industry generally
which do not affect the Borrower disproportionately to other companies in the
building products/siding and windows industry, (3) the Acquisition Agreement or
any transaction contemplated by the Acquisition Agreement or the announcement
thereof, (4) any matters disclosed in the Disclosure Schedule (as defined in the
Acquisition Agreement as in effect on the date of the Commitment Letter) or (5)
the failure of any holder of Existing Notes to tender its Existing Notes to AMI
in the Note Tender.

      "Primary Syndication" means the period commencing on or prior to the
Closing Date and ending on the earlier of (i) 90 days after the Closing Date and
(ii) the date that the Joint Lead Arrangers have declared the primary
syndication of the Credit Extensions to have ended.

      "Pro Forma Basis" means, with respect to any determination for any period
for any Person, after giving pro forma effect to each Permitted Acquisition and
Disposition of a Person, business or all or substantially all of the assets of a
Person or business consummated during such period, together with all
transactions relating thereto consummated during such period (including any
incurrence, assumption, refinancing or repayment of Indebtedness), as if such
Permitted Acquisition, Disposition and related transactions had been consummated
on the first day of such period, in each case based on historical results
accounted for in accordance with GAAP and, to the extent applicable, (x)
reasonable assumptions acceptable to the Agents that are specified in reasonable
detail in the relevant Compliance Certificate or other certificate furnished to
any Agent or Lender in connection with the terms of this Agreement or (y)
assumptions prepared in accordance with Regulation S-X under the Securities Act
of 1933, as amended, and the Exchange Act, and the Securities and Exchange
Commission's rules and guidelines with respect to pro forma financial statements
and that are specified in reasonable detail in the relevant Compliance
Certificate.


                                      -31-
<PAGE>
      "Qualified IPO" means an initial public offering by Holdings of its Voting
Stock in a registered public offering under the Securities Act of 1933 pursuant
to which not less than 20% of Holdings' issued and outstanding Voting Stock is
sold pursuant to such offering.

      "Qualifying Subordinated Debt" means unsecured senior subordinated notes
of Holdings or the Borrower in an aggregate principal amount not to exceed
$50,000,000 containing terms and conditions no less favorable to the Borrower
(other than interest rates; provided that any yield in excess of 13% per annum
shall be payable in additional unsecured senior subordinated notes or shall be
capitalized or accreted discount), and no more favorable to the holders thereof,
in each case in any material respect, than those of the New Notes or containing
such other terms and conditions (including rate of interest, maturity,
covenants, events of default and subordination provisions) reasonably acceptable
to the Agents; provided that, immediately prior to the issuance of any such
notes, the Borrower shall have delivered to the Agents a Compliance Certificate
for the period of four full Fiscal Quarters immediately preceding such issuance
(prepared in good faith and in a manner and using such methodology which is
consistent with the most recent financial statements delivered pursuant to
Section 7.1.1) giving pro forma effect to such issuance and the application of
the proceeds therefrom and evidencing compliance with the covenants set forth in
Section 7.2.4.

      "Quarterly Payment Date" means the last Business Day of March, June,
September and December.

      "Rate Protection Agreement" means, collectively, any interest rate swap,
cap, collar or similar agreement entered into by the Borrower or any of its
Subsidiaries under which the counterparty of such agreement is (or at the time
such agreement was entered into, was) a Lender or an Affiliate of a Lender, so
long as a fully executed copy of such agreement has been provided to the Agents.

      "Redeemable Capital Stock" means Capital Stock of Holdings or any of its
Subsidiaries that, either by its terms or by the terms of any security into
which it is convertible or exchangeable, at the option of the holder thereof,
(i) is or upon the happening of an event (other than a voluntary call by the
issuer thereof or change of control so long as, in the case of a change of
control, all Obligations hereunder must first be paid in full) or passage of
time would be required to be redeemed (for consideration other than common stock
of Holdings or pay-in-kind Preferred Stock of Holdings) on or prior to the first
anniversary of the latest Stated Maturity Date for any Tranche then in effect of
all Loans hereunder, (ii) is redeemable at the option of the holder thereof (for
consideration other than common stock of Holdings or pay-in-kind Preferred Stock
of Holdings) at any time prior to such date or (iii) is convertible at the
option of the holder thereof into or exchangeable for debt securities of the
Borrower, Holdings or any of their respective Subsidiaries at any time prior to
such anniversary other than debt securities constituting Qualifying Subordinated
Debt.

      "Refinancing" is defined in the second recital.

      "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

      "Register" is defined in clause (b) of Section 2.7.


                                      -32-
<PAGE>
      "Reimbursement Obligation" is defined in Section 2.6.3.

      "Release" means a "release", as such term is defined in CERCLA.

      "Replacement Lender" is defined in Section 4.10.

      "Replacement Notice" is defined in Section 4.10.

      "Required Lenders" means, at any time,

            (a)   with respect to any provision of this Agreement or any other
      Loan Document other than the taking of any remedial action under this
      Agreement or any other Loan Document following the declaration of the
      acceleration of the maturity of all or any portion of the outstanding
      principal amount of the Loans and other Obligations to be due and payable
      pursuant to Section 8.3, Lenders holding at least a majority of the sum of
      (i) the Revolving Loan Commitments (or, following the Revolving Loan
      Commitment Termination Date, the aggregate principal amount of the
      Revolving Loans and Swing Line Loans then outstanding plus the Letter of
      Credit Outstandings (after giving effect to the participation of the
      Lenders therein)) and (ii) the Term Loan Commitments (or, following the
      Term Loan Commitment Termination Date, the aggregate principal amount of
      the Term Loans then outstanding); or

            (b)   with respect to the taking of any remedial action under this
      Agreement or any other Loan Document following the declaration of the
      acceleration of the maturity of all or any portion of the outstanding
      principal amount of the Loans and other Obligations to be due and payable
      pursuant to Section 8.3, Lenders holding at least a majority of the sum of
      the aggregate principal amount of outstanding Loans plus the Letter of
      Credit Outstandings (after giving effect to the participation of the
      Lenders therein).

      "Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

      "Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Stock (other than Redeemable
Capital Stock) of Holdings or any Subsidiary of Holdings) on, or the making of
any payment or distribution on account of, or setting apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of any class of Capital Stock of Holdings or any Subsidiary or
any warrants or options to purchase any such Capital Stock, whether now or
hereafter outstanding, or the making of any other payment or distribution in
respect thereof, either directly or indirectly, whether in cash or property,
obligations of Holdings or any Subsidiary or otherwise.

      "Revolving Loan" is defined in Section 2.1.1.

      "Revolving Loan Commitment" is defined in Section 2.1.1.

      "Revolving Loan Commitment Amount" means, on any date, $40,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.


                                      -33-
<PAGE>
      "Revolving Loan Commitment Termination Date" means the earliest of (i) the
fifth anniversary of the Closing Date, (ii) the date on which the Revolving Loan
Commitment Amount is terminated in full or reduced to zero pursuant to the terms
of this Agreement, (iii) the date on which any Commitment Termination Event
occurs, and (iv) if the Merger is not consummated within 180 days after the
Closing Date, then the date which is the one and one-half year anniversary of
the Closing Date. Upon the occurrence of any event described in the preceding
clause (iii), the Revolving Loan Commitments shall terminate automatically and
without any further action.

      "Revolving Loan Lender" means a Lender that has a Revolving Loan
Commitment.

      "Revolving Loan Percentage" means, relative to any Lender, the applicable
percentage relating to Revolving Loans set forth below its signature on the
signature pages hereto opposite the reference to "Revolving Loan Commitment" or
set forth in a Lender Assignment Agreement under the Revolving Loan Commitment
column, as such percentage may be adjusted from time to time pursuant to Lender
Assignment Agreements executed by such Lender and its Assignee Lender and
delivered pursuant to Section 11.11. A Lender shall not have any Revolving Loan
Commitment if its percentage under the Revolving Loan Commitment column is zero.

      "Revolving Note" means a promissory note of the Borrower payable to any
Revolving Loan Lender, in the form of Exhibit A-I hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to such Revolving Loan
Lender resulting from outstanding Revolving Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

      "Rollover Equity" is defined in the third recital.

      "S&P" means Standard & Poor's Rating Services, a division of McGraw-Hill,
Inc.

      "SEC" means the Securities and Exchange Commission.

      "Secured Parties" means, collectively, (i) the Lenders, each Issuer and
the Agents, (ii) for purposes of each agreement pursuant to which the
Administrative Agent is granted a Lien to secure any Obligation or receives a
guaranty of any Obligation or pursuant to which any Person subordinates any
obligation payable by Holdings or any of its Subsidiaries to it to the
Obligations or any insurance or indemnity with respect to the same (including
Section 11.4 hereof), each counterparty to a Rate Protection Agreement that is
(or at the time such Rate Protection Agreement was entered into, was) a Lender
or an Affiliate thereof, and (iii) in each case, each of their respective
successors, transferees and assigns.

      "Security and Pledge Agreement" means, as the context may require, the
Holdings Pledge Agreement, the Borrower Security and Pledge Agreement and/or the
Subsidiary Security and Pledge Agreement.

      "Shares" is defined in the first recital.


                                      -34-
<PAGE>
      "Solvent" means, with respect to any Person and its Subsidiaries on a
particular date, that on such date (i) the fair value of the property of such
Person and its Subsidiaries on a consolidated basis is greater than the total
amount of liabilities, including contingent liabilities, of such Person and its
Subsidiaries on a consolidated basis, (ii) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such
Person and its Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (iii) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay such debts and liabilities as the
same mature, and (iv) such Person and its Subsidiaries on a consolidated basis
is not engaged in business or a transaction, and such Person and its
Subsidiaries on a consolidated basis is not about to engage in business or a
transaction, for which the property of such Person and its Subsidiaries on a
consolidated basis would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.

      "SPC" is defined in clause (f) of Section 11.11.

      "Stated Amount" means, on any date and with respect to a particular Letter
of Credit, the total amount then available to be drawn under such Letter of
Credit.

      "Stated Expiry Date" is defined in Section 2.6.

      "Stated Maturity Date" means (i) with respect to all Term Loans, the
seventh anniversary of the Closing Date, and (ii) with respect to all Revolving
Loans and Swing Line Loans, the fifth anniversary of the Closing Date; provided
that if the Merger does not occur within 180 days after the Closing Date, the
Stated Maturity Date for the Term Loans, Revolving Loans and Swing Line Loans
shall be the date that is the one and one-half year anniversary of the Closing
Date.

      "Subordinated Debt" means unsecured subordinated Indebtedness of any
Obligor in respect of the New Notes, any Permitted Seller Notes, Qualifying
Subordinated Debt or Indebtedness incurred pursuant to clause (o) of Section
7.2.2.

      "Subordination Provisions" is defined in Section 8.1.11.

      "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership or other entity ("Other Person") of which more
than 50% of the outstanding Voting Stock of such Other Person (irrespective of
whether at the time Capital Stock of any other class or classes of such Other
Person shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person. Unless the context otherwise specifically
requires, the term "Subsidiary" shall be a reference to a Subsidiary of the
Borrower.

      "Subsidiary Guarantor" means each Subsidiary of the Borrower which has
executed and delivered to the Administrative Agent the Subsidiary Guaranty (or a
supplement thereto).


                                      -35-
<PAGE>
      "Subsidiary Guaranty" means the subsidiary guaranty executed and delivered
by Subsidiaries of the Borrower pursuant to this Agreement, substantially in the
form of Exhibit F-2 hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "Subsidiary Security and Pledge Agreement" means the Security and Pledge
Agreement executed and delivered by an Authorized Officer of each Subsidiary
Guarantor pursuant to this Agreement, substantially in the form of Exhibit G-3
hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

      "Supplemental Indenture" means the First Supplemental Indenture, dated as
of April 4, 2002, between AMI and The Bank of New York Trust Company of Florida,
N.A.

      "Surviving Corporation" is defined in the first recital.

      "Swing Line Lender" means the Administrative Agent, in its capacity as the
Swing Line Lender.

      "Swing Line Loan" is defined in Section 2.1.1.

      "Swing Line Loan Commitment" is defined in Section 2.1.1.

      "Swing Line Loan Commitment Amount" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Swing Line Note" means a promissory note of the Borrower payable to the
Swing Line Lender, in the form of Exhibit A-2 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

      "Syndication Agent" is defined in the preamble.

      "Synthetic Lease" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) (a) that is not a capital lease in accordance
with GAAP and (b) in respect of which the lessee retains or obtains ownership of
the property so leased for federal income tax purposes, other than any such
lease under which that Person is the lessor.

      "Taxes" means any and all income, stamp or other taxes, duties, levies,
imposts, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, and all
interest and penalties with respect thereto.

      "Tender Offer" is defined in the first recital.

      "Tender Offer Closing Date" is defined in the third recital.


                                      -36-
<PAGE>
      "Tender Offer Consideration" is defined in the first recital.

      "Term Loan" is defined in Section 2.1.3.

      "Term Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term Loans pursuant to Section 2.1.3.

      "Term Loan Commitment Amount" means, on any date, $125,000,000.

      "Term Loan Commitment Termination Date" means the earliest of (i) the
Closing Date (immediately after the making of the Term Loans on such date), and
(ii) the date on which any Commitment Termination Event occurs. Upon the
occurrence of any event described in clause (ii), the Term Loan Commitments
shall terminate automatically and without any further action.

      "Term Loan Escrow" is defined in the fourth recital.

      "Term Loan Escrow Agreement" is defined in Section 7.1.7.

      "Term Note" means a promissory note of the Borrower payable to any Lender,
in the form of Exhibit A-3 hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from outstanding Term
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

      "Term Percentage" means, relative to any Lender, the applicable percentage
relating to Term Loans set forth below its signature on the signature pages
hereto opposite the reference to "Term Loan Commitment" or set forth in a Lender
Assignment Agreement under the Term Loan Commitment column, as such percentage
may be adjusted from time to time pursuant to Lender Assignment Agreements
executed by such Lender and its Assignee Lender and delivered pursuant to
Section 11.11. A Lender shall not have any Term Loan Commitment if its
percentage under the Term Loan Commitment column is zero.

      "Termination Date" means the date on which all Obligations (other than any
indemnities that are not then due and payable) have been paid in full in cash,
all Letters of Credit have been terminated, expired or Cash Collateralized and
all Commitments shall have terminated.

      "Total Debt" means, on any date, without duplication, the outstanding
principal amount of all Indebtedness of Holdings and its Subsidiaries of the
type referred to in clause (a), clause (b) (excluding obligations relative to
the face amount of letters of credit to the extent such face amount has not been
drawn or, if drawn, to the extent the amount of such drawing has been reimbursed
to the issuer thereof by the obligor with respect thereto), clause (c), clause
(e) (but, in the case of such clause (e), only to the extent accounted for as
debt on a balance sheet in accordance with GAAP), clause (f) and clause (g), in
each case of the definition of "Indebtedness", and any Contingent Liability in
respect of any of the foregoing; provided that (i) Indebtedness in respect of
paid-in-kind interest on the Bridge Loans shall not be included in the
calculation of Total Debt and (ii) Indebtedness of the type described in clause
(o) of Section 7.2.2 or incurred in respect of Permitted Seller Notes and
Qualifying Subordinated Debt


                                      -37-
<PAGE>
shall not be included in the calculation of Total Debt to the extent that such
notes and/or debt (x) are issued by Holdings and are not guaranteed by any
Subsidiary of Holdings and (y) do not provide for any scheduled repayments or
mandatory prepayments or redemptions of the principal thereof prior to the first
anniversary of the latest Stated Maturity Date for any Tranche then in effect of
all Loans or for any payment of cash interest or regularly accruing fees with
respect thereto prior to such anniversary.

      "Total Exposure Amount" means, on any date of determination (and without
duplication), the outstanding principal amount of all Loans, the aggregate
amount of all Letter of Credit Outstandings and the unfunded amount of the
Commitments.

      "Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by any Obligor substantially in the form of Exhibit C to
the applicable Security and Pledge Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Tranche" means, as the context may require, the Loans constituting Term
Loans, Revolving Loans or Swing Line Loans.

      "Transaction" is defined in the third recital.

      "type" means, relative to any Loan, the portion thereof, if any, being
maintained as an Alternate Base Rate Loan or a Eurodollar Loan.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; provided that if, with respect to any Filing Statement or
by reason of any provisions of law, the perfection or the effect of perfection
or non-perfection of the security interests granted to the Administrative Agent
pursuant to the applicable Loan Document is governed by the Uniform Commercial
Code as in effect in a jurisdiction of the United States other than New York,
UCC means the Uniform Commercial Code as in effect from time to time in such
other jurisdiction for purposes of the provisions of each Loan Document and any
Filing Statement relating to such perfection or effect of perfection or
non-perfection.

      "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

      "Unsecured Transaction Debt" means any Indebtedness (other than the
Obligations) of Holdings, Mergerco, the Borrower or any other Obligor incurred
in connection with the financing of the Acquisition (including the Tender Offer
and the Merger), whether in respect of the Bridge Loans, the New Notes or any
other Indebtedness issued in exchange or substitution therefor pursuant to the
terms thereof, as amended or otherwise modified pursuant to this Agreement.

      "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the managing body of such Person.

      "Welfare Plan" means a "welfare plan", as such term is defined in Section
3(l) of ERISA.


                                      -38-
<PAGE>
      "wholly-owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the outstanding common stock (or similar equity
interest) of which (other than any director's qualifying shares or investments
by foreign nationals mandated by applicable laws) is owned directly or
indirectly by such Person. Unless the context otherwise requires, the term
"wholly-owned Subsidiary" shall be a reference to a wholly-owned Subsidiary of
the Borrower.

      SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in each other Loan Document and the
Disclosure Schedule, and each notice and other communication delivered from time
to time in connection with any Loan Document.

      SECTION 1.3. Cross-References. Unless otherwise specified, references in a
Loan Document to any Article or Section are references to such Article or
Section of such Loan Document, and references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

      SECTION 1.4. Accounting and Financial Determinations.

            (a)   Unless otherwise specified, all accounting terms used in each
      Loan Document shall be interpreted, and all accounting determinations and
      computations thereunder (including under Section 7.2.4 and the definitions
      used in such calculations) shall be made, in accordance with those
      generally accepted accounting principles in the United States ("GAAP")
      applied in the preparation of the Borrower's financial statements for its
      Fiscal Year ended December 31, 2001, subject to any changes or amendments
      to GAAP in effect as of January 1, 2002. Unless otherwise expressly
      provided all financial covenants and defined financial terms shall be
      computed on a consolidated basis for Holdings and its Subsidiaries
      (including AMI), in each case without duplication.

            (b)   For purposes of computing the Leverage Ratio, the Interest
      Coverage Ratio and the Fixed Charge Ratio (under Section 7.2.4), such
      ratios (and any financial calculations or components required to be made
      or included therein, including EBITDA) shall be determined on a Pro Forma
      Basis.

                                   ARTICLE II
  COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, Notes AND LETTERS OF CREDIT

      SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement, the Lenders and each Issuer severally agree to make Credit
Extensions as set forth below.

      SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment.
From time to time on any Business Day occurring on and after the Closing Date
but prior to the Revolving Loan Commitment Termination Date, (i) each Lender
agrees that it will make loans (relative to such Lender, its "Revolving Loans")
to the Borrower equal to such Lender's Revolving Loan Percentage of the
aggregate amount of each Borrowing of Revolving Loans requested by the Borrower
to be made on such day, and (ii) the Swing Line Lender agrees that it


                                      -39-
<PAGE>
will make loans (its "Swing Line Loans") to the Borrower equal to the principal
amount of the Swing Line Loan requested by the Borrower to be made on such day.
The Commitment of each such Revolving Loan Lender described above is herein
referred to as its "Revolving Loan Commitment", and the Commitment of the Swing
Line Lender described above is herein referred to as its "Swing Line Loan
Commitment". On the terms and subject to the conditions hereof, the Borrower may
from time to time borrow, prepay and reborrow Revolving Loans and Swing Line
Loans. No Revolving Loan Lender shall be permitted or required to make any
Revolving Loan if, after giving effect thereto, the aggregate outstanding
principal amount of all Revolving Loans of such Revolving Loan Lender, together
with such Lender's Revolving Loan Percentage of the aggregate amount of all
Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender's
Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.
Furthermore, the Swing Line Lender shall not be permitted or required to make
Swing Line Loans if, after giving effect thereto, the aggregate outstanding
principal amount of all Swing Line Loans would exceed (x) the then existing
Swing Line Loan Commitment Amount or (y) when combined with the aggregate
outstanding principal amount of Revolving Loans and Letter of Credit
Outstandings, the then existing Revolving Loan Commitment Amount.

      SECTION 2.1.2. Letter of Credit Commitment. From time to time on any
Business Day occurring on and after the Closing Date but prior to the Revolving
Loan Commitment Termination Date, each Issuer agrees that it will (i) issue one
or more trade letters of credit or standby letters of credit (each a "Letter of
Credit") for the account of the Borrower or any Subsidiary in the Stated Amount
requested by the Borrower on such day, or (ii) extend the Stated Expiry Date of
an existing Letter of Credit previously issued hereunder. No Stated Expiry Date
shall extend beyond the earlier of (x) 30 days prior to the Revolving Loan
Commitment Termination Date in the case of trade Letters of Credit or 10 days
prior to the Revolving Loan Commitment Termination Date in the case of standby
Letters of Credit and (y) unless otherwise agreed to by the respective Issuer in
its sole discretion, 364 days from the date of such issuance or extension. No
Issuer shall be permitted or required to issue any Letter of Credit if, after
giving effect thereto, (i) the aggregate amount of all Letter of Credit
Outstandings would exceed the Letter of Credit Commitment Amount or (ii) the sum
of the aggregate amount of all Letter of Credit Outstandings plus the aggregate
principal amount of all Revolving Loans and Swing Line Loans then outstanding
would exceed the Revolving Loan Commitment Amount.

      SECTION 2.1.3. Term Loan Commitment. In a single drawing on any Business
Day occurring on or prior to the Term Loan Commitment Termination Date, each
Lender that has a Term Loan Commitment agrees that it will make loans (relative
to such Lender, its "Term Loans") to the Borrower equal to such Lender's Term
Loan Percentage of the aggregate amount of the Borrowings of Term Loans
requested by the Borrower to be made on such day. No amounts paid or prepaid
with respect to Term Loans may be reborrowed.

      SECTION 2.2. Reduction of the Commitment Amounts. The Borrower may, from
time to time on any Business Day occurring after the Closing Date, voluntarily
reduce the amount of the Revolving Loan Commitment Amount, the Swing Line Loan
Commitment Amount, the Letter of Credit Commitment Amount or the Term Loan
Commitment Amount on the Business Day so specified by the Borrower; provided
that all such reductions shall require at least one Business Day's prior notice
to the Administrative Agent and be permanent, and any partial reduction of any
Commitment Amount shall be in a minimum amount of $1,000,000 and in an


                                      -40-
<PAGE>
integral multiple of $100,000. Any optional or mandatory reduction of the
Revolving Loan Commitment Amount pursuant to the terms of this Agreement which
reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line
Loan Commitment Amount and (ii) the Letter of Credit Commitment Amount shall
result in an automatic and corresponding reduction of the Swing Line Loan
Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the
Borrower in a notice to the Administrative Agent delivered together with the
notice of such voluntary reduction in the Revolving Loan Commitment Amount or,
in the absence of such direction, pro rata based upon the respective amounts
thereof) to an aggregate amount not in excess of the Revolving Loan Commitment
Amount, as so reduced, without any further action on the part of the Swing Line
Lender or the Issuers.

      SECTION 2.3. Borrowing Procedures. Loans (other than Swing Line Loans)
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

      SECTION 2.3.1. Borrowing Procedures. In the case of Loans other than Swing
Line Loans, by delivering a Borrowing Request to the Administrative Agent not
later than 2:00 p.m. on a Business Day, the Borrower may from time to time
irrevocably request, on not less than one Business Day's notice in the case of
Alternate Base Rate Loans, or three Business Days' notice in the case of
Eurodollar Loans, and in either case not more than five Business Days' notice,
that a Borrowing be made, in the case of either Eurodollar Loans or Alternate
Base Rate Loans, in a minimum amount of either $1,000,000 and in an integral
multiple of $100,000 or the unused amount of the applicable Commitment; provided
that, subject to the Borrower's right to convert such Loans to Eurodollar Loans
pursuant to Section 2.4, all of the Loans made on the Closing Date shall be made
as Alternate Base Rate Loans. On the terms and subject to the conditions of this
Agreement, each Borrowing shall be comprised of the type of Loans, and shall be
made on the Business Day, specified in such Borrowing Request. In the case of
Loans other than Swing Line Loans, not later than 1:00 p.m. on such Business Day
each Lender that has a Commitment to make the Loans being requested shall
deposit with the Administrative Agent same day funds in an amount equal to such
Lender's Percentage of the requested Borrowing. Such deposit will be made to an
account which the Administrative Agent shall specify from time to time by notice
to the Lenders. To the extent funds are received from the Lenders, the
Administrative Agent shall promptly make such funds available to the Borrower by
wire transfer to the accounts the Borrower shall have specified in its Borrowing
Request. No Lender's obligation to make any Loan shall be affected by any other
Lender's failure to make any Loan.

      SECTION 2.3.2. Swing Line Loan Borrowing Procedures. In the case of Swing
Line Loans:

            (a)   By telephonic notice to the Swing Line Lender not later than
      12:00 noon on a Business Day (followed (within one Business Day) by the
      delivery of a confirming Borrowing Request), the Borrower may from time to
      time irrevocably request that Swing Line Loans be made by the Swing Line
      Lender in an aggregate minimum principal amount of $500,000 and in an
      integral multiple of $100,000. All Swing Line Loans shall be made as
      Alternate Base Rate Loans and shall not be entitled to be converted into
      Eurodollar Loans. The proceeds of each Swing Line Loan shall be made
      available by the Swing Line Lender to the Borrower by wire transfer to the
      account the Borrower shall


                                      -41-
<PAGE>
      have specified in its notice therefor not later than 4:00 p.m. on the
      Business Day telephonic notice is received by the Swing Line Lender.

            (b)   If (i) any Swing Line Loan shall be outstanding for more than
      three Business Days, (ii) any Swing Line Loan is or will be outstanding on
      a date when the Borrower requests that a Revolving Loan be made, or (iii)
      any Default shall occur and be continuing, then each Revolving Loan Lender
      (other than the Swing Line Lender) irrevocably agrees that it will, at the
      request of the Swing Line Lender, make a Revolving Loan (which shall
      initially be funded as an Alternate Base Rate Loan) in an amount equal to
      such Lender's Revolving Loan Percentage of the aggregate principal amount
      of all such Swing Line Loans then outstanding (such outstanding Swing Line
      Loans hereinafter referred to as the "Refunded Swing Line Loans"). Not
      later than 1:00 p.m. on the first Business Day following receipt by each
      Revolving Loan Lender of a request to make Revolving Loans as provided in
      the preceding sentence, each Revolving Loan Lender shall deposit in an
      account specified by the Swing Line Lender the amount so requested in same
      day funds and such funds shall be applied by the Swing Line Lender to
      repay the Refunded Swing Line Loans. At the time the Revolving Loan
      Lenders make the above referenced Revolving Loans the Swing Line Lender
      shall be deemed to have made, in consideration of the making of the
      Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing
      Line Lender's Revolving Loan Percentage of the aggregate principal amount
      of the Refunded Swing Line Loans. Upon the making (or deemed making, in
      the case of the Swing Line Lender) of any Revolving Loans pursuant to this
      clause (b), the amount so funded shall become outstanding under such
      Revolving Loan Lender's Revolving Note and shall no longer be owed under
      the Swing Line Note. All interest payable with respect to any Revolving
      Loans made (or deemed made, in the case of the Swing Line Lender) pursuant
      to this clause (b) shall be appropriately adjusted to reflect the period
      of time during which the Swing Line Lender had outstanding Swing Line
      Loans in respect of which such Revolving Loans were made. Each Revolving
      Loan Lender's obligation to make the Revolving Loans referred to in this
      clause (b) shall be absolute and unconditional and shall not be affected
      by any circumstance, including (i) any set-off, counterclaim, recoupment,
      defense or other right which such Lender may have against the Swing Line
      Lender, any Obligor or any Person for any reason whatsoever; (ii) the
      occurrence or continuance of any Default; (iii) any adverse change in the
      condition (financial or otherwise) of any Obligor; (iv) the acceleration
      or maturity of any Obligations or the termination of any Commitment after
      the making of any Swing Line Loan; (v) any breach of any Loan Document by
      any Person; or (vi) any other circumstance, happening or event whatsoever,
      whether or not similar to any of the foregoing.

      SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent not later than 2:00
p.m. on a Business Day, the Borrower may from time to time irrevocably elect, on
not less than one Business Day's notice in the case of conversions into
Alternate Base Rate Loans, or three Business Days' notice in the case of
continuations of or conversions into Eurodollar Loans, and in either case not
more than five Business Days' notice, that all, or any portion in an aggregate
minimum amount of $1,000,000 and in an integral multiple of $100,000 be, in the
case of Alternate Base Rate Loans, converted into Eurodollar Loans or be, in the
case of Eurodollar


                                      -42-
<PAGE>
Loans, converted into Alternate Base Rate Loans or continued as Eurodollar Loans
(in the absence of delivery of a Continuation/ Conversion Notice with respect to
any Eurodollar Loan at least three Business Days (but not more than five
Business Days) before the last day of the then current Interest Period with
respect thereto, such Eurodollar Loan shall, on such last day, automatically
convert to an Alternate Base Rate Loan); provided that (x) each such conversion
or continuation shall be pro rated among the applicable outstanding Loans of all
Lenders that have made such Loans, and (y) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into,
Eurodollar Loans when any Payment Default or Event of Default has occurred and
is continuing to the extent the Administrative Agent or Required Lenders have
notified the Borrower that the occurrence and continuance of such Payment
Default or Event of Default shall prevent the Borrower from so continuing or
converting such Loans.

      SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert Eurodollar Loans hereunder by causing
one of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such Eurodollar Loan; provided that
such Eurodollar Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such Eurodollar
Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility. In addition, for purposes
of any determination to be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it
shall be conclusively assumed that each Lender elected to fund all Eurodollar
Loans by purchasing Dollar deposits in its Eurodollar Office's interbank
eurodollar market (as such office may be changed from time to time pursuant to
Section 4.11 or otherwise).

      SECTION 2.6. Letter of Credit Issuance Procedures. By delivering to the
Administrative Agent an Issuance Request not later than 12:00 noon on a Business
Day, the Borrower may from time to time irrevocably request on not less than
three nor more than ten Business Days' notice, in the case of an initial
issuance of a Letter of Credit and not less than three Business Days' prior
notice, in the case of a request for the extension of the Stated Expiry Date of
a Letter of Credit (in each case, unless a shorter notice period is agreed to by
the applicable Issuer, in its sole discretion), that such Issuer issue, or
extend the Stated Expiry Date of, a Letter of Credit on behalf of the Borrower
(whether issued for the account of or on behalf of the Borrower or any
Subsidiary) in such form as may be requested by the Borrower and approved by
such Issuer (such approval not to be unreasonably withheld), solely for the
purposes described in Section 7.1.7. Notwithstanding anything to the contrary
contained herein or in any separate application for any Letter of Credit, the
Borrower hereby acknowledges and agrees that it shall be deemed to be the
obligor for purposes of each such Letter of Credit issued hereunder (whether the
account party on such Letter of Credit is the Borrower or a Subsidiary) and
shall be obligated to reimburse the Issuer of such Letter of Credit in
accordance with the reimbursement provisions herein. Each Letter of Credit shall
by its terms be stated to expire on a date (its "Stated Expiry Date") no later
than the earlier to occur of (i) 30 days prior to the Revolving Loan Commitment
Termination Date in the case of standby Letters of Credit or 10 days prior to
the Revolving Loan Commitment Termination Date in the case of trade Letters of
Credit or (ii) (unless otherwise agreed to by the applicable Issuer, in its sole
discretion), 364 days from the date of its issuance. The Issuer of a Letter of
Credit hereunder will make available to the beneficiary thereof the original of
such Letter of Credit which it issues.


                                      -43-
<PAGE>
      SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit, and without further action, each Revolving Loan Lender (other
than the Issuer thereof) shall be deemed to have irrevocably purchased, to the
extent of its Revolving Loan Percentage of such Letter of Credit, a
participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation with respect thereto), and such
Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage of
such Letter of Credit, be responsible for reimbursing within one Business Day
such Issuer for Reimbursement Obligations which have not been reimbursed by the
Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan
Lender shall be entitled to receive its Revolving Loan Percentage of the Letter
of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of
Credit (other than the issuance fees payable to the Issuer of such Letter of
Credit pursuant to the last sentence of Section 3.3.3) and of interest payable
pursuant to Section 2.6.2 with respect to any Reimbursement Obligation. To the
extent that any Revolving Loan Lender has reimbursed an Issuer of a Letter of
Credit for a Disbursement, such Lender shall be entitled to receive its ratable
portion of any amounts subsequently received (from the Borrower or otherwise) in
respect of such Disbursement.

      SECTION 2.6.2. Disbursements. Each Issuer of a Letter of Credit hereunder
will notify the Borrower and the Administrative Agent promptly of the
presentment for payment of such Letter of Credit, together with notice of the
date (the "Disbursement Date") such payment shall be made (each such payment, a
"Disbursement"). Subject to the terms and provisions of such Letter of Credit
and this Agreement, such Issuer shall make such payment to the beneficiary (or
its designee) of such Letter of Credit. Not later than 12:00 noon on the first
Business Day following the Disbursement Date, the Borrower will reimburse the
Administrative Agent, for the account of such Issuer, for all amounts which such
Issuer has disbursed under such Letter of Credit in good faith, together with
interest thereon at a rate per annum equal to the rate per annum then in effect
for Alternate Base Rate Loans (with the then Applicable Margin for Revolving
Loans accruing on such amount) pursuant to Section 3.2 for the period from the
Disbursement Date through the date of such reimbursement. Without limiting in
any way the foregoing and notwithstanding anything to the contrary contained
herein or in any separate application for any Letter of Credit, the Borrower
hereby acknowledges and agrees that it shall be obligated to reimburse each
Issuer upon each Disbursement by such Issuer of a Letter of Credit made by such
Issuer in good faith, and it shall be deemed to be the obligor for purposes of
each such Letter of Credit issued hereunder (whether the account party on such
Letter of Credit is the Borrower or a Subsidiary).

      SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the Borrower under Section 2.6.2 to reimburse each Issuer
hereunder with respect to each Disbursement (including interest thereon) under
Letters of Credit issued by such Issuer, and, upon the failure of the Borrower
to reimburse such Issuer therefor, each Revolving Loan Lender's obligation under
Section 2.6.1 to reimburse such Issuer, shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower or such Revolving Loan Lender, as the case
may be, may have or have had against such Issuer or any Lender, including any
defense based upon the failure of any Disbursement to conform to the terms of
the applicable Letter of Credit (if, in an Issuer's good faith opinion, such
Disbursement is determined to be appropriate) or any non-application or
misapplication by the beneficiary of the proceeds of such Letter of Credit so
long


                                      -44-
<PAGE>
as such Disbursement is made in good faith; provided that after paying in full
its Reimbursement Obligation hereunder, nothing herein shall adversely affect
the right of the Borrower or such Lender, as the case may be, to commence any
proceeding against an Issuer for any wrongful Disbursement made by such Issuer
under a Letter of Credit as a result of acts or omissions constituting gross
negligence or willful misconduct on the part of the Issuer.

      SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Default under Section 8.1.9 or, upon notification by the
Administrative Agent (acting at the direction of the Required Lenders) to the
Borrower of its obligations under this Section, at any time following the
occurrence and during the continuation of any other Event of Default, (i) the
aggregate Stated Amount of all Letters of Credit shall, without demand upon or
notice to the Borrower or any other Person, be deemed to have been paid or
disbursed by the applicable Issuers of such Letters of Credit (notwithstanding
that such amount may not in fact have been paid or disbursed), and (ii) the
Borrower shall be immediately obligated to deposit with the Administrative Agent
the amount deemed to have been so paid or disbursed by the Issuers. Amounts
payable by the Borrower pursuant to this Section shall be deposited in
immediately available funds with the Administrative Agent and held as collateral
security for the Reimbursement Obligations. When all Defaults giving rise to the
deemed disbursements under this Section have been cured or waived the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section which have not been
applied to the satisfaction of actual Reimbursement Obligations not arising by
operation of this Section 2.6.4.

      SECTION 2.6.5. Nature of Reimbursement Obligations. Each Obligor and, to
the extent set forth in Section 2.6.1, each Revolving Loan Lender shall assume
all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. No Issuer (except to the extent of its own bad faith, gross
negligence or willful misconduct) shall be responsible for:

            (a)   the form, validity, sufficiency, accuracy, genuineness or
      legal effect of any Letter of Credit or any document submitted by any
      party in connection with the application for and issuance of a Letter of
      Credit, even if it should in fact prove to be in any or all respects
      invalid, insufficient, inaccurate, fraudulent or forged;

            (b)   the form, validity, sufficiency, accuracy, genuineness or
      legal effect of any instrument transferring or assigning or purporting to
      transfer or assign a Letter of Credit or the rights or benefits thereunder
      or the proceeds thereof in whole or in part, which may prove to be invalid
      or ineffective for any reason;

            (c)   failure of the beneficiary to comply fully with conditions
      required in order to demand payment under a Letter of Credit;

            (d)   errors, omissions, interruptions or delays in transmission or
      delivery of any messages, by mail, telecopier, cable, telegraph, telex or
      otherwise; or

            (e)   any loss or delay in the transmission or otherwise of any
      document or draft required in order to make a Disbursement under a Letter
      of Credit.


                                      -45-
<PAGE>
      SECTION 2.7.      Register; Notes.

            (a)   Each Lender may maintain in accordance with its usual practice
      an account or accounts evidencing the Indebtedness of the Borrower to such
      Lender resulting from each Loan made by such Lender, including the amounts
      of principal and interest payable and paid to such Lender from time to
      time hereunder. In the case of a Lender that does not request, pursuant to
      clause (c) below, execution and delivery of a Note evidencing the Loans
      made by such Lender to the Borrower, such account or accounts shall, to
      the extent not inconsistent with the notations made by the Administrative
      Agent in the Register, be conclusive and binding on the Borrower absent
      manifest error; provided that the failure of any Lender to maintain such
      account or accounts shall not limit or otherwise affect any Obligations of
      the Borrower or any other Obligor.

            (b)   The Borrower hereby designates the Administrative Agent to
      serve as the Borrower's agent, solely for the purpose of this clause (b),
      to maintain a register (the "Register") in which the Administrative Agent
      will record each Lender's Commitments, the Loans made by each Lender and
      each repayment in respect of the principal amount of the Loans of each
      Lender and annexed to which the Administrative Agent shall retain a copy
      of each Lender Assignment Agreement delivered to the Administrative Agent
      pursuant to Section 11.11. Failure to make any recordation, or any error
      in such recordation, shall not affect the Borrower's obligation in respect
      of such Loans. The entries in the Register shall be conclusive, in the
      absence of manifest error, and the Borrower, the Administrative Agent and
      the Lenders shall treat each Person in whose name a Loan (and as provided
      in clause (c) the Note evidencing such Loan, if any) is registered as the
      owner thereof for all purposes of this Agreement, notwithstanding notice
      or any provision herein to the contrary. A Lender's Commitment and the
      Loans made pursuant thereto may be assigned or otherwise transferred in
      whole or in part only by registration of such assignment or transfer in
      the Register. Any assignment or transfer of a Lender's Commitment and/or
      the Loans made pursuant thereto shall be registered in the Register only
      upon delivery to the Administrative Agent of a Lender Assignment Agreement
      duly executed by the assignor and assignee thereof. No assignment or
      transfer of a Lender's Commitment or the Loans made pursuant thereto shall
      be effective unless such assignment or transfer shall have been recorded
      in the Register by the Administrative Agent as provided in this Section.

            (c)   The Borrower agrees that, upon the request to the
      Administrative Agent by any Lender, the Borrower will execute and deliver
      to such Lender, as applicable, a Revolving Note, Term Note and/or Swing
      Line Note evidencing the Loans made by such Lender. The Borrower hereby
      irrevocably authorizes each Lender to make (or cause to be made)
      appropriate notations on the grid attached to such Lender's Notes (or on
      any continuation of such grid), which notations, if made, shall evidence,
      inter alia, the date of, the outstanding principal amount of, and the
      interest rate and Interest Period applicable to the Loans evidenced
      thereby. Such notations shall, to the extent not inconsistent with the
      notations made by the Administrative Agent in the Register, be conclusive
      and binding on the Borrower absent manifest error; provided that the
      failure of any Lender to make any such notations or any error in any such
      notation shall not limit or otherwise affect any


                                      -46-
<PAGE>
      Obligations of any Obligor. The Loans evidenced by any such Note and
      interest thereon shall at all times (including after assignment pursuant
      to Section 11.11) be represented by one or more Notes payable to the order
      of the payee named therein and its registered assigns. A Note and the
      obligation evidenced thereby may be assigned or otherwise transferred in
      whole or in part only by registration of such assignment or transfer of
      such Note and the obligation evidenced thereby in the Register (and each
      Note shall expressly so provide). Any assignment or transfer of all or
      part of an obligation evidenced by a Note shall be registered in the
      Register only upon surrender for registration of assignment or transfer of
      the Note evidencing such obligation, accompanied by a Lender Assignment
      Agreement duly executed by the assignor thereof, and thereupon, if
      requested by the assignee, one or more new Notes shall be issued to the
      designated assignee and the old Note shall be returned by the
      Administrative Agent to the Borrower marked "exchanged". No assignment of
      a Note and the obligation evidenced thereby shall be effective unless it
      shall have been recorded in the Register by the Administrative Agent as
      provided in this Section.

                                  ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION 3.1.      Repayments and Prepayments; Application.  The Borrower
agrees that the Loans shall be repaid and prepaid pursuant to the following
terms.

      SECTION 3.1.1.    Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the applicable Stated
Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall
or may be made as set forth below.

            (a)   From time to time on any Business Day, the Borrower may make a
      voluntary prepayment, in whole or in part, of the outstanding principal
      amount of any

                  (i)   Loans (other than Swing Line Loans); provided that (A)
            any such prepayment of the Term Loans shall be made pro rata among
            Term Loans of the same type and, if applicable, having the same
            Interest Period of all Lenders that have made such Term Loans, (to
            be applied as set forth in Section 3.1.2), and any such prepayment
            of Revolving Loans shall be made pro rata among the Revolving Loans
            of the same type and, if applicable, having the same Interest Period
            of all Lenders that have made such Revolving Loans; (B) all such
            voluntary prepayments shall require at least one but no more than
            five Business Days' prior written notice to the Administrative
            Agent; and (C) all such voluntary partial prepayments shall be, in
            the case of Eurodollar Loans, in an aggregate minimum amount of
            $1,000,000 and in an integral multiple of $100,000 and, in the case
            of Alternate Base Rate Loans, in an aggregate minimum amount of
            $1,000,000 and in an integral multiple of $100,000; and

                  (ii)  Swing Line Loans; provided that (A) all such voluntary
            prepayments shall require prior telephonic notice to the Swing Line
            Lender not later than 2:00 p.m. on the day of such prepayment (such
            notice to be confirmed


                                      -47-
<PAGE>
            in writing within 24 hours thereafter); and (B) all such voluntary
            partial prepayments shall be in an aggregate minimum amount of
            $500,000 and in an integral multiple of $100,000.

            (b)   On each date when the sum of (i) the aggregate outstanding
      principal amount of all Revolving Loans and Swing Line Loans and (ii) the
      aggregate amount of all Letter of Credit Outstandings exceeds the
      Revolving Loan Commitment Amount (as it may be reduced from time to time
      pursuant to this Agreement), the Borrower shall make a mandatory
      prepayment of Revolving Loans or Swing Line Loans (or both) and, if
      necessary, Cash Collateralize Letter of Credit Outstandings, in an
      aggregate amount equal to such excess.

            (c)   With respect to the Term Loans, (i) on each Quarterly Payment
      Date occurring during the period commencing on (and including) December
      31, 2002 through and including June 30, 2008, the Borrower shall make a
      scheduled repayment of the aggregate outstanding principal amount, if any,
      of all Term Loans in an aggregate amount equal to $312,500, and (ii) on
      each Quarterly Payment Date occurring thereafter and on the Stated
      Maturity Date for Term Loans, the Borrower shall make a scheduled
      repayment of the aggregate outstanding principal amount, if any, of all
      Term Loans in an aggregate amount equal to $29,453,125 (in each case as
      such amounts may have been reduced pursuant to clause (b) of Section
      3.1.2).

            (d)   Following the receipt by Holdings or any of its Subsidiaries
      of any Casualty Proceeds in excess of $1,000,000 (individually or in the
      aggregate when taken together with all other Casualty Proceeds and all Net
      Disposition Proceeds) over the course of a Fiscal Year, the Borrower shall
      deliver to the Administrative Agent a calculation of the amount of such
      Casualty Proceeds and make a mandatory prepayment of the Term Loans in an
      amount equal to 100% of such Casualty Proceeds within 30 days of the
      receipt thereof to be applied as set forth in Section 3.1.2; provided that
      no mandatory prepayment on account of Casualty Proceeds shall be required
      under this clause if the Borrower informs the Administrative Agent in
      writing no later than 30 days following receipt of such Casualty Proceeds
      of its or such Subsidiary's good faith intention to apply such Casualty
      Proceeds to the rebuilding or replacement of the damaged, destroyed or
      condemned assets or property and the Borrower or such Subsidiary in fact
      uses such Casualty Proceeds to rebuild or replace such assets or property
      within 360 days following the receipt of such Casualty Proceeds, with the
      amount of such Casualty Proceeds unused after such 360-day period being
      applied to the repayment of Term Loans pursuant to Section 3.1.2;
      provided, further, that at any time when any Payment Default or Event of
      Default shall have occurred and be continuing, all Casualty Proceeds
      (together with Net Disposition Proceeds not applied as provided in clause
      (e) below) shall be deposited in an account maintained with the
      Administrative Agent to pay for such rebuilding, replacement or use
      whenever no Payment Default or Event of Default is then continuing or
      except as otherwise agreed to by the Administrative Agent for disbursement
      at the request of the Borrower or such Subsidiary, as the case may be.


                                      -48-
<PAGE>
            (e)   Following the receipt by Holdings or any of its Subsidiaries
      of any Net Disposition Proceeds in excess of $1,000,000 (individually or
      in the aggregate when taken together with all other Net Disposition
      Proceeds and all Casualty Proceeds) over the course of a Fiscal Year, the
      Borrower shall deliver to the Administrative Agent a calculation of the
      amount of such Net Disposition Proceeds and make a mandatory prepayment of
      the Term Loans in an amount equal to 100% of such Net Disposition Proceeds
      within one Business Day of the receipt thereof to be applied as set forth
      in Section 3.1.2; provided that no mandatory prepayment on account of Net
      Disposition Proceeds shall be required under this clause (e) either (i) if
      the Borrower informs the Administrative Agent in writing promptly
      following the receipt of such Net Disposition Proceeds of its or such
      Subsidiary's good faith intention to reinvest such Net Disposition
      Proceeds in assets or property that will be used or useful in its business
      and the Borrower or such Subsidiary in fact so reinvests such Net
      Disposition Proceeds within 360 days following the receipt of such Net
      Disposition Proceeds, with the amount of such Net Disposition Proceeds not
      so reinvested after such 360-day period being applied to the repayment of
      Term Loans pursuant to Section 3.1.2 or (ii) to the extent of the
      outstanding aggregate principal amount of the Bridge Loans, if such Net
      Disposition Proceeds are in respect of the AmerCable Disposition, so long
      as such Net Disposition Proceeds are applied to repay the Bridge Loans or,
      if the Merger Closing Date has not yet then occurred, deposited in an
      account maintained with the Administrative Agent pending application to
      repayment of the Bridge Loans on the Merger Closing Date; provided further
      that at any time when any Payment Default or Event of Default shall have
      occurred and be continuing, all Net Disposition Proceeds (together with
      Casualty Proceeds not applied as provided in clause (d) above) shall be
      deposited in an account maintained with the Administrative Agent to be so
      used whenever no Payment Default or Event of Default is then continuing or
      except as otherwise agreed to by the Administrative Agent for disbursement
      at the request of the Borrower.

            (f)   No later than five Business Days following the delivery of its
      annual audited financial reports required pursuant to clause (b) of
      Section 7.1.1, the Borrower shall deliver to the Agents a calculation of
      the Excess Cash Flow for the Fiscal Year then last ended and make a
      mandatory prepayment of the Term Loans in an amount equal to the
      applicable ECF Percentage of Excess Cash Flow (if any) for such Fiscal
      Year, to be applied as set forth in Section 3.1.2.

            (g)   Concurrently with the receipt by Holdings, the Borrower or any
      Subsidiary of any Net Debt Proceeds, the Borrower shall deliver to the
      Administrative Agent a calculation of the amount of such Net Debt
      Proceeds, and make a mandatory prepayment of the Term Loans in an amount
      equal to 100% of such Net Debt Proceeds to be applied as set forth in
      Section 3.1.2; provided that no such mandatory prepayment with respect to
      any such Net Debt Proceeds received after the Closing Date shall be
      required to the extent (but only to the extent) such Net Debt Proceeds are
      received from the issuance of Unsecured Transaction Debt and are used for
      purposes of paying or prepaying Bridge Loans.

            (h)   Concurrently with the receipt by Holdings of any Net Equity
      Proceeds, the Borrower shall deliver to the Administrative Agent a
      calculation of the amount of such


                                      -49-
<PAGE>
      Net Equity Proceeds and make a mandatory prepayment of the Term Loans in
      an amount equal to 50% of such Net Equity Proceeds to be applied as set
      forth in Section 3.1.2; provided that no such mandatory prepayment with
      respect to any such Net Equity Proceeds shall be required (i) to the
      extent such Net Equity Proceeds are used solely to repay or prepay
      outstanding Bridge Loans (together with all breakage costs and related
      fees and expenses (if any) payable under the Bridge Loan Agreement) or
      (ii) if the Leverage Ratio was less than 2.00:1 as of the last day of the
      most recent Fiscal Quarter for which a Compliance Certificate was
      delivered pursuant to clause (c) of Section 7.1.1.

            (i)   Immediately upon any acceleration of any Loans pursuant to
      Section 8.2 or Section 8.3, the Borrower shall repay all the Loans,
      unless, pursuant to Section 8.3, only a portion of all the Loans is so
      accelerated (in which case the portion so accelerated shall be so repaid).

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4.

      SECTION 3.1.2.    Application.  Amounts prepaid pursuant to Section 3.1.1
shall be applied as set forth in this Section.

            (a)   Subject to clause (b), each prepayment or repayment of the
      principal of the Loans shall be applied, to the extent of such prepayment
      or repayment, first, to the principal amount thereof being maintained as
      Alternate Base Rate Loans, and second, subject to the terms of Section
      4.4, to the principal amount thereof being maintained as Eurodollar Loans.

            (b)   Each prepayment of Term Loans made pursuant to clauses (a),
      (d), (e), (f), (g) and (h) of Section 3.1.1 shall be applied (i) first, to
      a mandatory prepayment of the outstanding principal amount of all Term
      Loans (with the amount of such prepayment of the Term Loans being applied
      to the remaining scheduled amortization payments of the Term Loans, pro
      rata against such remaining Term Loan amortization payments, unless the
      Borrower notifies the Administrative Agent, in writing, at the time of
      such mandatory prepayment, of its election to apply such amounts (in which
      event such amounts will be applied) in direct order of such scheduled
      amortization payments, and (ii) second, once all Term Loans have been
      repaid in full, to the repayment of any outstanding Revolving Loans (with
      no corresponding reduction to the Revolving Loan Commitment Amount).

      SECTION 3.2.      Interest Provisions.  Interest on the outstanding
principal amount of Loans shall accrue and be payable by the Borrower in
accordance with the terms set forth below.

      SECTION 3.2.1.    Rates. Subject to Section 2.3.2, pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice, the
Borrower may elect that Loans comprising a Borrowing accrue interest at a rate
per annum (i) on that portion maintained from time to time as an Alternate Base
Rate Loan, equal to the sum of the Alternate Base Rate from time to time in
effect plus the Applicable Margin; provided that Swing Line Loans shall always
accrue interest at the then effective Applicable Margin for Revolving Loans
maintained as Alternate Base Rate Loans, and (ii) on that portion maintained as
a Eurodollar Loan, during each


                                      -50-
<PAGE>
Interest Period applicable thereto, equal to the sum of the Eurodollar Rate for
such Interest Period plus the Applicable Margin. All Eurodollar Loans shall bear
interest from and including the first day of the applicable Interest Period to
(but not including) the last day of such Interest Period at the interest rate
determined as applicable to such Eurodollar Loan.

      SECTION     3.2.2. Post-Maturity Rates. After the date any principal
amount of any Loan or Reimbursement Obligation is due and payable (whether on
the Stated Maturity Date, upon acceleration or otherwise), or after any other
monetary Obligation of the Borrower shall have become due and payable, the
Borrower shall pay interest (after as well as before judgment) on such
delinquent amounts at a rate per annum equal to 2% plus the higher of (i) the
Alternate Base Rate from time to time in effect plus the Applicable Margin for
Alternate Base Rate Loans and (ii) the rate otherwise applicable to such Loan or
other monetary Obligation.

      SECTION 3.2.3.    Payment Dates.  Interest accrued on each Loan shall be
payable, without duplication:

            (a)   on the Stated Maturity Date therefor;

            (b)   on the date of any payment or prepayment, in whole or in part,
      of principal outstanding on such Loan on the principal amount so paid or
      prepaid;

            (c)   with respect to Alternate Base Rate Loans, on each Quarterly
      Payment Date occurring after the Closing Date;

            (d)   with respect to Eurodollar Loans, on the last day of each
      applicable Interest Period (and, if such Interest Period shall exceed
      three months, on the date occurring on each three-month interval occurring
      after the first day of such Interest Period);

            (e)   with respect to any Alternate Base Rate Loans converted into
      Eurodollar Loans on a day when interest would not otherwise have been
      payable pursuant to clause (c), on the date of such conversion; and

            (f)   on that portion of any Loans the Stated Maturity Date of which
      is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon
      such acceleration.

Interest accrued on Loans or other monetary Obligations after the date such
amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

            SECTION 3.3.      Fees.  The Borrower agrees to pay the fees set
forth below. Except as otherwise provided in the Agents' Fee Letter, all such
fees shall be non-refundable.

            SECTION 3.3.1.    Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Loan Lender, for the
period (including any portion thereof when the Revolving Loan Commitment is
suspended by reason of the Borrower's inability to satisfy any condition of
Section 5.1 or 5.2) commencing on the Closing Date and continuing through the
Revolving Loan Commitment Termination Date, a commitment fee in an


                                      -51-
<PAGE>
amount equal to the Applicable Commitment Fee, in each case on such Lender's
Revolving Loan Percentage of the sum of the average daily unused portion of the
Revolving Loan Commitment Amount (net of Letter of Credit Outstandings). All
commitment fees payable pursuant to this Section shall be payable by the
Borrower in arrears on each Quarterly Payment Date, commencing with the first
Quarterly Payment Date following the Closing Date and on the Revolving Loan
Commitment Termination Date. Payments by the Borrower to the Swing Line Lender
in respect of accrued interest on any Swing Line Loan shall be net of the
commitment fee payable in respect of the Swing Line Lender's Revolving Loan
Commitment (or, in the case such Revolving Loan Commitment exceeds the aggregate
principal amount of such Swing Line Loan, the portion of such Revolving Loan
Commitment equal to such aggregate principal amount) for the period during which
such Swing Line Loan was outstanding.

      SECTION 3.3.2.    Agents' Fee.  The Borrower agrees to pay the fees in the
amounts and on the dates set forth in the Agents' Fee Letter.

      SECTION 3.3.3.    Letter of Credit Fees. The Borrower agrees to pay to the
Administrative Agent, for the pro rata account of each Revolving Loan Lender, a
Letter of Credit fee in an amount per annum equal to the then effective
Applicable Margin for Revolving Loans maintained as Eurodollar Loans, multiplied
by the Stated Amount of each such Letter of Credit, such fees being payable
quarterly in arrears on each Quarterly Payment Date following the date of
issuance of each Letter of Credit and on the Revolving Loan Commitment
Termination Date. The Borrower further agrees to pay to each Issuer (subject to
the proviso to this sentence) quarterly in arrears on each Quarterly Payment
Date following the date of each issuance and extension of each Letter of Credit
issued or extended by such Issuer and on the Revolving Loan Commitment
Termination Date, a facing fee in an amount equal to 1/8 of 1% per annum on the
Stated Amount of such Letter of Credit; provided that, if on the date any Letter
of Credit is issued and on each anniversary thereof the facing fee which would
accrue with respect to such Letter of Credit over the succeeding 365 days
(assuming such Letter of Credit would remain undrawn until its Stated Expiry
Date) would be less than $500, the Borrower shall pay such Issuer a facing fee
of $500 with respect to such Letter of Credit in advance on the date of such
issuance or anniversary. In addition to the fees described in the preceding two
sentences of this Section 3.3.3, the Borrower agrees to pay to each Issuer its
customary processing fees for issuing, modifying and making payment under each
Letter of Credit issued by it.

                                   ARTICLE IV
                     CERTAIN EURODOLLAR AND OTHER PROVISIONS

      SECTION 4.1.      Eurodollar Lending Unlawful. If any Lender shall in good
faith determine (which determination shall, upon notice thereof to the Borrower
and the Administrative Agent, be conclusive and binding on the Borrower) that
the introduction of or any change in or in the interpretation of any law makes
it unlawful, or any Governmental Authority asserts that it is unlawful, for such
Lender to make or continue any Loan as, or to convert any Loan into, a
Eurodollar Loan, the obligations of such Lender to make, continue or convert any
such Eurodollar Loan shall, upon such determination, forthwith be suspended
until such Lender shall notify the Administrative Agent that the circumstances
causing such suspension no longer exist, and all outstanding Eurodollar Loans
payable to such Lender shall

                                      -52-
<PAGE>
automatically convert into Alternate Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law
or assertion.

      SECTION 4.2.      Deposits Unavailable.  If the Administrative Agent shall
have determined that

            (a)   Dollar deposits in the relevant amount and for the relevant
      Interest Period are not available to it in the interbank eurodollar
      market; or

            (b)   by reason of circumstances affecting the interbank eurodollar
      market, adequate means do not exist for ascertaining the interest rate
      applicable hereunder to Eurodollar Loans;

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, Eurodollar Loans shall
forthwith be suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer exist.

      SECTION 4.3.      Increased Eurodollar Loan Costs, etc. The Borrower
agrees to reimburse each Lender for any increase in the cost to such Lender of,
or any reduction in the amount of any sum receivable by such Lender in respect
of, such Lender's Commitments hereunder in respect of Eurodollar Loans
(including the making, continuing or maintaining (or of such Lender's obligation
to make or continue) any Eurodollar Loans) that arise in connection with any
change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in after the Closing Date of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any Governmental Authority, except for such changes with respect to
increased capital costs and Taxes which are governed by Sections 4.5 and 4.6,
respectively. Each affected Lender shall promptly notify the Administrative
Agent and the Borrower in writing of the occurrence of any such event, stating,
in reasonable detail, the reasons therefor and the additional amount required
fully to compensate such Lender for such increased cost or reduced amount. Such
additional amounts shall be payable by the Borrower directly to such Lender
within five days of its receipt of such notice, and such notice shall, in the
absence of manifest error, be conclusive and binding on the Borrower.

      SECTION 4.4.      Funding Losses. In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make or continue any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a Eurodollar Loan
(but excluding any loss of margin after the date of the relevant conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of

            (a)   any conversion or repayment or prepayment of the principal
      amount of any Eurodollar Loan on a date other than the scheduled last day
      of the Interest Period applicable thereto, whether pursuant to Article III
      or otherwise;

            (b)   any Loans not being made as Eurodollar Loans in accordance
      with the Borrowing Request therefor; or


                                      -53-

<PAGE>
            (c)   any Loans not being continued as, or converted into,
      Eurodollar Loans in accordance with the Continuation/Conversion Notice
      therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

      SECTION 4.5.      Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any Governmental Authority affects
or would affect the amount of capital required or expected to be maintained by
any Lender or any Person controlling such Lender, and such Lender determines (in
its good faith discretion) that the rate of return on its or such controlling
Person's capital as a consequence of the Commitments or the Credit Extensions
made, or the Letters of Credit participated in, by such Lender is reduced to a
level below that which such Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then upon notice from
time to time by such Lender to the Borrower, the Borrower shall within five days
following receipt of such notice pay directly to such Lender additional amounts
sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return. A statement of such Lender as to any such
additional amount or amounts and setting forth in reasonable detail the
calculation thereof shall, in the absence of manifest error, be conclusive and
binding on the Borrower. In determining such amount, such Lender may use any
reasonable method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable; provided that such Lender may not impose
materially greater costs on the Borrower than on any similarly situated borrower
by virtue of any such averaging or attribution method.

      SECTION 4.6.      Taxes.  The Borrower covenants and agrees as follows
with respect to Taxes.

            (a)   Any and all payments by the Borrower under each Loan Document
      shall be made without setoff, counterclaim or other defense, and free and
      clear of, and without deduction or withholding for or on account of, any
      Taxes. In the event that any Taxes are required by any law or Governmental
      Authority to be deducted or withheld from any payment required to be made
      by the Borrower to or on behalf of the Administrative Agent or any Lender
      under any Loan Document, then:

                  (i)   subject to clause (f), if such Taxes are Non-Excluded
            Taxes, the amount of such payment shall be increased as may be
            necessary such that such payment is made, after withholding or
            deduction for or on account of such Taxes, in an amount that is not
            less than the amount provided for in such Loan Document; and

                  (ii)  the Borrower shall withhold the full amount of such
            Taxes from such payment (as increased pursuant to clause (a)(i)) and
            shall pay


                                      -54-
<PAGE>
            such amount to the Governmental Authority imposing such Taxes in
            accordance with applicable law.

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

            (c)   As promptly as practicable after the payment of any Taxes or
      Other Taxes, and in any event within 45 days of any such payment being
      due, the Borrower shall furnish to the Administrative Agent a copy of an
      official receipt (or a certified copy thereof (or, if such copy or copy
      thereof is not available from the relevant taxing authority within 45 days
      of such payment being due, within 5 days of the day on which such copy or
      copy thereof is first available from the relevant taxing authority)),
      evidencing the payment of such Taxes or Other Taxes. The Administrative
      Agent shall make copies thereof available to any Lender upon request
      therefor.

            (d)   Subject to clause (f), the Borrower shall indemnify each Agent
      and each Lender for any Non-Excluded Taxes and Other Taxes levied, imposed
      or assessed on (and whether or not paid directly by) such Agent or Lender
      (whether or not such Non-Excluded Taxes or Other Taxes are correctly or
      legally asserted by the relevant Governmental Authority). Promptly upon
      having knowledge that any such Non-Excluded Taxes or Other Taxes have been
      levied, imposed or assessed, and promptly upon notice thereof by any Agent
      or Lender, the Borrower shall pay such Non-Excluded Taxes or Other Taxes
      directly to the relevant Governmental Authority (provided that no Agent or
      Lender shall be under any obligation to provide any such notice to the
      Borrower). In addition, the Borrower shall indemnify each Agent and each
      Lender for any incremental Taxes that may become payable by such Agent or
      Lender as a result of any failure of the Borrower to pay any Taxes when
      due to the appropriate Governmental Authority (except to the extent such
      incremental Taxes result solely from the failure of the Secured Party to
      give notice to the Borrower of Taxes subject to indemnity under this
      clause (d) and the Borrower did not otherwise have knowledge of such
      Taxes) or to deliver to the Administrative Agent, pursuant to clause (c),
      documentation evidencing the payment of Taxes or Other Taxes. With respect
      to indemnification for Non-Excluded Taxes and Other Taxes actually paid by
      any Agent or Lender or the indemnification provided in the immediately
      preceding sentence, such indemnification shall be made within 30 days
      after the date such Agent or Lender makes written demand therefor. The
      Borrower acknowledges that any payment made to any Agent or Lender or to
      any Governmental Authority in respect of the indemnification obligations
      of the Borrower provided in this clause shall constitute a payment in
      respect of which the provisions of clause (a) and this clause shall apply.

            (e)   Each Non-Domestic Lender, on or prior to the date on which
      such Non-Domestic Lender becomes a Lender hereunder, shall deliver to the
      Borrower and the Administrative Agent either

                  (iii) two materially accurate and duly completed copies of
            either (A) Internal Revenue Service Form W-8BEN claiming benefits of
            an


                                      -55-
<PAGE>
            income tax treaty (or an applicable successor form) or (B) Internal
            Revenue Service Form W-8ECI (or an applicable successor form); or

                  (iv)  in the case of a Non-Domestic Lender that is not legally
            entitled to deliver either form listed in clause (e)(i), (x) a
            certificate of a duly authorized officer of such Non-Domestic Lender
            to the effect that such Non-Domestic Lender is not (A) a "bank"
            within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10
            percent shareholder" of the Borrower within the meaning of Section
            881(c)(3)(B) of the Code, or (C) a controlled foreign corporation
            receiving interest from a related person within the meaning of
            Section 881(c)(3)(C) of the Code (such certificate, an "Exemption
            Certificate"), (y) two materially accurate and duly completed copies
            of Internal Revenue Service Form W-8BEN (or applicable successor
            form) and (z) such forms that establish a complete exemption from
            United States withholding tax with respect to any payment hereunder
            other than principal and interest.

      In addition, each Non-Domestic 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 to the Borrower or the Administrative Agent two materially
      accurate and duly completed original signed replacement copies of, as
      applicable, such form or forms and an Exemption Certificate, or it shall
      immediately notify the Borrower and the Administrative Agent of its
      inability to deliver any such form or Exemption Certificate.

            (f)   The Borrower shall not be obligated to gross up any payments
      to any Agent or any Lender pursuant to clause (a)(i), or to indemnify any
      Agent or any Lender pursuant to clause (d), in respect of United States
      federal withholding taxes to the extent imposed as a result of (i) the
      failure of any Agent or Lender to deliver to the Borrower the form or
      forms and/or an Exemption Certificate, as applicable to such Agent or
      Lender, pursuant to clause (e), (ii) such form or forms and/or Exemption
      Certificate not establishing a complete exemption from U.S. federal
      withholding tax or the information or certifications made therein by such
      Agent or such Lender being untrue or inaccurate on the date delivered in
      any material respect, or (iii) the Lender designating a successor lending
      office at which it maintains its Loans which has the effect of causing
      such Agent or Lender to become obligated for tax payments in excess of
      those in effect immediately prior to such designation; provided that the
      Borrower shall be obligated to gross up any payments, excluding payments
      other than principal and interest made to a Non-Domestic Lender providing
      forms under clause (e)(ii), to any such Agent or Lender pursuant to clause
      (a)(i), and to indemnify any such Agent or Lender pursuant to clause (d),
      in respect of United States federal withholding taxes if (i) any such
      failure to deliver a form or forms or an Exemption Certificate or the
      failure of such form or forms or Exemption Certificate to establish a
      complete exemption from U.S. federal withholding tax or inaccuracy or
      untruth contained therein resulted from a change in any applicable
      statute, treaty, regulation or other applicable law or any case law,
      revenue ruling or notice or pronouncement by a Governmental Authority
      interpreting any of the foregoing occurring after the Closing Date, which
      change rendered such Agent or Lender no longer legally


                                      -56-
<PAGE>
      entitled to deliver such form or forms or Exemption Certificate or
      otherwise ineligible for a complete exemption from U.S. federal
      withholding tax, or rendered the information or certifications made in
      such form or forms or Exemption Certificate untrue or inaccurate in a
      material respect or (ii) the obligation to gross up payments to any such
      Agent or Lender pursuant to clause (a)(i) or to indemnify any such Agent
      or Lender pursuant to clause (d) is with respect to an Assignee Lender
      that becomes an Assignee Lender as a result of an assignment made at the
      request of the Borrower.

            (g)   If the Administrative Agent or any Lender receives a refund in
      respect of Taxes as to which it has been grossed up by the Borrower
      pursuant to clause (a)(i) or indemnified by the Borrower pursuant to
      clause (d) and the Administrative Agent or the Lender, as applicable,
      determines in its sole, good faith judgment that such refund is
      attributable to such gross up or indemnification, then the Lender or the
      Administrative Agent, as the case may be, shall pay such amount to the
      Borrower as the Lender or the Administrative Agent determines to be the
      proportion of the refund as will leave it, after such payment, in no
      better or worse financial position with respect to Tax liabilities and
      related expenses than it would have been in absent such payment. Neither
      the Lenders nor the Administrative Agent shall be obligated to disclose
      information regarding its tax affairs or computations to the Borrower in
      connection with this clause (g) or any other provision of this Section
      4.6.

      SECTION 4.7.      Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrower pursuant to each Loan
Document shall be made by the Borrower to the Administrative Agent for the pro
rata account of the Administrative Agent and the Lenders entitled to receive
such payment. All payments shall be made without setoff, deduction or
counterclaim not later than 12:00 noon on the date due in same day or
immediately available funds to such account as the Administrative Agent shall
specify from time to time by notice to the Borrower. Funds received after that
time shall be deemed to have been received by the Administrative Agent on the
next succeeding Business Day. The Administrative Agent shall promptly remit in
same day funds to each Lender its share, if any, of such payments received by
the Administrative Agent for the account of such Lender. All interest (including
interest on Eurodollar Loans) and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on an Alternate Base
Rate Loan, 365 days or, if appropriate, 366 days). Payments due on a day other
than a Business Day shall (except as otherwise required by clause (iii) of the
definition of the term "Interest Period") be made on the next succeeding
Business Day and such extension of time shall be included in computing interest
and fees in connection with that payment.

      SECTION 4.8.      Sharing of Payments. If any Secured Party shall obtain
any payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Credit Extension or Reimbursement
Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6)
in excess of its pro rata share of payments obtained by all Secured Parties,
such Secured Party shall purchase from the other Secured Parties such
participations in Credit Extensions made by them as shall be necessary to cause
such purchasing Secured Party to share the excess payment or other recovery
ratably (to the extent such other Secured Parties were entitled to receive a
portion of such payment or recovery) with each of them; provided that if all


                                      -57-
<PAGE>
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Secured Party, the purchase shall be rescinded and each
Secured Party which has sold a participation to the purchasing Secured Party
shall repay to the purchasing Secured Party the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Secured
Party's ratable share (according to the proportion of (a) the amount of such
selling Secured Party's required repayment to the purchasing Secured Party to
(b) total amount so recovered from the purchasing Secured Party) of any interest
or other amount paid or payable by the purchasing Secured Party in respect of
the total amount so recovered. The Borrower agrees that any Secured Party
purchasing a participation from another Secured Party pursuant to this Section
may, to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Secured Party were the direct creditor of the Borrower in the amount
of such participation. If under any applicable bankruptcy, insolvency or other
similar law any Secured Party receives a secured claim in lieu of a setoff to
which this Section applies, such Secured Party shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Secured Parties entitled under this Section to share in the
benefits of any recovery on such secured claim.

      SECTION 4.9.      Setoff. Each Agent and each Lender shall, upon the
occurrence and during the continuance of any Event of Default described in
clauses (a) through (d) of Section 8.1.9 or, with the consent of the Required
Lenders, upon the occurrence and during the continuance of any other Event of
Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security for such
Obligations) the Borrower hereby grants to each Agent and each Lender a
continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of the Borrower then or thereafter maintained with each Agent
and each Lender; provided that any such appropriation and application shall be
subject to the provisions of Section 4.8. Each Agent and each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by each Agent and each Lender; provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Agent and each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Agent and such Lender may have.

      SECTION 4.10.     Replacement of Lenders. If any Lender (an "Affected
Lender") (x) makes a demand upon the Borrower for (or if the Borrower is
otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6 (and the
payment of such amounts are more onerous in the reasonable judgment of the
Borrower than with respect to the other Lenders), or gives notice pursuant to
Section 4.1 requiring a conversion of such Affected Lender's Eurodollar Loans to
Alternate Base Rate Loans or suspending such Lender's obligation to make Loans
as, or to convert Loans into, Eurodollar Loans, or (y) is then subject to a
Lender Default, the Borrower may, within 30 days of receipt by the Borrower of
such demand or notice, as the case may be, give notice (a "Replacement Notice")
in writing to the Agents and such Affected Lender of its intention to replace
such Affected Lender with a financial institution or other Person (a
"Replacement Lender") designated in such Replacement Notice; provided that no
Replacement Notice may be given by the Borrower and no such replacement may
occur if (i) such replacement conflicts or would conflict with any applicable
law or regulation, (ii) unless the Agents otherwise consent, any Event of
Default shall have occurred and be continuing at the time of the giving of


                                      -58-
<PAGE>
such notice or the time of such replacement or (iii) prior to the giving of such
notice or the time of any such replacement, such Lender, in the Borrower's
reasonable judgment, shall have taken any necessary action under Section 4.3,
4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of
amounts owing pursuant to Section 4.3, 4.5 or 4.6 or shall have cured the
failure or other event that resulted in any relevant Lender Default. If the
Administrative Agent shall, in the exercise of its reasonable discretion and
within five Business Days of its receipt of such Replacement Notice, notify the
Borrower and such Affected Lender in writing that the Replacement Lender is
satisfactory to the Administrative Agent (such consent not being required where
the Replacement Lender is already a Lender), then such Affected Lender shall,
subject to the payment of any amounts due to the Affected Lender pursuant to
Section 4.4, assign, in accordance with Section 11.11, all of its Commitments,
Loans, Notes (if any) and other rights and obligations under this Agreement and
all other Loan Documents (including Reimbursement Obligations, if applicable) to
such Replacement Lender; provided that (i) such assignment shall be without
recourse, representation or warranty and shall be on terms and conditions
reasonably satisfactory to such Affected Lender and such Replacement Lender,
(ii) the purchase price paid by such Replacement Lender shall be in the amount
of such Affected Lender's Loans and its Percentage of outstanding Reimbursement
Obligations, together with all accrued and unpaid interest and fees in respect
thereof, plus all other amounts (including the amounts demanded and unreimbursed
under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder and
(iii) the Borrower shall pay to the Affected Lender and the Administrative Agent
to the extent so requested all reasonable out-of-pocket expenses incurred by the
Affected Lender and the Agents in connection with such assignment and assumption
(including the processing fees described in Section 11.11). Upon the Closing
Date of an assignment described above, the Replacement Lender shall become a
"Lender" for all purposes under this Agreement and the other Loan Documents.

      SECTION 4.11.     Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under Sections 4.3, 4.4, 4.5 or 4.6, or if any
introduction or change of the type described in Section 4.1 shall occur with
respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under Section 4.3, 4.4, 4.5
or 4.6, or would eliminate or reduce the effect of any introduction or change
described in Section 4.1.

                                   ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

      SECTION 5.1.      Initial Credit Extension. The obligations of the Lenders
and, if applicable, each Issuer to fund the initial Credit Extension shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1; provided that each condition precedent
set forth in this Article V that can only be satisfied upon the funding of the
initial Credit Extension hereunder shall be deemed to be satisfied immediately
prior to such funding, provided that all other actions or events required to
have been taken or to have occurred in order for such condition to be satisfied
shall have been taken or have occurred


                                      -59-

<PAGE>
at or prior to such time and that all other actions and events required not to
have occurred in order for such condition to be satisfied shall not have
occurred at or prior to such time.

      SECTION 5.1.1.    Resolutions, etc. The Agents shall have received from
each Obligor, as applicable, (i) a copy of a good standing certificate, dated a
date reasonably close to the Closing Date, for each such Person and (ii) a
certificate, dated the Closing Date, duly executed and delivered by such
Person's Secretary or Assistant Secretary, managing member or general partner,
as applicable, as to

            (a)   resolutions of each such Person's Board of Directors (or other
      managing body, in the case of other than a corporation) then in full force
      and effect authorizing, to the extent relevant, all aspects of the
      Transaction applicable to such Person and the execution, delivery and
      performance of each Loan Document to be executed by such Person and the
      transactions contemplated hereby and thereby;

            (b)   the incumbency and signatures of those of its officers,
      managing member or general partner, as applicable, authorized to act with
      respect to each Loan Document to be executed by such Person (each, an
      "Authorized Officer"); and

            (c)   the full force and validity of each Organic Document of such
      Person and copies thereof;

upon which certificates each Secured Party may conclusively rely until it shall
have received a further certificate of the Secretary, Assistant Secretary,
managing member or general partner, as applicable, of any such Person canceling
or amending the prior certificate of such Person.

      SECTION 5.1.2.    Material Transaction Documents. None of the Material
Transaction Documents (including the Acquisition Agreement) shall have been
amended, supplemented, waived or otherwise modified in any material respect
after the date of the Commitment Letter without the prior written consent of the
Agents (which consent shall not be unreasonably withheld). The Agents shall have
received (with copies for each Lender that has expressly requested copies
thereof) fully executed copies of each of the Material Transaction Documents,
certified to be true and complete copies thereof by an Authorized Officer of
Holdings. The Material Transaction Documents shall be in full force and effect
as of the Tender Offer Closing Date and the parties thereto shall be in full
compliance therewith in all material respects.

      SECTION 5.1.3.    Tender Offer Completed. On the Closing Date, Mergerco
shall have accepted for purchase not less than the Minimum Shares, the Minimum
Condition shall have been satisfied concurrently with the initial Credit
Extension hereunder, and all other aspects of the Tender Offer required to be
completed on the Closing Date shall have been consummated pursuant to the
Material Transaction Documents. The Tender Offer and the financing thereof shall
have been consummated in compliance with all applicable laws and regulations
(including Regulation U of the F.R.S. Board) and shall not be subject to any
injunction or similar order.

      SECTION 5.1.4.    Debt Tender Offer. On the Closing Date, the Minimum Debt
Tender Condition shall have been satisfied, and AMI shall have accepted for
repurchase all Existing Notes tendered (and not withdrawn) by the holders
thereof pursuant to the Debt Tender and Refinancing, and AMI shall have
undertaken to pay to such holders all principal, interest and


                                      -60-

<PAGE>
premiums then due and payable on or in respect of such Existing Notes as a
result of the Debt Tender, the Refinancing or otherwise, in all cases in full
and in cash with proceeds of the Term Loans, the Cash on Hand and, if necessary,
the Additional Equity Investment.

      SECTION 5.1.5.    Supplemental Indenture.  The Agents shall have received
a copy of the Supplemental Indenture in form and substance, reasonably
acceptable to the Agents.

      SECTION 5.1.6. Antitakeover Statutes. The restrictions in Section 203 of
the Delaware General Corporation Law (the "DGCL") shall be inapplicable to the
acquisition of the Shares and to any subsequent transactions between Mergerco or
any of its affiliates and the Borrower or any of its affiliates, and all
conditions to avoiding the restrictions contained therein shall have been
satisfied.

      SECTION 5.1.7.    No Impediments to the Merger. The Agents shall be
reasonably satisfied that, after giving effect to the consummation of the Tender
Offer, there are no legal impediments to effecting the Merger under Section 251
or Section 253, as the case may be, of the DGCL, and the Merger can be
consummated pursuant to the terms of the Acquisition Agreement.

      SECTION 5.1.8.    Mergerco Debt Financing. Mergerco shall have received
not less than $165,000,000 in aggregate gross proceeds from the Mergerco Debt
Financing, which shall be on terms and conditions (including, as applicable, as
to Subordination Provisions) and pursuant to documentation reasonably
satisfactory to the Agents.

      SECTION 5.1.9.    Equity Investment. Mergerco shall have received a Cash
Equity Contribution from the Investors of not less than $159,500,000, which
shall be on terms and conditions and pursuant to documentation reasonably
satisfactory to the Agents.

      SECTION 5.1.10.   Payment of Outstanding Indebtedness, etc. All
Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule (including
all Indebtedness outstanding under the Existing Credit Agreement), together with
all interest, all prepayment premiums and other amounts due and payable with
respect thereto, shall have been paid in full from the proceeds of the initial
Credit Extension and the commitments in respect of such Indebtedness (including
all commitments under the Existing Credit Agreement) shall have been terminated,
and all Liens securing payment of any such Indebtedness have been released;
provided that nothing herein shall limit the requirements of the condition
precedent set forth above in Section 5.1.4. The Administrative Agent shall have
received such releases of all Liens (except Permitted Liens) securing payment of
any such Indebtedness as may have been reasonably requested by the
Administrative Agent, which releases shall be in form and substance reasonably
satisfactory to the Agents. Without limiting the foregoing, there shall have
been delivered (i) properly executed termination statements (Form UCC-3 or such
other termination statements as shall be required by local law) for filing under
the UCC of each jurisdiction where a financing statement (Form UCC-1 or the
appropriate equivalent) was filed with respect to the Borrower and any of its
Subsidiaries, or its predecessors in interest, in connection with any security
interests created with respect to any Indebtedness listed on Item 7.2.2(b) of
the Disclosure Schedule and the documentation related thereto, (ii) properly
executed payoff letters with respect to any Indebtedness listed in Item 7.2.2(b)
of the Disclosure Schedule, (iii) terminations of


                                      -61-
<PAGE>
assignments of any security interest in, or Lien on, any patents, trademarks,
copyrights or similar interests of the Borrower and any of its Subsidiaries, on
which filings have been made to secure any Indebtedness listed on Item 7.2.2(b)
of the Disclosure Schedule, (iv) terminations of all mortgages, leasehold
mortgages and deeds of trust created with respect to property of Holdings, the
Borrower and any of their respective Subsidiaries, or their respective
predecessors in interest, in each case to secure the obligations under any
Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, all of which
shall be in form and substance reasonably satisfactory to the Agents and (v) all
collateral owned by the Borrower and any of its Subsidiaries in the possession
of any agent, collateral agent or trustee for the creditors under any
Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule or any financial
institution party to any agreement in respect of any such Indebtedness or any
related agreement.

      SECTION 5.1.11.   Closing Date Certificate. The Agents shall have received
the Closing Date Certificate, dated the Closing Date and duly executed and
delivered by an Authorized Officer of each of Holdings and AMI, in which
certificate Holdings and AMI shall agree and acknowledge that the statements
made therein shall be deemed to be true and correct representations and
warranties of such Person as of such date and, at the time such certificate is
delivered such statements shall in fact be true and correct. All material
documents and agreements required to be appended to the Closing Date Certificate
shall be in form and substance reasonably satisfactory to the Agents.

      SECTION 5.1.12.   Delivery of Notes. The Agents shall have received, for
the account of each Lender that has requested in writing two Business Days prior
to the Closing Date a Note or Notes, such Lender's Note or Notes duly executed
and delivered by an Authorized Officer of the Borrower.

      SECTION 5.1.13.   Closing Fees, Expenses, etc. The Agents shall have
received for their respective accounts, or for the account of each Lender, as
the case may be, all fees, costs and expenses due and payable on or prior to the
Closing Date in accordance with the Agents' Fee Letter and pursuant to Section
3.3 and, to the extent then invoiced, Section 11.3.

      SECTION 5.1.14.   No Material Adverse Effect. Since December 31, 2001,
there has been no change, development or event which, individually or when taken
together with all other circumstances, changes or events, has had, or would
reasonably be expected to have, a Material Adverse Effect.

      SECTION 5.1.15.   Term Loan Escrow Account. The Agents shall have
received, with counterparts for each Lender, the Term Loan Escrow Agreement,
dated as of the Closing Date, duly executed and delivered by the Administrative
Agent, the Borrower and the escrow agent thereunder.

      SECTION 5.1.16.   Mergerco Guaranty. The Agents shall have received, with
counterparts for each Lender, the Mergerco Guaranty, dated as of the Closing
Date, duly executed and delivered by an Authorized Officer of Mergerco.

      SECTION 5.1.17.   Subsidiary Guaranty. The Agents shall have received,
with counterparts for each Lender, the Subsidiary Guaranty, dated as of the
Closing Date, duly


                                      -62-
<PAGE>
executed and delivered by an Authorized Officer of each wholly-owned Domestic
Subsidiary of the Borrower.

      SECTION 5.1.18.   Solvency Certificate. The Agents shall have received,
with counterparts for each Lender, a certificate duly executed and delivered by
the chief financial or accounting Authorized Officer of the Borrower, dated the
Closing Date, in the form of Exhibit I attached hereto.

      SECTION 5.1.19.   Security and Pledge Agreements. The Agents shall have
received, with counterparts for each Lender, each Security and Pledge Agreement,
dated as of the Closing Date and duly executed and delivered by an Authorized
Officer of each of Holdings, the Borrower and each Subsidiary Guarantor, as
applicable, together with

            (a)   certificates evidencing all of the issued and outstanding
      Capital Stock pledged pursuant to the applicable Security and Pledge
      Agreement, which certificates in each case shall be accompanied by undated
      instruments of transfer duly executed in blank, or, if any such shares of
      Capital Stock pledged pursuant to such Security and Pledge Agreement are
      uncertificated securities, the Administrative Agent shall have obtained
      "control" (as defined in the UCC) over such shares of Capital Stock) and
      such other instruments and documents as may be necessary under applicable
      law, in the reasonable opinion of the Administrative Agent, to perfect the
      first priority security interest of the Administrative Agent in such
      shares of Capital Stock;

            (b)   all Intercompany Notes, if any, pledged pursuant to the
      Security and Pledge Agreement;

            (c)   executed copies of Filing Statements naming each such Obligor
      as a debtor and the Administrative Agent as the secured party, or other
      similar instruments or documents to be filed under the Uniform Commercial
      Code of all jurisdictions as the Administrative Agent may reasonably
      require to perfect the security interests of the Administrative Agent
      pursuant to the Security and Pledge Agreement;

            (d)   executed copies of proper UCC termination statements (Form
      UCC-3), if any, necessary to release all Liens and other rights of any
      Person (i) in any collateral described in the applicable Security and
      Pledge Agreement previously granted by any Person, and (ii) securing any
      of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule
      and required to be released pursuant to Section 5.1.10; and

            (e)   certified copies of UCC Requests for Information or Copies
      (Form UCC-11), or a similar search report certified by a party acceptable
      to the Administrative Agent, dated a date reasonably near to the Closing
      Date, listing all effective financing statements which name each such
      Obligor (under its present name and any previous names under which it has
      done business during the five-year period prior to the Closing Date) as
      the debtor and which are filed in the jurisdictions in which filings are
      to be made pursuant to clause (c) above, together with copies of such
      financing statements (none of which shall cover collateral described in
      any Loan Document except to the extent being released pursuant to clause
      (d) above or constituting Permitted Liens.


                                      -63-
<PAGE>
The Agents shall be reasonably satisfied that (i) the Lien granted to the
Administrative Agent, for the benefit of the Secured Parties in the collateral
described above is a first priority (or local equivalent thereof) security
interest subject only to Permitted Liens; and (ii) no Lien exists on any of the
collateral described above other than the Lien created in favor of the
Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan
Document and Permitted Liens.

      SECTION 5.1.20.   Patent Security Agreement, Copyright Security Agreement
and Trademark Security Agreement. The Agents shall have received the Patent
Security Agreement, the Copyright Security Agreement and the Trademark Security
Agreement, as applicable, each dated as of the Closing Date, duly executed and
delivered by an Authorized Officer of each Obligor that has delivered a Security
and Pledge Agreement.

      SECTION 5.1.21.   Mortgages.  The Agents shall have received each Mortgage
for each owned property, dated as of the Closing Date, duly executed and
delivered by the applicable Obligor, together with

            (a)   evidence of the completion (or satisfactory arrangements for
      the completion) of all recordings and filings of each such Mortgage as may
      be necessary or, in the reasonable opinion of the Administrative Agent,
      desirable to create a valid, first priority perfected Lien (subject only
      to Liens permitted hereunder) against the properties purported to be
      covered thereby;

            (b)   mortgagee's title insurance policies in favor of the
      Administrative Agent for the benefit of the Secured Parties in amounts and
      in form and substance and issued by insurers, reasonably satisfactory to
      the Administrative Agent, with respect to the property purported to be
      covered by each Mortgage, insuring the Mortgagor's title to such property
      and that the interests created by each Mortgage constitute valid first
      Liens thereon free and clear of all material defects and encumbrances
      other than as permitted hereunder or as otherwise approved by the
      Administrative Agent, and such policies shall also include, if required by
      the Administrative Agent and if available, revolving credit endorsement,
      comprehensive endorsement, variable rate endorsement, access and utilities
      endorsements, mechanic's lien endorsement and such other endorsements as
      the Administrative Agent shall reasonably request and shall be accompanied
      by evidence of the payment in full of all premiums thereon; and

            (c)   such other approvals, opinions or documents as the
      Administrative Agent may reasonably request with respect to such real
      property.

      SECTION 5.1.22.   Perfection Certificate, Filing Agent, etc. The Agents
shall have received Perfection Certificates, dated the Closing Date, duly
executed and delivered by an Authorized Officer of each Obligor that is a party
to a Collateral Document. All UCC financing statements (Form UCC-1) or other
similar financing statements and UCC termination statements (Form UCC-3)
(collectively, the "Filing Statements") required to be delivered on the Closing
Date pursuant to the Loan Documents shall have been delivered to CT Corporation
System or another similar filing service company acceptable to the Agents (the
"Filing Agent"). The Filing Agent shall have acknowledged in a writing
satisfactory to the Agents (i) the Filing Agent's receipt of all Filing
Statements, (ii) that the Filing Statements have either been submitted for


                                      -64-
<PAGE>
filing in the appropriate filing offices or will be submitted for filing in the
appropriate offices within ten days following the Closing Date and (iii) that
the Filing Agent will notify the Agents of the results of such submissions
within 30 days following the Closing Date.

      SECTION 5.1.23.   Insurance. The Agents shall have received insurance
certificates, from one or more insurance companies reasonably satisfactory to
the Agents, evidencing coverage required to be maintained pursuant to the Loan
Documents.

      SECTION 5.1.24.   Approvals. All material governmental, shareholder and
third party consents (including Hart-Scott-Rodino clearance) and approvals
necessary in connection with the consummation of the Acquisition and all other
parts of the Transaction, and the related financings and other transactions
contemplated hereby and thereby, shall have been duly obtained and all
applicable waiting periods shall have expired without any action being taken by
any competent authority that could restrain, prevent or impose any materially
adverse conditions on the Acquisition or any other part of the Transaction or
the continued operations of Holdings, the Borrower or any of their respective
Subsidiaries.

      SECTION 5.1.25.   Opinions of Counsel.  The Agents shall have received
opinions, dated the Closing Date and addressed to the Agents and all Lenders,
from:

            (a)   White & Case LLP, counsel to the Obligors, in form and
      substance reasonably satisfactory to the Agents;

            (b)   Jones, Day, Reavis & Pogue, counsel to AMI, in form and
      substance reasonably satisfactory to the Agents;

            (c)   Vinson & Elkins L.L.P., Texas local counsel to the Obligors on
      Texas real estate matters, in form and substance reasonably satisfactory
      to the Agents; and

            (d)   Vorys, Sater, Seymor and Pease, Ohio local counsel to the
      Obligors on Ohio real estate matters, in form and substance reasonably
      satisfactory to the Agents.

      SECTION 5.2.      All Credit Extensions. The obligation of each Lender and
each Issuer to make any Credit Extension (including the initial Credit
Extension) shall be subject to, and the satisfaction of, each of the conditions
precedent set forth below.

      SECTION 5.2.1.    Compliance with Warranties, No Default, etc. At the time
of each Credit Extension and after giving effect thereto (i) the representations
and warranties set forth in each Loan Document shall, in each case, be true and
correct in all material respects with the same effect as if then made (unless
stated to relate to a specified earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date) and (ii) no Default shall have then occurred and be continuing.

      SECTION 5.2.2.    Credit Extension Request, etc. Subject to Section 2.3.2,
the Administrative Agent shall have received a Borrowing Request if Loans are
being requested, or an Issuance Request if a Letter of Credit is being requested
or extended. Each of the delivery of a Borrowing Request or Issuance Request and
the acceptance by the Borrower of the proceeds of such Credit Extension shall
constitute a representation and warranty by the Borrower that on the


                                      -65-

<PAGE>
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
statements made in Section 5.2.1, are true and correct in all material respects.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Agents and the Lenders to enter into this Agreement
and to make Credit Extensions hereunder, each of Holdings and the Borrower makes
(as to itself and its Subsidiaries) the following representations, warranties
and agreements as of the Closing Date (both before and after giving effect to
the Credit Extensions occurring on such date and the Transaction and all
references to the Agents and the Lenders herein and elsewhere in this Agreement,
shall, unless otherwise specifically indicated, be references to the Agents and
the Lenders after giving effect to the Transaction) and as of the date of each
Credit Extension, which representations, warranties and agreements shall survive
the execution and delivery of this Agreement and the Notes and the occurrence of
each Credit Extension (with the occurrence of each Credit Extension being deemed
to constitute a representation and warranty that the matters specified in this
Article VI are true and correct in all material respects on and as of the date
of such Credit Extension unless such representations and warranties are 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).

      SECTION 6.1.      Organization, etc. Each of Holdings, the Borrower and
each Subsidiary of the Borrower (i) is validly organized and existing and in
good standing under the laws of the state or jurisdiction of its incorporation
or organization, (ii) is duly qualified to do business and is in good standing
as a foreign entity in each jurisdiction where the nature of its business
requires such qualification and where the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect) and (iii) has full
corporate, partnership or limited liability company power and authority, as the
case may be, to own and hold under lease its property and to conduct its
business substantially as currently conducted by it.

      SECTION 6.2.      Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by each Obligor of each Loan Document
executed or to be executed by it, each such Obligor's participation in the
consummation of all aspects of the Transaction, and the execution, delivery and
performance by such Obligor of the agreements executed and delivered by it in
connection with the Transaction are in each case within each such Person's
corporate, partnership or limited liability company powers, as the case may be,
have been duly authorized by all necessary corporate, partnership or limited
liability company action, as the case may be, and, except as disclosed in Item
6.2 of the Disclosure Schedule, do not (i) contravene any (A) Obligor's Organic
Documents, (B) material contractual restriction binding on or affecting any
Obligor, (C) court decree or order binding on or affecting any Obligor or (D)
material law or governmental regulation binding on or affecting any Obligor, or
(ii) result in, or require the creation or imposition of, any Lien on any
Obligor's properties (except as permitted by this Agreement).


                                      -66-

<PAGE>
      SECTION 6.3.      Government Approval, Regulation, etc. No material
authorization or approval or other action by, and no material notice to or
filing with, any Governmental Authority or other Person (other than those (x)
that have been, or on the Closing Date, will be, or, in the case of Filing
Statements delivered on the Closing Date, will be within 10 days of the Closing
Date, duly obtained or made and which are, or on the Closing Date will be, or,
in the case of Filing Statements delivered on the Closing Date, will be within
10 days of the Closing Date, in full force and effect and (y) that are
contemplated or required to be made after the Closing Date in accordance with
the terms of the Loan Documents and the Material Transaction Documents) is
required for (i) the due execution, delivery or performance by any Obligor of
any Loan Document to which it is a party or (ii) the due execution, delivery
and/or performance by any Obligor of the Material Transaction Documents to which
each is a party, or (iii) the conduct of the business of the Borrower and its
Subsidiaries as currently conducted following the Closing Date. Neither
Holdings, the Borrower nor any of their respective Subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or 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.

      SECTION 6.4.      Validity, etc. Each Loan Document and the Material
Transaction Documents to which each Obligor is a party constitute, or will, on
the due execution and delivery thereof by such Obligor, constitute, the legal,
valid and binding obligations of such Obligor, enforceable against it in
accordance with their respective terms (except, in any case, as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally and by
principles of equity).

      SECTION 6.5.      Financial Information. Holdings and the Borrower each
represent and warrant that all balance sheets, all statements of operations,
shareholders' equity and cash flow and all other financial information relating
to Holdings furnished pursuant to Section 7.1.1 have been and will for periods
following the Closing Date be prepared in accordance with GAAP consistently
applied, and present fairly in all material respects the consolidated financial
condition of the Persons covered thereby as at the dates thereof and the results
of their operations for the periods then ended.

      SECTION 6.6.      No Material Adverse Effect.  There has been no event,
occurrence, omission or change which has resulted in a Material Adverse Effect
since December 31, 2001.

      SECTION 6.7.      Litigation. There is no pending or, to the knowledge of
the Borrower, threatened litigation, action or proceeding (i) affecting
Holdings, the Borrower or any of their respective Subsidiaries or any of their
respective properties, businesses, assets or revenues, which could reasonably be
expected to have a Material Adverse Effect, or (ii) which purports to affect the
legality, validity or enforceability of any Loan Document.

      SECTION 6.8.      Labor Matters. There is no labor strike, work stoppage,
lockout or other work action or other labor controversy, and no such dispute or
controversy is actually pending or, to Holdings', the Borrower's or any of their
respective Subsidiaries' knowledge, threatened against or affecting Holdings,
the Borrower of any of their respective Subsidiaries that has had or could
reasonably be expected to have a Material Adverse Effect.


                                      -67-
<PAGE>
      SECTION 6.9.      Subsidiaries. Holdings has no Subsidiaries except for
(i) immediately prior to the Tender Offer Closing Date, Mergerco; and (ii) at
all times thereafter, Mergerco, the Borrower and the Subsidiaries of the
Borrower described in the succeeding sentence. The Borrower has no Subsidiaries,
except those Subsidiaries (A) which are identified in Item 6.9 of the Disclosure
Schedule, none of which are Foreign Subsidiaries, or (B) which are permitted to
have been organized or acquired in accordance with the terms of this Agreement.
Item 6.9 of the Disclosure Schedule, as of the Closing Date, (i) lists, with
respect to each Subsidiary, (A) the state or jurisdiction of such Subsidiary's
incorporation or organization and (B) the percentage of shares of the Capital
Stock of such Subsidiary owned by Holdings, the Borrower or another Subsidiary,
(ii) identifies each Subsidiary which is a Foreign Subsidiary and (iii)
identifies each Subsidiary which is a Non-Material Subsidiary.

      SECTION 6.10.     Ownership of Properties. Each of Holdings, the Borrower
and each Subsidiary of the Borrower maintains (i) in the case of material owned
real property, good and marketable fee title to, (ii) in the case of material
owned personal property, good and valid title to, or (iii) in the case of
material leased real or personal property, valid and enforceable leasehold
interests (as the case may be) in, all of such properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free and clear in
each case of all Liens or claims, except for Liens permitted pursuant to Section
7.2.3. Item 6.10 of the Disclosure Schedule contains a complete and accurate
description, by owner/lessor and location (by street address) of all owned
and/or leased real properties as of the Closing Date (as supplemented from time
to time with information provided by Holdings or the Borrower, as the case may
be, in the Compliance Certificate delivered by Holdings or the Borrower, as the
case may be, to the Agents pursuant to clause (c) of Section 7.1.1; provided
that Item 6.10 shall not be required to be supplemented at any time other than
such times as the Compliance Certificate is delivered or required to be
delivered hereunder).

      SECTION 6.11.     Taxes. The Borrower and each of their respective
Subsidiaries has filed all material Tax returns and reports required by law to
have been filed by it, has withheld all material Taxes that were required to be
withheld in respect of compensation or other amounts paid to any employee or
independent contractor (or, in the case of independent contractors, Holdings,
the Borrower or the relevant Subsidiary has the right to indemnification with
respect thereto) and has paid all material Taxes and governmental charges
thereby shown or required to be due and owing, except any such Taxes or charges
which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books.

      SECTION 6.12.     Pension and Welfare Plans. During the twelve-
consecutive-month period prior to the date of the execution and delivery of this
Agreement and prior to the date of any Credit Extension hereunder, (i) no steps
have been taken to terminate any Pension Plan, (ii) no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
under Section 302(f) of ERISA and (iii) no steps have been taken to effect a
partial or complete withdrawal from any Multiemployer Plan, in each case which
could (individually or in the aggregate) reasonably be expected to result in
liabilities of Holdings or any of its Subsidiaries in excess of $5,000,000 or a
Material Adverse Effect. No condition exists or event or transaction has
occurred with respect to any Pension Plan which could reasonably be expected to
result in the incurrence by Holdings, the Borrower or any member of the
Controlled Group of any


                                      -68-
<PAGE>
material liability, fine or penalty, that could (individually or in the
aggregate) reasonably be expected to result in liabilities in excess of
$5,000,000 or a Material Adverse Effect None of Holdings, the Borrower nor any
member of the Controlled Group has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Subtitle B of Title I of ERISA,
which could reasonably be expected to result in a Material Adverse Effect.

      SECTION 6.13.     Environmental Warranties.  The Borrower represents and
warrants that, except as disclosed in Item 6.13 of the Disclosure Schedule:

            (a)   all facilities and property (including underlying groundwater)
      owned or leased by Holdings, the Borrower or any of their respective
      Subsidiaries and their operations are in compliance with all Environmental
      Laws, except for any such noncompliance that could not (individually or in
      the aggregate) reasonably be expected to have a Material Adverse Effect;

            (b)   there are no pending or, to the knowledge of Holdings, any
      threatened (i) claims, complaints, notices, requests for information,
      proceedings, or investigation against or involving Holdings, the Borrower
      or any of their respective Subsidiaries with respect to any alleged
      violation of any Environmental Law, or (ii) complaints, notices or
      inquiries to Holdings, the Borrower or any of their respective
      Subsidiaries regarding actual or potential liability under any
      Environmental Law, that, with respect to clauses (i) and (ii) of this
      paragraph, could (individually or in the aggregate) reasonably be expected
      to have a Material Adverse Effect;

            (c)   there have been no Releases of Hazardous Materials at, on or
      under or from any property or facility now owned, leased or operated by
      Holdings, or to the knowledge of Holdings, the Borrower or any of their
      respective Subsidiaries previously owned, leased or operated by Holdings,
      the Borrower or any of their respective Subsidiaries, that could
      (individually or in the aggregate) reasonably be expected to have a
      Material Adverse Effect;

            (d)   Holdings and its Subsidiaries have been issued all permits,
      certificates, approvals, licenses and other authorizations pursuant to
      Environmental Laws necessary for the operation of their business
      ("Environmental Permits") and are in compliance with all Environmental
      Permits (except to the extent the failure to have or be in compliance with
      any such Environmental Permit could not (individually or in the aggregate)
      reasonably be expected to have a Material Adverse Effect);

            (e)   no property or facility now or previously owned, leased or
      operated by Holdings or its Subsidiaries is listed, or proposed for
      listing on the National Priorities List pursuant to CERCLA, on the CERCLIS
      or on any similar state list of sites with respect to any clean up
      responsibility or similar liability of Holdings or one of its Subsidiaries
      which would be reasonably likely to result in a Material Adverse Effect;

            (f)   there are no underground storage tanks or related piping,
      active or abandoned, including petroleum storage tanks, on or under any
      property now owned or


                                      -69-
<PAGE>
      leased by Holdings, the Borrower or any of their respective Subsidiaries
      or, to the knowledge of Holdings or the Borrower, at any property
      previously owned or leased by Holdings, or the Borrower or any of their
      respective Subsidiaries, that could (individually or in the aggregate)
      reasonably be expected to have a Material Adverse Effect;

            (g)   none of Holdings, the Borrower nor any of their respective
      Subsidiaries has transported or arranged for the transportation of any
      Hazardous Material to any location which is listed or proposed for listing
      on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
      any similar state list or which, to the Borrower's knowledge, is the
      subject of federal, state or local enforcement actions or other
      investigations which may lead to material claims against Holdings, the
      Borrower or such Subsidiary for any investigatory or remedial work, damage
      to natural resources or personal injury or property damage, including
      claims under CERCLA, which could (individually or in the aggregate)
      reasonably be expected to have a Material Adverse Effect;

            (h)   there are no polychlorinated biphenyls or friable asbestos
      present at any property now or previously owned or leased by Holdings, the
      Borrower or any of their respective Subsidiaries that could (individually
      or in the aggregate) reasonably be expected to have a Material Adverse
      Effect;

            (i)   none of Holdings, the Borrower nor any of their respective
      Subsidiaries has manufactured or sold any product containing asbestos, the
      result of which could (individually or in the aggregate) reasonably be
      expected to result in a Material Adverse Effect; and

            (j)   no conditions exist at, on or under any property now or
      previously owned or leased by Holdings or the Borrower or any of their
      respective Subsidiaries, or to the knowledge of Holdings or the Borrower,
      at any property previously owned or leased by Holdings, the Borrower or
      any of their respective Subsidiaries, that could, with the passage of
      time, or the giving of notice or both, reasonably be expected
      (individually or in the aggregate) to have a Material Adverse Effect under
      any Environmental Law.

      SECTION 6.14.     Accuracy of Information. None of the factual information
(excluding projections) heretofore or contemporaneously furnished in writing to
any Agent or any Lender by or on behalf of any Obligor in connection with any
Loan Document or any transaction contemplated hereby (including the
Transaction), taken as a whole, contains any untrue statements of material fact,
or omits to state any material facts necessary in either case to make such
information taken as a whole not materially misleading in light of the
circumstances under which such information was provided and no other factual
information hereafter furnished in connection with any Loan Document by or on
behalf of any Obligor, any Agent or to any Lender will contain any untrue
statements of material fact or will omit to state any material facts in either
case necessary to make such information taken as a whole not materially
misleading on the date as of which such information is dated or certified in
light of the circumstances under which such information was provided.


                                      -70-
<PAGE>
      SECTION 6.15.     Regulations U and X. None of Holdings, the Borrower or
any of their respective Subsidiaries is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock, and, except to
pay the Merger Consideration, or to refinance outstanding Bridge Loans no
proceeds of any Credit Extensions will be used to purchase or carry margin stock
or otherwise for a purpose which violates, or would be inconsistent with, F.R.S.
Board Regulation U or Regulation X. Terms for which meanings are provided in
F.R.S. Board Regulation U or Regulation X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such
meanings.

      SECTION 6.16.     Issuance of Subordinated Debt, Status of Obligations as
Senior Indebtedness, etc. Mergerco has the corporate power and authority to
incur the Unsecured Transaction Debt and has duly authorized, executed and
delivered the Other Debt Documents applicable to such Unsecured Transaction
Debt. The subordination provisions contained in the Other Debt Documents
applicable to the Unsecured Transaction Debt that is subordinated are
enforceable against the holders of the applicable Unsecured Transaction Debt by
the holder of any "Senior Indebtedness" or similar term referring to the
Obligations (as defined in the applicable Other Debt Documents). All
Obligations, including those to pay principal of and interest (including
interest accruing subsequent to the filing of, or which would have accrued but
for the filing of, a petition for bankruptcy, reorganization or similar
proceeding, whether or not allowed as a claim under such proceeding) on the
Loans and Reimbursement Obligations, and fees and expenses in connection
therewith, constitute "Senior Indebtedness" or similar term relating to the
Obligations (as defined in the applicable Other Debt Documents) and all such
Obligations are entitled to the benefits of the subordination created by such
Other Debt Documents. The Borrower acknowledges that each Agent, each Lender and
each Issuer is entering into this Agreement and is extending its Commitments in
reliance upon the subordination provisions of the Other Debt Documents relating
to the Unsecured Transaction Debt.

      SECTION 6.17.     Solvency.  After giving effect to each Credit Extension
hereunder, Holdings, the Borrower and each Subsidiary Guarantor (taken together)
are Solvent.

                                  ARTICLE VII
                                    COVENANTS

      SECTION 7.1.      Affirmative Covenants. Holdings and the Borrower agree
with each Secured Party hereto that, until the Termination Date has occurred,
Holdings and the Borrower will perform, or cause to be performed, the
obligations set forth below.

      SECTION 7.1.1.    Financial Information, Reports, Notices, etc. Holdings
and the Borrower will furnish, or cause to be furnished, to the Administrative
Agent and to the Syndication Agent copies of the following financial statements,
reports, notices and information:

            (a)   (i) as soon as available and in any event within 30 days after
      the end of each calendar month (other than the last month of a Fiscal
      Quarter), the unaudited consolidated balance sheets of Holdings as of the
      end of such calendar month and the related unaudited consolidated
      statements of income and cash flows of Holdings for such


                                      -71-
<PAGE>
      calendar month and for the elapsed portion of the Fiscal Year ended with
      the end of such calendar month, and including (in each case), in
      comparative form the figures for the corresponding calendar month in, and
      year to date portion of, the immediately preceding Fiscal Year and
      comparable budgeted figures for such period, and (ii) as soon as available
      and in any event within 45 days after the end of each of the first three
      Fiscal Quarters of each Fiscal Year, the unaudited consolidated balance
      sheet of Holdings as of the end of such Fiscal Quarter and the related
      unaudited consolidated statements of income and cash flows of Holdings for
      such Fiscal Quarter and for the elapsed portion of the Fiscal Year ended
      with the end of such Fiscal Quarter, and including (in each case), in
      comparative form the figures for the corresponding Fiscal Quarter in, and
      year to date portion of, the immediately preceding Fiscal Year and
      comparable budgeted figures for such period, in each case certified by the
      chief financial or accounting Authorized Officer of Holdings that they
      present fairly in all material respects in accordance with GAAP the
      financial position of Holdings as of the date indicated and the results of
      its operations and changes in its cash flows for the periods indicated,
      subject to normal year-end audit adjustments and the absence of footnotes;

            (b)   as soon as available and in any event within 90 days after the
      end of each Fiscal Year, a copy of the consolidated balance sheet of
      Holdings and the related consolidated statements of income and cash flows
      of Holdings for such Fiscal Year, setting forth in comparative form the
      figures for the immediately preceding Fiscal Year and comparable budgeted
      figures for such period in each case audited (without any Impermissible
      Qualification) by a nationally recognized accounting firm or other
      independent public accountants reasonably acceptable to the Agents, which
      shall include a separate report from such independent public accountants
      that in connection with their audit, nothing came to the attention of such
      accountants that Holdings and its Subsidiaries were not in compliance with
      the terms, covenants, provision and conditions of Section 7.2.4 insofar as
      they relate to accounting matters (including the application of accounting
      terms in connection with the covenants set forth in Section 7.2.4);

            (c)   concurrently with the delivery of the financial information
      pursuant to clauses (a)(ii) and (b) of this Section 7.1.1, a Compliance
      Certificate, executed by the chief financial or accounting Authorized
      Officer of Holdings, showing compliance with the financial covenants set
      forth in Section 7.2.4 and stating that no Default has occurred and is
      continuing (or, if a Default has occurred, specifying the details of such
      Default and the action that the applicable Obligor has taken or proposes
      to take with respect thereto);

            (d)   as soon as available and in any event within 60 days after the
      end of each Fiscal Year, capital and operating budgets for Holdings, in
      form and scope customarily prepared by management for its internal use and
      consistent with past practice prepared by Holdings (and approved by the
      Board of Directors of Holdings) for each calendar month of the succeeding
      Fiscal Year prepared in reasonable detail with discussion of the principal
      assumptions upon which such budgets are based;

            (e)   as soon as possible and in any event within three Business
      Days after any officer of any Obligor obtains knowledge of the occurrence
      of a Default, a statement of


                                      -72-
<PAGE>
      an Authorized Officer of Holdings or the Borrower setting forth details of
      such Default and the action which such Obligor has taken and proposes to
      take with respect thereto;

            (f)   as soon as possible and in any event within three Business
      Days after any officer of any Obligor obtains knowledge of the
      commencement of any litigation, action, proceeding or labor controversy or
      of an adverse development in any existing litigation, action, proceeding
      or labor controversy which could reasonably be expected to have a Material
      Adverse Effect, notice thereof and, to the extent either the
      Administrative Agent or the Syndication Agent requests, copies of all
      material and non-privileged documentation relating thereto;

            (g)   promptly after the sending or filing thereof, copies of all
      reports, notices, prospectuses and registration statements which any
      Obligor files with the SEC or any national securities exchange;

            (h)   as soon as possible and in any event within three Business
      Days of any officer of any Obligor becoming aware of any of the following
      which, individually or in the aggregate, could reasonably be expected to
      result in liabilities to Holdings or any of its Subsidiaries in excess of
      $5,000,000 or a Material Adverse Effect: (i) the institution of any steps
      by any Person to terminate any Pension Plan, (ii) the failure to make a
      required contribution to any Pension Plan if such failure is sufficient to
      give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any
      action with respect to a Pension Plan which could result in the
      requirement that any Obligor furnish a bond or other security to the PBGC
      or such Pension Plan, (iv) the complete or partial withdrawal of any of
      Holdings, the Borrower or any member of the Controlled Group from a
      Multiemployer Plan or notification that a Multiemployer Plan is in
      reorganization, or (v) the occurrence of any event with respect to any
      Pension Plan which could result in the incurrence by any Obligor of any
      liability, fine or penalty, notice thereof and copies of all documentation
      relating thereto;

            (i)   promptly upon receipt thereof, copies of all final "management
      letters" submitted to any Obligor by the independent public accountants
      referred to in clause (b) in connection with each audit made by such
      accountants;

            (j)   promptly following the mailing or receipt of any notice or
      report delivered under the terms of any Subordinated Debt with respect to
      a breach or default thereunder, copies of such notice or report; and

            (k)   such other financial and other information as the Required
      Lenders, the Administrative Agent or the Syndication Agent may from time
      to time reasonably request, and, in the event a Default has occurred and
      is continuing or in the event a Lender or Issuer has not had an
      opportunity to request such other financial or other information pursuant
      to a bank meeting or visit referred to in Section 7.1.5 or otherwise in
      any 90-day period, such other financial and other information as such
      Lender or Issuer may reasonably request.


                                      -73-
<PAGE>
      SECTION 7.1.2.    Maintenance of Existence; Compliance with Laws, etc.
Each of Holdings and the Borrower will

            (a)   preserve and maintain (i) its legal existence and (ii) its
      qualification as a foreign corporation in each jurisdiction where the
      nature of its business or the location of its assets requires it to be so
      qualified, except to the extent the failure to be so qualified would not
      result in a Material Adverse Effect;

            (b)   cause each of its Subsidiaries to, except as otherwise
      permitted by Section 7.2.10, preserve and maintain its legal existence and
      qualification as a foreign entity in each jurisdiction where the nature of
      the business or the location of its assets requires it to be so qualified,
      except to the extent the failure to be so qualified would not result in a
      Material Adverse Effect; and

            (c)   comply with all applicable laws, rules, regulations and
      orders, including the payment (before the same become delinquent) of all
      taxes, assessments and governmental charges imposed upon Holdings, the
      Borrower or any of their respective Subsidiaries or upon their property
      except (i) to the extent being contested in good faith by appropriate
      proceedings and for which adequate reserves in accordance with GAAP have
      been set aside on the books of Holdings, the Borrower or any such
      Subsidiary, as applicable, or (ii) to the extent such non-compliance or
      non-payment could not reasonably be expected to have a Material Adverse
      Effect.

      SECTION 7.1.3.    Maintenance of Properties. Each of Holdings and the
Borrower will, and will cause each of their respective Subsidiaries to,
maintain, preserve, protect and keep its and their respective material
properties in good repair, working order and condition (ordinary wear and tear
and damage or taking by a Casualty Event excepted), and make necessary repairs,
renewals and replacements to the extent necessary to operate the business
carried on by Holdings and its Subsidiaries as it is currently conducted, unless
Holdings, the Borrower or any such Subsidiary determines in good faith that the
continued maintenance of such property is no longer economically desirable.

      SECTION 7.1.4. Insurance. Holdings and the Borrower will, and will cause
each of their respective Subsidiaries to, maintain insurance with financially
sound and reputable insurance companies, and with respect to property and risks
of a character usually maintained by Persons of comparable size engaged in the
same or similar business and similarly situated, against loss, damage and
liability of the kinds and in the amounts customarily maintained by such
Persons. Holdings, the Borrower, and their respective Subsidiaries shall furnish
to each Lender, upon written request, full information as to the insurance
carried. The provisions of this Section 7.1.4 shall be deemed to be supplemental
to, but not duplicative of, the provisions of any other Loan Document that
requires the maintenance of insurance.

      All such insurance shall be written by financially responsible companies
selected by Holdings and the Borrower and (except for automobile insurance)
having an A.M. Best rating of "A" (or any equivalent successor rating) or better
and being in a financial size category of VII or larger (or an equivalent rating
of any successor publication of a similar nature), or by other companies
acceptable to the Administrative Agent. Holdings shall cause each of the other

                                      -74-
<PAGE>
Obligors to, and the Borrower shall, keep its property insured in favor of the
Administrative Agent, and all policies (including mortgage title insurance
policies) or certificates (or certified copies thereof) with respect to
casualty, commercial, general liability, automobile and property insurance) (i)
shall be endorsed to the Administrative Agent's satisfaction for the benefit of
the Administrative Agent and (ii) shall name the Administrative Agent as loss
payee (to the extent covering risk of loss or damage to tangible property) and
as an additional named insured as its interests may appear (to the extent
covering any other risk). Each policy referred to in this Section 7.1.4 shall
provide that (i) the respective insurers irrevocably waive any and all rights of
subrogation with respect to the Administrative Agent, (ii) it will not be
canceled or reduced, or allowed to lapse without renewal, except after not less
than 30 days' written notice (or, in the case of non-payment of premiums, 10
days' notice) to the Administrative Agent and (iii) the interests of the
Administrative Agent and the Lenders shall not be invalidated by (A) any act or
negligence of Holdings or the Borrower, any of their respective Subsidiaries or
any Person having an interest in any property covered by a Mortgage or (B)
occupancy or use of any such property for purposes more hazardous than permitted
by such policy. Each of Holdings and the Borrower will advise the Administrative
Agent promptly of any significant policy cancellation (other than any such
cancellation in connection with the replacement thereof), reduction or
amendment. The Administrative Agent agrees to turn over to the Borrower or
relevant Subsidiary any insurance proceeds received by it as loss payee
following receipt by the Administrative Agent of written notice from the
Borrower or its relevant Subsidiary of its intended use of such proceeds, to the
extent such proceeds are not required to be (i) applied at such time to repay
Loans or Cash Collateralize Letter of Credit Outstandings or held in an account
by the Administrative Agent pursuant to Section 3.1.1 or (ii) held by the Agents
pursuant to the terms of any Mortgage or Security and Pledge Agreement.

      On or before the Closing Date, Holdings and the Borrower will deliver to
the Administrative Agent certificates of insurance reasonably satisfactory to
the Administrative Agent evidencing the existence of all insurance required to
be maintained by Holdings and the Borrower hereunder setting forth the
respective coverages, limits of liability, carrier, policy number and period of
coverage. Neither Holdings nor the Borrower will, nor will either of them permit
any of their respective Subsidiaries to, obtain or carry separate insurance
concurrent in form or contributing in the event of loss with that required by
this Section 7.1.4 unless the Administrative Agent is the named insured
thereunder, for the benefit of the Secured Parties, with loss payable as
provided herein. Each of Holdings and the Borrower will promptly (but in any
event within five Business Days) notify the Administrative Agent whenever any
such separate insurance is obtained and shall deliver to the Administrative
Agent the certificates evidencing the same.

      Without limiting the obligations of Holdings and its Subsidiaries under
the foregoing provisions of this Section 7.1.4, in the event Holdings, the
Borrower or any of their respective Subsidiaries, as the case may be, shall fail
to maintain in full force and effect insurance as required by the foregoing
provisions of this Section 7.1.4, or if Holdings, the Borrower or any of their
respective Subsidiaries, as the case may be, shall fail to endorse and deposit
all policies or certificates with respect thereto, then the Administrative Agent
may (upon notice to Holdings, the Borrower or the respective Subsidiary, as the
case may be), but shall have no obligation so to do, procure insurance covering
the interests of the Lenders and the Administrative Agent in such amounts and
against such risks as the Administrative Agent (or the Required Lenders) shall


                                      -75-
<PAGE>
deem reasonably appropriate, and Holdings, the Borrower or the respective
Subsidiary, as the case may be, shall reimburse the Administrative Agent in
respect of any premiums, costs and expenses paid by the Administrative Agent in
procuring such insurance to the extent such premiums, costs and expenses do not
exceed the premiums, costs and expenses necessary to obtain the insurance
required above pursuant to this Section 7.1.4.

      SECTION 7.1.5.    Bank Meeting; Books and Records. (a) The Required
Lenders, the Administrative Agent or the Syndication Agent may request, at their
election upon reasonable notice to Holdings and the Borrower, a bank meeting to
be held by Holdings and the Borrower at a location reasonably determined by the
Required Lenders, Administrative Agent or Syndication Agent, as the case may be;
provided that Holdings and the Borrower shall not be required to hold more than
one bank meeting in any Fiscal Year; provided further, that, if a Default has
occurred and is continuing and a bank meeting pursuant to this clause (a) has
theretofore been held in the Fiscal Year in which such Default has occurred, the
Required Lenders, the Administrative Agent or the Syndication Agent may request,
at their election at reasonable times and intervals upon reasonable notice to
Holdings and the Borrower, a bank meeting by conference telephone.

            (b)   Each of Holdings and the Borrower will, and will cause each of
      their respective Subsidiaries to, keep books and records in accordance
      with GAAP which accurately reflect in all material respects its business
      affairs and transactions and permit the Administrative Agent, the
      Syndication Agent, or any Lender or Issuer whose visit is coordinated with
      either the Administrative Agent or the Syndication Agent, or any of their
      respective designated representatives, at reasonable times and intervals
      upon reasonable notice to the chief financial officer or an Authorized
      Officer of Holdings or the Borrower, as the case may be, to visit each of
      such Person's offices, to discuss such Person's financial matters with its
      officers and employees, and its independent public accountants (and each
      of Holdings and the Borrower hereby authorizes such independent public
      accountant to so discuss each of such Person's financial matters whether
      or not any representative of such Person is present) and to examine (and
      photocopy extracts from) any of such Person's books and records; provided
      that so long as no Default has occurred and is continuing, no Lender or
      Issuer shall request more than two visits pursuant to this clause (b) per
      Fiscal Year; provided, further, that if the bank meeting pursuant to
      clause (a) of this Section 7.1.5 is held in any Fiscal Year, such bank
      meeting shall constitute one visit by such Lenders or Issuer in such
      Fiscal Year (whether or not such Lender or Issuer is present at such bank
      meeting). Holdings or the Borrower, as the case may be, shall pay any fees
      of its independent public accountant incurred in connection with any
      consultation pursuant to this Section 7.1.5.

      SECTION 7.1.6.    Environmental Law Covenant.  Each of Holdings and the
Borrower will, and will cause each of their respective Subsidiaries to,

            (a)   (i) use and operate all of its and their facilities and
      properties in material compliance with all Environmental Laws, (ii) keep
      all materials, permits, approvals, certificates, licenses and other
      authorizations required under applicable Environmental Laws in effect and
      remain in compliance therewith, and (iii) handle, treat, store, dispose of
      and transfer all Hazardous Materials in compliance with all applicable
      Environmental


                                      -76-
<PAGE>
      Laws, except to the extent that the failure of any of the foregoing could
      not reasonably be expected to have a Material Adverse Effect; and

            (b)   promptly notify the Agents and provide copies upon receipt of
      all written claims, complaints, notices or inquiries relating (i) to the
      condition of its facilities and properties in respect of, or (ii) to
      compliance with or under, Environmental Laws, which claims, complaints,
      notices or inquiries could (individually or in the aggregate) reasonably
      be expected to have a Material Adverse Effect, and shall promptly resolve
      any material non-compliance with or under, Environmental Laws and keep its
      property and facilities free of any Lien imposed under any Environmental
      Law (other than to the extent constituting a Permitted Lien which is being
      diligently contested in good faith by appropriate proceedings).

      SECTION 7.1.7.    Use of Proceeds.  The Borrower shall use the Credit
Extensions solely for the following purposes:

            (a)   In the case of the Term Loans, to finance the Refinancing
      (and/or, at the request of the Borrower, the defeasance of the Existing
      Notes), pay fees and expenses attributable to this Agreement and the
      Refinancing (including prepayment premiums) and, if applicable, such
      defeasance and, to the extent that the Merger Closing Date occurs on the
      Closing Date, to pay the Merger Consideration. Unless the Merger Closing
      Date occurs on the Tender Offer Closing Date, all proceeds of the Term
      Loans that remain after completing the Tender Offer and the Refinancing
      and the payment of all fees as described above shall be placed in the Term
      Loan Escrow with the Administrative Agent pursuant to an escrow agreement
      substantially in the form of Exhibit L (the "Term Loan Escrow Agreement"),
      such escrowed funds to be released on the terms and conditions set forth
      in the Escrow Agreement for use as part of the Merger Consideration or to
      repay, in part, outstanding Bridge Loans.

            (b)   In the case of Revolving Loans and Swing Line Loans, for
      working capital and general corporate purposes of Holdings and its
      Subsidiaries.

            (c)   In the case of Letters of Credit, for purposes of supporting
      working capital and general corporate purposes of the Borrower and its
      Subsidiaries.

      SECTION 7.1.8.    Mortgages. At the request of the Agents or the Required
Lenders (in their sole discretion), at any time after the Closing Date,
Holdings, the Borrower and/or each Subsidiary Guarantor shall cause the
Administrative Agent and the Secured Parties to have, at all times, a first
priority perfected security interest (subject only to Liens permitted hereunder)
in all of the fee owned and leased real property of Holdings, the Borrower or
the Subsidiary Guarantors, so long as the book value or fair market value of
each such property made subject to a Mortgage hereunder exceeds $2,000,000, by
executing and delivering Mortgages that may be necessary in the reasonable
opinion of the Administrative Agent to create a valid, first priority perfected
Lien (subject only to Liens permitted hereunder) against such real property.

      Should the Agents or Required Lenders elect to exercise the option
described in the immediately preceding paragraph, in connection with the
execution and delivery of such


                                      -77-
<PAGE>
Mortgages, Holdings and the Borrower shall, and shall cause each such Subsidiary
Guarantor to as promptly as practicable:

            (a)   provide evidence of the completion or satisfactory
      arrangements, for the completion of all recordings and filings of each
      such Mortgage as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable to create a valid, first priority
      perfected Lien (subject only to Liens permitted hereunder) against the
      properties purported to be covered thereby;

            (b)   obtain mortgagee's title insurance policies in favor of the
      Administrative Agent for the benefit of the Secured Parties in amounts and
      in form and substance and issued by insurers, reasonably satisfactory to
      the Administrative Agent, with respect to the property purported to be
      covered by each Mortgage, insuring the mortgagor's title to such property
      and that the interests created by each Mortgage constitute valid first
      Liens thereon free and clear of all material defects and encumbrances
      other than as permitted hereunder or as otherwise approved by the
      Administrative Agent, and, if requested by the Administrative Agent, such
      policies shall also include a survey reading, and, if required by the
      Administrative Agent and if available, revolving credit endorsement,
      comprehensive endorsement, variable rate endorsement, access and utilities
      endorsements, mechanic's lien endorsement and such other endorsements as
      the Administrative Agent shall reasonably request and shall be accompanied
      by evidence of the payment in full of all premiums thereon; and

            (c)   provide such other approvals, opinions, or documents as the
      Administrative Agent may reasonably request with respect to such real
      property, including, consents and estoppel agreements from landlords, and
      a reasonably current survey of each property purported to be covered by a
      Mortgage in form and substance reasonably satisfactory to the
      Administrative Agent and the title insurer; provided that Holdings and its
      Subsidiaries shall not be required to use more than commercially
      reasonable efforts (and shall not be required to make any payments) to
      obtain any such documentation, or to obtain consents for leasehold
      mortgages, in each case from third parties;

provided that without limiting the foregoing, leasehold mortgages only shall be
required with respect to real property containing a material manufacturing
facility with a lease term (including extension options) of at least 5 years.

      SECTION 7.1.9.    Future Subsidiaries.  Without limiting the effect of any
provision contained herein, within five Business Days after any Person becomes
either a direct or indirect wholly-owned Subsidiary of the Borrower,

            (a)   such Person (other than a Foreign Subsidiary), if not
      theretofore a party to the Subsidiary Security and Pledge Agreement and
      the Subsidiary Guaranty, shall execute and deliver to the Administrative
      Agent a supplement to each of the Subsidiary Security and Pledge Agreement
      and the Subsidiary Guaranty for the benefit of the Secured Parties;


                                      -78-
<PAGE>
            (b)   the Borrower or, if not the Borrower, the wholly-owned
      Subsidiary of the Borrower that will own shares of the Capital Stock of
      such Person (which Subsidiary, if not theretofore a party to the
      Subsidiary Security and Pledge Agreement, shall, unless such Subsidiary is
      a Foreign Subsidiary, execute and deliver to the Administrative Agent a
      supplement to the Subsidiary Security and Pledge Agreement for the purpose
      of becoming a pledgor thereunder) shall, pursuant to the applicable
      Security and Pledge Agreement, deliver to the Administrative Agent

                  (i)   certificates evidencing all of the issued and
            outstanding Capital Stock pledged pursuant to the applicable
            Security and Pledge Agreement, which certificates in each case shall
            be accompanied by undated instruments of transfer duly executed in
            blank, or, if any such shares of Capital Stock pledged pursuant to
            such Security and Pledge Agreement are uncertificated securities,
            the Administrative Agent shall have obtained "control" (as defined
            in the UCC) over such shares of Capital Stock and such other
            instruments and documents as may be necessary under applicable law,
            in the reasonable opinion of the Administrative Agent, to perfect
            the first priority security interest of the Administrative Agent in
            such shares of Capital Stock; provided that no more than 65% of the
            shares of Capital Stock held by the Borrower or a Subsidiary of the
            Borrower of a Foreign Subsidiary will be required to be pledged to
            the Administrative Agent hereunder; provided, further, that, in the
            event of any change in, or the introduction, adoption,
            effectiveness, interpretation, reinterpretation or phase-in of, any
            law or regulation, directive or guideline of any Governmental
            Authority that eliminates the increase in income tax attributable to
            Holdings and its Subsidiaries as a result of the pledge of more than
            65% of such shares of Capital Stock of any such Foreign Subsidiary
            (including with respect to the operation of Section 956 (or any
            successor provision thereto) of the Code), the Administrative Agent
            or the Required Lenders may require the pledge of more than 65% of
            such shares of Capital Stock;

                  (ii)  all Intercompany Notes, if any, pledged pursuant to the
            applicable Security and Pledge Agreement;

                  (iii) executed copies of Filing Statements naming such Obligor
            as a debtor and the Administrative Agent as the secured party, or
            other similar instruments or documents to be filed under the Uniform
            Commercial Code of all jurisdictions as may be necessary, in the
            reasonable opinion of the Administrative Agent, to perfect the
            security interests of the Administrative Agent pursuant to the
            applicable Security and Pledge Agreement;

                  (iv)  executed copies of proper UCC termination statements
            (Form UCC-3), if any, necessary to release all Liens and other
            rights of any Person in any collateral described in the applicable
            Security and Pledge


                                      -79-
<PAGE>
            Agreement previously granted by any Person, except to the extent
            such Liens are otherwise permitted hereunder;

                  (v)   to the extent requested by the Administrative Agent,
            certified copies of UCC Requests for Information or Copies (Form
            UCC-11) or a similar search report listing all effective financing
            statements which name such Person (under its present name and any
            previous names under which it has conducted business during the
            five-year period prior to the Closing Date) as the debtor and which
            are filed in the jurisdictions in which filings are to be made
            pursuant to clause (iii) above, together with copies of such
            financing statements (none of which shall cover any collateral
            described in any Loan Document, except to the extent such Liens are
            otherwise permitted hereunder or are being released pursuant to
            clause (iv) above),

      together, in each case, with such opinions of legal counsel as the Agents
      may reasonably request, which legal opinions shall be in form and
      substance reasonably satisfactory to such Agents; and

            (c)   the Borrower shall have delivered to the Administrative Agent
      an updated Item 6.9 of the Disclosure Schedule, which shall be true,
      accurate and correct in all material respects as of the date of delivery
      thereof.

      The Agents shall be satisfied that the Lien granted to the Administrative
Agent, for the benefit of the Secured Parties in the collateral described above
is a first priority (or local equivalent thereof) security interest, subject
only to Liens permitted hereunder and no Lien exists on any of the collateral
described above other than the Lien created in favor of the Administrative
Agent, for the benefit of the Secured Parties, pursuant to a Loan Document, and
the other Liens permitted hereunder.

      SECTION 7.1.10.   Additional Collateral. Without limiting the provisions
of Sections 7.1.8 and 7.1.9, Holdings and the Borrower shall, and shall cause
each of their respective wholly-owned Domestic Subsidiaries to, cause the
Lenders to have at all times a first priority perfected security interest
(subject only to Permitted Liens) in all of the personal property owned from
time to time by each such Person to the extent the same constitutes or would
constitute collateral under the applicable Security and Pledge Agreement.

      SECTION 7.1.11.   Consummation of Merger. Holdings shall use reasonable
best efforts to cause the Merger to be consummated as soon as possible after the
Tender Offer Closing Date and, in any event, within five Business Days after the
Tender Offer Closing Date if at least 90% of the Shares are tendered pursuant to
the Tender Offer.

      SECTION 7.1.12.   Maintenance of Corporate Separateness.  Holdings and the
Borrower will, and will cause each of their respective Subsidiaries to, satisfy
customary corporate formalities.

      SECTION 7.1.13.   Holdings Stockholders Agreement. To the extent that
Holdings receives any cash contributions from its stockholders under the
Holdings Stockholders


                                      -80-
<PAGE>
Agreement, Holdings shall use its best efforts to make a capital contribution to
the Borrower of the proceeds of such payments received by Holdings.

      SECTION 7.2.      Negative Covenants. Each of Holdings and the Borrower
covenants and agrees with each Lender hereto that, until the Termination Date
has occurred, Holdings and the Borrower will perform, or cause to be performed,
the obligations set forth below.

      SECTION 7.2.1.    Business Activities. Neither Holdings nor the Borrower
will, nor will either of them permit any of their respective Subsidiaries to,
engage in any business except those businesses in which Holdings and its
Subsidiaries are engaged on the Closing Date, businesses which are reasonable
extensions thereof and businesses reasonably incidental or complimentary thereto
or expansions thereof.

      SECTION 7.2.2.    Indebtedness. Neither Holdings nor the Borrower will,
nor will either of them permit any of their respective Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness, other than:

            (a)   Indebtedness in respect of the Obligations;

            (b)   until the Closing Date, Indebtedness that is to be repaid in
      full as (and to the extent) further identified in Item 7.2.2(b) of the
      Disclosure Schedule;

            (c)   Indebtedness existing as of the Closing Date which is
      identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancing of
      such Indebtedness by the Borrower or, if other than the Borrower, the
      original obligor thereof;

            (d)   Indebtedness of Mergerco (at all times prior to the Merger) or
      the Borrower (after giving effect to the Merger) constituting Unsecured
      Transaction Debt in an aggregate principal amount not to exceed
      $215,000,000 (plus any interest thereon that is paid-in-kind), at any time
      prior to the Merger, or $165,000,000 (plus any interest thereon that is
      paid-in-kind), at any time on or after the effectiveness of the Merger,
      and unsecured Contingent Liabilities of Holdings and the Subsidiary
      Guarantors under the Other Debt Documents governing such Unsecured
      Transaction Debt;

            (e)   Indebtedness (which, except to the extent permitted pursuant
      to clause (r) of Section 7.2.3, shall be unsecured) of the Borrower or any
      of its Subsidiaries in respect of performance, surety or appeal bonds or
      completion guarantees provided in the ordinary course of business, but
      excluding (in each case), Indebtedness incurred through the borrowing of
      money or Contingent Liabilities in respect thereof;

            (f)   Indebtedness of the Borrower and its Subsidiaries (i) in
      respect of industrial revenue bonds or other similar governmental or
      municipal bonds, (ii) evidencing the deferred purchase price of newly
      acquired property or incurred to finance the acquisition of property of
      the Borrower and its Subsidiaries (pursuant to purchase money mortgages or
      otherwise, whether owed to the seller or a third party) used in the
      ordinary course of business of the Borrower and its Subsidiaries (provided
      that such Indebtedness is incurred within 90 days of the acquisition of
      such property) and


                                      -81-
<PAGE>
      (iii) Capitalized Lease Liabilities; provided that the aggregate amount of
      all Indebtedness outstanding pursuant to this clause shall not at any time
      exceed $5,000,000;

            (g)   Indebtedness of any Subsidiary Guarantor owing to the Borrower
      or any other Subsidiary Guarantor, which Indebtedness, if evidenced by one
      or more Intercompany Notes and payable to the Borrower or a Subsidiary
      Guarantor that is a Domestic Subsidiary, shall be duly executed and
      delivered in pledge to the Administrative Agent pursuant to a Security and
      Pledge Agreement;

            (h)   Indebtedness of Foreign Subsidiaries owing to the Borrower or
      a Subsidiary Guarantor which, when aggregated with the amount of
      Investments made by the Borrower and the Subsidiary Guarantors in Foreign
      Subsidiaries under clause (f) of Section 7.2.5, does not exceed $3,500,000
      at any time outstanding (determined without giving effect to any
      write-downs or write-offs thereof), and if evidenced by one or more
      Intercompany Notes, shall be duly executed and delivered in pledge to the
      Administrative Agent pursuant to a Security and Pledge Agreement;

            (i)   Indebtedness of Foreign Subsidiaries that are wholly-owned
      Subsidiaries owing to other Foreign Subsidiaries;

            (j)   Indebtedness of Foreign Subsidiaries incurred for working
      capital purposes in an aggregate principal amount at any time outstanding
      not to exceed $3,000,000; provided that such Indebtedness is not
      guaranteed by, or in any way secured by the assets of Holdings or any of
      its Domestic Subsidiaries;

            (k)   unsecured Indebtedness of the Borrower owing to (i) a
      Subsidiary Guarantor or (ii) a Subsidiary that has previously executed and
      delivered to the Agents the Interco Subordination Agreement (or a
      supplement thereto);

            (l)   unsecured Indebtedness of Holdings or the Borrower in respect
      of Permitted Seller Notes, so long as the aggregate principal amount of
      Permitted Seller Notes issued, when aggregated with the aggregate
      principal amount of Indebtedness assumed or acquired pursuant to clause
      (m) of this Section 7.2.2, does not exceed $10,000,000 (as such amount may
      be increased through interest that is capitalized or paid-in-kind);

            (m)   Indebtedness of a Person existing at the time such Person
      became a Subsidiary of the Borrower (such Person, an "Acquired Person"),
      together with all Indebtedness assumed by the Borrower, Holdings or any of
      their respective Subsidiaries in connection with any Permitted
      Acquisition, including any Permitted Acquisition of assets (all such
      Indebtedness being referred to in this clause (m) as "Assumed
      Indebtedness"), which does not exceed $10,000,000 in the aggregate for all
      Permitted Acquisitions made since the Closing Date, but only to the extent
      that such Indebtedness was not created or incurred in contemplation of
      such Person becoming a Subsidiary or such Permitted Acquisition;

            (n)   Indebtedness of the Borrower and its Subsidiaries in respect
      of Hedging Obligations incurred with respect to Indebtedness of the
      Borrower and its Subsidiaries


                                      -82-
<PAGE>
      otherwise permitted to be incurred hereunder to the extent (i) the
      notional principal amount with respect to the relevant Hedging Obligation
      does not exceed the principal amount of the Indebtedness to which such
      Hedging Obligation relates and (ii) such Hedging Obligations are not for
      speculative purposes;

            (o)   Indebtedness of Holdings incurred in connection with
      repurchases of its Capital Stock from employees, officers, directors or
      consultants of Holdings or its Subsidiaries upon their ceasing to be
      employees, officers, directors or consultants of Holdings or any such
      Subsidiary, as the case may be, or upon such Person's death or disability;
      provided that (i) the aggregate principal amount of such repurchases
      funded with Indebtedness does not exceed $7,500,000 in the aggregate
      outstanding at any time and (ii) such Indebtedness is subordinated to the
      Obligations on terms no less favorable to the Secured Parties than those
      set forth on Exhibit J hereto;

            (p)   Indebtedness of Holdings in respect of intercompany notes
      permitted by clause (o) of Section 7.2.5;

            (q)   guaranties by Holdings, the Borrower and the Subsidiary
      Guarantors of Indebtedness and lease obligations of Holdings and its
      Domestic Subsidiaries to the extent that such Indebtedness or lease
      obligations created in respect of any such guaranty would otherwise be
      permitted to be incurred as a direct obligation by Holdings, the Borrower
      or such Subsidiary Guaranty, as the case may be, under this Section 7.2.2
      or otherwise under this Agreement;

            (r)   Indebtedness of the Borrower or any of its Subsidiaries
      arising from the honoring by a bank or other financial institution of a
      check, draft or similar instrument inadvertently (except in the case of
      daylight overdrafts) drawn against insufficient funds in the ordinary
      course of business so long as such Indebtedness is extinguished within
      three Business Days of the incurrence thereof;

            (s)   Indebtedness of the Borrower or any of its Subsidiaries
      arising from agreements of the Borrower or any of its Subsidiaries
      providing for indemnification, adjustment of purchase price or similar
      obligations in respect of any Permitted Acquisition or the disposition of
      any business, assets or a Subsidiary of the Borrower that is permitted
      under this Agreement; provided that the maximum liability in respect of
      such Indebtedness shall at no time exceed the purchase price for such
      Permitted Acquisition or the gross cash proceeds actually received by the
      Borrower and its Subsidiaries in connection with such disposition, as the
      case may be;

            (t)   Indebtedness under the New Notes; provided that, in the event
      any Bridge Loans are outstanding at the time such New Notes are issued and
      the proceeds therefrom are made available to the Borrower, concurrently
      with the issuance of the New Notes and the proceeds therefrom being made
      available to the Borrower, all Indebtedness in respect of such Bridge
      Loans or otherwise under the Bridge Loan Agreement shall be repaid or
      prepaid (after deducting customary underwriter, initial purchaser or
      placement agent discounts and commissions relating to such issuance) on a
      dollar-for-dollar basis with the proceeds of such issuance;


                                      -83-
<PAGE>
            (u)   Qualifying Subordinated Debt; and

            (v)   other (i) unsecured Indebtedness of the Borrower and its
      Subsidiaries (other than Indebtedness of Foreign Subsidiaries owing to the
      Borrower or any Subsidiary Guarantor) and (ii) secured Indebtedness of
      Foreign Subsidiaries in an aggregate principal amount at any time
      outstanding not to exceed $5,000,000;

provided that no Indebtedness otherwise permitted by clauses (f), (h) (m), (u)
or (v) shall be assumed or otherwise incurred if a Default has occurred and is
then continuing or would result therefrom.

      SECTION 7.2.3.    Liens. Neither Holdings nor the Borrower will, nor will
either of them permit any of their respective Subsidiaries to, create, incur,
assume or permit to exist any Lien upon any of its property (including Capital
Stock of any Person), revenues or assets, whether now owned or hereafter
acquired, except:

            (a)   Liens securing payment of the Obligations;

            (b)   until the Closing Date, Liens securing payment of Indebtedness
      of the type described in clause (b) of Section 7.2.2;

            (c)   Liens existing as of the Closing Date and disclosed and
      described in Item 7.2.3(c) of the Disclosure Schedule securing
      Indebtedness described in clause (c) of Section 7.2.2, and refinancings of
      such Indebtedness; provided that no such Lien shall encumber any
      additional property and the amount of Indebtedness secured by such Lien is
      not increased from that existing on the Closing Date (as such Indebtedness
      may have been permanently reduced subsequent to the Closing Date);

            (d)   Liens securing Indebtedness of the type permitted under clause
      (f) of Section 7.2.2; provided that (i) such Lien is granted within 90
      days after such Indebtedness is incurred or any refinancing thereof
      permitted under such clause and (ii) such Lien secures only the assets
      that are the subject of the Indebtedness referred to in such clause;

            (e)   Liens securing Indebtedness permitted by clause (m) of Section
      7.2.2; provided that such Liens existed prior to such Person becoming a
      Subsidiary or such Permitted Acquisition occurring, were not created in
      anticipation thereof and do not attach to any other asset of the Borrower
      or any of its Subsidiaries theretofore or thereafter existing;

            (f)   Liens in favor of carriers, warehousemen, mechanics,
      materialmen and landlords granted in the ordinary course of business for
      amounts which are not overdue or are being contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP shall have been set aside on its books;

            (g)   Liens incurred or deposits made in the ordinary course of
      business in connection with worker's compensation, unemployment insurance
      or other forms of governmental insurance or benefits (other than Liens in
      favor of the PBGC), or to secure


                                      -84-
<PAGE>
      performance of tenders, statutory obligations, bids, leases or other
      similar obligations (other than for borrowed money) entered into in the
      ordinary course of business;

            (h)   Liens arising from judgments, decrees or attachments under
      circumstances which do not otherwise result in an Event of Default under
      Section 8.1.6;

            (i)   easements, land use covenants, rights-of-way, zoning
      restrictions, minor defects or irregularities in title and other similar
      encumbrances not interfering in any material respect with the
      marketability or use of the property to which such Lien is attached;

            (j)   Liens for Taxes, assessments or other governmental charges or
      levies not at the time delinquent or thereafter payable without penalty or
      being diligently contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;

            (k)   Liens securing Indebtedness of the type permitted by clauses
      (h), (i), (j) and (v) of Section 7.2.2 and covering only assets of the
      Foreign Subsidiary obligated under such Indebtedness;

            (l)   Liens arising from precautionary UCC-1 financing statement
      filings regarding operating leases entered into by the Borrower or any
      Subsidiary of the Borrower in the ordinary course of business;

            (m)   licenses, leases or subleases which (i) have been granted in
      the ordinary course of business and do not interfere in any material
      respect with the business of the Borrower or any of its Subsidiaries and
      (ii) in the event granted to an Affiliate of Holdings or any of its
      Subsidiaries, comply with Section 7.2.13;

            (n)   restrictions imposed in the ordinary course of business on the
      sale or distribution of designated inventory that arise from the sale of
      such inventory to one or more customers;

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

            (p)   Liens securing the Margin Stock;

            (q)   Liens in connection with the Term Loan Escrow Agreement, the
      New Notes Escrow Agreement (as defined in the indenture governing the New
      Notes) and the Bridge Escrow Agreement (as defined in the Bridge Loan
      Agreement); and

            (r)   other Liens on property of the Borrower or any of its
      Subsidiaries; provided that the fair market value of the property
      encumbered by Liens described in this clause (r), and the Indebtedness and
      other obligations secured thereby, does not exceed $2,500,000.


                                      -85-
<PAGE>
      SECTION 7.2.4. Financial Condition and Operations. Holdings and the
Borrower will not permit any of the events set forth below to occur.

            (a)   Holdings and the Borrower will not permit the Leverage Ratio
      as of the last day of each Fiscal Quarter below to be greater than the
      ratio set forth opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
                                                       Leverage
                 Fiscal Quarter                          Ratio
                 --------------                          -----
<S>                                                  <C>
      The third Fiscal Quarter
      of the 2002 Fiscal Year                           5.00:1

      The fourth Fiscal Quarter
      of the 2002 Fiscal Year                           4.75:1
      and the first and second
      Fiscal Quarters of the
      2003 Fiscal Year

      The third Fiscal Quarter
      of the 2003 Fiscal Year                           4.50:1

      The fourth Fiscal Quarter
      of the 2003 Fiscal Year                           4.25:1
      and the first Fiscal
      Quarter of the 2004 Fiscal
      Year

      The second and third
      Fiscal Quarters of the                            4.00:1
      2004 Fiscal Year

      The fourth Fiscal Quarter
      of the 2004 Fiscal Year                           3.75:1
      and the first Fiscal
      Quarter of the 2005 Fiscal
      Year

      The second Fiscal Quarter
      of the 2005 Fiscal Year                           3.50:1
      and each Fiscal Quarter
      thereafter
</TABLE>

            (b)   Holdings and the Borrower will not permit the Interest
      Coverage Ratio as of the last day of each Fiscal Quarter below to be less
      than the ratio set forth opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
                                                        Interest
                  Fiscal Quarter                      Coverage Ratio
                  --------------                      --------------
<S>                                                  <C>
      The third and fourth Fiscal
      Quarters of the 2002 Fiscal                        2.20:1
      Year

      The first, second, third
      and fourth Fiscal Quarters                         2.30:1
      of the
</TABLE>


                                      -86-
<PAGE>
<TABLE>
<CAPTION>
                                                        Interest
                  Fiscal Quarter                      Coverage Ratio
                  --------------                      --------------
<S>                                                  <C>
      2003 Fiscal Year

      The first, second, third
      and fourth Fiscal Quarters                         2.50:1
      of the 2004 Fiscal Year

      The first Fiscal Quarter of
      the 2005 Fiscal Year and
      each Fiscal Quarter                                2.75:1
      thereafter
</TABLE>

            (c)   Holdings and the Borrower will not permit the Fixed Charge
      Coverage Ratio as of the last day of each Fiscal Quarter below be less
      than the ratio set forth opposite such Fiscal Quarter set forth below:

<TABLE>
<CAPTION>
                                                      Fixed Charge
                  Fiscal Quarter                      Coverage Ratio
                  --------------                      --------------
<S>                                                  <C>
      The third and fourth Fiscal
      Quarters of the 2002 Fiscal                        1.00:1
      Year

      The first, second, third
      and fourth Fiscal Quarters                         1.20:1
      of the 2003 Fiscal Year

      The first, second, third
      and fourth Fiscal Quarters                         1.25:1
      of the 2004 Fiscal Year

      The first Fiscal Quarter of
      the 2005 Fiscal Year and                           1.30:1
      each Fiscal Quarter
      thereafter
</TABLE>

      SECTION 7.2.5. Investments. Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, purchase, make, incur,
assume or permit to exist any Investment in any other Person, except:

            (a)   Investments existing on the Closing Date and identified in
      Item 7.2.5(a) of the Disclosure Schedule;

            (b)   cash and Cash Equivalent Investments;

            (c)   Investments received in connection with the bankruptcy or
      reorganization of, or settlement of delinquent accounts and disputes with,
      customers and suppliers, in each case in the ordinary course of business;

            (d)   Capital Expenditures to the extent permitted pursuant to
      Section 7.2.7;


                                      -87-
<PAGE>
            (e)   Investments by way of contributions to capital or purchases of
      Capital Stock (i) by the Borrower in any Subsidiary Guarantor or by any
      Subsidiary Guarantor in other Subsidiary Guarantors or (ii) by Holdings or
      any Subsidiary in the Borrower;

            (f)   Investments by the Borrower or a Subsidiary Guarantor by way
      of contributions to capital or purchases of Capital Stock of Foreign
      Subsidiaries not to exceed $1,000,000, net of repayments thereof and
      excluding, without duplication, permitted Indebtedness incurred pursuant
      to clause (h) of Section 7.2.2 to the extent such Indebtedness, together
      with all outstanding Investments under this clause (f), do not exceed
      $3,500,000 in the aggregate at any time outstanding;

            (g)   Investments by a Foreign Subsidiary in any other Foreign
      Subsidiary that is a wholly-owned Subsidiary;

            (h)   Investments (without duplication) that are permitted as
      Indebtedness pursuant to Section 7.2.2;

            (i)   Investments made by the Borrower and its Subsidiaries that
      constitute (i) accounts receivable arising, (ii) trade debt granted, or
      (iii) deposits made in connection with the purchase price of goods or
      services, in each case in the ordinary course of business;

            (j)   Investments in respect of Permitted Acquisitions;

            (k)   Investments consisting of any deferred portion of the sales
      price received by the Borrower or any Subsidiary in connection with any
      Disposition permitted under Section 7.2.11;

            (l)   Investments by the Borrower and its Subsidiaries in respect of
      (i) payroll, moving, travel and similar advances made in the ordinary
      course of business to cover matters that are expected at the time of such
      advance ultimately to be treated as expenses (in accordance with GAAP),
      and (ii) loans and advances to their respective employees, officers,
      directors and consultants in the ordinary course of business in an
      aggregate amount (determined without giving effect to any write-downs or
      write-offs of such loans and advances) not to exceed $2,000,000;

            (m)   Investments in respect of loans or extensions of credit made
      by Holdings or the Borrower ("Management Loans") to employees, officers,
      directors or consultants ("Management Investors") of Holdings or any of
      its Subsidiaries in connection with their purchase of newly issued Capital
      Stock of Holdings ("Management Shares"), so long as the proceeds of such
      loans (if any) are used concurrently dollar-for-dollar for the purchase of
      such Management Shares and then contributed concurrently by Holdings as a
      capital contribution to the Borrower;

            (n)   Restricted Payments permitted pursuant to Section 7.2.6;


                                      -88-
<PAGE>
            (o)   Investments by the Borrower in the form of intercompany loans
      to Holdings the proceeds of which are used to make payments permitted
      pursuant to Section 7.2.6;

            (p)   Investments pursuant to Hedging Obligations permitted
      hereunder;

            (q)   Investments in respect of the ownership of the Capital Stock
      of Subsidiaries created or acquired in accordance with the terms of this
      Section 7.2.5 or Section 7.2.9;

            (r)   advances to subcontractors in the ordinary course of business;

            (s)   non-cash consideration issued to the Borrower or any of its
      Subsidiaries by the purchaser of assets in connection with a sale of such
      assets to the extent permitted by Section 7.2.11; and

            (t)   other Investments by the Borrower and its Subsidiaries in an
      amount not to exceed $5,000,000 over the term of this Agreement plus other
      Investments (including Investments constituting Foreign Permitted
      Acquisitions) to the extent financed with new equity proceeds (not subject
      to clause (h) of Section 3.1.1) received by Holdings (and contributed to
      the Borrower) or Capital Stock of Holdings;

provided that

            (i)   any Investment which when made complies with the requirements
      of clause (a), (b) or (c) of the definition of the term "Cash Equivalent
      Investment" may continue to be held notwithstanding that such Investment
      if made thereafter would not comply with such requirements; and

            (ii)  no Investment otherwise permitted by clauses (f), (j) or (t)
      shall be permitted to be made if any Default has occurred and is
      continuing or would result therefrom.

      SECTION 7.2.6. Restricted Payments, etc. Holdings and the Borrower will
not, and will not permit any of their respective Subsidiaries to, declare or
make a Restricted Payment, or make any deposit for any Restricted Payment,
except:

            (a)   the Borrower may make Restricted Payments to Holdings for the
      purpose of paying, so long as all proceeds are promptly used by Holdings
      to pay, (i) reasonable fees for audit, legal and similar administrative
      services and other corporate overhead, (ii) customary fees to non-officer
      directors of Holdings who are not Affiliates of Holdings, (iii)
      out-of-pocket expenses to directors or observers of the board of directors
      of Holdings and (iv) taxes payable by Holdings;

            (b)   so long as at the time of such purchase (and after giving
      effect thereto) there shall exist no Default, Holdings may (and the
      Borrower may make Restricted Payments to Holdings to permit Holdings to)
      repurchase Management Shares from any Management Investor or repay (or
      make interest payments on) Indebtedness incurred


                                      -89-
<PAGE>
      pursuant to clause (o) of Section 7.2.2 (i) with proceeds of the key-man
      life insurance maintained on the life of such Management Investor and (ii)
      with cash in an aggregate amount not exceeding $2,500,000 per year up to a
      maximum aggregate amount equal to $10,000,000 over the term of this
      Agreement; provided that to the extent the amount of cash used to make
      such repurchases (or repayments and payments of such Indebtedness) in any
      Fiscal Year is less than $2,500,000, 100% of such unused amount may be
      carried forward to succeeding Fiscal Years and utilized to make such
      repurchases (or repayments and payments of such Indebtedness) in such
      succeeding Fiscal Years (up to such maximum amount);

            (c)   (i) any Subsidiary of the Borrower may make Restricted
      Payments to the Borrower or any wholly-owned Subsidiary of the Borrower
      which is the parent of such Subsidiary and (ii) any non-wholly-owned
      Subsidiary of the Borrower may make Restricted Payments to its
      shareholders generally so long as the Borrower or its Subsidiary which
      owns the equity interest in the Subsidiary making such Restricted Payment
      receives at least its proportionate share thereof (based upon its relative
      holding of the equity interests in the Subsidiary making such Restricted
      Payment);

            (d)   so long as no Default then exists or would result therefrom,
      the Borrower may make Restricted Payments to Holdings at the times, and in
      the amounts, necessary to enable Holdings to make any regularly scheduled
      interest or principal payments that are due and payable on any Permitted
      Seller Notes or in respect of any Qualifying Subordinated Debt to the
      extent that such payments are permitted to be made pursuant to Section
      7.2.8;

            (e)   repurchases of Capital Stock of Holdings deemed to occur upon
      the exercise of stock options if such Capital Stock represents a portion
      of the exercise price thereof and so long as no cash is paid or
      distributed by Holdings or any of its Subsidiaries in connection
      therewith; and

            (f)   the Tender Offer and the Merger shall be permitted.

            SECTION 7.2.7. Capital Expenditures, etc.

            (a)   Subject (in the case of Capitalized Lease Liabilities) to
      clause (f) of Section 7.2.2, the Borrower will not, and will not permit
      any of its Subsidiaries to, make or commit to make any Capital
      Expenditures on or after the Closing Date, other than Capital Expenditures
      made or committed to be made by the Borrower and its Subsidiaries in any
      Fiscal Year (or, in the case of the 2002 Fiscal Year, for the period from
      the Closing Date through December 31, 2002) which in the aggregate do not
      exceed $17,500,000 for such Fiscal Year (or such portion of the 2002
      Fiscal Year, as the case may be); provided that to the extent that Capital
      Expenditures made by the Borrower and its Subsidiaries during any Fiscal
      Year (or portion thereof) are less than the maximum amount permitted to be
      made for such Fiscal Year 100% of such unused amount (each such amount, a
      "carry-forward amount") may be carried forward to the immediately
      succeeding Fiscal Year and utilized to make Capital Expenditures in such
      succeeding Fiscal Year (it being understood and agreed that no carry
      forward amount may be carried


                                      -90-
<PAGE>
      beyond the Fiscal Year immediately succeeding the Fiscal Year in which it
      arose); provided, further, that, in addition to the foregoing, from and
      after the consummation of any Permitted Acquisition, the maximum Capital
      Expenditure amounts set forth above for each Fiscal Year shall be
      increased by an amount equal to 3% of the gross sales of each Person or
      business acquired in each such Permitted Acquisition for the 12 month
      period most recently ended prior to the consummation of such Permitted
      Acquisition for which financial statements available for such Person or
      business, (provided that the Capital Expenditure amount for the Fiscal
      Year in which such Permitted Acquisition is consummated shall only be
      increased by the amount set forth above in this proviso multiplied by a
      fraction the numerator of which is the number of days remaining in such
      Fiscal Year and the denominator of which is 365 or 366, as the case may
      be).

            (b)   In addition to any Capital Expenditures permitted pursuant to
      clause (a) above, the Borrower and its Subsidiaries may make Capital
      Expenditures (i) with Casualty Proceeds and Net Disposition Proceeds to
      the extent permitted by clauses (d) and (e) of Section 3.1.1, (ii) with
      Net Equity Proceeds or other equity proceeds not required to be applied to
      repay Term Loans pursuant to clause (h) of Section 3.1.1, (iii) with
      Excess Cash Flow for the immediately preceding Fiscal Year retained by the
      Borrower and not required to be applied to repay Term Loans pursuant to
      clause (f) of Section 3.1.1, (iv) with respect to the West Salem, Ohio
      facility in an aggregate amount not to exceed $8,000,000 to fully
      in-source the window lineal extrusion production capacity of such facility
      and (v) from and after January 1, 2005, so long as the Leverage Ratio is
      less than 2.50:1 as set forth in the most recent Compliance Certificate
      delivered pursuant to clause (c) of Section 7.1.1, an additional amount
      not to exceed $5,000,000. For the avoidance of doubt, any portion of any
      Permitted Acquisition that is permitted under Section 7.2.5 that is
      accounted for as Capital Expenditure shall not constitute a Capital
      Expenditure for purposes of this Section 7.2.7 (provided that the
      aggregate limit for Permitted Acquisitions shall be decreased
      dollar-for-dollar by the amount expended in respect of such Permitted
      Acquisition that is so accounted as a Capital Expenditure).

      SECTION 7.2.8. No Prepayment of Subordinated Debt. Except as otherwise
permitted by clause (b) of Section 7.2.6, Holdings and the Borrower will not,
and will not permit any of their respective Subsidiaries to, (i) make any
payment or prepayment of principal of, or premium or interest on, any
Subordinated Debt (A) other than the stated, scheduled payment of principal or
interest set forth in the applicable Other Debt Documents related to such
Indebtedness, or (B) which would violate the terms of this Agreement or the
applicable Other Debt Documents related to such Indebtedness, (ii) redeem,
retire, purchase, defease or otherwise acquire any Subordinated Debt (except
with proceeds from the escrow described in clause (q) of Section 7.2.3), or
(iii) make any deposit (including the payment of amounts into a sinking fund or
other similar fund) for any of the foregoing purposes (except with proceeds from
the escrow described in clause (q) of Section 7.2.3).

      SECTION 7.2.9. Capital Stock of Subsidiaries. Holdings and the Borrower
will not, and will not permit any of their respective Subsidiaries to, issue any
Capital Stock (whether for value or otherwise), other than (x) Capital Stock of
Holdings (other than Redeemable Capital Stock not otherwise permitted to be
issued pursuant to Section 7.2.2), (y) Capital Stock of the Borrower issued to
Holdings and pledged pursuant to the Holdings Pledge Agreement and (z) in the
case of


                                      -91-
<PAGE>
Subsidiaries of the Borrower, Capital Stock issued (i) to the Borrower or
another Subsidiary of the Borrower, (ii) for purposes of transfers permitted
under this Agreement and replacements of then outstanding shares of capital
stock, (iii) for purposes of stock splits, stock dividends and additional
issuances which are permitted under this Agreement and do not decrease the
percentage ownership of the Borrower or any of its Subsidiaries in any class of
the capital stock of such Subsidiaries, (iv) with respect to Foreign
Subsidiaries, to qualify directors or local nationals to the extent (but only to
the extent) required by applicable law, (v) in respect of Subsidiaries formed
after the Closing Date and permitted pursuant to this Agreement and (vi)
issuances of Capital Stock permitted pursuant to Section 7.2.5; provided that
the Capital Stock of all direct wholly-owned Domestic Subsidiaries of the
Borrower shall be pledged pursuant to the Borrower Pledge and Security
Agreement.

      SECTION 7.2.10. Consolidation, Merger, Acquisitions, etc. Holdings and the
Borrower will not, and will not permit any of their respective Subsidiaries to,
liquidate or dissolve, consolidate with, or merge into or with, any other
Person, or otherwise enter into or consummate any acquisition of any Person or
all or substantially all of the assets of any Person or any business of such
Person, except

            (a)   any Subsidiary may liquidate or dissolve voluntarily into, and
      may merge with and into, the Borrower (so long as the Borrower is the
      continuing or surviving corporation) or any other Subsidiary (provided
      that a Subsidiary Guarantor may only liquidate or dissolve into, or merge
      with and into, the Borrower or another Subsidiary Guarantor), and the
      assets or Capital Stock of any Subsidiary may be purchased or otherwise
      acquired by the Borrower or any other Subsidiary (provided that the assets
      or Capital Stock of any Subsidiary Guarantor may only be purchased or
      otherwise acquired by the Borrower or another Subsidiary Guarantor);
      provided, further, that in no event shall any Pledged Subsidiary
      consolidate with or merge with and into any Subsidiary other than another
      Pledged Subsidiary unless after giving effect thereto, the Administrative
      Agent shall have a perfected pledge of, and security interest in and to,
      at least the same percentage of the issued and outstanding interests of
      Capital Stock (on a fully diluted basis) of the surviving Person as the
      Administrative Agent had immediately prior to such merger or consolidation
      in form and substance satisfactory to the Administrative Agent, pursuant
      to such documentation and opinions as shall be necessary in the reasonable
      opinion of the Administrative Agent to create, perfect or maintain the
      collateral position of the Secured Parties therein; and

            (b)   Permitted Acquisitions in accordance with the definition
      hereof and, without duplication, Investments as, and to the extent,
      permitted by Section 7.2.5.

      SECTION 7.2.11. Permitted Dispositions. Holdings and the Borrower will
not, and will not permit any of their respective Subsidiaries to, Dispose of any
of the Borrower's or such Subsidiaries' assets (including accounts receivable,
Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one
transaction or series of transactions, except for the following:

            (a)   Dispositions of (i) inventory Disposed of in the ordinary
      course of its business, (ii) assets which are obsolete, worn out or
      otherwise no longer useful in the business of the Borrower and its
      Subsidiaries in the good faith judgment of management


                                      -92-
<PAGE>
      or (iii) other assets with a fair market value of $75,000 or less (up to
      an aggregate amount not to exceed $500,000 in any year);

            (b)   Dispositions permitted by Section 7.2.10;

            (c)   Dispositions made pursuant to non-exclusive licensing
      arrangements entered into by the Borrower or any of its Subsidiaries with
      respect to any of its intellectual property in the ordinary course of its
      business;

            (d)   (i) Dispositions for not less than the fair market value of
      the assets to be Disposed, (ii) the consideration received by the Borrower
      or applicable Subsidiary consists of at least 75% cash, (iii) the net book
      value of such assets, together with the net book value of all other assets
      Disposed of pursuant to this clause (d), does not exceed $2,000,000 in any
      Fiscal Year or $10,000,000 over the term of this Agreement and (iv)
      immediately prior to and after giving effect to such Disposition no
      Default shall have occurred and be continuing;

            (e)   Dispositions in respect of the sale or exchange of specific
      items of equipment, so long as the purpose of each such sale or exchange
      is to acquire (and results within 120 days of such sale or exchange in the
      acquisition of) replacement items of equipment which are the functional
      equivalent of the item of equipment so sold or exchanged;

            (f)   the AmerCable Disposition;

            (g)   Dispositions in respect of the sale or discount of receivables
      in the ordinary course of business and not as part of any financing
      transaction;

            (h)   Dispositions in respect of leases or subleases granted to
      other Persons in the ordinary course of business;

            (i)   Dispositions of Shares so long as such Shares constitute
      Margin Stock; and

            (j)   without duplication, Dispositions in respect of sales or
      leasebacks permitted under Section 7.2.15.

      SECTION 7.2.12. Modification of Certain Agreements. Holdings and the
Borrower will not, and will not permit any of their respective Subsidiaries to,
consent to any amendment, supplement, waiver or other modification of, or enter
into any forbearance from exercising any rights with respect to the terms or
provisions (i) of any of the Subordinated Debt, other than any amendment,
supplement, waiver or modification for which no fee is payable to the holders of
such Subordinated Debt and which (x) extends the date or reduces the amount of
any required repayment, prepayment or redemption of the principal of such
Subordinated Debt, (y) reduces the rate or extends the date for payment of the
interest, premium (if any) or fees payable on such Subordinated Debt or (z)
makes the covenants, events of default or remedies in respect of such
Subordinated Debt less restrictive on the obligors thereunder, or (ii) any of
the other Material Transaction Documents other than any amendment, supplement,
waiver or modification which


                                      -93-
<PAGE>
would not impair, or in any manner be adverse to, the right, interests or
obligations of any Secured Party under any Loan Document or (iii) any Organic
Document of Holdings, the Borrower or any of their respective Subsidiaries,
other than any amendment, supplement, waiver or modification which would not
impair, or in any manner be adverse to, the rights, interests or obligations of
any Secured Party under any Loan Document.

      SECTION 7.2.13. Transactions with Affiliates. Holdings and the Borrower
will not, and will not permit any of their respective Subsidiaries to, enter
into or cause or permit to exist any arrangement, transaction or contract
(including for the purchase, lease or exchange of property or the rendering of
services) with any of its other Affiliates, unless such arrangement, transaction
or contract is on terms customary for similar arrangements, transactions or
contracts entered into by Persons generally and such terms are no less favorable
to Holdings or such Subsidiary than it could obtain in an arm's-length
transaction with a Person that is not an Affiliate, except:

            (a)   Restricted Payments may be made to the extent provided in
      Section 7.2.6;

            (b)   transactions exclusively between or among the Borrower and one
      or more Subsidiary Guarantors that are wholly-owned Subsidiaries of the
      Borrower and not Foreign Subsidiaries or exclusively between or among such
      Subsidiary Guarantors;

            (c)   Holdings and its Subsidiaries may conduct any transaction
      otherwise permitted pursuant to (i) clauses (c), (g), (h), (i), (k), (o),
      (p), (q) and (v) of Section 7.2.2, (ii) clauses (c), (i), (k) and (m) of
      Section 7.2.3, (iii) clauses (a), (e), (f), (g), (l), (m), (o), (q) and
      (t) of Section 7.2.5, (iv) Section 7.2.6, Section 7.2.9, (vi) clause (a)
      of Section 7.2.10 and (vii) to the extent otherwise permitted pursuant to
      clause (c)(i) above, clause (h) of Section 7.2.5;

            (d)   the Borrower and its Subsidiaries may make payments to Harvest
      Partners and its Affiliates pursuant to the Management Agreement as in
      effect on the Closing Date;

            (e)   customary fees to non-officer directors of Holdings and its
      Subsidiaries; and

            (f)   employment, employee benefit, consulting and indemnity
      arrangements with officers, directors, employees and consultants of
      Holdings and its Subsidiaries in the ordinary course of business.

Except for the transactions permitted above pursuant to this Section 7.2.13, (i)
prior to entering into any transaction or series related transactions with any
Affiliate of the Borrower or any Affiliate of the Borrower's Subsidiaries
involving or having a value in excess of $1,000,000 the Borrower shall deliver
to the Agents a certificate of an Authorized Officer stating that, in the good
faith determination of the Board of Directors of the Borrower (as evidenced by a
resolution), the transaction is on terms in all material respects no less
favorable to Holdings, the Borrower or any of their respective Subsidiaries, as
the case may be, than could be obtained from an unaffiliated party and (ii)
Holdings, the Borrower or any of their respective Subsidiaries shall not enter
into any transaction with any of their respective Affiliates involving or having
a value of more than $10,000,000 or if there is no member of the Board of
Directors of the Borrower


                                      -94-
<PAGE>
who does not have any direct or indirect financial interest in or with respect
to the transaction being considered, unless Holdings, the Borrower or such
Subsidiary, as the case may be, has received an opinion from an independent
financial advisor to the effect that such transaction (or series of
transactions) is fair to Holdings, the Borrower or such Subsidiary, as the case
may be, from a financial point of view.

      SECTION 7.2.14. Restrictive Agreements, etc. Holdings and the Borrower
will not, and will not permit any of their respective Subsidiaries to, enter
into any agreement prohibiting

            (a)   the creation or assumption of any Lien upon any properties,
      revenues or assets of any Obligor, whether now owned or hereafter
      acquired, for the benefit of any Secured Party;

            (b)   the ability of any Obligor to amend or otherwise modify any
      Loan Document; or

            (c)   the ability of any Subsidiary to make any payments, directly
      or indirectly, to the Borrower, including by way of dividends, advances,
      repayments of loans, reimbursements of management and other intercompany
      charges, expenses and accruals or other returns on investments, or
      transfer any of its assets or property to the Borrower.

The foregoing prohibitions shall not apply to restrictions contained (i) in any
Loan Document, (ii) in the case of clauses (a) and (c), in any agreement
governing any Indebtedness permitted by clause (f) of Section 7.2.2 as to the
assets financed with the proceeds of such Indebtedness and (iii) in the case of
clauses (a) and (c), pursuant to (A) applicable law, (B) customary
non-assignment provisions in leases or other contracts, (C) customary provisions
restricting the transfer of property or assets that are subject to a Permitted
Lien or an agreement to transfer such property or assets and (D) in any
agreement governing any Indebtedness permitted by clauses (j), (m) and (v)(ii)
of Section 7.2.2; provided that, with respect to any such Indebtedness of the
type permitted by clause (m) of Section 7.2.2, this clause (D) shall only apply
with respect to agreements in effect as of the time such Indebtedness is
assumed.

      SECTION 7.2.15. Sale and Leaseback. Holdings and the Borrower will not,
and will not permit any of their respective Subsidiaries to, directly or
indirectly enter into any agreement or arrangement providing for the sale or
transfer by it of any property (now owned or hereafter acquired) to a Person and
the subsequent lease or rental of such property or other similar property from
such Person; provided that the Borrower and its Subsidiaries may enter into any
agreement or arrangement providing for the sale or transfer by it of any
property (now owned or hereafter acquired) to a Person and the subsequent lease
or rental of such property or other similar property from such Person so long as
at the time of determination the present value (discounted at the interest rate
implicit in the lease) of the obligation of the lessee of the property subject
to such sale and leaseback transaction for rental payments during the remaining
term of the lease included in such transaction, including any period for which
such lease has been extended or may, at the option of the lessor, be extended or
until the earliest date on which the lessee may terminate such lease without
penalty or upon payment of penalty (in which case the rental payments shall
include such penalty), after excluding all amounts required to be paid on


                                      -95-
<PAGE>
account of maintenance and repairs, insurance, taxes, assessments, water,
utilities and similar charges, does not exceed at any time $2,500,000.

      SECTION 7.2.16. Take or Pay Contracts. Holdings and the Borrower will not,
and will not permit any of their respective Subsidiaries to, enter into or be a
party to any arrangement for the purchase of materials, supplies, other property
or services if such arrangement by its express terms requires that payment be
made by Holdings, the Borrower or such Subsidiary regardless of whether such
materials, supplies, other property or services are delivered or furnished to it
except in the ordinary course of business and consistent with past practices.

      SECTION 7.2.17. Fiscal Year. Except as contemplated by the definition of
Fiscal Year, the Borrower will not change its Fiscal Year.

      SECTION 7.2.18. Activities of Holdings. Notwithstanding any provision to
the contrary herein and without limiting the effect of any provision contained
in this Article VII, Holdings will not (a) create, incur, assume or suffer to
exist any Indebtedness (other than (i) Indebtedness in respect of the guaranty
contained in Article IX, Permitted Seller Notes, Bridge Loans, Qualifying
Subordinated Debt and the repurchase of its Capital Stock, and (ii) as provided
in clauses (o), (p), and (q) of Section 7.2.2), (b) create, assume, or suffer to
exist any Lien upon, or grant any options or other rights with respect to, any
of its revenues, property or other assets, whether now owned or hereafter
acquired (other than as provided in clauses (a) and (j) of Section 7.2.3), (c)
wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing),
consolidate or amalgamate with or merge into or with any other Person, or
convey, sell, transfer, lease or otherwise dispose of all or any part of its
assets, in one transaction or a series of transactions, to any Person or
Persons, (d) create, incur, assume or suffer to exist any Investment in any
Person (other than its continuing ownership of all the shares of Capital Stock
of the Borrower and Investments otherwise permitted under Section 7.2.5), (e)
declare or make a Restricted Payment, or make any deposit for any Restricted
Payment (other than provided in Section 7.2.6), (f) permit to be taken any
action that would result in a Change in Control or (g) engage in any other
business activity except in compliance with its Obligations under the Loan
Documents and except for any business activity that Holdings is expressly
permitted to conduct pursuant to a specific provision hereunder.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

      SECTION 8.1. Listing of Events of Default. Each of the following events or
occurrences described in this Article shall constitute an "Event of Default".

      SECTION 8.1.1. Non-Payment of Obligations. The Borrower shall default in
the payment or prepayment when due of

            (a)   any principal of any Loan, any Reimbursement Obligation or any
      deposit of cash for collateral purposes pursuant to Section 2.6.4; or


                                      -96-
<PAGE>
            (b)   any interest on any Loan, any fee described in Article III or
      any other monetary Obligation, and such default shall continue unremedied
      for a period of three Business Days after such amount was due.

      SECTION 8.1.2. Breach of Warranty. Any representation or warranty of any
Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V) is or shall be incorrect when made
or deemed to have been made in any material respect.

      SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
Holdings or the Borrower shall default in the due performance or observance of
any of its obligations under clause (e) of Section 7.1.1, clause (a)(i) of
Section 7.1.2, Section 7.1.11 or Section 7.2.

      SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. (a)
Holdings or the Borrower shall default in the due performance or observance of
any of its obligations under clause (a), (b) or (c) of Section 7.1.1 and such
default shall continue unremedied for a period of 30 days.

      (b)   Holdings or the Borrower shall default in the due performance or
observance of any of its obligations under Section 7.1.1 (other than clause (a),
(b), (c) or (e) thereof), 7.1.8, 7.1.9 or 7.1.10 and such default shall continue
unremedied for a period of 30 days; or any Obligor shall default in the due
performance and observance of any agreement contained in any Loan Document
executed by it (other than the agreements described in Section 8.1.1, 8.1.2,
8.1.3 or clause (a) of Section 8.1.4(a)), and such default shall continue
unremedied for a period of 30 days after notice thereof shall have been given to
the Borrower by any Agent or the Required Lenders.

      SECTION 8.1.5. Default on Other Indebtedness. A default shall occur in the
payment of any amount when due (subject to any applicable grace period), whether
by acceleration or otherwise, of any principal or stated amount of, or interest
or fees on, any Indebtedness (other than Indebtedness described in Section
8.1.1) of Holdings, the Borrower or any of their respective Subsidiaries having
a principal or stated amount, individually or in the aggregate, in excess of
$5,000,000, or a default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness if the effect of such
default is to accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time sufficient to permit
the holder or holders of such Indebtedness, or any trustee or agent for such
holders, to cause or declare such Indebtedness to become due and payable or to
require such Indebtedness to be prepaid, redeemed, purchased or defeased, or
require an offer to purchase or defease such Indebtedness to be made, prior to
its expressed maturity.

      SECTION 8.1.6. Judgments. Any judgment or order for the payment of money,
individually or in the aggregate, in excess of $5,000,000 (exclusive of any
amounts fully covered by insurance (less any applicable deductible) to the
extent the provider of such insurance is not denying its liability with respect
thereto) shall be rendered against Holdings, the Borrower or any of their
respective Subsidiaries and such judgment shall not have been paid, vacated or
discharged or stayed or bonded pending appeal within 30 days after the entry
thereof or


                                      -97-
<PAGE>
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order.

      SECTION 8.1.7. Pension Plans. Any of the following events shall occur with
respect to any Pension Plan or Multiemployer Plan (i) the institution of any
steps by Holdings, the Borrower, any member of the Controlled Group or any other
Person to terminate a Pension Plan if, as a result of such termination,
Holdings, the Borrower or any such member is required to make a contribution to
such Pension Plan, or could reasonably be expected to incur a liability or
obligation to such Pension Plan, in excess of $5,000,000, (ii) a contribution
failure occurs with respect to any Pension Plan sufficient to give rise to a
Lien under section 302(f) of ERISA in an amount in excess of $5,000,000 or (iii)
the complete or partial withdrawal of any of Holdings, the Borrower or any
member of the Controlled Group from a Multiemployer Plant that results in or
would reasonably be likely to result in withdrawal liability of Holdings or any
of its Subsidiaries in an amount in excess of $5,000,000 or a Material Adverse
Effect.

      SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

      SECTION 8.1.9. Bankruptcy, Insolvency, etc. Holdings, the Borrower or any
Material Subsidiary shall

            (a)   become insolvent or generally fail to pay, or admit in writing
      its inability or unwillingness generally to pay, debts as they become due;

            (b)   apply for, consent to or suffer to exist the appointment of a
      trustee, receiver, sequestrator or other custodian for any substantial
      part of the property of any thereof, or make a general assignment for the
      benefit of creditors;

            (c)   in the absence of such application, consent, sufferance or
      assignment, permit or suffer to exist the appointment of a trustee,
      receiver, sequestrator or other custodian for a substantial part of the
      property of any thereof, and such trustee, receiver, sequestrator or other
      custodian shall not be discharged within 60 days; provided that Holdings
      and the Borrower (for themselves and their Material Subsidiaries) hereby
      expressly authorize each Secured Party to appear in any court conducting
      any relevant proceeding during such 60-day period to preserve, protect and
      defend their rights under the Loan Documents;

            (d)   permit or suffer to exist the commencement of any bankruptcy,
      reorganization, debt arrangement or other case or proceeding under any
      bankruptcy or insolvency law or any dissolution, winding up or liquidation
      proceeding, in respect thereof, and, if any such case or proceeding is not
      commenced by Holdings, the Borrower or any such Material Subsidiary, such
      case or proceeding shall be consented to or acquiesced in by such Person
      or shall result in the entry of an order for relief or shall remain for 60
      days undismissed; provided that Holdings and the Borrower (for themselves
      and their Material Subsidiaries) hereby expressly authorize each Secured
      Party to appear in any court conducting any such case or proceeding during
      such 60-day period to preserve, protect and defend their rights under the
      Loan Documents; or


                                      -98-


<PAGE>

                  (e) take any board of director action authorizing, or in
         furtherance of, any of the foregoing.

         SECTION 8.1.10. Impairment of Security, etc. Any material provision of
any Loan Document or any Lien granted thereunder with respect to any material
assets shall (except in accordance with its terms), in whole or in part,
terminate, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; any Obligor shall contest
in any manner such effectiveness, validity, binding nature or enforceability;
or, except as permitted under any Loan Document, any Lien securing any
Obligation shall, in whole or in part, cease to be a perfected first priority
Lien.

         SECTION 8.1.11. Failure of Subordination. Unless otherwise waived or
consented to by the Required Lenders, the Agents and the Issuers in writing, the
subordination provisions relating to any Subordinated Debt (the "Subordination
Provisions") shall fail to be enforceable by the Lenders, the Agents and the
Issuers in material accordance with the terms thereof or the monetary
Obligations shall fail to constitute "Senior Indebtedness" (or a similar term)
referring to the Obligations; or any Obligor shall disavow or contest in any
manner, or shall support or fail to contest any holder of Subordinated Debt
which disavows or contests in any manner, (i) the effectiveness, validity or
enforceability of any of the material Subordination Provisions, (ii) that the
Subordination Provisions exist for the benefit of the Lenders, the Agents and
the Issuers or (iii) that all payments of principal of or premium and interest
on the Subordinated Debt, or realized from the liquidation of any property of
any Obligor, shall be subject to any of such Subordination Provisions.

         SECTION 8.1.12. Additional Equity Investment. Holdings shall not have
received, and simultaneously contributed to the Borrower, the Additional Equity
Investments, if required, as set forth in subclause (B) of the proviso in clause
(ii) of the third recital within 30 Business Days after the Closing Date.

         SECTION 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 shall occur with respect to the
Borrower, the Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding Loans and all
other Obligations (including Reimbursement Obligations) shall automatically be
and become immediately due and payable by the Borrower, without notice or demand
to any Person, and the Borrower shall automatically and immediately be obligated
to Cash Collateralize all Letter of Credit Outstandings.

         SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9 with respect to the Borrower) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative Agent, upon the
written direction of the Required Lenders, shall by notice to the Borrower
declare all or any portion of the outstanding principal amount of the Loans and
other Obligations (including Reimbursement Obligations) to be due and payable by
the Borrower and/or the relevant Commitments (if not theretofore terminated) to
be terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the relevant Commitments shall terminate and the

                                      -99-
<PAGE>
Borrower shall automatically and immediately be obligated to Cash Collateralize
all Letter of Credit Outstandings.

                                   ARTICLE IX
                                HOLDINGS GUARANTY

         SECTION 9.1. Guaranty. Holdings hereby absolutely, unconditionally and
irrevocably

                  (a) guarantees the full and punctual payment when due, whether
         at stated maturity, by required prepayment, declaration, acceleration,
         demand or otherwise, of all Obligations of the Borrower now or
         hereafter existing, whether for principal, interest, fees, expenses or
         otherwise (including all such amounts which would become due but for
         the operation of the automatic stay under Section 362(a) of the United
         States Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of
         Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
         U.S.C. Section 502(b) and Section 506(b)), and

                  (b) indemnifies and holds harmless each Secured Party and each
         holder of a Note for any and all costs and expenses (including
         reasonable attorneys' fees and expenses) incurred by such Secured Party
         or such holder, as the case may be, in enforcing any rights under the
         guaranty set forth in this Article IX.

The guaranty set forth in this Article IX constitutes a guaranty of payment when
due and not of collection, and Holdings specifically agrees that it shall not be
necessary or required that any Secured Party or any holder of any Note exercise
any right, assert any claim or demand or enforce any remedy whatsoever against
the Borrower or any other Obligor (or any other Person) before or as a condition
to the obligations of Holdings under the guaranty set forth in this Article IX.

         SECTION 9.2. Acceleration of Holdings Guaranty. Holdings agrees that,
in the event of the occurrence of an Event of Default described under Section
8.1.9 with respect to the Borrower, and if such event shall occur at a time when
any of the Obligations of the Borrower and each other Obligor may not then be
due and payable, Holdings agrees that it will pay to the Administrative Agent
for the account of the Secured Parties forthwith the full amount which would be
payable under the guaranty set forth in this Article IX by Holdings if all such
Obligations were then due and payable.

         SECTION 9.3. Guaranty Absolute, etc. The guaranty set forth in this
Article IX shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Obligations of the Borrower and each other Obligor have been paid in full in
cash, all obligations of Holdings under the guaranty set forth in this Article
IX shall have been paid in full in cash, all Letters of Credit have been
terminated or expired and all Commitments shall have terminated. Holdings
guarantees that the Obligations of the Borrower will be paid strictly in
accordance with the terms of this Agreement and each other Loan Document under
which they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party or any holder of any Note with respect thereto. The liability of
Holdings under the


                                     -100-
<PAGE>
guaranty set forth in this Article IX shall be absolute, unconditional and
irrevocable irrespective of:

                  (a) any lack of validity, legality or enforceability of this
         Agreement, any Note or any other Loan Document;

                  (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
         remedy against the Borrower, any other Obligor or any other Person
         (including any other guarantor (including Holdings)) under the
         provisions of this Agreement, any Note, any other Loan Document or
         otherwise, or

                  (ii) to exercise any right or remedy against any other
         guarantor (including Holdings) of, or collateral securing, any
         Obligations of the Borrower;

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Obligations of the Borrower, or
         any other extension, compromise or renewal of any Obligation of the
         Borrower;

                  (d) any reduction, limitation, impairment or termination of
         any Obligations of the Borrower for any reason, including any claim of
         waiver, release, surrender, alteration or compromise, and shall not be
         subject to (and Holdings hereby waives any right to or claim of) any
         defense or setoff, counterclaim, recoupment or termination whatsoever
         by reason of the invalidity, illegality, nongenuineness, irregularity,
         compromise, unenforceability of, or any other event or occurrence
         affecting, any Obligations of the Borrower or otherwise;

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         this Agreement, any Note or any other Loan Document;

                  (f) any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any other
         guaranty, held by any Secured Party or any holder of any Note securing
         any of the Obligations of the Borrower; or

                  (g) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, the
         Borrower, any surety or any guarantor.

         SECTION 9.4. Reinstatement, etc. Holdings agrees that the guaranty set
forth in this Article IX shall continue to be effective or be reinstated, as the
case may be, if at any time any payment (in whole or in part) of any of the
Obligations is rescinded or must otherwise be restored by any Secured Party or
any holder of any Note, upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, all as though such payment had not been made.


                                     -101-
<PAGE>
         SECTION 9.5. Waiver, etc. Holdings hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Obligations
of the Borrower and the guaranty set forth in this Article IX and any
requirement that the Administrative Agent, any other Secured Party or any holder
of any Note protect, secure, perfect or insure any security interest or Lien, or
any property subject thereto, or exhaust any right or take any action against
the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Obligations of the Borrower.

         SECTION 9.6. Postponement of Subrogation, etc. Holdings agrees that it
will not exercise any rights which it may acquire by way of rights of
subrogation under the guaranty set forth in this Article IX, by any payment made
under the guaranty set forth in this Article IX or otherwise, until the prior
payment in full in cash of all Obligations of the Borrower and each other
Obligor, the termination or expiration of all Letters of Credit and the
termination of all Commitments. Any amount paid to Holdings on account of any
such subrogation rights prior to the payment in full in cash of all Obligations
of the Borrower and each other Obligor shall be held in trust for the benefit of
the Secured Parties and each holder of a Note and shall immediately be paid to
the Administrative Agent for the benefit of the Secured Parties and each holder
of a Note and credited and applied against the Obligations of the Borrower and
each other Obligor, whether matured or unmatured, in accordance with the terms
of this Agreement. In furtherance of the foregoing, for so long as any
Obligations or Commitments remain outstanding, Holdings shall refrain from
taking any action or commencing any proceeding against the Borrower or any other
Obligor (or its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in the respect of payments made
under the guaranty set forth in this Article IX to any Secured Party or any
holder of a Note.

         SECTION 9.7. Successors, Transferees and Assigns; Transfers of Notes,
etc. The guaranty set forth in this Article IX shall:

                  (a) be binding upon Holdings, and its successors, transferees
         and assigns; and

                  (b) inure to the benefit of and be enforceable by the
         Administrative Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (b), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document (including the guaranty set forth in this
Article IX) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 11.11 and Article X.

                                   ARTICLE X
                                   THE AGENTS

         SECTION 10.1. Appointments and Authorizations; Actions. (a) Each Lender
hereby appoints Credit Suisse First Boston, Cayman Islands Branch, as its
Syndication Agent and UBS AG, Stamford Branch, as its Administrative Agent under
and for purposes of each Loan Document. Each Lender authorizes the
Administrative Agent and/or the Syndication Agent to


                                     -102-
<PAGE>
act on behalf of such Lender under each Loan Document and, in the absence of
other written instructions from the Required Lenders received from time to time
by the Agents (with respect to which each such Agent agrees that it will comply,
except as otherwise provided in this Section or as otherwise advised by counsel
in order to avoid contravention of applicable law), to exercise such powers
hereunder and thereunder as are specifically delegated to or required of each
such Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) each Agent, pro rata according
to such Lender's proportionate Total Exposure Amount, from and against any and
all liabilities, obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, each such Agent in any way relating to or arising out of any
Loan Document, including reasonable attorneys' fees, and as to which each such
Agent is not reimbursed by the Borrower; provided however, that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted from such Agent's
gross negligence or willful misconduct. Neither Agent shall be required to take
any action under any Loan Document, or to prosecute or defend any suit in
respect of any Loan Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of either Agent shall be or become, in
such Agent's determination, inadequate, such Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given. Notwithstanding any
provision to the contrary contained elsewhere in any Loan Document, neither
Agent shall have any duties or responsibilities except those expressly set forth
herein, nor shall either such Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into any Loan
Document or otherwise exist against either such Agent.

                  (b) Each Issuer shall act on behalf of the Lenders with
         respect to the Letters of Credit issued by it and the documents
         associated therewith until such time and except for so long as the
         Administrative Agent may agree at the request of the Required Lenders
         to act for such Issuer with respect thereto; provided that each Issuer
         shall have all of the benefits and immunities (i) provided to the
         Agents in this Section 10.1 with respect to any acts taken or omissions
         of such Issuer in connection with Letters of Credit issued by it or
         proposed to be issued by it and the applications and agreements for
         letters of credit pertaining to the Letters of Credit as fully as if
         the term "Agent", as used in this Section 10.1, included each such
         Issuer with respect to such acts or omissions, and (ii) as additionally
         provided in this Agreement with respect to each such Issuer.

                  (c) The Swing Line Lender shall have all of the benefits and
         immunities (i) provided to the Agents in this Section 10.1 with respect
         to any acts taken or omissions suffered by the Swing Line Lender in
         connection with Swing Line Loans made or proposed to be made by it as
         fully as if the term "Agent", as used in this Section 10.1, included
         the Swing Line Lender with respect to such acts or omissions and (ii)
         as additionally provided in this Agreement with respect to the Swing
         Line Lender.

                                     -103-
<PAGE>
                  (d) The Lenders authorize the Administrative Agent to hold,
         for and on behalf of the Lenders, security in the assets and properties
         of Holdings and each of its Subsidiaries securing the Obligations.

         SECTION 10.2. Funding, Reliance, etc. Unless the Administrative Agent
shall have been notified in writing by any Lender by 3:00 p.m. on the Business
Day prior to a Borrowing that such Lender will not make available the amount
which would constitute its Percentage of such Borrowing on the date specified
therefor, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If and to the
extent that such Lender shall not have made such amount available to the
Administrative Agent, such Lender and the Borrower severally agree to repay the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date the Administrative Agent made such
amount available to the Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing (in the case of the Borrower) and (in the case of a
Lender), at the Federal Funds Rate, for the first two Business Days after which
such amount has not been repaid, and thereafter at the interest rate applicable
to Loans comprising such Borrowing.

         SECTION 10.3. Exculpation. Neither Agent nor any of its respective
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under any Loan Document, in connection
herewith or therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals, statements, representations or
warranties herein or therein or in any certificate, report, statement or other
document referred to or provided for herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the observance or performance by any Obligor of
its Obligations. Any such inquiry which may be made by either Agent shall not
obligate it to make any further inquiry or to take any action. Each such Agent
shall be entitled to rely upon advice of counsel concerning legal matters and
upon any notice, consent, certificate, statement or writing which such Agent
believes to be genuine and to have been presented by a proper Person.

         SECTION 10.4. Successor. The Syndication Agent may resign as such upon
10 Business Day's notice to the Borrower and the Administrative Agent. It is
agreed that to the extent the Syndication Agent has resigned, all provisions of
any Loan Document requiring the consent of the Syndication Agent or the Agents
shall be deemed to require the consent of the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may appoint another Lender as a successor
Administrative Agent which shall thereupon become the Administrative Agent
hereunder. If no successor Administrative Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch


                                     -104-
<PAGE>
or agency of a commercial banking institution, and having a combined capital and
surplus of at least $250,000,000 to act as Administrative Agent until such time,
if any, as the Required Lenders appoint a successor Administrative Agent as
provided above; provided that if, such retiring Administrative Agent is unable
to find a commercial banking institution which is willing to accept such
appointment and which meets the qualifications set forth in above, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall assume and perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor as provided for above. The appointment of any successor Administrative
Agent pursuant to the fifth sentence of this Section 10.4 shall require the
consent of the Borrower, which consent shall not be unreasonably withheld or
delayed and which consent shall not be required if a Default has occurred and is
then continuing. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall be entitled to receive from the retiring Administrative Agent such
documents of transfer and assignment as such successor Administrative Agent may
reasonably request, and shall thereupon succeed to and become vested with all
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of this
Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under the Loan Documents, and
Sections 11.3 and 11.4 shall continue to inure to its benefit.

         SECTION 10.5. Credit Extensions by each Agent. Each of the Agents, and
each Issuer shall have the same rights and powers with respect to (x)(i) in the
case of an Agent, the Credit Extensions made by it or any of its Affiliates and
(ii) in the case of each Issuer, the Loans made by it or any of its Affiliates,
and (y) the Loans held by it or any of its Affiliates as any other Lender and
may exercise the same as if it were not an Agent or an Issuer. Each Agent, each
Issuer and each and each of their respective Affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with the
Borrower or any Subsidiary or Affiliate of the Borrower as if such Agent or such
Issuer were not an Agent or an Issuer hereunder. The Lenders acknowledge that,
pursuant to such activities, the Agents or their respective Affiliates may
receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or such Affiliate) and acknowledge that the Agents and their respective
Affiliates shall be under no obligation to provide such information to them.

         SECTION 10.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender's
review of the financial information of the Borrower and its Subsidiaries, the
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitments.
Each Lender also acknowledges that it will, independently of each Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under the Loan Documents.


                                     -105-
<PAGE>
         SECTION 10.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of the
Loan Documents (unless concurrently delivered to the Lenders by the Borrower).
The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of the Loan
Documents.

         SECTION 10.8. Reliance by Agents. Each of the Agents shall be entitled
to rely, and shall be fully protected in relying, upon any certification, notice
or other communication (including any thereof by telephone, telecopy, telegram
or cable) believed by it to be genuine and correct and to have been signed, sent
or made by or on behalf of the proper Person, and upon advice and statements of
legal counsel, independent accountants and other experts selected by such Agent.
As to any matters not expressly provided for by the Loan Documents, each of the
Agents shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or thereunder in accordance with instructions given by the
Required Lenders or all of the Lenders as is required in such circumstance or as
such Agent deems appropriate, and such instructions of such Lenders and any
action taken or failure to act pursuant thereto shall be binding on all Secured
Parties; prior to acting, or refraining from acting, in any such circumstance,
either such Agent may request confirmation from the Lenders of their obligation
to indemnify such Agent against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. For
purposes of applying amounts in accordance with this Section, each Agent shall
be entitled to rely upon any Secured Party that has entered into a Rate
Protection Agreement with any Obligor for a determination (which such Secured
Party agrees to provide or cause to be provided upon request of the
Administrative Agent) of the outstanding Obligations owed to such Secured Party
under any Rate Protection Agreement. Unless it has actual knowledge evidenced by
way of written notice from any such Secured Party and the Borrower to the
contrary, each of the Agents, in acting in such capacity under the Loan
Documents, shall be entitled to assume that no Rate Protection Agreements or
Obligations in respect thereof are in existence or outstanding between any
Secured Party and any Obligor.

         SECTION 10.9. Notice of Defaults. Neither Agent shall be deemed to have
knowledge or notice of the occurrence of a Default or an Event of Default unless
such Agent has received a written notice from a Lender or the Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that either Agent receives such a notice of
the occurrence of a Default or Event of Default, such Agent shall give prompt
notice thereof to the Lenders. Each of the Agents shall (subject to Section
11.1) take such action with respect to such Default or Event of Default as shall
be directed by the Required Lenders (or, if required, all Lenders) and in
accordance with the terms of this Agreement; provided that unless and until
either such Agent shall have received such directions, such 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 interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or all Lenders, as applicable.



                                     -106-
<PAGE>
                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. Waivers, Amendments, etc. The provisions of each Loan
Document (other than Letters of Credit and the Agents' Fee Letter (which
documents may be amended or otherwise modified in accordance with the terms
thereof)) may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to by the Borrower
and the Required Lenders; provided that no such amendment, modification or
waiver shall:

                  (a) modify this Section 11.1 without the consent of all
         Lenders (except such amendments as may be required for the purpose (but
         solely for the purpose) of effecting an increase of a Commitment Amount
         or the inclusion of a new commitment pursuant to clause (g) below);

                  (b) increase the aggregate amount of any Credit Extensions
         required to be made by a Lender pursuant to a Commitment (it being
         understood that waivers or modifications (x) of conditions precedent,
         covenants, Defaults or Events of Default or (y) of a mandatory
         reduction in the Commitment Amount relating to such Commitment shall
         not constitute an increase of the aggregate amount of Credit Extensions
         that may be required to be made by such Lender pursuant to such
         Commitment), extend any final Commitment Termination Date or reduce any
         fees described in Article III payable to any Lender (it being
         understood that any amendment or modification to the financial
         definitions in this Agreement or to Section 1.4 shall not constitute a
         reduction in the fees payable under Article III), in each case without
         the consent of such Lender;

                  (c) extend the final Stated Maturity Date for any Lender's
         Loan, or, except for the waiver of any applicable post default increase
         in interest rates or fees, reduce the principal amount of, rate of
         interest or fees on any Loan or Reimbursement Obligations (which shall
         in each case include the conversion of all or any part of the
         Obligations into equity of any Obligor (it being understood that any
         amendment or modification to the financial definitions in this
         Agreement or to Section 1.4 shall not constitute a reduction in the
         rate of interest or fees for the purposes of this clause (c) so long as
         the principal purpose of such amendment or modification was not to
         reduce the rate of interest or fees)), or extend the date on which
         interest or fees are payable in respect of such Loan or Reimbursement
         Obligation, in each case, without the consent of the Lender which has
         made such Loan or, in the case of a Reimbursement Obligation, the
         respective Issuer owed, and those Lenders participating in, such
         Reimbursement Obligation (it being understood and agreed, however, that
         any vote to rescind any acceleration made pursuant to Section 8.2 and
         Section 8.3 of amounts owing with respect to the Loans and other
         Obligations shall only require the vote of the Required Lenders);

                  (d) reduce the percentage set forth in the definition of
         "Required Lenders" (it being understood that, with the consent of the
         Required Lenders, additional extensions of credit pursuant to this
         Agreement may be included in the determination of the Required Lenders
         on substantially the same basis as the extensions of Term Loans and
         Revolving Loan Commitments are included on the Closing Date) or modify
         any requirement


                                     -107-
<PAGE>
hereunder that any particular action be taken by all Lenders without the consent
of all Lenders;

                  (e) except as otherwise expressly provided in a Loan Document,
         (i) permit the assignment by the Borrower of its Obligations under the
         Loan Documents, (ii) release Holdings from its Obligations under the
         Holdings Guaranty, Mergerco from its Obligations under the Mergerco
         Guaranty or any Subsidiary Guarantor from its Obligations under the
         Subsidiary Guaranty (other than in connection with a Disposition of all
         or substantially all of the Capital Stock of such Subsidiary Guarantor
         in a transaction permitted by Section 7.2.11) or (iii) release all or
         substantially all of the collateral under the Loan Documents, in each
         case without the consent of all Lenders; provided that the Required
         Lenders may at any time consent to the release of any Subsidiary
         Guarantor that (A) accounted for no more than 15% of consolidated
         revenues of Holdings and its Subsidiaries for the four consecutive
         Fiscal Quarters of Holdings ending on December 31, 2001 or if more
         recent financial information is (or is required to be) available, the
         last day of the most recently completed Fiscal Quarter with respect to
         which, pursuant to Section 7.1.1, financial statements have been, or
         are required to have been, delivered by Holdings to the Administrative
         Agent and (B) has assets which represent no more than 15% of the
         consolidated assets of Holdings and its Subsidiaries as of December 31,
         2001, or if more recent financial information is (or is required to be)
         available, the last day of the last Fiscal Quarter of the most recently
         completed Fiscal Quarter with respect to which, pursuant to Section
         7.1.1, financial statements have been, or are required to have been,
         delivered by Holdings to the Administrative Agent;

                  (f) amend, modify or waive clause (b) of Section 3.1.1 in a
         manner adverse to the holders of Revolving Loan Commitments unless such
         amendment, modification or waiver shall have been consented to by the
         holders of at least a majority of the Revolving Loan Commitments;

                  (g) amend, modify or waive the provisions of clause (a)(i),
         (c), (d), (e), (f), (g) or (h) of Section 3.1.1 or clause (b) of
         Section 3.1.2, unless such amendment, modification or waiver shall have
         been consented to by the holders of at least a majority of the
         aggregate amount of Loans outstanding under the Tranche or Tranches
         adversely affected by such modification (it being agreed that, (x) in
         the event consented to by the Required Lenders, any increase in a
         Commitment Amount or the inclusion of another commitment to extend
         credit under this Agreement shall not be deemed for purposes of this
         clause (g) to constitute a modification that would adversely affect a
         Tranche and (y) the Required Lenders may waive, in whole or in part,
         any such prepayment, repayment or commitment reduction, as the case may
         be, required pursuant to any clause of Section 3.1.1 or 3.1.2
         enumerated above, so long as the application, as among the various
         Tranches, of any such prepayment, repayment or commitment reduction
         which is still required to be made is not altered);

                  (h) change any of the terms of Section 2.3.2 without the
         consent of the Swing Line Lender; or


                                     -108-
<PAGE>
                  (i) affect adversely the interests, rights or obligations of
         any Agent (in its capacity as an Agent) or the Issuer, unless consented
         to by such Agent or the Issuer, as the case may be.

No failure or delay on the part of any Agent, the Issuer or any Lender in
exercising any power or right under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on any Obligor in any case shall entitle
it to any notice or demand in similar or other circumstances. No waiver or
approval by any Agent, the Issuer or any Lender under any Loan Document shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

         For purposes of this Section 11.1, the Administrative Agent, in
coordination with the Syndication Agent, shall have primary responsibility,
together with the Borrower, in the negotiation, preparation and documentation
relating to any amendment, modification or waiver under this Agreement, any
other Loan Document or any other agreement or document related hereto or thereto
contemplated pursuant to this Section.

         SECTION 11.2. Notices; Time. All notices and other communications
provided under each Loan Document shall be in writing (including by facsimile)
and addressed, delivered or transmitted, if to any Agent, Holdings or the
Borrower, at its address or facsimile number set forth below its signature in
this Agreement, and if to a Lender or an Issuer to the applicable Person at its
address or facsimile number set forth below its signature in this Agreement or
set forth in the Lender Assignment Agreement pursuant to which it became a
Lender hereunder, or at such other address or facsimile number as may be
designated by any such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when the confirmation
of transmission thereof is received by the transmitter. Unless otherwise
indicated, all references to the time of a day in a Loan Document shall refer to
New York City time.

         SECTION 11.3. Payment of Costs and Expenses. The Borrower agrees to pay
on demand all reasonable expenses of each Agent (including the reasonable fees
and out-of-pocket expenses of Mayer, Brown, Rowe & Maw, counsel to the Agents,
and of local counsel, if any, who may be retained by or on behalf of the Agents)
in connection with

                  (a) the negotiation, preparation, execution and delivery and
         ongoing administration of each Loan Document, including schedules and
         exhibits, the syndication of the Loans and any amendments, waivers,
         consents, supplements or other modifications to any Loan Document as
         may from time to time hereafter be required, whether or not the
         transactions contemplated hereby are consummated;

                  (b) the filing or recording of any Loan Document (including
         the Filing Statements) and all amendments, supplements, amendment and
         restatements and other modifications to any thereof, searches made
         following the Closing Date in jurisdictions


                                     -109-
<PAGE>
         where Filing Statements (or other documents evidencing Liens in favor
         of the Secured Parties) have been recorded and any and all other
         documents or instruments of further assurance required to be filed or
         recorded by the terms of any Loan Document; and

                  (c) the preparation and review of the form of any document or
         instrument relevant to any Loan Document.

The Borrower further agrees to pay, and to save each Secured Party harmless from
all liability for, any stamp or other taxes which may be payable in connection
with the execution or delivery of each Loan Document, the Credit Extensions or
the issuance of the Loans. The Borrower also agrees to reimburse each Secured
Party upon demand for all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and legal expenses of counsel to each Secured Party)
incurred by such Secured Party in connection with the enforcement of any
Obligations.

         SECTION 11.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Secured Party, the Borrower hereby
indemnifies, exonerates and holds each Secured Party and each of their
respective officers, directors, employees and agents (collectively, the
"Indemnified Parties") free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements, whether incurred in
connection with actions between or among the parties hereto or the parties
hereto and third parties (collectively, the "Indemnified Liabilities"), incurred
by the Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Credit
         Extension, including all Indemnified Liabilities arising in connection
         with the Transaction;

                  (b) the entering into and performance of any Loan Document by
         any of the Indemnified Parties (including any action brought by or on
         behalf of the Borrower as the result of any determination by the
         Required Lenders pursuant to Article V not to fund any Credit
         Extension, provided that any such action is resolved pursuant to a
         final judgment in a court of competent jurisdiction in favor of such
         Indemnified Party);

                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by any Obligor or any Subsidiary
         thereof of all or any portion of the Capital Stock or assets of any
         Person, whether or not an Indemnified Party is party thereto;

                  (d) any investigation, litigation or proceeding under any
         Environmental Laws arising from the Release or threatened Release by
         any Obligor or any Subsidiary thereof of any Hazardous Material;

                  (e) any investigation, claim, litigation, or proceeding
         related to personal injury arising from exposure or alleged exposure to
         Hazardous Materials handled by the Borrower or any of its Subsidiaries;



                                     -110-
<PAGE>
                  (f) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or Releases from, any real
         property owned or operated by any Obligor or any Subsidiary thereof of
         any Hazardous Material (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         Environmental Law), regardless of whether caused by, or within the
         control of, such Obligor or Subsidiary; or

                  (g) each Lender's Environmental Liability (the indemnification
         herein shall survive repayment of the Obligations and any transfer of
         the property of any Obligor or its Subsidiaries by foreclosure or by a
         deed in lieu of foreclosure for any Lender's Environmental Liability,
         regardless of whether caused by, or within the control of, such Obligor
         or such Subsidiary);

except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of such Indemnified Party's gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a final
proceeding. Each Obligor and its successors and assigns hereby waive, release
and agree not to make any claim or bring any cost recovery action against any
Indemnified Party under CERCLA or any state equivalent, or any similar law now
existing or hereafter enacted, with respect to any liabilities subject to
indemnification under this Section 11.4. It is expressly understood and agreed
that to the extent that any Indemnified Party is strictly liable under any
Environmental Laws, each Obligor's obligation to such Indemnified Party under
this indemnity shall likewise be without regard to fault on the part of any
Obligor with respect to the violation or condition which results in liability of
an Indemnified Party. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, each Obligor agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

         SECTION 11.5. Survival. The obligations of the Borrower under Sections
4.3, 4.4, 4.5, 4.6, 11.3 and 11.4 and the obligations of the Lenders under
Section 10.1, shall in each case survive any assignment from one Lender to
another (in the case of Sections 11.3 and 11.4) and the occurrence of the
Termination Date. The representations and warranties made by each Obligor in
each Loan Document shall survive the execution and delivery of such Loan
Document.

         SECTION 11.6. Severability. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 11.7. Headings. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

         SECTION 11.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be an original and all of which shall constitute together but one
and the same agreement. This Agreement shall


                                     -111-
<PAGE>
become effective when counterparts hereof executed on behalf of the Borrower,
each Agent and each Lender (or notice thereof satisfactory to the Agents), shall
have been received by the Agents.

         SECTION 11.9. Governing Law; Entire Agreement. EACH LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY
PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE
"ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE LAWS OF THE
STATE OF NEW YORK. The Loan Documents constitute the entire understanding among
the parties hereto with respect to the subject matter thereof and supersede any
prior agreements, written or oral, with respect thereto.

         SECTION 11.10. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Indemnified Parties) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

         SECTION 11.11. Sale and Transfer of Credit Extensions; Participations
in Credit Extensions Notes. Each Lender may assign, or sell participations in,
its Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with this the terms set forth below.

         (a) Any Lender may assign ("Assignor Lender") to one or more Eligible
Assignees ("Assignee Lender") all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans at the time owing to it); provided however, that (i) except in the case of
an assignment of the entire remaining amount of the Assignor Lender's
Commitments and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitments (which for this
purpose includes Loans outstanding thereunder) or principal outstanding balance
of the Loans of the Assignor Lender subject to each such assignment (determined
as of the date the Lender Assignment Agreement with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $1,000,000,
unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower, otherwise consent (each such consent
not to be unreasonably withheld or delayed), (ii) each partial assignment shall
be made as an assignment of a proportionate part of


                                     -112-
<PAGE>
all the Assignor Lender's rights and obligations under this Agreement with
respect to the Loans and/or the Commitments assigned, except that this clause
(ii) shall not prohibit any Lender from assigning all or a portion of its rights
and obligations among separate Tranches on a non-pro rata basis and (iii) the
parties to each assignment shall execute and deliver to the Administrative Agent
a Lender Assignment Agreement (including, if the Assignee Lender is not a
Lender, the delivery of administrative details information to the Administrative
Agent), together with a processing and recordation fee of $3,500, to be paid by
the Assignor Lender or the Assignee Lender. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to clause (b) below and the last
sentence of clause (b) of Section 2.7, from and after the effective date
specified in each Lender Assignment Agreement, the Assignee Lender thereunder
shall be a party hereto and, to the extent of the interest assigned by such
Lender Assignment Agreement, have the rights and obligations of a Lender under
this Agreement, and the Assignor Lender thereunder shall, to the extent of the
interest assigned by such Lender Assignment Agreement, be released from its
obligations under this Agreement (and, in the case of a Lender Assignment
Agreement covering all of the Assignor Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto, but shall continue
to be entitled to the benefits of any provisions of this Agreement which by
their terms survive the termination of this Agreement). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this clause shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with clause (c) below. If the consent of the Borrower to an
assignment or to an Eligible Assignee is required hereunder (including a consent
to an assignment which does not meet the minimum assignment thresholds specified
in this Section), the Borrower shall be deemed to have given its consent five
Business Days after the date written notice thereof has been received by the
Borrower from the Administrative Agent unless such consent is expressly refused
by the Borrower prior to such fifth Business Day.

         (b) The Administrative Agent shall record each assignment made in
accordance with this Section in the Register pursuant to clause (b) of Section
2.7. The Register shall be available for inspection by the Borrower and (so long
as Credit Suisse First Boston Corporation remains a Lender) Credit Suisse First
Boston Corporation (or any of its affiliates), at any reasonable time and from
time to time upon reasonable prior notice.

         (c) Any Lender may, without the consent of, or notice to, the Borrower
or the Agents, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitments and/or the
Loans owing to it); provided that (x) such Lender's obligations under this
Agreement shall remain unchanged, (y) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (z) the Borrower, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following: (i) modification of Section 11.1 (except as otherwise
expressly permitted thereby), (ii) any reduction in the interest rate or amount
of fees


                                     -113-
<PAGE>
that such Participant is otherwise entitled to receive (it being understood that
any amendment or modification to the financial definitions in this Agreement or
to Section 1.4 shall not constitute a reduction in the interest rate or the fees
payable to such Participant), (iii) a decrease in the principal amount of, or an
extension of the final Stated Maturity Date of, any Loan in which such
Participant has purchased a participating interest, (iv) an extension of the
date on which interest or fees are payable in respect of any Loan, (v) a
reduction in the percentage set forth in the definition of "Required Lenders"
(it being understood that, with the consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Required Lenders on substantially the same basis as the
extensions of Term Loans and Revolving Loan Commitments are included on this
Closing Date), or (vi) a release of all or substantially all of the collateral
security under the Loan Documents or all or substantially all of the Guarantors
from their obligations under the Guaranties, in each case except as otherwise
specifically provided in the proviso to clause (e) of Section 11.1 or in any
Loan Document. Subject to clause (d) below, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 4.3, 4.4, 4.5, 4.6,
7.1.1, 11.3 and 11.4 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to clause (a). To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 4.9 as
though it were a Lender, provided such Participant agrees to be subject to
Section 4.8 as though it were a Lender.

         (d) Each Participant shall only be indemnified for increased costs and
taxes pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the Lender
which sold such participating interest to such Participant concurrently is
entitled to make, and does make, a claim on the Borrower for such increased
costs. Any Lender that sells a participating interest in any Loan, Commitment or
other interest to a Participant under this Section shall indemnify and hold
harmless the Borrower and the Administrative Agent from and against any taxes,
penalties, interest or other costs or losses (including reasonable attorneys'
fees and expenses) incurred or payable by the Borrower or the Administrative
Agent as a result of the failure of the Borrower or the Administrative Agent to
comply with its obligations to deduct or withhold any Taxes from any payments
made pursuant to this Agreement to such Lender or the Administrative Agent, as
the case may be, which Taxes would not have been incurred or payable if such
Participant had been a Non-Domestic Lender that was entitled to deliver to the
Borrower, the Administrative Agent or such Lender, and did in fact so deliver, a
duly completed and valid Form W-8BEN or W-8ECI (or applicable successor forms)
entitling such Participant to receive payments under this Agreement without
deduction or withholding of any United States federal taxes.

         (e) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (i) to secure obligations
of such Lender, to secure obligations to a Federal Reserve Bank and (ii) in
connection with any securitization of any portfolio loans of such Lender, in
each case without the prior written consent of any other Person; provided that
no such pledge or assignment of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

         (f) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Bank") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agent and the Borrower,


                                     -114-
<PAGE>
the option to provide to the Borrower all or any part of any Loan that such
Granting Bank would otherwise be obligated to make to the Borrower pursuant to
this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option
or otherwise fails to provide all or any part of such Loan, the Granting Bank
shall be obligated to make such Loan pursuant to the terms hereof and (iii) such
SPC shall be granted no voting rights other than those permitted to be granted
to a Participant pursuant to clause (c) of Section 11.11. The making of a Loan
by a SPC hereunder shall utilize the Commitment of the Granting Bank to the same
extent, and as if, such Loan were made by such Granting Bank. Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to
the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section,
any SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Bank or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.

         SECTION 11.12. Other Transactions. Nothing contained herein shall
preclude the Administrative Agent, any Issuer or any other Lender from engaging
in any transaction, in addition to those contemplated by the Loan Documents,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

         SECTION 11.13. Independence of Covenants. All covenants contained in
this Agreement and each other Loan Document shall be given independent effect
such that, in the event a particular action or condition is not permitted by any
of such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

         SECTION 11.14. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, THE ISSUERS, HOLDINGS OR
THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED
IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL



                                     -115-
<PAGE>
OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENTS' OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF
HOLDINGS AND THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 11.2. EACH OF
HOLDINGS AND THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT HOLDINGS OR THE BORROWER, AS THE CASE MAY
BE, HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR
FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR
ITS PROPERTY, EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS.

         SECTION 11.15. Waiver of Jury Trial. EACH AGENT, EACH LENDER, EACH
ISSUER, HOLDINGS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
SUCH AGENT, SUCH LENDER, SUCH ISSUER, HOLDINGS OR THE BORROWER IN CONNECTION
THEREWITH. EACH OF HOLDINGS AND THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR EACH AGENT, EACH LENDER AND EACH ISSUER
ENTERING INTO THE LOAN DOCUMENTS.



                                     -116-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                   ASSOCIATED MATERIALS INCORPORATED

                                   By:        /s/ Robert L. Winspear
                                       -----------------------------------------
                                       Name:  Robert L. Winspear
                                       Title: Secretary

                                   Address: 2200 Ross Avenue
                                            Suite 4100 East
                                            Dallas, TX 75201
                                   Facsimile No.:
                                   Attention:

                                   ASSOCIATED MATERIALS HOLDINGS, INC.

                                   By:        /s/ Jonathan Angrist
                                       -----------------------------------------
                                       Name:  Jonathan Angrist
                                       Title: Secretary and Assistant Treasurer

                                   Address: 280 Park Avenue
                                            33rd Floor
                                            New York, NY 10172
                                   Facsimile No.:
                                   Attention:

                                   CREDIT SUISSE FIRST BOSTON,
                                   CAYMAN ISLANDS BRANCH, as the
                                   Syndication Agent

                                   By:        /s/ Kevin S. Smith
                                       -----------------------------------------
                                       Name:  Kevin S. Smith
                                       Title: Managing Director

                                   By:        /s/ Christopher G. Cunningham
                                       -----------------------------------------
                                       Name:  Christopher G. Cunningham
                                       Title: Managing Director

                                   Address: 11 Madison Avenue
                                            New York, NY  10010
                                   Facsimile No.:
                                   Attention:
<PAGE>
                                        UBS AG, STAMFORD BRANCH,
                                        as the Administrative Agent

                                        By:        /s/ Wilfred V. Saint
                                            ------------------------------------
                                            Name:  Wilfred V. Saint
                                            Title: Associate Director
                                                   Banking Products Services, US

                                        By:        /s/ Thomas R. Salzano
                                            ------------------------------------
                                            Name:  Thomas R. Salzano
                                            Title: Director
                                                   Banking Products Services, US

                                        Address: 677 Washington Boulevard
                                                 Stamford, CT  06901
                                        Facsimile No.: 203-719-4176
                                        Attention: Luke Goldsworthy

                                        CIBC WORLD MARKETS CORP.,
                                        as the Documentation Agent

                                        By:        /s/ Lindsay Gordon
                                            ------------------------------------
                                            Name:  Lindsay Gordon
                                            Title: Executive Director

                                        Address: 425 Lexington Avenue
                                                 New York, NY 10017
                                        Facsimile No.: 212-856-3991
                                        Attention:


                                        CREDIT SUISSE FIRST BOSTON,
                                        CAYMAN ISLANDS BRANCH, as a Lender

                                        By:        /s/ Kevin S. Smith
                                            ------------------------------------
                                            Name:  Kevin Smith
                                            Title: Managing Director

                                        By:        /s/ Christopher G. Cunningham
                                            ------------------------------------
                                            Name:  Christopher G. Cunningham
                                            Title: Managing Director
<PAGE>
                                        UBS AG, STAMFORD BRANCH,
                                        as a Lender

                                        By:        /s/ Wilfred V. Saint
                                            ------------------------------------
                                            Name:  Wilfred V. Saint
                                            Title: Associate Director
                                                   Banking Products Services, US

                                        By:        /s/ Thomas R. Salzano
                                            ------------------------------------
                                            Name:  Thomas R. Salzano
                                            Title: Director
                                                   Banking Products Services, US

                                        CIBC INC.,
                                        as a Lender

                                        By:        /s/ Lindsay Gordon
                                            ------------------------------------
                                            Name:  Lindsay Gordon
                                            Title: Executive Director