<PAGE>
                                                                    Exhibit 10.1

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                                CREDIT AGREEMENT

                                      among

                           PACER INTERNATIONAL, INC.,

                          VARIOUS LENDING INSTITUTIONS,

                           CREDIT SUISSE FIRST BOSTON,
                              CAYMAN ISLANDS BRANCH
                                       AND
                          HARRIS TRUST & SAVINGS BANK,
                           AS CO-DOCUMENTATION AGENTS,

                       BEAR STEARNS CORPORATE LENDING INC.
                                       AND
                        CREDIT LYONNAIS NEW YORK BRANCH,
                            AS CO-SYNDICATION AGENTS,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                             AS ADMINISTRATIVE AGENT


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

                            Dated as of June 10, 2003

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

                         DEUTSCHE BANK SECURITIES INC.,
                 AS SOLE LEAD ARRANGER AND BOOK RUNNING MANAGER

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                                TABLE OF CONTENTS

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SECTION 1.  Amount and Terms of Credit............................................................................1

         1.01  Commitments........................................................................................1
         1.02  Minimum Borrowing Amounts, etc.....................................................................4
         1.03  Notice of Borrowing................................................................................4
         1.04  Disbursement of Funds..............................................................................5
         1.05  Notes..............................................................................................6
         1.06  Conversions........................................................................................8
         1.07  Pro Rata Borrowings................................................................................8
         1.08  Interest...........................................................................................8
         1.09  Interest Periods...................................................................................9
         1.10  Increased Costs; Illegality; etc..................................................................10
         1.11  Compensation......................................................................................12
         1.12  Change of Lending Office..........................................................................13
         1.13  Replacement of Lenders............................................................................14

SECTION 2.  Letters of Credit....................................................................................15

         2.01  Letters of Credit.................................................................................15
         2.02  Letter of Credit Requests.........................................................................17
         2.03  Letter of Credit Participations...................................................................17
         2.04  Agreement to Repay Letter of Credit Drawings......................................................20
         2.05  Increased Costs...................................................................................21

SECTION 3.  Fees; Commitments....................................................................................21

         3.01  Fees..............................................................................................21
         3.02  Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment..................23
         3.03  Mandatory Reduction of Commitments................................................................24

SECTION 4.  Payments.............................................................................................24

         4.01  Voluntary Prepayments.............................................................................24
         4.02  Mandatory Repayments and Commitment Reductions....................................................26
         4.03  Method and Place of Payment.......................................................................32
         4.04  Net Payments......................................................................................32

SECTION 5.  Conditions Precedent to Initial Credit Events........................................................35

         5.01  Execution of Agreement; Notes.....................................................................35
         5.02  Officer's Certificate.............................................................................35
         5.03  Opinions of Counsel...............................................................................35
         5.04  Company Documents; Proceedings....................................................................35
         5.05  Adverse Change, etc...............................................................................36
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                                       (i)

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         5.06  Litigation........................................................................................36
         5.07  Approvals.........................................................................................36
         5.08  Refinancing.......................................................................................36
         5.09  Security Documents; etc...........................................................................37
         5.10  Subsidiaries Guaranty.............................................................................38
         5.11  Employee Benefit Plans; Shareholders' Agreements; Management Agreements;
                   Employment Agreements; Collective Bargaining Agreements; Existing Indebtedness
                   Agreements; Material Contracts; Tax Allocation Agreements.....................................39
         5.12  Solvency Certificate; Insurance Certificates......................................................40
         5.13  Financial Statements; Projections.................................................................40
         5.14  Payment of Fees...................................................................................41

SECTION 6........................................................................................................41

  SECTION 6A.  Conditions Precedent to All Credit Events (other than Loans Made on the
                   Redemption Date to Finance the Senior Subordinated Notes Refinancing).........................41

           6A.01  No Default; Representations and Warranties.....................................................41
           6A.02  Notice of Borrowing; Letter of Credit Request..................................................41

  SECTION 6B.  Special Condition Precedent to Incurrence of Revolving Loans and Swingline Loans..................42

           6B.01  Limitation on Cash on Hand.....................................................................42

  SECTION 6C.  Special Condition Precedent to Incurrence of Loans on the Redemption Date.........................42

           6C.01  No Payment or Bankruptcy Default or Event of Default...........................................42

SECTION 7.  Representations and Warranties.......................................................................42

         7.01  Company Status....................................................................................43
         7.02  Company Power and Authority.......................................................................43
         7.03  No Violation......................................................................................43
         7.04  Litigation........................................................................................44
         7.05  Use of Proceeds; Margin Regulations...............................................................44
         7.06  Governmental Approvals............................................................................44
         7.07  Investment Company Act............................................................................44
         7.08  Public Utility Holding Company Act................................................................45
         7.09  True and Complete Disclosure......................................................................45
         7.10  Financial Condition; Financial Statements.........................................................45
         7.11  Security Interests................................................................................46
         7.12  Compliance with ERISA.............................................................................47
         7.13  Capitalization....................................................................................48
         7.14  Subsidiaries......................................................................................49
         7.15  Intellectual Property, etc........................................................................49
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                                      (ii)

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         7.16  Compliance with Statutes, etc.....................................................................49
         7.17  Environmental Matters.............................................................................49
         7.18  Properties........................................................................................50
         7.19  Labor Relations...................................................................................50
         7.20  Tax Returns and Payments..........................................................................50
         7.21  Existing Indebtedness.............................................................................51
         7.22  Insurance.........................................................................................51
         7.23  Representations and Warranties in Other Documents.................................................51
         7.24  Subordination.....................................................................................51

SECTION 8.  Affirmative Covenants................................................................................52

         8.01  Information Covenants.............................................................................52
         8.02  Books, Records and Inspections....................................................................55
         8.03  Insurance.........................................................................................56
         8.04  Payment of Taxes..................................................................................56
         8.05  Corporate Franchises..............................................................................57
         8.06  Compliance with Statutes; etc.....................................................................57
         8.07  Compliance with Environmental Laws................................................................57
         8.08  ERISA  58

         8.09  Good Repair.......................................................................................60
         8.10  End of Fiscal Years; Fiscal Quarters..............................................................60
         8.11  Additional Security; Further Assurances...........................................................60
         8.12  Foreign Subsidiaries Security.....................................................................61
         8.13  Use of Proceeds...................................................................................62
         8.14  Permitted Acquisitions............................................................................62
         8.15  Performance of Obligations........................................................................64
         8.16  Maintenance of Company Separateness...............................................................64
         8.17  Senior Subordinated Notes Refinancing.............................................................64
         8.18  Margin Regulations................................................................................65

SECTION 9.  Negative Covenants...................................................................................65

         9.01  Changes in Business...............................................................................65
         9.02  Consolidation; Merger; Sale or Purchase of Assets; etc............................................65
         9.03  Liens  68
         9.04  Indebtedness......................................................................................71
         9.05  Advances; Investments; Loans......................................................................73
         9.06  Dividends; etc....................................................................................76
         9.07  Transactions with Affiliates and Unrestricted Subsidiaries........................................78
         9.08  Designated Senior Debt............................................................................79
         9.09  Consolidated Interest Coverage Ratio..............................................................79
         9.10  Adjusted Total Leverage Ratio.....................................................................79
         9.11  Capital Expenditures..............................................................................80
         9.12  Limitation on Voluntary Payments and Modifications of Indebtedness;
                   Modifications of Certificate of Incorporation, By-Laws and Certain Other
                   Agreements; Issuances of Capital Stock; etc...................................................81
         9.13  Limitation on Issuance of Equity Interests........................................................82
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                                      (iii)

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         9.14  Limitation on Certain Restrictions on Subsidiaries................................................83
         9.15  Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries..........84

SECTION 10.  Events of Default...................................................................................85

         10.01  Payments.........................................................................................85
         10.02  Representations, etc.............................................................................86
         10.03  Covenants........................................................................................86
         10.04  Default Under Other Agreements...................................................................86
         10.05  Bankruptcy, etc..................................................................................86
         10.06  ERISA 87

         10.07  Security Documents...............................................................................87
         10.08  Guaranties.......................................................................................88
         10.09  Judgments........................................................................................88
         10.10  Ownership........................................................................................88

SECTION 11.  Definitions.........................................................................................89


SECTION 12.  The Agents.........................................................................................124

         12.01  Appointment.....................................................................................124
         12.02  Delegation of Duties............................................................................124
         12.03  Exculpatory Provisions..........................................................................124
         12.04  Reliance by Agents..............................................................................125
         12.05  Notice of Default...............................................................................125
         12.06  Nonreliance on Agents and Other Lenders.........................................................126
         12.07  Indemnification.................................................................................126
         12.08  Agents in their Individual Capacities...........................................................127
         12.09  Holders.........................................................................................127
         12.10  Resignation of the Agents.......................................................................127

SECTION 13.  Miscellaneous......................................................................................128

         13.01  Payment of Expenses, etc........................................................................128
         13.02  Right of Setoff.................................................................................129
         13.03  Notices.........................................................................................129
         13.04  Benefit of Agreement............................................................................130
         13.05  No Waiver; Remedies Cumulative..................................................................132
         13.06  Payments Pro Rata...............................................................................132
         13.07  Calculations; Computations......................................................................133
         13.08  Governing Law; Submission to Jurisdiction; Venue................................................133
         13.09  Counterparts....................................................................................134
         13.10  Effectiveness...................................................................................134
         13.11  Headings Descriptive............................................................................134
         13.12  Amendment or Waiver; etc........................................................................134
         13.13  Survival........................................................................................136
         13.14  Domicile of Loans and Commitments...............................................................136
         13.15  Confidentiality.................................................................................136
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                                      (iv)

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         13.16  Waiver of Jury Trial............................................................................137
         13.17  Register........................................................................................137
         13.18  Limitation on Additional Amounts, etc...........................................................138
         13.19  Post-Closing Actions............................................................................138
</TABLE>

SCHEDULE I          List of Lenders and Commitments
SCHEDULE II         Lender Addresses
SCHEDULE III        Real Properties
SCHEDULE IV         Existing Indebtedness
SCHEDULE V          Plans
SCHEDULE VI         Existing Investments
SCHEDULE VII        Subsidiaries
SCHEDULE VIII       Insurance
SCHEDULE IX         Existing Liens
SCHEDULE X          Capitalization
SCHEDULE XI         Environmental Matters
SCHEDULE XII        Existing Letters of Credit

EXHIBIT A-1         Form of Notice of Borrowing
EXHIBIT A-2         Form of Notice of Conversion/Continuation
EXHIBIT B-1         Form of Term Note
EXHIBIT B-2         Form of Revolving Note
EXHIBIT B-3         Form of Swingline Note
EXHIBIT C           Form of Letter of Credit Request
EXHIBIT D           Form of Section 4.04(b)(ii) Certificate
EXHIBIT E-1         Form of Opinion of O'Melveny & Meyers LLP,
                    special New York counsel to the Credit Parties
EXHIBIT E-2         Form of Opinion of Bass, Berry & Sims PLC,
                    special Tennessee counsel to the Credit Parties
EXHIBIT F           Form of Officers' Certificate
EXHIBIT G           Form of U.S. Pledge Agreement
EXHIBIT H           Form of Security Agreement
EXHIBIT I           Form of Subsidiaries Guaranty
EXHIBIT J           Form of Solvency Certificate
EXHIBIT K           Form of Assignment and Assumption Agreement
EXHIBIT L           Form of Intercompany Note
EXHIBIT M           Form of Shareholder Subordinated Note

                                       (v)

<PAGE>

          CREDIT AGREEMENT, dated as of June 10, 2003, among PACER
INTERNATIONAL, INC., a Tennessee corporation (the "Borrower"), the lenders from
time to time party hereto (each, a "Lender" and, collectively, the "Lenders"),
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH and HARRIS TRUST & SAVINGS
BANK, as Co-Documentation Agents (in such capacity, the "Co-Documentation
Agents"), BEAR STEARNS CORPORATE LENDING INC. and CREDIT LYONNAIS NEW YORK
BRANCH, as Co-Syndication Agents (in such capacity, the "Co-Syndication
Agents"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in
such capacity, the "Administrative Agent" and, together with the
Co-Documentation Agents and the Co-Syndication Agents, each, an "Agent" and,
collectively, the "Agents"). Unless otherwise defined herein, all capitalized
terms used herein and defined in Section 11 are used herein as so defined.

                              W I T N E S S E T H :

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

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1. Amount and Terms of Credit.

          1.01 Commitments. (a) Subject to and upon the terms and conditions set
forth herein, each Lender with a Term Loan Commitment severally agrees to make a
term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the
Borrower, which Term Loans:

          (i)     shall be incurred by the Borrower pursuant to two drawings,
     with (x) the first such drawing to be made on the Initial Borrowing Date
     for the purposes described in Section 7.05(a)(i) and (y) the second such
     drawing to be made on the Redemption Date for the purposes described in
     Section 7.05(a)(ii);

          (ii)    shall be denominated in U.S. Dollars;

          (iii)   except as hereafter provided, shall, at the option of the
     Borrower, be incurred and maintained as, and/or converted into, Base Rate
     Loans or Eurodollar Loans, provided, that (x) except as otherwise
     specifically provided in Section 1.10(b), all Term Loans made as part of
     the same Borrowing shall at all times consist of Term Loans of the same
     Type and (y) unless the Administrative Agent has determined that the
     Syndication Date has occurred (at which time this clause (y) shall no
     longer be applicable), no more than three Borrowings of Term Loans to be
     maintained as Eurodollar Loans may be incurred prior to the 90th day after
     the Initial Borrowing Date (or, if later, the last day of the Interest
     Period applicable to the third Borrowing of Eurodollar Loans referred to
     below), each of which Borrowings of Eurodollar Loans may only have an
     Interest Period of one month, and the first of which Borrowings may only be
     made on, or within five Business Days after, the Initial Borrowing Date,
     the second of which Borrowings may only be made on the last day of the
     Interest Period of the first such Borrowing and the third of which
     Borrowings may only be made on the last day of the Interest Period of the
     second such Borrowing;

<PAGE>

          (iv)    shall not exceed for any Lender, in initial principal amount
     for the Term Loans being made by such Lender on the Initial Borrowing Date,
     that amount which equals the lesser of (x) such Lender's TL Percentage of
     $100,000,000 or (y) the Term Loan Commitment of such Lender as in effect on
     the Initial Borrowing Date (before giving effect to any reduction thereto
     on such date pursuant to Section 3.03(b)(i)); and

          (v)     shall not exceed for any Lender, in initial principal amount
     for the Term Loans being made by such Lender on the Redemption Date, that
     amount which equals the Term Loan Commitment of such Lender as in effect on
     the Redemption Date (before giving effect to any reduction thereto on such
     date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any
     reductions thereto on or prior to such date pursuant to Section
     3.03(b)(iii)).

Once repaid, Term Loans incurred hereunder may not be reborrowed.

          (b)     Subject to and upon the terms and conditions herein set forth,
each RL Lender severally agrees, at any time and from time to time on and after
the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to
make a revolving loan or revolving loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans:

          (i)     shall be denominated in U.S. Dollars;

          (ii)    shall, at the option of the Borrower, be incurred and
     maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
     provided that (x) except as otherwise specifically provided in Section
     1.10(b), all Revolving Loans made as part of the same Borrowing shall at
     all times be of the same Type and (y) unless the Administrative Agent has
     determined that the Syndication Date has occurred (at which time this
     clause (y) shall no longer be applicable), no more than three Borrowings of
     Revolving Loans to be maintained as Eurodollar Loans may be incurred prior
     to the 90th day after the Initial Borrowing Date (or, if later, the last
     day of the Interest Period applicable to the third Borrowing of Eurodollar
     Loans referred to below), each of which Borrowings of Eurodollar Loans may
     only have an Interest Period of one month, and the first of which
     Borrowings may only be made on the same date as the initial Borrowing of
     Term Loans that are maintained as Eurodollar Loans, the second of which
     Borrowings may only be made on the last day of the Interest Period of the
     first such Borrowing and the third of which Borrowings may only be made on
     the last day of the Interest Period of the second such Borrowing;

          (iii)   may be repaid and reborrowed in accordance with the provisions
     hereof;

          (iv)    shall not exceed for any Lender at any time outstanding that
     aggregate principal amount which, when added to the product of (x) such
     Lender's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount
     of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
     are repaid with the proceeds of, and simultaneously with the incurrence of,
     the respective incurrence of Revolving Loans) at such time and (II) the
     aggregate principal amount of all Swingline Loans (exclusive of

<PAGE>

     Swingline Loans which are repaid with the proceeds of, and simultaneously
     with the incurrence of, the respective incurrence of Revolving Loans) then
     outstanding, equals the Revolving Loan Commitment of such Lender at such
     time; and

          (v)     shall not exceed for all Lenders at any time outstanding that
     aggregate principal amount which, when added to (x) the aggregate amount of
     all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
     repaid with the proceeds of, and simultaneously with the incurrence of, the
     respective incurrence of Revolving Loans) at such time and (y) the
     aggregate principal amount of all Swingline Loans (exclusive of Swingline
     Loans which are repaid with the proceeds of, and simultaneously with the
     incurrence of, the respective incurrence of Revolving Loans) then
     outstanding, exceeds an amount equal to the Total Revolving Loan Commitment
     then in effect.

          (c)     Subject to and upon the terms and conditions set forth herein,
DBTCA in its individual capacity agrees to make at any time and from time to
time on and after the Initial Borrowing Date and prior to the Swingline Expiry
Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline
Loan" and, collectively, the "Swingline Loans"), which Swingline Loans:

          (i)     shall be denominated in U.S. Dollars;

          (ii)    shall be made and maintained as Base Rate Loans;

          (iii)   may be repaid and reborrowed in accordance with the provisions
     hereof;

          (iv)    shall not exceed in aggregate principal amount at any time
     outstanding, when combined with (x) the aggregate principal amount of all
     Revolving Loans made by Non-Defaulting Lenders then outstanding and (y) the
     aggregate amount of all Letter of Credit Outstandings at such time, an
     amount equal to the Adjusted Total Revolving Loan Commitment at such time
     (after giving effect to any changes thereto on such date); and

          (v)     shall not exceed in aggregate principal amount at any time
     outstanding the Maximum Swingline Amount.

Notwithstanding anything contained in this Section 1.01(c), (i) DBTCA shall not
be obligated to make any Swingline Loans at a time when a Lender Default exists
unless DBTCA has entered into arrangements satisfactory to it and the Borrower
to eliminate DBTCA's risk with respect to the Defaulting Lender's or Lenders'
participation in such Swingline Loans, including by cash collateralizing such
Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans
and (ii) DBTCA will not make a Swingline Loan after it has received written
notice from the Borrower or the Required Lenders stating that a Default or an
Event of Default exists until such time as DBTCA shall have received a written
notice of (x) rescission of such notice from the party or parties originally
delivering the same or (y) a waiver of such Default or Event of Default from the
Required Lenders.

          (d)     On any Business Day, DBTCA may, in its sole discretion, give
notice to the RL Lenders that its outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Loans (provided that each such notice shall be
deemed to have been automatically

<PAGE>

given upon the occurrence of a Default or an Event of Default under Section
10.05 or upon the exercise of any of the remedies provided in the last paragraph
of Section 10), in which case a Borrowing of Revolving Loans constituting Base
Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the
immediately succeeding Business Day by all RL Lenders pro rata based on each RL
Lender's Adjusted RL Percentage (determined before giving effect to any
termination of the Revolving Loan Commitments pursuant to the last paragraph of
Section 10), and the proceeds thereof shall be applied directly to repay DBTCA
for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees
to make Revolving Loans upon one Business Day's notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified in writing by DBTCA notwithstanding (i) that
the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing
Amount otherwise required hereunder, (ii) whether any conditions specified in
Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of
Default has occurred and is continuing, (iv) the date of such Mandatory
Borrowing and (v) the amount of the Total Revolving Loan Commitment or the
Adjusted Total Revolving Loan Commitment at such time. In the event that any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code with respect to the Borrower), then each RL
Lender (other than DBTCA) hereby agrees that it shall forthwith purchase from
DBTCA (without recourse or warranty) such assignment of the outstanding
Swingline Loans as shall be necessary to cause the RL Lenders to share in such
Swingline Loans ratably based upon their respective Adjusted RL Percentages
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 10), provided that (x) all
interest payable on the Swingline Loans shall be for the account of DBTCA until
the date the respective assignment is purchased and, to the extent attributable
to the purchased assignment, shall be payable to the RL Lender purchasing same
from and after such date of purchase (or, if earlier, from the date on which the
Mandatory Borrowing would otherwise have occurred, so long as the payments
required by the following clause (y) have in fact been made) and (y) at the time
any purchase of assignments pursuant to this sentence is actually made, the
purchasing RL Lender shall be required to pay DBTCA interest on the principal
amount of assignment purchased for each day from and including the day upon
which the Mandatory Borrowing would otherwise have occurred to but excluding the
date of payment for such assignment, at the rate otherwise applicable to
Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

          1.02    Minimum Borrowing Amounts, etc. The aggregate principal amount
of each Borrowing of Loans shall not be less than the Minimum Borrowing Amount
applicable to such Loans, provided that Mandatory Borrowings shall be made in
the amounts required by Section 1.01(d). More than one Borrowing may be incurred
on any day, provided, that at no time shall there be outstanding more than eight
Borrowings of Eurodollar Loans.

          1.03    Notice of Borrowing. (a) Whenever the Borrower desires to make
a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and
Mandatory Borrowings), an Authorized Officer of the Borrower shall give the
Administrative Agent at its Notice Office, prior to 12:00 Noon (New York time),
at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder.
Each such

<PAGE>

notice (each, a "Notice of Borrowing") shall, except as otherwise expressly
provided in Section 1.10, be irrevocable, and, in the case of each written
notice and each confirmation of telephonic notice, shall be in the form of
Exhibit A-1, appropriately completed to specify: (i) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such
Borrowing (which shall be a Business Day), (iii) whether the respective
Borrowing shall consist of Term Loans or Revolving Loans, (iv) whether the
respective Borrowing shall consist of Base Rate Loans or, to the extent
permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest
Period to be initially applicable thereto and (v) in the case of a Borrowing of
Revolving Loans the proceeds of which are to be utilized to finance, in whole or
in part, the purchase price of a Permitted Acquisition, (x) a reference to the
officer's certificate, if any, delivered in accordance with Section 8.14, (y)
the aggregate principal amount of such Revolving Loans to be utilized in
connection with such Permitted Acquisition and (z) the Total Unutilized
Revolving Loan Commitment then in effect after giving effect to the respective
Permitted Acquisition (and all payments to be made in connection therewith). The
Administrative Agent shall promptly give each Lender which is required to make
Loans of the Tranche specified in the respective Notice of Borrowing, written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

          (b)     (i) Whenever the Borrower desires to incur Swingline Loans
hereunder, an Authorized Officer of the Borrower shall give DBTCA not later than
2:00 P.M. (New York time) on the day such Swingline Loan is to be made, written
notice (or telephonic notice promptly confirmed in writing) of each Swingline
Loan to be made hereunder. Each such notice shall be irrevocable and shall
specify in each case (x) the date of such Borrowing (which shall be a Business
Day) and (y) the aggregate principal amount of the Swingline Loan to be made
pursuant to such Borrowing.

          (ii)    Mandatory Borrowings shall be made upon the notice (or deemed
notice) specified in Section 1.01(d), with the Borrower irrevocably agreeing, by
its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as
set forth in such Section 1.01(d).

          (c)     Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or DBTCA (in the case of a Borrowing of Swingline Loans) or
the respective Letter of Credit Issuer (in the case of the issuance of Letters
of Credit), as the case may be, may prior to receipt of written confirmation act
without liability upon the basis of such telephonic notice, believed by the
Administrative Agent, DBTCA or such Letter of Credit Issuer, as the case may be,
in good faith to be from an Authorized Officer of the Borrower. In each such
case, the Administrative Agent's, DBTCA's or the respective Letter of Credit
Issuer's, as the case may be, record of the terms of such telephonic notice
shall be conclusive evidence of the contents of such notice, absent manifest
error.

          1.04    Disbursement of Funds. (a) Not later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified
in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than
12:00 Noon (New York time) on the date specified in Section 1.01(d)), each
Lender with a Commitment under the respective Tranche will make

<PAGE>

available its pro rata share (determined in accordance with Section 1.07), if
any, of each Borrowing requested to be made on such date (or in the case of
Swingline Loans, DBTCA shall make available the full amount thereof) in the
manner provided below. All amounts shall be made available to the Administrative
Agent in U.S. Dollars and in immediately available funds at the Payment Office
and the Administrative Agent promptly will make available to the Borrower by
depositing to its account at the Payment Office the aggregate of the amounts so
made available in the type of funds received. Unless the Administrative Agent
shall have been notified by any Lender prior to the date of Borrowing that such
Lender does not intend to make available to the Administrative Agent its portion
of the Borrowing or Borrowings to be made on such date, the Administrative Agent
may assume that such Lender has made such amount available to the Administrative
Agent on such date of Borrowing, and the Administrative Agent, in reliance upon
such assumption, may (in its sole discretion and without any obligation to do
so) make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender
and the Administrative Agent has made available same to the Borrower, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover on demand from such Lender or the Borrower, as
the case may be, interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by the Administrative
Agent to the Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (x) if paid by such Lender,
the overnight Federal Funds Rate or (y) if paid by the Borrower, the then
applicable rate of interest, calculated in accordance with Section 1.08.

          (b)     Nothing in this Agreement shall be deemed to relieve any
Lender from its obligation to fulfill its commitments hereunder or to prejudice
any rights which the Borrower may have against any Lender as a result of any
default by such Lender hereunder.

          1.05    Notes. (a) The Borrower's obligation to pay the principal of,
and interest on, all the Loans made to it by each Lender shall be set forth on
the Register maintained by the Administrative Agent pursuant to Section 13.17
and, subject to the provisions of Section 1.05(f), shall be evidenced (i) if
Term Loans, by a promissory note substantially in the form of Exhibit B-1 with
blanks appropriately completed in conformity herewith (each, a "Term Note" and,
collectively, the "Term Notes"), (ii) if Revolving Loans, by a promissory note
substantially in the form of Exhibit B-2 with blanks appropriately completed in
conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving
Notes") and (iii) if Swingline Loans, by a promissory note substantially in the
form of Exhibit B-3 with blanks appropriately completed in conformity herewith
(the "Swingline Note").

          (b)     The Term Note issued to each Lender with a Term Loan
Commitment and/or outstanding Term Loans shall (i) be executed by the Borrower,
(ii) be payable to such Lender or its registered assigns and be dated the
Initial Borrowing Date (or, in the case of any Term Note issued after the
Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated
principal amount equal to the Term Loan Commitment of such Lender on the Initial
Borrowing Date (or, in the case of any Term Note issued after the Initial
Borrowing Date, in a

<PAGE>

stated principal amount equal to the sum of the Term Loan Commitment and the
outstanding principal amount of the Term Loan of such Lender on the date of the
issuance thereof) and be payable in the principal amount of Term Loans evidenced
thereby from time to time, (iv) mature on the Term Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (c)     The Revolving Note issued to each RL Lender shall (i) be
executed by the Borrower, (ii) be payable to such RL Lender or its registered
assigns and be dated the date of issuance thereof, (iii) be in a stated
principal amount equal to the Revolving Loan Commitment of such RL Lender and be
payable in the principal amount of the outstanding Revolving Loans evidenced
thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be
subject to voluntary prepayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (d)     The Swingline Note issued to DBTCA shall (i) be executed by
the Borrower, (ii) be payable to DBTCA or its registered assigns and be dated
the Initial Borrowing Date, (iii) be in a stated principal amount equal to the
Maximum Swingline Amount and be payable in the principal amount of the
outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline
Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the
Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as
provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and
(vii) be entitled to the benefits of this Agreement and the other Credit
Documents.

          (e)     Each Lender will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.

          (f)     Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, Notes shall only be delivered to Lenders which at
any time specifically request the delivery of such Notes. No failure of any
Lender to request or obtain a Note evidencing its Loans to the Borrower shall
affect or in any manner impair the obligations of the Borrower to pay the Loans
(and all related Obligations) which would otherwise be evidenced thereby in
accordance with the requirements of this Agreement, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various
Credit Documents. Any Lender which does not have a Note evidencing its
outstanding Loans shall in no event be required to make the notations otherwise
described in preceding clause (e). At any time when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to the respective Lender the requested Note in the
appropriate amount or amounts to evidence such Loans.

<PAGE>

          1.06    Conversions. The Borrower shall have the option to convert on
any Business Day occurring on or after the Initial Borrowing Date, all or a
portion at least equal to the applicable Minimum Borrowing Amount of the
outstanding principal amount of Loans (other than Swingline Loans, which shall
at all times be maintained as Base Rate Loans) made pursuant to one or more
Borrowings of one or more Types of Loans under a single Tranche into a Borrowing
or Borrowings of another Type of Loan under such Tranche; provided, that (i)
except as otherwise provided in Section 1.10(b) or unless the Borrower pays all
breakage costs and other amounts owing to each Lender pursuant to Section 1.11
concurrently with any such conversion, Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable to the
Loans being converted, and no partial conversion of a Borrowing of Eurodollar
Loans shall reduce the outstanding principal amount of the Eurodollar Loans made
pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable
thereto, (ii) Base Rate Loans may only be converted into Eurodollar Loans if no
Default or Event of Default is in existence on the date of the conversion, (iii)
unless the Administrative Agent has determined that the Syndication Date has
occurred (at which time this clause (iii) shall no longer be applicable), prior
to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans
into Eurodollar Loans may only be made if any such conversion is effective on
the first day of the first, second or third Interest Period referred to in
clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such
conversion does not result in a greater number of Borrowings of Eurodollar Loans
prior to the 90th day after the Initial Borrowing Date as are permitted under
Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans
resulting from this Section 1.06 shall be limited in number as provided in
Section 1.02. Each such conversion shall be effected by the Borrower by giving
the Administrative Agent at its Notice Office, prior to 12:00 Noon (New York
time), at least three Business Days' (or one Business Day's in the case of a
conversion into Base Rate Loans) prior written notice (or telephonic notice
promptly confirmed in writing) (each, a "Notice of Conversion/Continuation") in
the form of Exhibit A-2, appropriately completed specifying the Loans to be so
converted, the Borrowing(s) pursuant to which the Loans were made and, if to be
converted into a Borrowing of Eurodollar Loans, the Interest Period to be
initially applicable thereto. The Administrative Agent shall give each Lender
prompt notice of any such proposed conversion affecting any of its Loans. Upon
any such conversion, the proceeds thereof will be deemed to be applied directly
on the day of such conversion to prepay the outstanding principal amount of the
Loans being converted.

          1.07    Pro Rata Borrowings. All Borrowings of Term Loans and
Revolving Loans under this Agreement shall be incurred by the Borrower from the
Lenders pro rata on the basis of such Lenders' Term Loan Commitments or
Revolving Loan Commitments, as the case may be; provided that all Borrowings of
Revolving Loans made pursuant to a Mandatory Borrowing shall be incurred from
the RL Lenders pro rata on the basis of their respective Adjusted RL
Percentages. It is understood that no Lender shall be responsible for any
default by any other Lender of its obligation to make Loans hereunder and that
each Lender shall be obligated to make the Loans to be made by it hereunder,
regardless of the failure of any other Lender to fulfill its commitments
hereunder.

          1.08    Interest. (a) The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan made to it from the date
of the Borrowing thereof until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Base Rate Loan and

<PAGE>

(ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to
Section 1.06, at a rate per annum which shall at all times be the relevant
Applicable Margin plus the Base Rate, each as in effect from time to time.

          (b)     The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan made to it from the date of the
Borrowing thereof until the earlier of (i) the maturity (whether by acceleration
or otherwise) of such Eurodollar Loan and (ii) the conversion of such Eurodollar
Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as
applicable, at a rate per annum which shall at all times be the relevant
Applicable Margin plus the Eurodollar Rate for such Interest Period, each as in
effect from time to time.

          (c)     To the extent permitted by law, overdue principal and overdue
interest in respect of each Loan shall, in each case, bear interest at a rate
per annum equal to the greater of (x) the rate which is 2% in excess of the rate
borne by such Loan immediately prior to the respective payment default and (y)
the rate which is 2% in excess of the rate otherwise applicable to Base Rate
Loans from time to time. Interest which accrues under this Section 1.08(c) shall
be payable on demand.

          (d)     Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on each
Quarterly Payment Date, (ii) in respect of each Eurodollar Loan, on (x) the date
of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable (on the amount converted) and (y) the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, on (x)
the date of any prepayment or repayment thereof (on the amount prepaid or
repaid), (y) at maturity (whether by acceleration or otherwise) and (z) after
such maturity, on demand.

          (e)     All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

          (f)     Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for the respective Interest Period or
Interest Periods and shall promptly notify the Borrower and the Lenders thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

          1.09    Interest Periods. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, a Borrowing of Eurodollar Loans (in the case of the initial
Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on
the third Business Day prior to the expiration of an Interest Period applicable
to a Borrowing of Eurodollar Loans (in the case of any subsequent Interest
Period), the Borrower shall have the right to elect by giving the Administrative
Agent written notice (or telephonic notice promptly confirmed in writing) of the
Interest Period applicable to such Borrowing, which Interest Period shall, at
the option of the Borrower (but otherwise subject to clause (y) of the proviso
to Sections 1.01(a)(iii) and 1.01(b)(ii) and to clause (iii) of the proviso to
Section 1.06), be a one, two, three, six or, to the extent available to each
Lender with

<PAGE>

outstanding Loans and/or Commitments under the respective Tranche, nine or
twelve month period. Notwithstanding anything to the contrary contained above:

          (i)     all Eurodollar Loans comprising a Borrowing shall at all times
     have the same Interest Period;

          (ii)    the initial Interest Period for any Borrowing of Eurodollar
     Loans shall commence on the date of such Borrowing (including the date of
     any conversion from a Borrowing of Base Rate Loans) and each Interest
     Period occurring thereafter in respect of such Borrowing shall commence on
     the day on which the next preceding Interest Period applicable thereto
     expires;

          (iii)   if any Interest Period for any Borrowing of Eurodollar Loans
     begins on a day for which there is no numerically corresponding day in the
     calendar month at the end of such Interest Period, such Interest Period
     shall end on the last Business Day of such calendar month;

          (iv)    if any Interest Period would otherwise expire on a day which
     is not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day, provided, that if any Interest Period for any
     Borrowing of Eurodollar Loans would otherwise expire on a day which is not
     a Business Day but is a day of the month after which no further Business
     Day occurs in such month, such Interest Period shall expire on the next
     preceding Business Day;

          (v)     no Interest Period for a Borrowing under a Tranche shall be
     selected which would extend beyond the respective Maturity Date for such
     Tranche;

          (vi)    no Interest Period may be elected at any time when a Default
     or an Event of Default is then in existence; and

          (vii)   no Interest Period in respect of any Borrowing of Term Loans
     shall be elected which extends beyond any date upon which a Scheduled
     Repayment will be required to be made under Section 4.02(b) if, after
     giving effect to the election of such Interest Period, the aggregate
     principal amount of such Term Loans which have Interest Periods which will
     expire after such date will be in excess of the aggregate principal amount
     of such Term Loans then outstanding less the aggregate amount of such
     required Scheduled Repayment.

          If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to the respective
Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to
have elected to convert such Borrowing into a Borrowing of Base Rate Loans
effective as of the expiration date of such current Interest Period.

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

<PAGE>

          (i)     on any Interest Determination Date, that, by reason of any
     changes arising after the Effective Date affecting the interbank Eurodollar
     market, adequate and fair means do not exist for ascertaining the
     applicable interest rate on the basis provided for in the definition of
     Eurodollar Rate; or

          (ii)    at any time, that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Eurodollar Loans because of (x) any change since the Effective Date in
     any applicable law, governmental rule, regulation, guideline, order or
     request (whether or not having the force of law), or in the interpretation
     or administration thereof and including the introduction of any new law or
     governmental rule, regulation, guideline, order or request (other than, in
     each case, any such change with respect to taxes or any similar charges),
     such as, for example, but not limited to, a change in official reserve
     requirements, but, in all events, excluding reserves required under
     Regulation D to the extent included in the computation of the Eurodollar
     Rate and/or (y) other circumstances affecting such Lender, the interbank
     Eurodollar market or the position of such Lender in such market (other than
     circumstances relating to taxes or any similar charges); or

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

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and (except in the case of clause (i)) to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter, (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees, subject to the provisions of Section 13.18 (to the extent
applicable), to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such Lender, showing in
reasonable detail the basis for the calculation thereof, prepared in good faith
and submitted to the Borrower by such Lender shall, absent manifest error, be
final and conclusive and binding upon all parties hereto, although the failure
to give any such notice shall not release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to this Section 1.10(a) upon the
subsequent receipt of such notice) and (z) in the case of clause (iii) above,
the Borrower shall

<PAGE>

take one of the actions specified in Section 1.10(b) as promptly as practicable
and, in any event, within the time period required by law.

          (b)     At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii), the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Lender pursuant to Section 1.10(a)(ii) or
(iii)), or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' notice to the Administrative Agent, require the
affected Lender to convert each such Eurodollar Loan into a Base Rate Loan
(which conversion, in the case of the circumstance described in Section
1.10(a)(iii), shall occur no later than the last day of the Interest Period then
applicable to such Eurodollar Loan or such earlier day as shall be required by
applicable law); provided, that if more than one Lender is affected at any time,
then all affected Lenders must be treated the same pursuant to this Section
1.10(b).

          (c)     If any Lender shall have determined that after the Effective
Date, the adoption or effectiveness of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by such Lender or any corporation controlling such Lender
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lender's or such
other corporation's capital or assets as a consequence of such Lender's
Commitment or Commitments or its obligations hereunder to the Borrower to a
level below that which such Lender or such other corporation could have achieved
but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's or such other corporation's policies with respect to
capital adequacy), then from time to time, upon written demand by such Lender
(with a copy to the Administrative Agent), accompanied by the notice referred to
in the last sentence of this clause (c), the Borrower agrees, subject to the
provisions of Section 13.18 (to the extent applicable), to pay to such Lender
such additional amount or amounts as will compensate such Lender or such other
corporation for such reduction in the rate of return to such Lender or such
other corporation. Each Lender, upon determining in good faith that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower (a copy of which shall be sent by
such Lender to the Administrative Agent), which notice shall set forth in
reasonable detail the basis of the calculation of such additional amounts,
although the failure to give any such notice shall not release or diminish the
Borrower's obligation to pay additional amounts pursuant to this Section 1.10(c)
upon the subsequent receipt of such notice. In determining any additional
amounts owing under this Section 1.10(c), each Lender will act reasonably and in
good faith and will use averaging and attribution methods which are reasonable;
provided that such Lender's reasonable good faith determination of compensation
owing under this Section 1.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto.

          1.11    Compensation. The Borrower agrees, subject to the provisions
of Section 13.18 (to the extent applicable), to compensate each Lender, promptly
upon its written

<PAGE>

request (which request shall set forth in reasonable detail the basis for
requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding any loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or any Agent) a Borrowing of, or conversion from
or into, Eurodollar Loans does not occur on a date specified therefor in a
Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 4.01 or 4.02 or as a result of an acceleration of the Loans pursuant
to Section 10 or as a result of the replacement of a Lender pursuant to Section
1.13 or 13.12(b)) or conversion of any Eurodollar Loans of the Borrower occurs
on a date which is not the last day of an Interest Period applicable thereto;
(iii) if any prepayment of any Eurodollar Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of (x) any other default by the Borrower to repay its Eurodollar
Loans when required by the terms of this Agreement or (y) an election made by
the Borrower pursuant to Section 1.10(b). Each Lender's calculation of the
amount of compensation owing pursuant to this Section 1.11 shall be made in good
faith. A Lender's basis for requesting compensation pursuant to this Section
1.11 and a Lender's calculation of the amount thereof made in accordance with
the requirements of this Section 1.11, shall, absent manifest error, be final
and conclusive and binding on all parties hereto.

          1.12    Change of Lending Office. (a) Each Lender may at any time or
from time to time designate, by written notice to the Administrative Agent to
the extent not already reflected on Schedule II, one or more lending offices
(which, for this purpose, may include Affiliates of the respective Lender) for
the various Loans made, and Letters of Credit participated in, by such Lender;
provided that, for designations made after the Effective Date, to the extent
such designation shall result in increased costs under Section 1.10, 2.05 or
4.04 in excess of those which would be charged in the absence of the designation
of a different lending office (including a different Affiliate of the respective
Lender), then the Borrower shall not be obligated to pay such excess increased
costs (although the Borrower, in accordance with and pursuant to the other
provisions of this Agreement, shall be obligated to pay the costs which would
apply in the absence of such designation and any subsequent increased costs of
the type described above resulting from changes after the date of the respective
designation). Each lending office and Affiliate of any Lender designated as
provided above shall, for all purposes of this Agreement, be treated in the same
manner as the respective Lender (and shall be entitled to all indemnities and
similar provisions in respect of its acting as such hereunder).

          (b)     Each Lender agrees that, upon the occurrence of any event
giving rise to the operation of Section 1.10(a)(ii) or (iii), 1.10(c), 2.05 or
4.04 with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans or Letters of Credit affected by
such event, with the object of avoiding the consequences of the event giving
rise to the operation of any such Section; provided, that such designation is
made on such terms that such Lender and its lending office suffer no economic,
legal or regulatory disadvantage. Nothing in this Section 1.12 shall affect or
postpone any of the obligations of the Borrower or the right of any Lender
provided in Section 1.10, 2.05 or 4.04 (although each such Lender shall

<PAGE>

nevertheless have an obligation to change its applicable lending office subject
to the terms set forth in the immediately preceding sentence).

          1.13    Replacement of Lenders. On and after the Term Loan Commitment
Termination Date, (x) if any Lender becomes a Defaulting Lender, (y) upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Lender
which results in such Lender charging to the Borrower increased costs in a
material amount in excess of those being generally charged by the other Lenders
or (z) in the case of a refusal by a Lender to consent to a proposed change,
waiver, discharge or termination with respect to this Agreement which has been
approved by the Required Lenders as provided in Section 13.12(b), the Borrower
shall have the right, in accordance with Section 13.04(b), if no Default or
Event of Default then exists or would exist after giving effect to such
replacement, to replace such Lender (the "Replaced Lender") with one or more
other Eligible Transferee or Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") and each of which shall be reasonably acceptable to the
Administrative Agent or, at the option of the Borrower, to replace only (a) the
Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced
Lender with an identical Revolving Loan Commitment provided by the Replacement
Lender or (b) in the case of a replacement as provided in Section 13.12(b) where
the consent of the respective Lender is required with respect to less than all
Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans
of such Lender in respect of each Tranche where the consent of such Lender would
otherwise be individually required, with identical Commitments and/or Loans of
the respective Tranche provided by the Replacement Lender; provided that:

          (i)     at the time of any replacement pursuant to this Section 1.13,
     the Replacement Lender shall enter into one or more Assignment and
     Assumption Agreements pursuant to Section 13.04(b) (and with all fees
     payable pursuant to said Section 13.04(b) to be paid by the Replacement
     Lender) pursuant to which the Replacement Lender shall acquire all of the
     Commitments and outstanding Loans (or, in the case of the replacement of
     only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and
     outstanding Revolving Loans and participations in Letter of Credit
     Outstandings and/or (b) the outstanding Term Loans, the outstanding Term
     Loans) of, and in each case (except for the replacement of only the
     outstanding Term Loans of the respective Lender) participations in Letters
     of Credit by, the Replaced Lender and, in connection therewith, shall pay
     to (x) the Replaced Lender in respect thereof an amount equal to the sum of
     (A) an amount equal to the principal of, and all accrued interest on, all
     outstanding Loans (or of the Loans of the respective Tranche being
     replaced) of the Replaced Lender, (B) an amount equal to all Unpaid
     Drawings (unless there are no Unpaid Drawings with respect to the Tranche
     being replaced) that have been funded by (and not reimbursed to) such
     Replaced Lender, together with all then unpaid interest with respect
     thereto at such time and (C) an amount equal to all accrued, but
     theretofore unpaid, Fees owing to the Replaced Lender (but only with
     respect to the relevant Tranche, in the case of the replacement of less
     than all Tranches of Loans then held by the respective Replaced Lender)
     pursuant to Section 3.01, (y) except in the case of the replacement of only
     the outstanding Term Loans of a Replaced Lender, each Letter of Credit
     Issuer an amount equal to such Replaced Lender's RL Percentage of any
     Unpaid

<PAGE>

     Drawing relating to Letters of Credit issued by such Letter of Credit
     Issuer (which at such time remains an Unpaid Drawing) to the extent such
     amount was not theretofore funded by such Replaced Lender and (z) in the
     case of any replacement of Revolving Loan Commitments, DBTCA an amount
     equal to such Replaced Lender's Adjusted RL Percentage of any Mandatory
     Borrowing to the extent such amount was not theretofore funded by such
     Replaced Lender; and

          (ii)    all obligations of the Borrower then owing to the Replaced
     Lender (other than those (a) specifically described in clause (i) above in
     respect of which the assignment purchase price has been, or is concurrently
     being, paid, but including all amounts, if any, owing under Section 1.11 or
     (b) relating to any Tranche of Loans and/or Commitments of the respective
     Replaced Lender which will remain outstanding after giving effect to the
     respective replacement) shall be paid in full to such Replaced Lender
     concurrently with such replacement.

Upon the execution of the respective Assignment and Assumption Agreements, the
payment of amounts referred to in clauses (i) and (ii) above, recordation of the
assignment on the Register by the Administrative Agent pursuant to Section 13.17
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Note or Notes executed by the Borrower, (x) the
Replacement Lender shall become a Lender hereunder and, unless the respective
Replaced Lender continues to have outstanding Term Loans and/or a Revolving Loan
Commitment hereunder, the Replaced Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01
and 13.06), which shall survive as to such Replaced Lender and (y) except in the
case of the replacement of only outstanding Term Loans, the Adjusted RL
Percentages of the Lenders shall be automatically adjusted at such time to give
effect to such replacement.

          SECTION 2. Letters of Credit.

          2.01    Letters of Credit. (a) Subject to and upon the terms and
     conditions herein set forth, the Borrower may request a Letter of Credit
     Issuer at any time and from time to time after the Initial Borrowing Date
     and prior to the tenth Business Day (or the 30th day in the case of Trade
     Letters of Credit) preceding the Revolving Loan Maturity Date to issue on a
     sight basis, (x) for the account of the Borrower and for the benefit of any
     holder (or any trustee, agent or other similar representative for any such
     holders) of L/C Supportable Indebtedness, irrevocable sight standby letters
     of credit in a form customarily used by such Letter of Credit Issuer or in
     such other form as has been approved by such Letter of Credit Issuer (each
     such standby letter of credit, a "Standby Letter of Credit") in support of
     such L/C Supportable Indebtedness and (y) for the account of the Borrower
     and for the benefit of sellers of goods and materials to the Borrower or
     any of its Subsidiaries in the ordinary course of business, irrevocable
     sight trade letters of credit in a form customarily used by such Letter of
     Credit Issuer or in such other form as has been approved by such Letter of
     Credit Issuer (each such trade letter of credit, a "Trade Letter of
     Credit," and each such Standby Letter of Credit and Trade Letter of Credit,
     a "Letter of Credit" and, collectively, the "Letters of Credit").

<PAGE>

          (b)     Subject to and upon the terms and conditions set forth herein,
each Letter of Credit Issuer hereby agrees that it will, at any time and from
time to time after the Initial Borrowing Date and prior to the tenth Business
Day (or the 30th day in the case of Trade Letters of Credit) preceding the
Revolving Loan Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for the account of the Borrower one or more Letters of
Credit, (x) in the case of Trade Letters of Credit, in support of trade
obligations of the Borrower or any of its Subsidiaries that arise in the
ordinary course of business or (y) in the case of Standby Letters of Credit, in
support of such L/C Supportable Indebtedness as is permitted to remain
outstanding hereunder. Notwithstanding the foregoing, no Letter of Credit Issuer
shall be under any obligation to issue any Letter of Credit if at the time of
such issuance:

          (i)     any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain such Letter of
     Credit Issuer from issuing such Letter of Credit or any requirement of law
     applicable to such Letter of Credit Issuer or any request or directive
     (whether or not having the force of law) from any governmental authority
     with jurisdiction over such Letter of Credit Issuer shall prohibit, or
     request that such Letter of Credit Issuer refrain from, the issuance of
     letters of credit generally or such Letter of Credit in particular or shall
     impose upon such Letter of Credit Issuer with respect to such Letter of
     Credit any restriction or reserve or capital requirement (for which such
     Letter of Credit Issuer is not otherwise compensated) not in effect on the
     Effective Date, or any unreimbursed loss, cost or expense which was not
     applicable, in effect or known to such Letter of Credit Issuer as of the
     Effective Date and which such Letter of Credit Issuer in good faith deems
     material to it; or

          (ii)    such Letter of Credit Issuer shall have received written
     notice from the Borrower or the Required Lenders prior to the issuance of
     such Letter of Credit of the type described in clause (vi) of Section
     2.01(c) or the last sentence of Section 2.02(b).

          (c)     Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) $25,000,000 or (y) when added to the aggregate principal
amount of all Revolving Loans made by the Non-Defaulting Lenders and then
outstanding and all Swingline Loans then outstanding, the Adjusted Total
Revolving Loan Commitment at such time; (ii) (x) each Standby Letter of Credit
shall have an expiry date occurring not later than one year after such Standby
Letter of Credit's date of issuance, provided that any such Standby Letter of
Credit may be extendable for successive periods of up to one year, but not
beyond the tenth Business Day preceding the Revolving Loan Maturity Date, on
terms acceptable to the Letter of Credit Issuer and (y) each Trade Letter of
Credit shall have an expiry date occurring not later than 180 days after such
Trade Letter of Credit's date of issuance; (iii) (x) no Standby Letter of Credit
shall have an expiry date occurring later than the tenth Business Day preceding
the Revolving Loan Maturity Date and (y) no Trade Letter of Credit shall have an
expiry date occurring later than 30 days prior to the Revolving Loan Maturity
Date; (iv) each Letter of Credit shall be denominated in U.S. Dollars; (v) the
Stated Amount of each Letter of Credit shall not be less than $100,000 or such
lesser amount as is acceptable to the respective Letter of Credit Issuer; and
(vi) no Letter of Credit Issuer will issue any Letter of Credit after it has
received written notice from the Borrower or the Required Lenders stating that

<PAGE>

a Default or an Event of Default exists until such time as such Letter of Credit
Issuer shall have received a written notice of (x) rescission of such notice
from the party or parties originally delivering the same or (y) a waiver of such
Default or Event of Default by the Required Lenders.

          (d)     Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless the respective Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Borrower to eliminate such Letter of
Credit Issuer's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Defaulting Lenders, including by cash collateralizing
such Defaulting Lender's or Lenders' Adjusted RL Percentage of the Letter of
Credit Outstandings, as the case may be.

          (e)     Schedule XII hereto contains a description of all letters of
credit issued by DBTCA for the account of the Borrower and outstanding on the
Initial Borrowing Date. Each such letter of credit, including any extension or
renewal thereof (each, as amended from time to time in accordance with the terms
hereof and thereof, an "Existing Letter of Credit") shall constitute a "Letter
of Credit" for all purposes of this Agreement, issued, for purposes of Section
2.03(a), on the Initial Borrowing Date. Any Lender hereunder which has issued an
Existing Letter of Credit shall constitute a "Letter of Credit Issuer" for all
purposes of this Agreement and the other Credit Documents.

          2.02    Letter of Credit Requests. (a) Whenever the Borrower desires
that a Letter of Credit be issued, the Borrower shall give the Administrative
Agent and the respective Letter of Credit Issuer written notice thereof prior to
12:00 Noon (New York time) at least three Business Days (or such shorter period
as may be acceptable to the respective Letter of Credit Issuer) prior to the
proposed date of issuance (which shall be a Business Day) which written notice
shall be in the form of Exhibit C (each, a "Letter of Credit Request"). Each
Letter of Credit Request shall include any other documents as such Letter of
Credit Issuer customarily requires in connection therewith.

          (b)     The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower that such Letter of Credit may
be issued in accordance with, and it will not violate the requirements of,
Section 2.01(c). Unless the respective Letter of Credit Issuer has received
notice from the Borrower, any Agent or the Required Lenders before it issues a
Letter of Credit that one or more of the applicable conditions specified in
Section 5 or 6, as the case may be, are not then satisfied, or that the issuance
of such Letter of Credit would violate Section 2.01(c), then such Letter of
Credit Issuer may issue the requested Letter of Credit for the account of the
Borrower in accordance with such Letter of Credit Issuer's usual and customary
practice.

          2.03    Letter of Credit Participations. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each other RL
Lender, and each such RL Lender (each, a "Participant") shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's Adjusted RL Percentage, in
such Letter of Credit, each substitute Letter of Credit, each drawing made
thereunder and the obligations of the

<PAGE>

Borrower under this Agreement with respect thereto (although Letter of Credit
Fees shall be payable directly to the Administrative Agent for the account of
the RL Lenders as provided in Section 3.01(c) and the Participants shall have no
right to receive any portion of any Facing Fees with respect to such Letters of
Credit) and any security therefor or guaranty pertaining thereto. Upon any
change in the Revolving Loan Commitments or the Adjusted RL Percentages of the
RL Lenders pursuant to Section 1.13 or 13.04(b) or as a result of a Lender
Default, it is hereby agreed that, with respect to all outstanding Letters of
Credit and Unpaid Drawings with respect thereto, there shall be an automatic
adjustment to the participations pursuant to this Section 2.03 to reflect the
new Adjusted RL Percentages of the assigning and assignee Lender or of all RL
Lenders, as the case may be.

          (b)     In determining whether to pay under any Letter of Credit, no
Letter of Credit Issuer shall have any obligation relative to the Participants
other than to determine that any documents required to be delivered under such
Letter of Credit have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by any Letter of Credit Issuer under or in
connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision), shall not create
for such Letter of Credit Issuer any resulting liability.

          (c)     In the event that any Letter of Credit Issuer makes any
payment under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to the Letter of Credit Issuer pursuant to
Section 2.04(a), such Letter of Credit Issuer shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify each
Participant of such failure, and each such Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such Letter
of Credit Issuer, the amount of such Participant's Adjusted RL Percentage of
such payment in U.S. Dollars and in same day funds. If the Administrative Agent
so notifies any Participant required to fund a payment under a Letter of Credit
prior to 11:00 A.M. (New York time) on any Business Day, such Participant shall
make available to the Administrative Agent at the Payment Office for the account
of the respective Letter of Credit Issuer such Participant's Adjusted RL
Percentage of the amount of such payment on such Business Day in same day funds
(and, to the extent such notice is given after 11:00 A.M. (New York time) on any
Business Day, such Participant shall make such payment on the immediately
following Business Day). If and to the extent such Participant shall not have so
made its Adjusted RL Percentage of the amount of such payment available to the
Administrative Agent for the account of the respective Letter of Credit Issuer,
such Participant agrees to pay to the Administrative Agent for the account of
such Letter of Credit Issuer, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of the Letter of Credit Issuer at
the overnight Federal Funds Rate. The failure of any Participant to make
available to the Administrative Agent for the account of the respective Letter
of Credit Issuer its Adjusted RL Percentage of any payment under any Letter of
Credit issued by it shall not relieve any other Participant of its obligation
hereunder to make available to the Administrative Agent for the account of such
Letter of Credit Issuer its applicable Adjusted RL Percentage of any payment
under any such Letter of Credit on the date required, as specified above, but no
Participant shall be responsible for the failure of any other Participant to
make available to the Administrative

<PAGE>

Agent for the account of such Letter of Credit Issuer such other Participant's
Adjusted RL Percentage of any such payment.

          (d)     Whenever any Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Adjusted RL Percentage thereof, in U.S. Dollars
and in same day funds, an amount equal to such Participant's Adjusted RL
Percentage of the principal amount thereof and interest thereon accruing after
the purchase of the respective participations.

          (e)     Each Letter of Credit Issuer shall, promptly after each
issuance of, or amendment or modification to, a Standby Letter of Credit issued
by it, give the Administrative Agent and the Borrower written notice of the
issuance of, or amendment or modification to, such Standby Letter of Credit,
which notice shall be accompanied by a copy of the Standby Letter of Credit or
Standby Letters of Credit issued by it and each such amendment or modification
thereto. Promptly upon receipt of such notice, the Administrative Agent shall
notify each Participant, in writing, of such issuance, amendment or modification
and if any Participant shall so request, the Administrative Agent shall furnish
said Participant with a copy of such Standby Letter of Credit, such amendment or
such modification, as the case may be.

          (f)     Each Letter of Credit Issuer (other than DBTCA) shall deliver
to the Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, the aggregate daily Stated Amount available to be drawn
under the outstanding Trade Letters of Credit issued by such Letter of Credit
Issuer for the previous week.

          (g)     The obligations of the Participants to make payments to the
Administrative Agent for the account of the respective Letter of Credit Issuer
with respect to Letters of Credit issued by it shall be irrevocable and not
subject to counterclaim, set-off or other defense or any other qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

          (i)     any lack of validity or enforceability of this Agreement or
          any of the other Credit Documents;

          (ii) the existence of any claim, set-off, defense or other right which
     the Borrower or any of its Subsidiaries may have at any time against a
     beneficiary named in a Letter of Credit, any transferee of any Letter of
     Credit (or any Person for whom any such transferee may be acting), any
     Agent, any Letter of Credit Issuer, any Lender, or any other Person,
     whether in connection with this Agreement, any Letter of Credit, the
     transactions contemplated herein or any unrelated transactions (including
     any underlying transaction between the Borrower or any of its Subsidiaries
     and the beneficiary named in any such Letter of Credit);

<PAGE>

          (iii)   any draft, certificate or other document presented under the
     Letter of Credit proving to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect;

          (iv)    the surrender or impairment of any security for the
     performance or observance of any of the terms of any of the Credit
     Documents; or

          (v)     the occurrence of any Default or Event of Default.

          2.04    Agreement to Repay Letter of Credit Drawings.

          (a)     The Borrower hereby agrees to reimburse each Letter of Credit
Issuer, by making payment to the Administrative Agent in U.S. Dollars and in
immediately available funds at the Payment Office, for any payment or
disbursement made by such Letter of Credit Issuer under any Letter of Credit
issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid
Drawing") immediately after, and in any event on the date of (or, if not
notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (New York
time) on the date of such payment or disbursement, on the Business Day
following), such payment or disbursement, with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to
2:00 P.M. (New York time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but not including the date such Letter
of Credit Issuer is reimbursed therefor at a rate per annum which shall be the
then Applicable Margin for Revolving Loans maintained as Base Rate Loans plus
the Base Rate, each as in effect from time to time (plus an additional 2% per
annum if not reimbursed by the third Business Day after the date of such payment
or disbursement), such interest also to be payable on demand; provided, that it
is understood and agreed, however, that the notices referred to above in this
clause (a) shall not be required to be given if a Default or an Event of Default
under such Section 10.05 shall have occurred and be continuing, in which case
the Unpaid Drawings shall be due and payable immediately without presentment,
demand, protest or notice of any kind (all of which are hereby waived by each
Credit Party) and shall bear interest at a rate per annum which shall be (x)
until the third Business Day following the respective Drawing, the Applicable
Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate,
each as in effect from time to time, and (y) at all times on and after the third
Business Day following the respective Drawing, the rate per annum specified in
preceding clause (x) plus 2%. Each Letter of Credit Issuer shall provide the
Borrower prompt notice of any payment or disbursement made by it under any
Letter of Credit issued by it, although the failure of, or delay in, giving any
such notice shall not release or diminish the obligations of the Borrower under
this Section 2.04(a) or under any other Section of this Agreement.

          (b)     The Borrower's obligation under this Section 2.04 to reimburse
the respective Letter of Credit Issuer with respect to drawings on Letters of
Credit (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower or any of its Subsidiaries
may have or have had against such Letter of Credit Issuer, any Agent or any
Lender or other Person, including, without limitation, any defense based upon
the failure of any drawing under a Letter of Credit issued by it to conform to
the terms of the Letter of Credit or any nonapplication or misapplication by the
beneficiary of the proceeds of such drawing;

<PAGE>

provided, however, that the Borrower shall not be obligated to reimburse such
Letter of Credit Issuer for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Letter
of Credit Issuer as determined by a court of competent jurisdiction in a final
and non-appealable decision; provided, further, that any reimbursement made by
the Borrower shall be without prejudice to any claim it may have against such
Letter of Credit Issuer as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Letter of Credit Issuer (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

          2.05    Increased Costs. If after the Effective Date, any Letter of
Credit Issuer or any Participant determines that the adoption or effectiveness
of any applicable law, rule or regulation, order, guideline or request or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Letter of Credit
Issuer or any Participant with any request or directive (whether or not having
the force of law) by any such authority, central bank or comparable agency shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Letters of Credit issued by such Letter
of Credit Issuer or such Participant's participation therein, or (ii) impose on
any Letter of Credit Issuer or any Participant any other conditions directly or
indirectly affecting this Agreement, any Letter of Credit or such Participant's
participation therein; and the result of any of the foregoing is to increase the
cost to such Letter of Credit Issuer or such Participant of issuing, maintaining
or participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Participant
hereunder or reduce the rate of return on its capital (other than any increased
costs or reduction in the amount received or receivable resulting from the
imposition of or a change in the rate of taxes or any similar charges) with
respect to Letters of Credit, then, upon written demand to the Borrower by such
Letter of Credit Issuer or such Participant (a copy of which notice shall be
sent by such Letter of Credit Issuer or such Participant to the Administrative
Agent), accompanied by the certificate described in the last sentence of this
Section 2.05, the Borrower agrees, subject to the provisions of Section 13.18
(to the extent applicable), to pay to such Letter of Credit Issuer or such
Participant such additional amount or amounts as will compensate such Letter of
Credit Issuer or such Participant for such increased cost or reduction. Any
Letter of Credit Issuer or any Participant, upon determining that any additional
amounts will be payable pursuant to this Section 2.05, will give prompt written
notice thereof to the Borrower, which notice shall include a certificate
submitted to the Borrower by such Letter of Credit Issuer or such Participant,
as the case may be (a copy of which certificate shall be sent by such Letter of
Credit Issuer or such Participant to the Administrative Agent), setting forth in
reasonable detail the basis for the determination of such additional amount or
amounts necessary to compensate such Letter of Credit Issuer or such Participant
as aforesaid and such certificate, if delivered in good faith, shall be final
and conclusive and binding on the Borrower absent manifest error, although the
failure to deliver any such certificate shall not release or diminish the
Borrower's obligations to pay additional amounts pursuant to this Section 2.05
upon subsequent receipt of such certificate.

          SECTION 3. Fees; Commitments.Fees.. (a) The Borrower shall pay to
the Administrative Agent for distribution to each Non-Defaulting Lender with a
Revolving Loan Commitment, a commitment fee (the "RL Commitment Fee") for the
period from the Effective

<PAGE>

Date to but not including the Revolving Loan Maturity Date (or such earlier date
as the Total Revolving Loan Commitment shall have been terminated), computed at
a rate for each day equal to 1/2 of 1% on the daily average Unutilized Revolving
Loan Commitment of such Non-Defaulting Lender. Accrued RL Commitment Fees shall
be due and payable quarterly in arrears on each Quarterly Payment Date and on
the Revolving Loan Maturity Date (or such earlier date upon which the Total
Revolving Loan Commitment is terminated).

          (b)     The Borrower shall pay to the Administrative Agent for
distribution to each Non-Defaulting Lender with a Term Loan Commitment, a
commitment fee (the "TL Commitment Fee") for the period from the Effective Date
to but not including the Term Loan Commitment Termination Date (or such earlier
date as the Total Term Loan Commitment shall have been terminated), computed at
a rate for each day equal to 3/4 of 1% on the daily average Term Loan Commitment
of such Non-Defaulting Lender. Accrued TL Commitment Fees shall be due and
payable quarterly in arrears on each Quarterly Payment Date and on the Term Loan
Commitment Termination Date (or such earlier date upon which the Total Term Loan
Commitment is terminated).

          (c)     The Borrower shall pay to the Administrative Agent for pro
rata distribution to each Non-Defaulting Lender with a Revolving Loan Commitment
(based on its respective Adjusted RL Percentage), a fee in respect of each
Letter of Credit (the "Letter of Credit Fee") computed at a rate per annum equal
to the Applicable Margin for Revolving Loans maintained as Eurodollar Loans then
in effect on the daily Stated Amount of such Letter of Credit. Accrued Letter of
Credit Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and upon the first day on or after the termination of the Total
Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

          (d)     The Borrower shall pay to each Letter of Credit Issuer a fee
in respect of each Letter of Credit issued by such Letter of Credit Issuer (the
"Facing Fee") computed at the rate of 1/4 of 1% per annum on the daily Stated
Amount of such Letter of Credit; provided, that in no event shall the annual
Facing Fee with respect to each Letter of Credit be less than $500; it being
agreed that (x) on the date of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination of such Letter of Credit, if $500
will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding 12-month period, the full $500
shall be payable on the date of issuance of such Letter of Credit and on each
such anniversary thereof prior to the termination of such Letter of Credit and
(y) if on the date of the termination of any Letter of Credit, $500 actually
exceeds the amount of Facing Fees paid or payable with respect to such Letter of
Credit for the period beginning on the date of the issuance thereof (or if the
respective Letter of Credit has been outstanding for more than one year, the
date of the last anniversary of the issuance thereof occurring prior to the
termination of such Letter of Credit) and ending on the date of the termination
thereof, an amount equal to such excess shall be paid as additional Facing Fees
with respect to such Letter of Credit on the next date upon which Facing Fees
are payable in accordance with the immediately succeeding sentence. Except as
provided in the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

<PAGE>

          (e)     The Borrower shall pay directly to each Letter of Credit
Issuer upon each issuance of, payment under, and/or amendment of, a Letter of
Credit issued by such Letter of Credit Issuer such amount as shall at the time
of such issuance, payment or amendment be the administrative charge which such
Letter of Credit Issuer is generally charging for issuances of, payments under
or amendments of, letters of credit issued by it.

          (f)     The Borrower shall pay to each Agent, for its own account,
such other fees as may be agreed to in writing from time to time between the
Borrower and such Agent, when and as due.

          (g)     All computations of Fees shall be made in accordance with
Section 13.07(b).

          3.02    Voluntary Termination or Reduction of Total Unutilized
Revolving Loan Commitment. (a) Upon at least three Business Days' prior notice
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, to terminate or
partially reduce the Total Unutilized Revolving Loan Commitment; provided that
(i) any such termination or partial reduction shall apply to proportionately and
permanently reduce the Revolving Loan Commitment of each Lender with such a
Commitment, (ii) any partial reduction pursuant to this Section 3.02(a) shall be
in integral multiples of $1,000,000 and (iii) no reduction to the Total
Unutilized Revolving Loan Commitment shall be in an amount which would cause the
Revolving Loan Commitment of any RL Lender to be reduced (as required by the
preceding clause (i)) by an amount which exceeds the remainder of (A) the
Unutilized Revolving Loan Commitment of such RL Lender as in effect immediately
before giving effect to such reduction minus (B) such RL Lender's Adjusted RL
Percentage of the aggregate principal amount of Swingline Loans then
outstanding.

          (b)     In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
Section 13.12(b), the Borrower shall have the right, on or after the Term Loan
Commitment Termination Date, subject to obtaining the consents required by
Section 13.12(b), upon five Business Days' prior written notice to the
Administrative Agent at its Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), to terminate the entire
Revolving Loan Commitment of such Lender, so long as all Loans, together with
accrued and unpaid interest, Fees and all other amounts, owing to such Lender
(including all amounts, if any, owing pursuant to Section 1.11 but excluding
amounts owing in respect of Term Loans maintained by such Lender, if such Term
Loans are not being repaid pursuant to Section 13.12(b)) are repaid concurrently
with the effectiveness of such termination (at which time Schedule I shall be
deemed modified to reflect such changed amounts) and at such time, unless the
respective Lender continues to have outstanding Term Loans hereunder, such
Lender shall no longer constitute a "Lender" for purposes of this Agreement,
except with respect to indemnifications under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall
survive as to such repaid Lender.

<PAGE>

          (c)     The Borrower shall not have the right to voluntarily terminate
or partially reduce the Total Term Loan Commitment (or the Term Loan Commitment
of any Lender).

          3.03    Mandatory Reduction of Commitments. (a) The Total Commitment
(and the Term Loan Commitment and Revolving Loan Commitment of each Lender)
shall terminate in its entirety on July 31, 2003 unless the Initial Borrowing
Date has occurred on or before such date.

          (b)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Lender) shall (i) be reduced on each date on which Term Loans
are incurred (after giving effect to the making of Term Loans on such date) in
an amount equal to the aggregate principal amount of Term Loans incurred on such
date, (ii) terminate in its entirety (to the extent not theretofore terminated)
on the Term Loan Commitment Termination Date (after giving effect to any
incurrence of Term Loans on such date) and (iii) prior to the termination of the
Total Term Loan Commitment as provided in clauses (i) and (ii) above, be reduced
from time to time to the extent required by Section 4.02.

          (c)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each RL Lender) shall terminate in its entirety on
the Revolving Loan Maturity Date.

          (d)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment shall be
permanently reduced from time to time to the extent required by Section 4.02.

          (e)     Each reduction to the Total Term Loan Commitment or Total
Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section
4.02) shall be applied proportionately to reduce the Term Loan Commitment or the
Revolving Loan Commitment, as the case may be, of each Lender with such a
Commitment.

          SECTION 4. Payments.

          4.01    Voluntary Prepayments. The Borrower shall have the right to
prepay the Loans, and the right to allocate such prepayments to Term Loans,
Revolving Loans and/or Swingline Loans as the Borrower elects, in whole or in
part, without premium or penalty except as otherwise provided in this Agreement,
from time to time on the following terms and conditions:

          (i)     the Borrower shall give the Administrative Agent at its Notice
     Office written notice (or telephonic notice promptly confirmed in writing)
     of its intent to prepay the Loans, whether such Loans are Term Loans,
     Revolving Loans or Swingline Loans, the amount of such prepayment, the
     Types of Loans to be repaid and (in the case of Eurodollar Loans) the
     specific Borrowing(s) pursuant to which made, which notice (I) shall be
     given by the Borrower prior to 12:00 Noon (New York time) (x) at least one
     Business Day prior to the date of such prepayment in the case of Term Loans
     and Revolving Loans maintained as Base Rate Loans, (y) at least three
     Business Days prior to the date of such prepayment in the case of
     Eurodollar Loans and (z) on the date of such

<PAGE>

     prepayment in the case of Swingline Loans, (II) shall, in the case of
     prepayments of Term Loans, specify the manner in which such prepayment
     shall be applied to reduce the then remaining Scheduled Repayments and
     (III) shall, except in the case of Swingline Loans, promptly be transmitted
     by the Administrative Agent to each of the Lenders;

          (ii)    each prepayment (other than prepayments in full of (I) all
     outstanding Base Rate Loans or (II) any outstanding Borrowing of Eurodollar
     Loans) shall be in an aggregate principal amount of at least (x)
     $1,000,000, in the case of Eurodollar Loans, (y) $500,000, in the case of
     Revolving Loans and Term Loans maintained as Base Rate Loans and (z)
     $100,000, in the case of Swingline Loans and, in each case, if greater, in
     integral multiples of $100,000, provided, that no partial prepayment of
     Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate
     principal amount of the Eurodollar Loans outstanding pursuant to such
     Borrowing to an amount less than the Minimum Borrowing Amount applicable
     thereto;

          (iii)   at the time of any prepayment of Eurodollar Loans pursuant to
     this Section 4.01 on any date other than the last day of the Interest
     Period applicable thereto, the Borrower shall pay the amounts required
     pursuant to Section 1.11;

          (iv)    except as provided in clause (vi) below, each prepayment in
     respect of any Loans made pursuant to a Borrowing shall be applied pro rata
     among such Loans, provided, that at the Borrower's election in connection
     with any prepayment of Revolving Loans pursuant to this Section 4.01, such
     prepayment shall not be applied to any Revolving Loans of a Defaulting
     Lender;

          (v)     each prepayment of principal of Term Loans pursuant to this
     Section 4.01 shall be applied to reduce the then remaining Scheduled
     Repayments in such manner as the Borrower shall designate in the notice
     delivered pursuant to clause (i) of this Section 4.01, provided that if the
     Borrower fails to make such a designation, each such prepayment of Term
     Loans shall be applied to reduce the then remaining Scheduled Repayments on
     a pro rata basis; and

          (vi)    in the event of certain refusals by a Lender to consent to
     certain proposed changes, waivers, discharges or terminations with respect
     to this Agreement which have been approved by the Required Lenders as
     provided in Section 13.12(b), the Borrower may, on or after the Term Loan
     Commitment Termination Date, upon five Business Days' prior written notice
     to the Administrative Agent at its Notice Office (which notice the
     Administrative Agent shall promptly transmit to each of the Lenders), repay
     all Loans of such Lender (including all amounts, if any, owing pursuant to
     Section 1.11), together with accrued and unpaid interest, Fees and all
     other amounts then owing to such Lender (or owing to such Lender with
     respect to each Tranche which gave rise to the need to obtain such Lender's
     individual consent) in accordance with said Section 13.12(b), so long as
     (A) in the case of the repayment of Revolving Loans of any Lender pursuant
     to this clause (vi), the Revolving Loan Commitment of such Lender is
     terminated concurrently with such repayment (at which time Schedule I shall
     be deemed modified to reflect the changed Revolving Loan Commitments) and
     (B) the consents required by

<PAGE>

     Section 13.12(b) in connection with the repayment pursuant to this clause
     (vi) shall have been obtained.

          4.02    Mandatory Repayments and Commitment Reductions. (a) (i) If on
any date the sum of (x) the aggregate outstanding principal amount of Revolving
Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to
all other repayments thereof on such date) and (y) the Letter of Credit
Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment
as then in effect, the Borrower shall repay on such date the principal of
Swingline Loans, and if no Swingline Loans are or remain outstanding, the
principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and all outstanding Revolving Loans of
Non-Defaulting Lenders, the aggregate amount of Letter of Credit Outstandings
exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the
Borrower shall pay to the Administrative Agent at the Payment Office on such
date an amount in cash and/or Cash Equivalents equal to such excess (up to the
aggregate amount of Letter of Credit Outstandings at such time) and the
Administrative Agent shall hold such payment as security for the obligations of
the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Administrative Agent.

          (ii)    On any date on which the aggregate outstanding principal
amount of the Revolving Loans made by any Defaulting Lender exceeds the
Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay
on such date principal of Revolving Loans of such Defaulting Lender in an amount
equal to such excess.

          (b)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date set forth below, the
Borrower shall be required to repay that principal amount of Term Loans, to the
extent then outstanding, as is set forth opposite such date (each such
repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h),
a "Scheduled Repayment"):

Scheduled Repayment Date                                        Amount
------------------------                                    -------------
September 30, 2003                                          $   3,750,000
December 31, 2003                                           $   3,750,000

March 31, 2004                                              $   3,750,000
June 30, 2004                                               $   3,750,000
September 30, 2004                                          $   5,000,000
December 31, 2004                                           $   5,000,000

March 31, 2005                                              $   5,000,000
June 30, 2005                                               $   5,000,000
September 30, 2005                                          $   6,250,000
December 31, 2005                                           $   6,250,000

<PAGE>

March 31, 2006                                              $   6,250,000
June 30, 2006                                               $   6,250,000
September 30, 2006                                          $   6,250,000
December 31, 2006                                           $   6,250,000

March 31, 2007                                              $   6,250,000
June 30, 2007                                               $   6,250,000
September 30, 2007                                          $   6,250,000
December 31, 2007                                           $   6,250,000

March 31, 2008                                              $   6,250,000
June 30, 2008                                               $   6,250,000
September 30, 2008                                          $   6,250,000
December 31, 2008                                           $   6,250,000

March 31, 2009                                              $   6,250,000
June 30, 2009                                               $   6,250,000
September 30, 2009                                          $   6,250,000
December 31, 2009                                           $   6,250,000

March 31, 2010                                              $   6,250,000
Term Loan Maturity Date                                     $ 101,250,000

In the event that, on the Term Loan Commitment Termination Date, less than
$255,000,000 in aggregate principal amount of Term Loans have been incurred on
or prior to such date, an amount equal to the remainder of $255,000,000 less the
aggregate principal amount of the Term Loans incurred on or prior to such date
shall be applied to reduce the then remaining Scheduled Repayments on a pro rata
basis (based upon the then remaining principal amount of such Scheduled
Repayments after giving effect to all prior reductions thereto).

          (c)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Effective
Date upon which the Borrower or any of its Subsidiaries receives Net Sale
Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds
from such Asset Sale shall be applied as a mandatory repayment and/or commitment
reduction in accordance with the requirements of Sections 4.02(h) and (i);
provided that (I) with respect to no more than $20,000,000 in the aggregate of
such Net Sale Proceeds received by the Borrower and its Subsidiaries after the
Effective Date in connection with one or more Permitted Sale-Leaseback
Transactions, such Net Sale Proceeds shall not give rise to a mandatory
repayment (and/or commitment reduction, as the case may be) on such date to the
extent (i) no Default or Event of Default then exists and (ii) the Borrower
delivers an officer's certificate to the Administrative Agent on or prior to
such date stating that such Net Sale Proceeds constitute Net Sale Proceeds of a
Permitted Sale-Leaseback Transaction consummated in accordance with the
requirements of Section 9.02(a) and the definition thereof and (II) with respect
to no more than $10,000,000 in the aggregate of such Net Sale Proceeds received
by the Borrower or its Subsidiaries in any fiscal year of the Borrower, such Net
Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment
reduction, as the case may be) on such date to the extent that no Default or
Event of Default then exists and the

<PAGE>

Borrower delivers a certificate to the Administrative Agent on or prior to such
date stating that such Net Sale Proceeds shall be used or contractually
committed to be used to purchase assets used or to be used in the businesses
permitted pursuant to Section 9.01 (including, without limitation (but only to
the extent permitted by Section 9.02), the purchase of the capital stock of a
Person engaged in such businesses) within 365 days following the date of receipt
of such Net Sale Proceeds from such Asset Sale (which certificate shall set
forth the estimates of the proceeds to be so expended); provided further that
(i) if all or any portion of such Net Sale Proceeds are not so used (or
contractually committed to be used) within such 365 day period, such remaining
portion shall be applied on the last day of such period as a mandatory repayment
and/or commitment reduction as provided above (without giving effect to the
immediately preceding proviso) and (ii) if all or any portion of such Net Sale
Proceeds are not so used within such 365-day period referred to in clause (i) of
this proviso because such amount is contractually committed to be used and
subsequent to such date such contract is terminated or expires without such
portion being so used, such remaining portion shall be applied on the date of
such termination or expiration as a mandatory repayment and/or commitment
reduction as provided above (without giving effect to the immediately preceding
proviso). Notwithstanding the foregoing provisions of this Section 4.02(c), so
long as no Default or Event of Default shall have occurred and be continuing, no
mandatory repayments or commitment reductions shall be required pursuant to the
immediately preceding proviso appearing in this Section 4.02(c) until the date
on which the aggregate Net Sale Proceeds from all Asset Sales not reinvested
within the time periods specified by said proviso equals or exceeds $2,000,000.

          (d)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Effective
Date on which the Borrower or any of its Subsidiaries receives any cash proceeds
from (i) any incurrence of Indebtedness (other than Indebtedness permitted to be
incurred pursuant to Section 9.04 as in effect on the Effective Date) by the
Borrower or any of its Subsidiaries, (ii) any issuance of Preferred Stock by the
Borrower or any of its Subsidiaries (other than (x) Disqualified Preferred Stock
to the extent the proceeds therefrom are used to effect Permitted Acquisitions
and (y) Qualified Preferred Stock) or (iii) any issuance of capital stock or
other Equity Interests by, or cash capital contributions to, any Subsidiary of
the Borrower (other than (x) issuances of common Equity Interests to the
Borrower or any other Subsidiary of the Borrower or any other Subsidiary of the
Borrower, and (y) cash capital contributions to any Subsidiary of the Borrower
by the Borrower or any Subsidiary of the Borrower), an amount equal to 100% of
the Net Cash Proceeds of the respective incurrence of Indebtedness, issuance of
Preferred Stock or Equity Interests or capital contribution shall be applied as
a mandatory repayment and/or commitment reduction in accordance with the
requirements of Sections 4.02(h) and (i). Notwithstanding the foregoing
provisions of this Section 4.02(d), so long as no Default or Event of Default
shall have occurred and be continuing, no mandatory repayment or commitment
reduction shall be required pursuant to this Section 4.02(d) until the date on
which the sum of (x) the Net Cash Proceeds required to be applied as mandatory
repayments and/or commitment reductions in the absence of this sentence plus (y)
the Net Cash Proceeds required to be applied as mandatory repayments and/or
commitment reductions pursuant to Section 4.02(e) in the absence of the last
sentence of said Section, equals or exceeds $2,000,000.

          (e)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Effective
Date on which the Borrower

<PAGE>

or any of its Subsidiaries receives any cash proceeds from any sale or issuance
of Qualified Preferred Stock or common Equity Interests of (or cash capital
contributions to) the Borrower (other than (x) issuances of Borrower Common
Stock to management of the Borrower and its Subsidiaries (including as a result
of the exercise of any options with respect thereto) in an aggregate amount not
to exceed $7,500,000 in any fiscal year of the Borrower, (y) any issuance of
Borrower Common Stock or Qualified Preferred Stock, to the extent the proceeds
therefrom are used to effect Permitted Acquisitions and (z) additional issuances
of Borrower Common Stock and Qualified Preferred Stock, to the extent that the
aggregate proceeds excluded pursuant to this clause (z) after the Effective Date
do not exceed $7,500,000), an amount equal to 50% of the Net Cash Proceeds of
the respective equity issuance or capital contribution shall be applied as a
mandatory repayment and/or commitment reduction in accordance with the
requirements of Sections 4.02(h) and (i). Notwithstanding the foregoing
provisions of this Section 4.02(e), so long as no Default or Event of Default
shall have occurred and be continuing, no mandatory repayment and/or commitment
reduction shall be required pursuant to this Section 4.02(e) until the date on
which the sum of (x) the Net Cash Proceeds required to be applied as mandatory
repayments and/or commitment reductions in the absence of this sentence plus (y)
the Net Cash Proceeds required to be applied as mandatory repayments and/or
commitment reductions pursuant to Section 4.02(d) in the absence of the last
sentence in said Section, equals or exceeds $2,000,000.

          (f)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, within 10 days following each date on
or after the Effective Date on which the Borrower or any of its Subsidiaries
receives any cash proceeds from any Recovery Event, an amount equal to 100% of
the proceeds of such Recovery Event (net of reasonable costs (including, without
limitation, legal costs and expenses) and taxes incurred in connection with such
Recovery Event and the amount of such proceeds required to be used to repay any
Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement)
which is secured by the respective assets subject to such Recovery Event) shall
be applied as a mandatory repayment and/or commitment reduction in accordance
with the requirements of Sections 4.02(h) and (i), provided that (x) so long as
no Default or Event of Default then exists and such proceeds do not exceed
$5,000,000, such proceeds shall not be required to be so applied on such date to
the extent that an Authorized Officer of the Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used or shall be committed to be used to replace or
restore any properties or assets in respect of which such proceeds were paid
within 360 days following the date of such Recovery Event (which certificate
shall set forth the estimates of the proceeds to be so expended) and (y) so long
as no Default or Event of Default then exists and to the extent that (a) the
amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds,
together with other cash available to the Borrower and its Subsidiaries and
permitted to be spent by them on Capital Expenditures during the relevant
period, equals at least 100% of the cost of replacement or restoration of the
properties or assets in respect of which such proceeds were paid as determined
by the Borrower and as supported by such estimates or bids from contractors or
subcontractors or such other supporting information as the Administrative Agent
may reasonably accept, (c) an Authorized Officer of the Borrower has delivered
to the Administrative Agent a certificate on or prior to the date the respective
mandatory repayment and/or commitment reduction would otherwise be required
pursuant to this Section 4.02(f) in the form described in clause (x) above and
also certifying its determination as required by preceding clause (b) and
certifying the sufficiency of business

<PAGE>

interruption insurance as required by succeeding clause (d), and (d) an
Authorized Officer of the Borrower has delivered to the Administrative Agent
such evidence as the Administrative Agent may reasonably request in form and
substance reasonably satisfactory to the Administrative Agent establishing that
the Borrower has sufficient business interruption insurance and that the
Borrower will receive payment thereunder in such amounts and at such times as
are necessary to satisfy all obligations and expenses of the Borrower
(including, without limitation, all debt service requirements, including
pursuant to this Agreement), without any delay or extension thereof, for the
period from the date of the respective casualty, condemnation or other event
giving rise to the Recovery Event and continuing through the completion of the
replacement or restoration of the respective properties or assets, then the
entire amount of the proceeds of such Recovery Event and not just the portion in
excess of $5,000,000 shall be deposited with the Administrative Agent pursuant
to a cash collateral arrangement reasonably satisfactory to the Administrative
Agent whereby such proceeds shall be disbursed to the Borrower from time to time
as needed to pay or reimburse the Borrower or such Subsidiary actual costs
incurred by it in connection with the replacement or restoration of the
respective properties or assets (pursuant to such certification requirements as
may be established by the Administrative Agent), provided further, that at any
time while an Event of Default has occurred and is continuing, the Required
Lenders may direct the Administrative Agent (in which case the Administrative
Agent shall, and is hereby authorized by the Borrower to, follow said
directions) to apply any or all proceeds then on deposit in such collateral
account to the repayment of Obligations hereunder in the same manner as proceeds
would be applied pursuant to the Security Agreement, and provided further, that
if all or any portion of such proceeds not required to be applied as a mandatory
repayment and/or commitment reduction pursuant to the second preceding proviso
(whether pursuant to clause (x) or (y) thereof) are either (A) not so used or
committed to be so used within 360 days after the date of the respective
Recovery Event or (B) if committed to be used within 360 days after the date of
receipt of such net proceeds and not so used within 18 months after the date of
respective Recovery Event then, in either such case, such remaining portion not
used or committed to be used (in the case of preceding clause (A)) and not used
(in the case of preceding clause (B)) shall be applied on the date occurring 360
days after the date of the respective Recovery Event (in the case of clause (A)
above) or the date occurring 18 months after the date of the respective Recovery
Event (in the case of clause (B) above) as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(h) and
(i).

          (g)     In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each Excess Cash Flow Payment Date,
an amount equal to the Applicable Excess Cash Flow Percentage of the Adjusted
Excess Cash Flow for the relevant Excess Cash Flow Payment Period shall be
applied as a mandatory repayment and/or commitment reduction in accordance with
the requirements of Sections 4.02(h) and (i).

          (h)     Each amount required to be applied pursuant to
Sections 4.02(c), (d), (e), (f) and (g) in accordance with this Section 4.02(h)
shall be applied (i) first, to repay the outstanding principal amount of Term
Loans, (ii) second, to the extent in excess of the amounts required to be
applied pursuant to preceding subclause (i), to reduce the Total Term Loan
Commitment and (iii) third, to the extent in excess of the amounts required to
be applied pursuant to preceding subclauses (i) and (ii), to reduce the Total
Revolving Loan Commitment (it being understood and agreed that (x) the amount of
any reduction to the Total Term Loan Commitment and/or the Total Revolving Loan
Commitment as provided in preceding subclauses

<PAGE>

(ii) and (iii) shall be deemed to be an application of proceeds for purposes of
this Section 4.02(h) even though cash is not actually applied, (y) any cash
received by the Borrower or such Subsidiary in connection with the event giving
rise to such reduction will be retained by such Person except to the extent that
such cash is otherwise required to be applied as provided in Section 4.02(a) as
a result of any reduction to the Total Revolving Loan Commitment and (z) such
reduction shall be made in accordance with Section 3.03(e)). All repayments or
commitment reductions, as the case may be, of outstanding Term Loans or Term
Loan Commitments, pursuant to Sections 4.02(c), (d), (e), (f) or (g) shall be
applied to reduce the then remaining Scheduled Repayments of Term Loans on a pro
rata basis (based upon the then remaining Scheduled Repayments after giving
effect to all prior reductions thereto).

          (i)     With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings of the respective Tranche pursuant to which
made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section
4.02 may only be made on the last day of an Interest Period applicable thereto
unless (x) all Eurodollar Loans of the respective Tranche with Interest Periods
ending on such date of required repayment and all Base Rate Loans of the
respective Tranche have been paid in full and/or (y) concurrently with such
repayment, the Borrower pays all breakage costs and other amounts owing to each
Lender pursuant to Section 1.11; (ii) if any repayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans
made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto, such Borrowing shall be converted at the end of the
then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each
repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied
pro rata among such Tranche of Loans. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view,
but no obligation, to minimize breakage costs owing under Section 1.11.
Notwithstanding the foregoing provisions of this Section 4.02, if at any time
the mandatory repayment of Loans pursuant to this Section 4.02 would result,
after giving effect to the procedures set forth in this clause (i) above, in the
Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar
Loans being repaid other than on the last day of an Interest Period applicable
thereto (any such Eurodollar Loans, "Affected Loans"), the Borrower may elect,
by written notice to the Administrative Agent, to have the provisions of the
following sentence be applicable. At the time any Affected Loans are otherwise
required to be prepaid, the Borrower may elect to deposit 100% (or such lesser
percentage elected by the Borrower as not being repaid) of the principal amounts
that otherwise would have been paid in respect of the Affected Loans with the
Administrative Agent to be held as security for the obligations of the Borrower
hereunder pursuant to a cash collateral agreement to be entered into in form and
substance satisfactory to the Administrative Agent, with such cash collateral to
be released from such cash collateral account (and applied to repay the
principal amount of such Eurodollar Loans) upon each occurrence thereafter of
the last day of an Interest Period applicable to Eurodollar Loans (or such
earlier date or dates as shall be requested by the Borrower), with the amount to
be so released and applied on the last day of each Interest Period to be the
amount of such Eurodollar Loans to which such Interest Period applies (or, if
less, the amount remaining in such cash collateral account).

<PAGE>

          (j)     Notwithstanding anything to the contrary contained elsewhere
in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in
full on the Swingline Expiry Date and (ii) all other then outstanding Loans
shall be repaid in full on the respective Maturity Date for such Loans.

          4.03    Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the ratable account of the Lender or Lenders
entitled thereto not later than 12:00 Noon (New York time) on the date when due
and shall be made in U.S. Dollars in immediately available funds at the Payment
Office. Any payments under this Agreement or under any Note which are made later
than 12:00 Noon (New York time) on any Business Day shall be deemed to have been
made on the next succeeding Business Day. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable during such extension at the applicable rate in effect immediately prior
to such extension.

          4.04    Net Payments. (a) All payments made by the Borrower hereunder
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed with respect to such payments by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding, in the case of each Lender, except as provided in
the second succeeding sentence, any tax, including any income, branch profits,
franchise or similar tax, which in each case is imposed on or measured by the
net income, net profits or capital of such Lender pursuant to the laws of the
jurisdiction in which such Lender is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any
political subdivision or taxing authority thereof or therein) and all interest,
penalties or similar liabilities with respect to such nonexcluded taxes, levies,
imposts, duties, fees, assessments or other charges (all such nonexcluded taxes,
levies, imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due by the Borrower under this
Agreement or under any Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such Note.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence (any such amounts, the "Gross-Up Amount"), the Borrower agrees to
reimburse each Lender, upon the written request of such Lender, for the net
amount, if any, of any taxes such Lender shall determine are incurred by such
Lender (taking into account in calculating such net amount any allowable credit,
deduction or other benefit available as a result of, or with respect to, the
payment by the Borrower to such Lender of (i) the Gross-Up Amount or (ii) any
amount paid pursuant to this sentence) that would not have been incurred in the
absence of the payment by the Borrower of (i) the Gross-Up Amount or (ii) any
amount paid pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date the payment of any Taxes is
due pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender upon

<PAGE>

its written request, for the amount of any Taxes so levied or imposed and paid
by such Lender in respect of any payments by or on behalf of the Borrower.

          (b)     Each Lender party to this Agreement on the Effective Date
hereby represents that, as of the Effective Date, all payments of principal,
interest, and fees to be made to it by the Borrower pursuant to this Agreement
will be totally exempt from withholding of United States federal tax. Each
Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver
to the Borrower and the Administrative Agent on or prior to the Effective Date,
or in the case of a Lender that is an assignee or transferee of an interest
under this Agreement pursuant to Section 1.13 or 13.04, on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Agreement
and under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying to such Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments of interest to be made under this Agreement and under any Note. In
addition, each Lender agrees that (a) from time to time after the Effective
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, and (b) upon the
Borrower's reasonable request after the occurrence of any other event requiring
the delivery of a Form W-8ECI, Form W-8BEN or any successor form in addition to
or in replacement of the forms previously delivered, it will deliver to the
Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect
to the benefits of any income tax treaty), Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, or any
successor form, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or it shall immediately notify the
Borrower and the Administrative Agent of its inability to deliver any such form
or certificate in which case such Lender shall not be required to deliver any
such form or certificate pursuant to this Section 4.04(b). Notwithstanding
anything to the contrary contained in Section 4.04(a), but subject to the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for federal income tax
purposes to the extent that such Lender has not provided to the Borrower U.S.
Internal Revenue Service forms that establish a complete exemption from such
deduction or withholding and (y) the Borrower shall not be obligated pursuant to
Section 4.04(a) hereof to gross-up payments to be made to such Lender, or to
indemnify and hold harmless or reimburse such Lender, in respect of income or
similar taxes

<PAGE>

imposed by the United States if (I) such Lender has not provided to the Borrower
the Internal Revenue Service forms required to be provided to the Borrower
pursuant to this Section 4.04(b) or (II) in the case of a payment, other than
interest, to a Lender described in clause (ii) above, to the extent that such
forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 4.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any Taxes
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of such Taxes. The Borrower
shall not be required to pay any additional amounts or indemnification under
Section 4.04(a) to any Lender to the extent that the obligation to pay such
additional amounts or indemnification would not have arisen but for the
representation set forth in the first sentence of Section 4.04(b) above made by
the Lender not being true.

          (c)     If the Borrower pays any additional amount under this Section
4.04 with respect to taxes imposed on any payments made to or on behalf of a
Lender and such Lender determines in its sole discretion that it has actually
received or realized in connection therewith any refund of tax, or any reduction
of, or credit against, its tax liabilities (a "Tax Benefit"), such Lender shall
pay to the Borrower an amount that the Lender shall, in its sole discretion,
determine is equal to the net benefit, after tax, which was obtained by the
Lender as a consequence of such refund, reduction or credit; provided, however,
that (i) any Lender may determine, in its sole discretion consistent with the
policies of such Lender, whether to seek a Tax Benefit and (ii) nothing in this
Section 4.04(c) shall require the Lender to disclose any confidential
information to the Borrower (including, without limitation, its tax returns).

          (d)     Each Lender shall use reasonable efforts (consistent with
legal and regulatory restrictions and subject to overall policy considerations
of such Lender) (i) to file any certificate or document or to furnish any
information as reasonably requested by the Borrower pursuant to any applicable
treaty, law or regulation or (ii) to designate a different applicable lending
office of such Lender, if the making of such filing or the furnishing of such
information or the designation of such other lending office would avoid the need
for or reduce the amount of any additional amounts payable by the Borrower and
would not, in the sole discretion of such Lender, be disadvantageous to such
Lender.

          (e)     The provisions of this Section 4.04 are subject to the
provisions of Section 13.18 (to the extent applicable).

<PAGE>

          SECTION 5. Conditions Precedent to Initial Credit Events. The
obligation of each Lender to make each Loan hereunder, and the obligation of the
Letter of Credit Issuer to issue each Letter of Credit hereunder, in each case
on the Initial Borrowing Date, is subject at the time of the making of such Loan
or the issuance of such Letter of Credit, as the case may be, to the
satisfaction of the following conditions:

          5.01    Execution of Agreement; Notes. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agent for the account of each Lender
requesting same the appropriate Term Note and/or Revolving Note and to DBTCA, if
so requested, the Swingline Note, in each case executed by the Borrower and in
the amount, maturity and as otherwise provided herein.

          5.02    Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate dated such date signed by
an appropriate officer of the Borrower stating that all of the applicable
conditions set forth in Sections 5.05 through 5.08, inclusive, and 6A.01 (other
than such conditions that are subject to the satisfaction of the Agents and/or
the Required Lenders), have been satisfied on such date.

          5.03    Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received opinions, addressed to each Agent, the
Collateral Agent and each of the Lenders and dated the Initial Borrowing Date,
from (i) O'Melveny & Myers LLP, special New York counsel to the Credit Parties,
which opinion shall cover the matters contained in Exhibit E-1 and such other
matters incident to the transactions contemplated herein as the Agents and the
Required Lenders may reasonably request and be in form and substance reasonably
satisfactory to the Agents and the Required Lenders, (ii) Bass, Berry & Sims
PLC, special Tennessee counsel to the Credit Parties, which opinion shall cover
the matters contained in Exhibit E-2 and such other matters incident to the
transactions contemplated herein as the Agents and the Required Lenders may
reasonably request and be in form and substance reasonably satisfactory to the
Agents and the Required Lenders and (iii) local counsel to the Credit Parties
and/or the Agents reasonably satisfactory to the Agents, which opinions (x)
shall be addressed to each Agent, the Collateral Agent and each of the Lenders
and be dated the Initial Borrowing Date, (y) shall cover the perfection of the
security interests granted pursuant to the Security Documents and such other
matters incident to the transactions contemplated herein as the Agents may
reasonably request and (z) shall be in form and substance reasonably
satisfactory to the Agents.

          5.04    Company Documents; Proceedings. (a) On the Initial Borrowing
Date, the Administrative Agent shall have received from the Borrower and each
other Credit Party a certificate, dated the Initial Borrowing Date, signed by
the chairman, a vice-chairman, the president or any vice-president of such
Credit Party, and attested to by the secretary or any assistant secretary of
such Credit Party, in the form of Exhibit F with appropriate insertions,
together with copies of the certificate of incorporation, by-laws or equivalent
organizational documents of such Credit Party and the resolutions of such Credit
Party referred to in such certificate and all of the foregoing (including each
such certificate of incorporation, by-laws or other organizational document)
shall be reasonably satisfactory to the Agents.

<PAGE>

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

          5.05    Adverse Change, etc. (a) On the Initial Borrowing Date, since
December 27, 2002, nothing shall have occurred which (i) the Required Lenders or
any Agent shall reasonably determine has had, or could reasonably be expected to
have, a material adverse effect on the rights or remedies of the Lenders or the
Agents, or on the ability of any Credit Party to perform its obligations to them
hereunder or under any other Credit Document or (ii) has had a material adverse
effect on the Transaction or a Material Adverse Effect.

          (b)     On the Initial Borrowing Date, there shall not have occurred
and be continuing any material adverse change to the syndication market for
credit facilities similar in nature to this Agreement, as determined by the
Agents in their reasonable discretion.

          5.06    Litigation. On the Initial Borrowing Date, there shall be no
actions, suits, proceedings or investigations pending or threatened (a) with
respect to this Agreement or any other Document or the Transaction, (b) with
respect to any Existing Indebtedness, (c) which has had, or could reasonably be
expected to have, a Material Adverse Effect or (d) which any Agent or the
Required Lenders shall determine, has had, or could reasonably be expected to
have, (i) a Material Adverse Effect or (ii) a material adverse effect on the
Transaction, the rights or remedies of the Lenders or the Agents hereunder or
under any other Credit Document or on the ability of any Credit Party to perform
its respective obligations to the Lenders or the Agents hereunder or under any
other Credit Document.

          5.07    Approvals. On the Initial Borrowing Date, (i) all necessary
governmental (domestic and foreign), regulatory and third party approvals in
connection with any Existing Indebtedness, the Transaction, the transactions
contemplated by the Documents and otherwise referred to herein or therein shall
have been obtained and remain in full force and effect and evidence thereof
shall have been provided to the Administrative Agent, and (ii) all applicable
waiting periods shall have expired without any action being taken by any
competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of the Transaction, the making of the Loans and
the transactions contemplated by the Documents or otherwise referred to herein
or therein. Additionally, there shall not exist any judgment, order, injunction
or other restraint issued or filed or a hearing seeking injunctive relief or
other restraint pending or notified prohibiting or imposing materially adverse
conditions upon, or materially delaying, or making economically unfeasible, the
consummation of the Transaction or the making of the Loans.

          5.08    Refinancing. (a) On the Initial Borrowing Date and
concurrently with the incurrence of Loans on such date, approximately
$91,300,000 of Indebtedness of the Borrower under the Existing Credit Agreement
shall have been repaid in full, together with all fees and

<PAGE>

other amounts owing thereon, all commitments under the Existing Credit Agreement
shall have been terminated and all letters of credit issued pursuant to the
Existing Credit Agreement shall have been terminated, incorporated hereunder as
Letters of Credit as contemplated by Section 2.01(e) or supported by a back-stop
Letter of Credit issued hereunder.

          (b)     On the Initial Borrowing Date and concurrently with the
incurrence of Loans on such date, all security interests in respect of, and
Liens securing, the Indebtedness under the Existing Credit Agreement shall have
been terminated and released, and the Administrative Agent shall have received
all such releases as may have been requested by the Administrative Agent, which
releases shall be in form and substance satisfactory to the Agents and the
Required Lenders. Without limiting the foregoing, there shall have been
delivered to the Administrative Agent (x) proper termination statements (Form
UCC-3 or the appropriate equivalent) 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 or any of its Subsidiaries in
connection with the security interests created with respect to the Existing
Credit Agreement and the documentation related thereto, (y) terminations or
reassignments of any security interest in, or Lien on, any patents, trademarks,
copyrights, or similar interests of the Borrower or any of its Subsidiaries on
which filings have been made and (z) terminations of all mortgages, leasehold
mortgages and deeds of trust created with respect to property of the Borrower or
any of its Subsidiaries, in each case, to secure the obligations under the
Existing Credit Agreement, all of which shall be in form and substance
satisfactory to the Agents and the Required Lenders.

          (c)     On the Initial Borrowing Date and after giving effect to each
component of the Transaction to be consummated on the Initial Borrowing Date,
the Borrower and its Subsidiaries shall have no Indebtedness or Preferred Stock
outstanding other than (i) the Loans, (ii) the Senior Subordinated Notes and
(iii) certain other indebtedness existing on the Initial Borrowing Date as
listed on Schedule IV in an aggregate outstanding principal amount not to exceed
$100,000 (with the Indebtedness described in this sub-clause (iii) being herein
called the "Scheduled Existing Indebtedness" and, together with the Senior
Subordinated Notes, the "Existing Indebtedness"). On and as of the Initial
Borrowing Date, all of the Existing Indebtedness shall remain outstanding after
giving effect to the Transaction and the other transactions contemplated hereby
(other than the Senior Subordinated Notes Refinancing) without any default or
event of default existing thereunder or arising as a result of the Transaction
and the other transactions contemplated hereby (other than the Senior
Subordinated Notes Refinancing) (except to the extent amended or waived by the
parties thereto on terms and conditions satisfactory to the Agents and the
Required Lenders), and there shall not be any amendments or modifications to the
Senior Subordinated Note Documents or any other Existing Indebtedness Agreements
other than as requested or approved by the Agents or the Required Lenders.

          (d)     The Administrative Agent shall have received evidence in form,
scope and substance reasonably satisfactory to the Agents and the Required
Lenders that the matters set forth in this Section 5.08 have been satisfied on
the Initial Borrowing Date.

          5.09    Security Documents; etc. (a) On the Initial Borrowing Date,
each of the Credit Parties shall have duly authorized, executed and delivered a
Pledge Agreement in the

<PAGE>

form of Exhibit G (as amended, restated, modified and/or supplemented from time
to time in accordance with the terms thereof and hereof, the "U.S. Pledge
Agreement") and shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the certificated Pledge Agreement Collateral referred to
therein then owned by such Credit Parties and required to be pledged pursuant to
the terms thereof, endorsed in blank in the case of promissory notes or
accompanied by executed and undated transfer powers in the case of certificated
Equity Interests, along with evidence that all other actions necessary or, in
the reasonable opinion of the Collateral Agent, desirable, to perfect the
security interests purported to be created by the U.S. Pledge Agreement have
been taken, and the U.S. Pledge Agreement shall be in full force and effect.

          (b)     On the Initial Borrowing Date, each of the Credit Parties
shall have duly authorized, executed and delivered a Security Agreement in the
form of Exhibit H (as amended, restated, modified and/or supplemented from time
to time in accordance with the terms thereof and hereof, the "Security
Agreement") covering all of the Security Agreement Collateral, together with:

          (i)     executed copies of financing statements (Form UCC-1 and PPSA
     Form 1-C) or appropriate local equivalent in appropriate form for filing
     under the UCC, the PPSA or appropriate local equivalent of each
     jurisdiction as may be necessary or, in the reasonable opinion of the
     Collateral Agent, desirable to perfect the security interests purported to
     be created by the Security Agreement;

          (ii)    certified copies of Requests for Information or Copies (Form
     UCC-11), or equivalent reports, each of a recent date listing all effective
     financing statements that name the Borrower or any of its Subsidiaries as
     debtor and that are filed in (I) the jurisdictions referred to in clause
     (i) above and (II) the jurisdictions where financing statements would have
     been filed with respect to the Borrower and its Subsidiaries as debtors
     pursuant to the UCC as in effect prior to July 1, 2001, in each case
     together with copies of such financing statements (none of which shall
     cover the Collateral except (x) those with respect to which appropriate
     termination statements executed by the secured lender thereunder have been
     delivered to the Administrative Agent and (y) to the extent evidencing
     Permitted Liens);

          (iii)   evidence of the completion of all other recordings and filings
     of, or with respect to, the Security Agreement as may be necessary or, in
     the reasonable opinion of the Collateral Agent, desirable, to perfect the
     security interests purported to be created by the Security Agreement; and

          (iv)    evidence that all other actions necessary or, in the
     reasonable opinion of the Collateral Agent, desirable, to perfect the
     security interests purported to be created by the Security Agreement have
     been taken;

and the Security Agreement shall be in full force and effect.

          5.10    Subsidiaries Guaranty. On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered a
Subsidiaries Guaranty in the form of Exhibit I (as amended, restated, modified
and/or supplemented from time to time in

<PAGE>

accordance with the terms thereof and hereof, the "Subsidiaries Guaranty"), and
the Subsidiaries Guaranty shall be in full force and effect.

          5.11    Employee Benefit Plans; Shareholders' Agreements; Management
Agreements; Employment Agreements; Collective Bargaining Agreements; Existing
Indebtedness Agreements; Material Contracts; Tax Allocation Agreements. On or
prior to the Initial Borrowing Date, there shall have been delivered to the
Administrative Agent true and correct copies, certified as true and complete by
an appropriate officer of the Borrower of the following documents (in each case,
except to the extent already delivered or made available for review by the
Administrative Agent on or prior to the Effective Date under, and as defined in,
the Existing Credit Agreement), in each case as same will be in effect on the
Initial Borrowing Date after the consummation of the Transaction:

          (i)     all Plans (and for each Plan that is required to file an
     annual report on Internal Revenue Service Form 5500-series, a copy of the
     most recent such report (including, to the extent required, the related
     financial and actuarial statements and opinions and other supporting
     statements, certifications, schedules and information), and for each Plan
     that is a "single-employer plan," as defined in Section 4001(a)(15) of
     ERISA, the most recently prepared actuarial valuation therefor) and any
     other "employee benefit plans," as defined in Section 3(3) of ERISA, and
     any other material agreements, plans or arrangements, with or for the
     benefit of current or former employees of the Borrower or any of its
     Subsidiaries or any ERISA Affiliate (provided that the foregoing shall
     apply in the case of any Multiemployer Plan, only to the extent that any
     document described therein is in the possession of the Borrower or any
     Subsidiary of the Borrower or any ERISA Affiliate) (collectively, the
     "Employee Benefit Plans");

          (ii)    all agreements (including, without limitation, shareholders'
     agreements, subscription agreements and registration rights agreements)
     entered into by the Borrower or any of its Subsidiaries governing the terms
     and relative rights of its capital stock and any agreements entered into by
     shareholders relating to any such entity with respect to its capital stock
     (collectively, the "Shareholders' Agreements");

          (iii)   all material agreements with members of, or with respect to,
     the management of the Borrower or any of its Subsidiaries (collectively,
     the "Management Agreements");

          (iv)    any material employment agreements entered into by the
     Borrower or any of its Subsidiaries (collectively, the "Employment
     Agreements");

          (v)     all collective bargaining agreements applying or relating to
     any employee of the Borrower or any of its Subsidiaries (collectively, the
     "Collective Bargaining Agreements");

          (vi)    all agreements evidencing or relating to Existing Indebtedness
     of the Borrower or any of its Subsidiaries (collectively, the "Existing
     Indebtedness Agreements");

<PAGE>

          (vii)   all other material contracts and licenses (other than
     certificates of need) of the Borrower and any of its Subsidiaries
     (collectively, the "Material Contracts"); and

          (viii)  any tax sharing or tax allocation agreements entered into by
     the Borrower or any of its Subsidiaries (collectively, the "Tax Allocation
     Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Existing
Indebtedness Agreements, Material Contracts and Tax Allocation Agreements shall
be in form and substance satisfactory to the Agents and the Required Lenders and
shall be in full force and effect on the Initial Borrowing Date.

          5.12    Solvency Certificate; Insurance Certificates. On or before the
Initial Borrowing Date, the Administrative Agent shall have received:

          (a)     a solvency certificate in the form of Exhibit J from the chief
     financial officer of the Borrower, dated the Initial Borrowing Date, and
     supporting the conclusion that, after giving effect to the Transaction and
     the incurrence of all financings contemplated herein, the Borrower (on a
     stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated
     basis), in each case, are not insolvent and will not be rendered insolvent
     by the indebtedness incurred in connection herewith, will not be left with
     unreasonably small capital with which to engage in its or their respective
     businesses and will not have incurred debts beyond its or their ability to
     pay such debts as they mature and become due; and

          (b)     evidence of insurance complying with the requirements of
     Section 8.03 for the business and properties of the Borrower and its
     Subsidiaries, in scope, form and substance reasonably satisfactory to the
     Agents and the Required Lenders and naming the Collateral Agent as an
     additional insured and/or loss payee, and stating that such insurance shall
     not be canceled or revised without at least 30 days' prior written notice
     by the insurer to the Collateral Agent.

          5.13    Financial Statements; Projections. (a) On or prior to the
Initial Borrowing Date, there shall have been delivered to the Administrative
Agent (i) true and correct copies of the financial statements referred to in
Section 7.10(b) and (ii) a funds flow statement, which financial statements and
funds flow statement shall be reasonably satisfactory to the Agents and the
Required Lenders.

          (b)     On or prior to the Initial Borrowing Date, there shall have
been delivered to the Administrative Agent detailed projected consolidated
financial statements of the Borrower and its Subsidiaries certified by the chief
financial officer or the chief operating officer of the Borrower for the five
fiscal years ended after the Initial Borrowing Date (the "Projections"), which
Projections (x) shall reflect the forecasted consolidated financial conditions
and income and expenses of the Borrower and its Subsidiaries after giving effect
to the Transaction and the related financing thereof and the other transactions
contemplated hereby and (y) shall be reasonably satisfactory in form and
substance to the Agents and the Required Lenders.

<PAGE>

          5.14    Payment of Fees. On the Initial Borrowing Date, all costs,
fees and expenses, and all other compensation due to the Agents or the Lenders
(including, without limitation, legal fees and expenses) shall have been paid to
the extent due.

          SECTION 6A. Conditions Precedent to All Credit Events (other than
Loans Made on the Redemption Date to Finance the Senior Subordinated Notes
Refinancing). The obligation of each Lender to make Loans (including Loans made
on the Initial Borrowing Date but excluding (x) Loans made on the Redemption
Date to finance the Senior Subordinated Notes Refinancing and (y) Mandatory
Borrowings made after the Initial Borrowing Date, which shall be made as
provided in Section 1.01(d)), and the obligation of a Letter of Credit Issuer to
issue any Letter of Credit, is subject, at the time of each such Credit Event
(except as hereinafter indicated), to the satisfaction of the following
conditions:

          6A.01   No Default; Representations and Warranties. At the time of
each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein or in any other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

          6A.02   Notice of Borrowing; Letter of Credit Request. (a) Prior to
the making of each Loan (excluding Swingline Loans and Mandatory Borrowings),
the Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a). Prior to the making of any Swingline Loan,
DBTCA shall have received the notice required by Section 1.03(b)(i).

          6A.03   Regulation U. If at any time any Margin Stock is pledged or
required to be pledged pursuant to any Security Document, all actions required
to be taken pursuant to Section 8.17 shall have been taken to the reasonable
satisfaction of the Administrative Agent.

          (b)     Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Letter of Credit Issuer shall have
received a Letter of Credit Request meeting the requirements of Section 2.02(a).

<PAGE>

          SECTION 6B. Special Condition Precedent to Incurrence of Revolving
Loans and Swingline Loans. The obligation of each RL Lender to make Revolving
Loans (excluding (i) Revolving Loans (if any) made on the Redemption Date to
finance the Senior Subordinated Notes Refinancing and (ii) Mandatory Borrowings
made after the Initial Borrowing Date, which shall be made as provided in
Sections 1.01(d)) and the Swingline Lender to make Swingline Loans (excluding
Swingline Loans (if any) made on the Redemption Date to finance the Senior
Subordinated Notes Refinancing) is subject, at the time of each such making of a
Revolving Loan or Swingline Loan (except as hereinafter indicated), to the
satisfaction of the following condition:

          6B.01   Limitation on Cash on Hand. The aggregate amount of cash and
Cash Equivalents owned or held by the Borrower and its Subsidiaries (determined
after giving pro forma effect to the making of each such Revolving Loan and/or
Swingline Loan and the application of proceeds therefrom and from any other cash
and Cash Equivalents on hand (to the extent such proceeds and/or other cash and
Cash Equivalents are actually utilized by the Borrower and/or any other
Subsidiary of the Borrower on the date of the incurrence of the respective such
Revolving Loan and/or Swingline Loan for a permitted purpose under this
Agreement other than an investment in Cash Equivalents)) shall not exceed
$10,000,000 (for purposes of cash or Cash Equivalents denominated in a currency
other than U.S. Dollars, taking the U.S. Dollar Equivalent of such cash and Cash
Equivalents as determined on the date of the incurrence of the respective
Revolving Loan and/or Swingline Loan).

          SECTION 6C. Special Condition Precedent to Incurrence of Loans on the
Redemption Date. The obligation of each Lender to make Loans on the Redemption
Date to finance the Senior Subordinated Note Refinancing, is subject to the
satisfaction of the following condition:

          6C.01   No Payment or Bankruptcy Default or Event of Default. On the
Redemption Date, there shall exist no Default under Section 10.01 or 10.05 and
no Event of Default under Section 10.01 or 10.05.

          The occurrence of the Initial Borrowing Date and the acceptance of the
benefits or proceeds of each Credit Event shall constitute a representation and
warranty by the Borrower to each Agent and each of the Lenders that all the
conditions specified in Section 5 and in this Section 6 and applicable to such
Credit Event (other than such conditions that are subject to the satisfaction of
the Agents and/or the Required Lenders) exist as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance satisfactory to the Lenders.

          SECTION 7. Representations and Warranties. In order to induce the
Lenders to enter into this Agreement and to make the Loans and issue and/or
participate in the Letters of Credit provided for herein, the Borrower makes the
following representations and warranties to the Lenders, in each case after
giving effect to the Transaction, all of which shall survive the execution and
delivery of this Agreement, the making of the Loans and the issuance of the

<PAGE>

Letters of Credit (with the occurrence of the Initial Borrowing Date and each
Credit Event on and after the Initial Borrowing Date (other than the incurrence
of Loans on the Redemption Date to finance the Senior Subordinated Notes
Refinancing) being deemed to constitute a representation and warranty by the
Borrower that the matters specified in this Section 7 are true and correct in
all material respects on and as of the Initial Borrowing Date and the date of
each such Credit Event, unless stated to relate to a specific earlier date in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date):

          7.01    Company Status. Each of the Borrower and each of its
Subsidiaries (i) is a duly organized and validly existing Company in good
standing under the laws of the jurisdiction of its organization, (ii) has the
Company power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified and where the failure to
be so qualified would have a Material Adverse Effect.

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

          7.03    No Violation. Neither the execution, delivery or performance
by any Credit Party of the Documents to which it is a party, nor compliance by
any Credit Party with the terms and provisions thereof, nor the consummation of
the transactions contemplated herein or therein, (i) will contravene any
material provision of any applicable law, statute, rule or regulation, or any
order, writ, injunction or decree of any court or governmental instrumentality,
(ii) will conflict or be inconsistent with or result in any breach of, any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or (other than pursuant to the Security Documents) result in the creation
or imposition of (or the obligation to create or impose) any Lien upon any of
the property or assets of such Credit Party or any of its Subsidiaries pursuant
to the terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement or any other material agreement or instrument to which such Credit
Party or any of its Subsidiaries is a party or by which it or any of its
property or assets are bound or to which such Credit Party and any of its
Subsidiaries may be subject (including, without limitation, the Existing
Indebtedness Agreements, the Senior Subordinated Notes Indenture and, on and
after the execution and delivery thereof, the Permitted Senior Subordinated
Notes Indenture) or (iii) will violate any provision of the certificate of
incorporation, by-laws, certificate of partnership, partnership agreement,
certificate of limited liability company, limited liability company agreement or
equivalent organizational document, as the case may be, of such Credit Party or
any of its Subsidiaries.

<PAGE>

          7.04    Litigation. There are no actions, suits, proceedings or
investigations pending or, to the best knowledge of the Borrower, threatened (i)
with respect to any Credit Document, (ii) with respect to the Transaction or any
other Document, or (iii) with respect to the Borrower or any of its Subsidiaries
(x) that has had, or could reasonably be expected to have, a Material Adverse
Effect or (y) that has had, or could reasonably be expected to have, a material
adverse effect on the rights or remedies of the Agents or the Lenders or on the
ability of any Credit Party to perform its respective obligations to the Agents
or the Lenders hereunder and under the other Credit Documents to which it is, or
will be, a party. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
occurrence of any Credit Event.

          7.05    Use of Proceeds; Margin Regulations. (a) The proceeds of the
Term Loans shall be utilized by the Borrower (i) on the Initial Borrowing Date
solely to (x) finance the Bank Refinancing and (y) pay fees and expenses (not to
exceed $5.0 million) incurred in connection with the Transaction and (ii) on the
Redemption Date solely to finance the Senior Subordinated Notes Refinancing.

          (b)     The proceeds of all Revolving Loans and Swingline Loans shall
be utilized by the Borrower for the general corporate and working capital
purposes of the Borrower and its Subsidiaries (including, but not limited to,
Permitted Acquisitions but excluding payments in connection with the
Transaction); provided however that up to $5.0 million of Revolving Loans may be
incurred on the Redemption Date to finance the Senior Subordinated Notes
Refinancing.

          (c)     Except as otherwise permitted by Sections 9.06(ii), (vi) and
(vii), no part of any Credit Event (or the proceeds thereof) will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan, nor the
use of the proceeds thereof, nor the occurrence of any other Credit Event, will
violate or be inconsistent with the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.

          (d)     At the time of each Credit Event, not more than 25% of the
value of the assets of the Borrower and its Subsidiaries taken as a whole
(including all capital stock of the Borrower held in treasury) will constitute
Margin Stock.

          7.06    Governmental Approvals. Except as may have been obtained or
made on or prior to the Initial Borrowing Date (and which remain in full force
and effect on the Initial Borrowing Date), no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery and performance of any Document or
(ii) the legality, validity, binding effect or enforceability of any Document.

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

<PAGE>

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

          7.09    True and Complete Disclosure. All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrower or any of its Subsidiaries in writing to any Agent or any Lender
(including, without limitation, all information contained in the Documents) for
purposes of or in connection with this Agreement or any transaction contemplated
herein or therein is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of any such Persons in writing to any Agent
or any Lender will be, true and accurate in all material respects on the date as
of which such information is dated or certified and not incomplete by omitting
to state any material fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided, it being understood and agreed that for purposes of
this Section 7.09, such factual information shall not include the Projections or
any pro forma financial information.

          7.10    Financial Condition; Financial Statements. (a) On and as of
the Initial Borrowing Date, on a pro forma basis after giving effect to the
Transaction (including the Senior Subordinated Notes Refinancing as if same had
been consummated on such date) and to all Indebtedness (including the Loans)
incurred, and to be incurred, and Liens created, and to be created, by each
Credit Party in connection therewith, with respect to the Borrower (on a
stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated
basis), (x) the sum of the assets, at a fair valuation, of the Borrower (on a
stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated
basis) will exceed its or their debts, (y) it has or they have not incurred nor
intended to, nor believes or believe that it or they will, incur debts beyond
its or their ability to pay such debts as such debts mature and (z) it or they
will have sufficient capital with which to conduct its or their business. For
purposes of this Section 7.10, "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured. The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

          (b)     (i) The audited consolidated balance sheet of the Borrower and
its Subsidiaries at December 29, 2000, December 28, 2001 and December 27, 2002
and the related consolidated statements of income and cash flows and changes in
shareholders' equity of the Borrower and its Subsidiaries for the fiscal years
of the Borrower ended on such dates, in each case furnished to the Lenders prior
to the Initial Borrowing Date, present fairly in all material respects the
consolidated financial position of the Borrower and its Subsidiaries at the date
of said financial statements and the results for the respective periods covered
thereby and (ii) the unaudited consolidated balance sheet of the Borrower and
its Subsidiaries at April 4, 2003 and the related consolidated statements of
income and cash flows and changes in shareholders'

<PAGE>

equity of the Borrower and its Subsidiaries for the fiscal quarter of the
Borrower ended on such date, furnished to the Lenders prior to the Initial
Borrowing Date present fairly in all material respects the consolidated
financial condition of the Borrower and its Subsidiaries at the date of said
financial statements, subject to normal year-end adjustments. All such financial
statements have been prepared in accordance with GAAP consistently applied
except to the extent provided in the notes to said financial statements and
subject, in the case of the unaudited financial statements for the fiscal
quarter ended April 4, 2003, to normal year-end audit adjustments (all of which
are of a recurring nature and none of which, individually or in the aggregate,
would be material) and the absence of footnotes.

          (c)     Since December 27, 2002 (but after giving effect to the
Transaction as if same had occurred prior thereto), nothing has occurred that
has had or could reasonably be expected to have a Material Adverse Effect.

          (d)     Except as fully reflected in the financial statements
described in Section 7.10(b) and the Indebtedness incurred under this Agreement
(i) as of the Initial Borrowing Date (and after giving effect to any Loans made
on such date), there were no liabilities or obligations (excluding current
obligations incurred in the ordinary course of business) with respect to the
Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether or not due) which, either
individually or in the aggregate, could reasonably be expected to be material to
the Borrower and its Subsidiaries taken as a whole and (ii) the Borrower does
not know of any basis for the assertion against it or any of its Subsidiaries of
any such liability or obligation which, either individually or in the aggregate,
are or would be reasonably likely to have, a Material Adverse Effect.

          (e)     The Projections have been prepared on a basis consistent with
the financial statements referred to in Section 7.10(b), and have been prepared
in good faith and are based on reasonable assumptions under the then known facts
and circumstances. On the Initial Borrowing Date, the management of the Borrower
believes that the Projections are reasonable and attainable based upon the then
known facts and circumstances (it being understood that nothing contained in
this Section 7.10(e) shall constitute a representation that the results
forecasted in such Projections will in fact be achieved). There is no fact known
to the Borrower or any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect, which has not been disclosed herein or in such
other documents, certificates and statements furnished to the Lenders for use in
connection with the transactions contemplated hereby.

          7.11    Security Interests. On and after the Initial Borrowing Date,
each of the Security Documents creates (or after the execution and delivery
thereof will create), as security for the Obligations, a valid and enforceable
perfected security interest in and Lien on all of the Collateral subject
thereto, superior to and prior to the rights of all third Persons, and subject
to no other Liens (except that (i) the Security Agreement Collateral may be
subject to Permitted Liens relating thereto, (ii) in the case of motor vehicles
and other titled property and deposit accounts constituting Security Agreement
Collateral, such Collateral may be subject to such exceptions to the perfection
requirements as are specifically set forth in the Security Agreement, (iii) the
Pledge Agreement Collateral may be subject to the Liens described in clauses (a)
and (e) of Section 9.03 and (iv) in the case of any Security Agreement
Collateral acquired after the Initial Borrowing Date, the foregoing
representation as to the perfection, superiority and priority of the

<PAGE>

security interest in such after-acquired Security Agreement Collateral, shall
not be made hereunder until the time limit specified in Section 2.1 of the
Security Agreement for the filing of UCC-1 financing statements covering such
Security Agreement Collateral has lapsed), in favor of the Collateral Agent. No
filings or recordings are required in order to perfect and/or render enforceable
as against third parties the security interests created under any Security
Document except for (x) filings or recordings required in connection with any
such Security Document which shall have been made on or prior to the Initial
Borrowing Date as contemplated by Section 5.09 or on or prior to the execution
and delivery thereof as contemplated by Sections 8.11, 8.12 and 9.15 (or, in the
case of filings or recordings required pursuant to the Security Agreement in
respect of Security Agreement Collateral acquired after the Initial Borrowing
Date, on or prior to such later date as shall be specified for such filing
pursuant to Section 2.1 of the Security Agreement) and (y) filings or recordings
required to perfect the security interest in motor vehicles or other titled
property.

          7.12    Compliance with ERISA. (a) Part A of Schedule V sets forth
each Plan and each Multiemployer Plan; except as set forth in Part B of Schedule
V, each Plan (and each related trust, insurance contract or fund) is in
substantial compliance with its terms and with all applicable laws, including
without limitation ERISA and the Code; except as set forth in Part C of Schedule
V, each Plan (and each related trust, if any) which is intended to be qualified
under Section 401(a) of the Code has received a determination letter from the
Internal Revenue Service to the effect that it meets the requirements of
Sections 401(a) and 501(a) of the Code or the Borrower has applied for a
determination letter within the appropriate timeframe; no Reportable Event has
occurred; to the best knowledge of the Borrower after due inquiry, no
Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded
Current Liability; no Plan which is subject to Section 412 of the Code or
Section 302 of ERISA has an accumulated funding deficiency, within the meaning
of such sections of the Code or ERISA, or has applied for or received a waiver
of an accumulated funding deficiency or an extension of any amortization period,
within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA;
all contributions required to be made with respect to a Plan, a Multiemployer
Plan and a Foreign Pension Plan have been timely made by the Borrower and each
Subsidiary of the Borrower; neither the Borrower nor any Subsidiary of the
Borrower has incurred any material liability (including any indirect, contingent
or secondary liability) to or on account of a Plan pursuant to Section 409,
502(i) or 502(l) of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or
expects to incur any such liability under any of the foregoing sections with
respect to any Plan; neither the Borrower nor any Subsidiary of the Borrower nor
any ERISA Affiliate has incurred any material liability (including any indirect,
contingent or secondary liability) to or on account of a Plan pursuant to
Section 4062, 4063, 4064 or 4069 of ERISA or Section 401(a)(29) or 4971 of the
Code or expects to incur any such liability under any of the foregoing sections
with respect to any Plan; to the knowledge of the Borrower and its Subsidiaries,
neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate
has incurred any material liability (including any indirect, contingent or
secondary liability) to or on account of a Multiemployer Plan pursuant to
Section 515, 4201, 4204, or 4212 of ERISA; no condition exists which presents a
material risk to the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate of incurring a liability to or on account of a Plan or, to the best
knowledge of the Borrower after due inquiry, a Multiemployer Plan pursuant to
the foregoing provisions of ERISA and the Code; no proceedings have been
instituted to terminate or appoint a trustee to administer any Plan which is
subject to Title IV of ERISA; except as set forth in Part D of Schedule V, no
action, suit,

<PAGE>

proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims for
benefits) is pending, expected or, to the best knowledge of the Borrower after
due inquiry, threatened; using actuarial assumptions and computation methods
consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of the Borrower and its Subsidiaries and its ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan ended prior
to the date of the most recent Credit Event, would not exceed an amount that
could reasonably be expected to have a Material Adverse Effect; each group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) maintained by the Borrower or any Subsidiary which covers or has covered
employees or former employees of the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate has at all times been operated in compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the
Code; no lien imposed under the Code or ERISA on the assets of the Borrower or
any Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to
arise on account of any Plan; and the Borrower and its Subsidiaries may cease
contributions to or terminate any employee benefit plan maintained by any of
them without incurring any material liability.

          (b)     Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. Neither the
Borrower nor any of its Subsidiaries has incurred any liability in connection
with the termination of or withdrawal from any Foreign Pension Plan that has not
been accrued or otherwise properly reserved on the Borrower's or such
Subsidiary's balance sheet. With respect to each Foreign Pension Plan that is
required by applicable local law or by its terms to be funded through a separate
funding vehicle, the present value of the accrued benefit liabilities (whether
or not vested) under each such Foreign Pension Plan, determined as of the latest
valuation date for such Foreign Pension Plan on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Foreign Pension Plan allocable to such benefit liabilities by
an amount which, when added to the aggregate amount of the accrued benefit
liabilities with respect to all other Foreign Pension Plans, could reasonably be
expected to have a Material Adverse Effect.

          7.13    Capitalization. On the Initial Borrowing Date, the authorized
capital stock of the Borrower shall consist of (i) 150,000,000 shares of common
stock, $.01 par value per share (such authorized shares of common stock,
together with any subsequently authorized shares of common stock of the
Borrower, the "Borrower Common Stock"), 36,978,183 of which shares shall be
issued and outstanding and (ii) 50,000,000 shares of Preferred Stock, $.01 par
value per share, none of which shares shall be issued and outstanding. All such
outstanding shares have been duly and validly issued, are fully paid and
nonassessable and have been issued free of preemptive rights. As of the Initial
Borrowing Date, except as set forth on Schedule X hereto, the Borrower does not
have outstanding any securities convertible into or exchangeable for its capital
stock or outstanding any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock.

<PAGE>

          7.14    Subsidiaries. On and as of the Initial Borrowing Date, the
Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule
VII. Schedule VII correctly sets forth, as of the Initial Borrowing Date, the
percentage ownership (direct and indirect) of the Borrower in each class of
capital stock or other equity interests of each of its Subsidiaries and also
identifies the direct owner thereof. All outstanding shares of capital stock of
each Subsidiary of the Borrower have been duly and validly issued, are fully
paid and non-assessable and have been issued free of preemptive rights. No
Subsidiary of the Borrower has outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any right to subscribe for or
to purchase, or any options or warrants for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

          7.15    Intellectual Property, etc. Each of the Borrower and each of
its Subsidiaries owns or has a valid existing license to use all patents,
trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and other rights with respect to the foregoing reasonably necessary
for the conduct of its business, without any known conflict with the rights of
others which, or the failure to obtain which, as the case may be, would result
in a Material Adverse Effect.

          7.16    Compliance with Statutes, etc. Each of the Borrower and each
of its Subsidiaries is in compliance with all applicable statutes, regulations,
rules and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliance as is not
reasonably likely to, individually or in the aggregate, have a Material Adverse
Effect.

          7.17    Environmental Matters. (a) Each of the Borrower and its
Subsidiaries has complied with, and on the date of each Credit Event is in
material compliance with, all applicable Environmental Laws and the requirements
of any permits issued under such Environmental Laws and neither the Borrower nor
any of its Subsidiaries is liable for any material penalties, fines or
forfeitures for failure to comply with any of the foregoing. There are no
pending or past or, to the best knowledge of the Borrower after due inquiry,
threatened Environmental Claims against the Borrower or any of its Subsidiaries,
or against any Real Property owned or operated by the Borrower or any of its
Subsidiaries. There are no facts, circumstances, conditions or occurrences with
respect to the business or operations of the Borrower or any of its Subsidiaries
or any Real Property at any time owned or operated by the Borrower or any of its
Subsidiaries or any property adjoining or in the vicinity of any such Real
Property that would reasonably be expected (i) to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or any such
Real Property or (ii) to cause any such Real Property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real
Property by the Borrower or any of its Subsidiaries under any applicable
Environmental Law.

          (b)     Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported by the Borrower or any of its Subsidiaries
or by any Person acting for or under contract to the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, by any other Person, to or
from any Real Property owned or operated by the Borrower or any of its
Subsidiaries except in material compliance with all applicable Environmental
Laws and as

<PAGE>

reasonably required in connection with the operation, use and maintenance of
such Real Property or by the Borrower's or such Subsidiary's business. Hazardous
Materials have not at any time been Released by the Borrower or any of its
Subsidiaries or by any Person acting for or under contract to the Borrower or
any of its Subsidiaries or, to the knowledge of the Borrower, by any other
Person on or from any Real Property owned or operated by the Borrower or any of
its Subsidiaries, except in compliance with all applicable Environmental Laws
and as reasonably required in connection with the operation, use and maintenance
of such Real Property or by the Borrower's or such Subsidiary's business. Except
as set forth on Schedule XI, there are not now any underground storage tanks
located on any Real Property owned or operated by the Borrower or any of its
Subsidiaries.

          (c)     Notwithstanding anything to the contrary in this Section 7.17,
the representations made in this Section 7.17 shall only be untrue if the
aggregate effect of all conditions, failures, noncompliances, Environmental
Claims, Releases and presence of underground storage tanks, in each case of the
types described above, would reasonably be expected to have a Material Adverse
Effect.

          7.18    Properties. All Real Property owned by the Borrower or any of
its Subsidiaries and all material Leaseholds leased by the Borrower or any of
its Subsidiaries, in each case as of the Initial Borrowing Date, and the nature
of the interest therein, is correctly set forth in Schedule III. Each of the
Borrower and each of its Subsidiaries has good and marketable title to, or a
validly subsisting leasehold interest in, all material properties owned or
leased by it, including all Real Property reflected in Schedule III and in the
financial statements referred to in Section 7.10(b) (except such properties sold
in the ordinary course of business since the dates of the respective financial
statements referred to therein), free and clear of all Liens, other than
Permitted Liens.

          7.19    Labor Relations. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect. There is (i) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or,
to the best knowledge of the Borrower and its Subsidiaries, threatened against
any of them, before the National Labor Relations Board, and no grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against the Borrower or any of its Subsidiaries or, to
the best knowledge of the Borrower and its Subsidiaries, threatened against any
of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the
Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower
and its Subsidiaries, threatened against the Borrower or any of its Subsidiaries
and (iii) no union representation question existing with respect to the
employees of the Borrower or any of its Subsidiaries and, to the best knowledge
of the Borrower and its Subsidiaries, no union organizing activities are taking
place, except (with respect to any matter specified in clause (i), (ii) or (iii)
above, either individually or in the aggregate) such as is not reasonably likely
to have a Material Adverse Effect.

          7.20    Tax Returns and Payments. Each of the Borrower and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, except for
those contested in good faith and fully provided for on the

<PAGE>

financial statements of the Borrower and its Subsidiaries in accordance with
generally accepted accounting principles. Each of the Borrower and each of its
Subsidiaries has provided adequate reserves (in the good faith judgment of the
management of the Borrower) for the payment of all federal, state and foreign
income taxes which have not yet become due. There is no material action, suit,
proceeding, investigation, audit, or claim now pending or, to the knowledge of
the Borrower or any of its Subsidiaries, threatened by any authority regarding
any taxes relating to the Borrower or any of its Subsidiaries. Neither the
Borrower nor any of its Subsidiaries has entered into an agreement or waiver or
been requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations, in each case except to the extent the liability for taxes of the
Borrower or such Subsidiary giving rise to any extension of any such normally
applicable statute of limitation is not material.

          7.21    Existing Indebtedness. Schedule IV sets forth a true and
complete list of all Scheduled Existing Indebtedness of the Borrower and its
Subsidiaries as of the Initial Borrowing Date after giving effect to the
Transaction (other than the Senior Subordinated Notes Refinancing), in each case
showing the aggregate principal amount thereof and the name of the respective
borrower and any other entity which directly or indirectly guaranteed such debt.

          7.22    Insurance. Set forth on Schedule VIII hereto is a true,
correct and complete summary of all insurance carried by each Credit Party on
and as of the Initial Borrowing Date, with the amounts insured set forth
therein.

          7.23    Representations and Warranties in Other Documents. All
representations and warranties set forth in the other Documents were true and
correct in all material respects at the time as of which such representations
and warranties were made (or deemed made) and shall be true and correct in all
material respects as of the Initial Borrowing Date as if such representations or
warranties were made on and as of such date, unless stated to relate to a
specific earlier date, in which case such representations or warranties shall be
true and correct in all material respects as of such earlier date.

          7.24    Subordination. The subordination provisions contained in the
Senior Subordinated Notes Documents and, on and after the execution and delivery
thereof, each of the agreements or instruments relating to the Shareholder
Subordinated Notes, Permitted Subordinated Indebtedness and the Permitted Senior
Subordinated Notes, are enforceable against the Borrower, the Subsidiary
Guarantors and the holders of such Indebtedness, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law), and all Obligations hereunder and all obligations of the
Credit Parties under the other Credit Documents (including without limitation,
the Subsidiaries Guaranty) are within the definitions of "Senior Debt" (or
"Guarantor Senior Debt" in the case of the obligations of any Subsidiary
Guarantor) and "Designated Senior Debt" included in such subordination
provisions.

<PAGE>

          SECTION 8. Affirmative Covenants. The Borrower hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Total Commitment has terminated, no Letters
of Credit or Notes are outstanding and the Loans and Unpaid Drawings, together
with interest, Fees and all other Obligations (other than any indemnities
described in Section 13.13 which are not then due and payable) incurred
hereunder, are paid in full:

          8.01    Information Covenants. The Borrower will furnish to each
Lender:

          (a)     Monthly Reports. Within 60 days after the end of each fiscal
     month of the Borrower, (i) the consolidated balance sheet of the Borrower
     and its Subsidiaries as at the end of such fiscal month and the related
     consolidated statements of income for such fiscal month and for the elapsed
     portion of the fiscal year ended with the last day of such fiscal month, in
     each case (x) without giving effect to any Permitted Acquisition
     consummated in the 60-day period prior to the end of such fiscal month and
     (y) setting forth comparative figures for the corresponding fiscal month in
     the prior fiscal year and comparable budgeted figures for such fiscal month
     as set forth in the respective budget delivered pursuant to Section 8.01(d)
     and (ii) the consolidated statements of income for such fiscal month for
     each Acquired Business acquired during the 60-day period prior to the end
     of such fiscal month, all of which shall be certified by the chief
     financial officer or other Authorized Officer of the Borrower, subject to
     normal year-end audit adjustments and the absence of footnotes.

          (b)     Quarterly Financial Statements. Within 45 days after the close
     of the first three quarterly accounting periods in each fiscal year of the
     Borrower, (i) the consolidated balance sheet of the Borrower and its
     Subsidiaries as at the end of such quarterly accounting period and the
     related consolidated statements of income and retained earnings and of cash
     flows for such quarterly accounting period and for the elapsed portion of
     the fiscal year ended with the last day of such quarterly accounting period
     and the budgeted figures for such quarterly period as set forth in the
     respective budget delivered pursuant to Section 8.01(d) and (ii)
     management's discussion and analysis of significant operational and
     financial developments during such quarterly period, all of which shall be
     in reasonable detail and certified by the chief financial officer or other
     Authorized Officer of the Borrower that they fairly present in all material
     respects the financial condition of the Borrower and its Subsidiaries as of
     the dates indicated and the results of their operations and changes in
     their cash flows for the periods indicated, subject to normal year-end
     audit adjustments and the absence of footnotes. If the Borrower has
     designated any Unrestricted Subsidiaries hereunder, then the quarterly
     financial information required by this Section 8.01(b) shall include a
     reasonably detailed presentation, either on the face of the financial
     statements or in the footnotes thereto, and in management's discussion and
     analysis of operational and financial developments, of the financial
     condition and results of operations of the Borrower and its Subsidiaries
     separate from the financial condition and results of operations of the
     Unrestricted Subsidiaries of the Borrower.

          (c)     Annual Financial Statements. Within 90 days after the close of
     each fiscal year of the Borrower, the consolidated balance sheet of the
     Borrower and its Subsidiaries

<PAGE>

     as at the end of such fiscal year and the related consolidated statements
     of income and retained earnings and of cash flows for such fiscal year and
     setting forth comparative consolidated figures for the preceding fiscal
     year and comparable budgeted figures for such fiscal year as set forth in
     the respective budget delivered pursuant to Section 8.01(d) and (except for
     such comparable budgeted figures) certified by PriceWaterhouseCoopers LLC
     or such other independent certified public accountants of recognized
     national standing as shall be reasonably acceptable to the Administrative
     Agent, in each case to the effect that such statements fairly present in
     all material respects the financial condition of the Borrower and its
     Subsidiaries as of the dates indicated and the results of their operations
     and changes in financial position for the periods indicated in conformity
     with GAAP applied on a basis consistent with prior years, together with a
     certificate of such accounting firm stating that in the course of its
     regular audit of the business of the Borrower and its Subsidiaries, which
     audit was conducted in accordance with generally accepted auditing
     standards, no Default or Event of Default which has occurred and is
     continuing has come to their attention or, if such a Default or an Event of
     Default has come to their attention, a statement as to the nature thereof.
     If the Borrower has designated any Unrestricted Subsidiaries hereunder,
     then the annual financial information required by this Section 8.01(c)
     shall include a reasonably detailed presentation, either on the face of the
     financial statements or in the footnotes thereto, and in management's
     discussion and analysis of operational and financial developments, of the
     financial condition and results of operations of the Borrower and its
     Subsidiaries separate from the financial condition and results of
     operations of the Unrestricted Subsidiaries of the Borrower.

          (d)     Budgets, etc. Not more than 60 days after the commencement of
     each fiscal year of the Borrower, consolidated budgets of the Borrower and
     its Subsidiaries (x) in reasonable detail for each of the four fiscal
     quarters of such fiscal year and (y) in summary form for each of the five
     fiscal years immediately following such fiscal year, in each case as
     customarily prepared by management for its internal use setting forth, with
     appropriate discussion, the principal assumptions upon which such budgets
     are based. Together with each delivery of financial statements pursuant to
     Sections 8.01(b) and (c), a comparison of the current year to date
     financial results against the budgets required to be submitted pursuant to
     this clause (d) shall be presented.

          (e)     Officer's Certificates. At the time of the delivery of the
     financial statements provided for in Sections 8.01(b) and (c), a
     certificate of the chief financial officer or other Authorized Officer of
     the Borrower to the effect that, to the best of such officer's knowledge,
     no Default or Event of Default exists or, if any Default or Event of
     Default does exist, specifying the nature and extent thereof, which
     certificate shall, (I) if delivered in connection with the financial
     statements in respect of a period ending on the last day of a fiscal
     quarter or fiscal year of the Borrower, set forth (x) the calculations
     required to establish whether the Borrower and its Subsidiaries were in
     compliance with the provisions of Sections 3.03, 4.02, 9.02, 9.04(d), (f),
     (i), (j), (k) and (m), 9.05(a), (f), (g), (k), (o) and (q), 9.09, 9.10 and
     9.11 as at the end of such fiscal quarter or year, as the case may be, and
     (y) the calculation of the Total Leverage Ratio, the Adjusted Total
     Leverage Ratio and the Adjusted Senior Leverage Ratio as at the last day of
     the respective fiscal quarter or fiscal year of the Borrower, as the case
     may be and (II) if delivered with the

<PAGE>

     financial statements required by Section 8.01(c), set forth in reasonable
     detail the amount of (and the calculations required to establish the amount
     of) Adjusted Excess Cash Flow for the respective Excess Cash Flow Payment
     Period.

          (f)     Notice of Default or Litigation. Promptly, and in any event
     within three Business Days after an executive officer of the Borrower or
     any of its Subsidiaries obtains actual knowledge thereof, notice of (i) the
     occurrence of any event which constitutes a Default or an Event of Default,
     which notice shall specify the nature and period of existence thereof and
     what action the Borrower proposes to take with respect thereto, (ii) any
     litigation or proceeding pending or threatened (x) against the Borrower or
     any of its Subsidiaries which has had, or could reasonably be expected to
     have, a Material Adverse Effect, (y) with respect to any material
     Indebtedness of the Borrower or any of its Subsidiaries or (z) with respect
     to any Document (other than such Documents referred to in clause (ix) of
     the definition thereof), (iii) any governmental investigation pending or
     threatened against the Borrower or any of its Subsidiaries and (iv) any
     other event which has had, or could reasonably be expected to have, a
     Material Adverse Effect.

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

          (h)     Environmental Matters. Promptly after an executive officer of
     the Borrower or any of its Subsidiaries obtains actual knowledge of any of
     the following (but only to the extent that any of the following, either
     individually or in the aggregate, could reasonably be expected to (x) have
     a Material Adverse Effect or (y) result in a remedial cost to the Borrower
     or any of its Subsidiaries in excess of $1,000,000, written notice of:

                  (i)   any pending or threatened Environmental Claim against
          the Borrower or any of its Subsidiaries or any Real Property owned or
          operated by the Borrower or any of its Subsidiaries;

                  (ii)  any condition or occurrence on any Real Property at any
          time owned or operated by the Borrower or any of its Subsidiaries that
          (x) results in noncompliance by the Borrower or any of its
          Subsidiaries with any applicable Environmental Law or (y) could
          reasonably be anticipated to form the basis of an Environmental Claim
          against the Borrower or any of its Subsidiaries or any such Real
          Property;

                  (iii) any condition or occurrence on any Real Property owned
          or operated by the Borrower or any of its Subsidiaries that could
          reasonably be anticipated to cause such Real Property to be subject to
          any restrictions on the ownership, occupancy, use or transferability
          by the Borrower or such Subsidiary, as the case may be, of its
          interest in such Real Property under any Environmental Law; and

<PAGE>

                  (iv)  the taking of any removal or remedial action in response
          to the actual or alleged presence of any Hazardous Material on any
          Real Property owned or operated by the Borrower or any of its
          Subsidiaries.

          All such notices shall describe in reasonable detail the nature of the
          claim, investigation, condition, occurrence or removal or remedial
          action and the Borrower's response or proposed response thereto. In
          addition, the Borrower agrees to provide the Lenders with copies of
          all material communications by the Borrower or any of its Subsidiaries
          with any Person, government or governmental agency relating to
          Environmental Laws or to any of the matters set forth in clauses
          (i)-(iv) above, and such reasonably detailed reports relating to any
          of the matters set forth in clauses (i)-(iv) above as may reasonably
          be requested by the Administrative Agent or the Required Lenders.

                  (i)   Annual Meetings with Lenders. At the written request of
          the Administrative Agent, the Borrower shall within 120 days after the
          close of each of its fiscal years, hold a meeting (at a mutually
          agreeable location and time) open to all of the Lenders at which
          meeting shall be reviewed the financial results of the previous fiscal
          year and the financial condition of the Borrower and its Subsidiaries
          and the budgets presented for the current fiscal year of the Borrower
          and its Subsidiaries.

                  (j)   Notice of Commitment Reductions and Mandatory
          Repayments. On or prior to the date of any reduction to the Total
          Revolving Loan Commitment or Total Term Loan Commitment or any
          mandatory repayment of outstanding Term Loans pursuant to any of
          Sections 4.02(c) through (f), inclusive, the Borrower shall provide
          written notice of the amount of the respective reduction or repayment,
          as the case may be, to the Total Revolving Loan Commitment, the Total
          Term Loan Commitment or the outstanding Term Loans, as applicable, and
          the calculation thereof (in reasonable detail).

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

          8.02    Books, Records and Inspections. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries in conformity with GAAP and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit, upon reasonable notice to the chief financial officer
or other Authorized Officer of the Borrower, officers and designated
representatives of any Agent or the Required Lenders to visit and inspect under
the guidance of officers of the Borrower any of the properties or assets of the
Borrower and any of its Subsidiaries in whomsoever's possession, and to examine
the books of account of the Borrower and any of its Subsidiaries and discuss the

<PAGE>

affairs, finances and accounts of the Borrower and of any of its Subsidiaries
with, and be advised as to the same by, their officers and independent
accountants, all at such reasonable times and intervals and to such reasonable
extent as such Agent or the Required Lenders may desire, provided that so long
as no Default or Event of Default is then in existence, the Borrower shall have
the right to participate in any discussions of the Agents or the Lenders with
any independent accountants of the Borrower.

          8.03    Insurance. (a) The Borrower will, and will cause each of its
Subsidiaries to (i) maintain, with financially sound and reputable insurance
companies, insurance on all its property in at least such amounts and against at
least such risks as is consistent with the past practices of the Borrower and
its Subsidiaries (as in effect on the Initial Borrowing Date) and (ii) furnish
to the Administrative Agent and each of the Lenders, upon request, full
information as to the insurance carried. In addition to the requirements of the
immediately preceding sentence, the Borrower will at all times cause insurance
of the types described in Schedule VIII to be maintained (with the same scope of
coverage as that described in Schedule VIII) at levels which are consistent with
its practices as in effect on the Initial Borrowing Date, taking into account
the age and fair market value of equipment. Such insurance shall include
physical damage insurance on all real and personal property (whether now owned
or hereafter acquired) on an all risk basis and business interruption insurance.
The provisions of this Section 8.03 shall be deemed supplemental to, but not
duplicative of, the provisions of any Security Documents that require the
maintenance of insurance.

          (b)     The Borrower will, and will cause each of its Subsidiaries to,
at all times keep the respective property of the Borrower and its Subsidiaries
(except real or personal property leased or financed through third parties in
accordance with this Agreement) insured in favor of the Collateral Agent, and
all policies or certificates with respect to such insurance (and any other
insurance maintained by, or on behalf of, the Borrower or any Subsidiary of the
Borrower) (i) shall be endorsed to the Collateral Agent's satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the
Collateral Agent as certificate holder, mortgagee and loss payee with respect to
real property, certificate holder and loss payee with respect to personal
property, additional insured with respect to general liability and umbrella
liability coverage and certificate holder with respect to workers' compensation
insurance), (ii) shall state that such insurance policies shall not be cancelled
or materially changed without at least 30 days' prior written notice thereof by
the respective insurer to the Collateral Agent and (iii) shall, upon the request
of the Collateral Agent, be deposited with the Collateral Agent.

          (c)     If the Borrower or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 8.03, or if the Borrower
or any of its Subsidiaries shall fail to so name the Collateral Agent as an
additional insured, mortgagee or loss payee, as the case may be, or so deposit
all certificates with respect thereto, the Administrative Agent and/or the
Collateral Agent shall have the right (but shall be under no obligation) to
procure such insurance, and the Credit Parties agree to jointly and severally
reimburse the Administrative Agent or the Collateral Agent, as the case may be,
for all costs and expenses of procuring such insurance.

          8.04    Payment of Taxes. The Borrower will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental

<PAGE>

charges or levies imposed upon it or upon its income or profits, or upon any
material properties belonging to it, prior to the date on which penalties attach
thereto, and all material lawful claims for sums that have become due and
payable which, if unpaid, might become a Lien not otherwise permitted under
Section 9.03(a); provided, that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.

          8.05    Corporate Franchises. The Borrower will do, and will cause
each of its Subsidiaries to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its material
rights, franchises, authority to do business, licenses and patents, except for
rights, franchises, authority to do business, licenses and patents the loss of
which (individually or in the aggregate) could not reasonably be expected to
have a Material Adverse Effect; provided, however, that any transaction
permitted by Section 9.02 will not constitute a breach of this Section 8.05.

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

          8.07    Compliance with Environmental Laws. (a) (i) The Borrower will
comply, and will cause each of its Subsidiaries to comply, in all material
respects with all Environmental Laws applicable to their businesses or the
ownership or use of its Real Property now or hereafter owned or operated by the
Borrower or any of its Subsidiaries, will promptly pay or, with respect to any
of its Subsidiaries, cause to be paid all costs and expenses incurred in
connection with such compliance, and will keep or cause to be kept all such Real
Property free and clear of any Liens imposed pursuant to such Environmental Laws
and (ii) neither the Borrower nor any of its Subsidiaries will generate, use,
treat, store, Release or dispose of, or permit the generation, use, treatment,
storage, release or disposal of, Hazardous Materials on any Real Property owned
or operated by the Borrower or any of its Subsidiaries other than in compliance
with Environmental Laws and as required in connection with the normal business
operations of the Borrower and its Subsidiaries, or transport or permit the
transportation of Hazardous Materials other than in compliance with
Environmental Laws and as required in connection with the normal business
operations of the Borrower and its Subsidiaries, unless the failure to comply
with the requirements specified in clause (i) or (ii) above, either individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. If the Borrower or any of its Subsidiaries or any tenant or occupant of
any Real Property owned or operated by the Borrower or any of its Subsidiaries
causes or permits any intentional or unintentional act or omission resulting in
the presence or Release of any Hazardous Material in a quantity or concentration
sufficient to require reporting or to trigger an obligation to undertake
clean-up, removal or remedial action under applicable Environmental Laws, the
Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants
or occupants to undertake, at their sole expense, any clean up, removal,
remedial or other action required pursuant to Environmental Laws to remove and
clean up any

<PAGE>

Hazardous Materials from any Real Property except where the failure to do so
would not reasonably be expected to have a Material Adverse Effect; provided
that neither the Borrower nor any of its Subsidiaries shall be required to
undertake any clean up, removal, remedial or other action while the requirement
to undertake such clean up, removal, remedial or other action is being contested
in good faith and by proper proceedings so long as it has maintained adequate
reserves with respect to such clean up, removal, remedial or other action to the
extent required in accordance with GAAP. Notwithstanding any provision of this
Section 8.07(a), the Borrower shall not be required by this Section to exercise
any degree of control over the operations of any of its Subsidiaries that could
reasonably be construed under applicable Environmental Law to make the Borrower
liable for Environmental Claims arising from or casually related to the Real
Property or operations of such Subsidiary as an owner or an operator or upon any
other basis.

          (b)     At the written request of the Administrative Agent or the
Required Lenders, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time, the Borrower will provide, at its
sole cost and expense, an environmental site assessment report concerning any
Real Property now or hereafter owned or operated by the Borrower or any of its
Subsidiaries, prepared by an environmental consulting firm approved by the
Administrative Agent, addressing the matters in clause (i), (ii) or (iii) below
which gives rise to such request (or, in the case of a request pursuant to
following clause (i), addressing such matter as may be requested by the
Administrative Agent or the Required Lenders) and estimating the range of the
potential costs of any removal, remedial or other corrective action in
connection with any such matter, provided that in no event shall such request be
made unless (i) an Event of Default has occurred and is continuing, (ii) the
Lenders receive notice under Section 8.01(h) for any event for which notice is
required to be delivered for any such Real Property or (iii) the Administrative
Agent or the Required Lenders reasonably believe that there was a breach of any
representation, warranty or covenant contained in Section 7.17 or 8.07(a). If
the Borrower fails to provide the same within 60 days after such request was
made, the Administrative Agent may order the same, and the Borrower shall grant
and hereby grants, to the Administrative Agent and the Lenders and their agents
access to such Real Property owned or operated by the Borrower or any of its
Subsidiaries, and specifically grants the Administrative Agent and the Lenders
and their agents an irrevocable non-exclusive license, subject to the rights of
tenants, to undertake such an assessment, all at the Borrower's expense.

          8.08    ERISA. As soon as possible and, in any event, within ten
Business Days after the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the Borrower will deliver to each of the Lenders a certificate of the chief
financial officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed with or by the Borrower, the
Subsidiary, the ERISA Affiliate, the PBGC or any other governmental agency, a
Plan or, to the extent received by the Borrower, Multiemployer Plan participant
or the Plan or Multiemployer Plan administrator with respect thereto: that a
Reportable Event has occurred (except to the extent that the Borrower has
previously delivered to the Lenders a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
IV of ERISA is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event

<PAGE>

described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 is reasonably expected to occur within the following 30 days; that
an accumulated funding deficiency, within the meaning of Section 412 of the Code
or Section 302 of ERISA, has been incurred or an application has been made or is
reasonably expected to be made for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan; that any contribution required to be made by
the Borrower, any Subsidiary or any ERISA Affiliate with respect to a Plan, a
Multiemployer Plan or Foreign Pension Plan has not been timely made; that a Plan
or a Multiemployer Plan has been or is reasonably expected to be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; that a
Plan has an Unfunded Current Liability; that proceedings have been or are
reasonably expected to be instituted to terminate or appoint a trustee to
administer a Plan or a Multiemployer Plan which is subject to Title IV of ERISA;
that a proceeding has been instituted against the Borrower, any Subsidiary of
the Borrower or any ERISA Affiliate pursuant to Section 515 of ERISA to collect
a delinquent contribution to a Multiemployer Plan; that the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate will or is reasonably expected
to incur any liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan or a
Multiemployer Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or with respect to a Plan under Section 401(a)(29), 4971 or 4980 of the
Code or with respect to a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; that
the Borrower or any Subsidiary of the Borrower will or is reasonably expected to
incur any liability (including any indirect, contingent, or secondary liability)
with respect to a Plan under Section 4975 of the Code or Section 409, 502 (i) or
502(1) of ERISA; or that the Borrower or any Subsidiary of the Borrower will or
is reasonably expected to incur any material liability pursuant to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan. The Borrower will deliver to each of the
Lenders (i) at the request of any Lender on ten Business Days' notice a complete
copy of the annual report (on Internal Revenue Service Form 5500-series) of each
Plan (including, to the extent required, the related financial and actuarial
statements and opinions and other supporting statements, certifications,
schedules and information) required to be filed with the Internal Revenue
Service and (ii) copies of any records, documents or other information that must
be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of
ERISA. In addition to any certificates or notices delivered to the Lenders
pursuant to the first sentence hereof, copies of any material documents or other
information required to be furnished to the PBGC, and any material notices
received by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
with respect to any Plan, Multiemployer Plan or Foreign Pension Plan shall be
delivered to the Lenders no later than ten Business Days after the date such
documents and/or information has been furnished to the PBGC or such notice has
been received by the Borrower, such Subsidiary or such ERISA Affiliate, as
applicable. If, at any time after the Initial Borrowing Date, the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate maintains, or contributes to
(or incurs an obligation to contribute to), a pension plan as defined in Section
3(2) of ERISA which is not set forth in Part A of Schedule V, as may be updated
from time to time, then the Borrower shall deliver to the Lenders an updated
Part A of Schedule V as soon as possible and, in any event, within ten days
after the Borrower, such Subsidiary or such ERISA Affiliate

<PAGE>

maintains, or contributes to (or incurs an obligation to contribute to), such
pension plan. Such updated Part A of Schedule V shall supersede and replace the
existing Part A of Schedule V. The Borrower and each of its applicable
Subsidiaries shall ensure that all Foreign Pension Plans administered by it or
into which it makes payments obtains or retains (as applicable) registered
status under and as required by applicable law and is administered in a timely
manner in all respects in compliance with all applicable laws except where the
failure to do any of the foregoing would not be reasonably likely to result in a
material adverse effect upon the business, operations or condition (financial or
otherwise) of the Borrower and its Subsidiaries taken as a whole.

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

          8.10    End of Fiscal Years; Fiscal Quarters. The Borrower will, for
financial reporting purposes, cause (i) each of its and Pacer Stacktrain S. de
R.L. de C.V.'s fiscal years to end on the Friday nearest to December 31 of each
calendar year and (ii) each of its and Pacer Stacktrain S. de R.L. de C.V's (x)
first fiscal quarter in each fiscal year to end on last day of the 14th week of
such fiscal year, (y) the second and third fiscal quarters in each fiscal year
to end on the last day of the 26th and 38th weeks, respectively, of such fiscal
year and (z) the fourth fiscal quarter in each fiscal year to end on the last
day of the 52nd week (or in the case of the fiscal year ending on the Friday
nearest to December 31, 2004, the 53rd week) of such fiscal year. The Borrower
will, for financial reporting purposes, cause each of its Subsidiaries' (other
than Pacer Stacktrain S. de R.L. de C.V) fiscal years to end on December 31 of
each calendar year and (ii) Pacer Logistics' and each of its Subsidiaries'
fiscal quarters to end on March 31, June 30, September 30 and December 31 of
each year.

          8.11    Additional Security; Further Assurances. (a) The Borrower
will, and will cause each of its Wholly-Owned Domestic Subsidiaries (and to the
extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries)
to, grant to the Collateral Agent security interests and mortgages in such
assets and real property of the Borrower and its Subsidiaries as are not covered
by the original Security Documents, in each case to the extent requested from
time to time by the Administrative Agent or the Required Lenders (collectively,
the "Additional Security Documents"). All such security interests and mortgages
shall be granted pursuant to documentation reasonably satisfactory in form and
substance to the Collateral Agent and shall constitute valid and enforceable
perfected security interests, hypothecations and mortgages superior to and prior
to the rights of all third Persons and enforceable as against third parties and
subject to no other Liens except for Permitted Liens. The Additional Security
Documents or instruments related thereto shall have been duly recorded or filed
in such manner and in such places as are required by law to establish, perfect,
preserve and protect the Liens in favor of the Collateral Agent required to be
granted pursuant to the Additional Security Documents and all taxes, fees and
other charges payable in connection therewith shall have been paid in full.
Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and the
Borrower and its Subsidiaries shall not be required to grant a mortgage in)

<PAGE>

any Leasehold or any owned Real Property the fair market value of which (as
determined in good faith by senior management of the Borrower) is less than
$5,000,000.

          (b)     The Borrower will, and will cause each of its Subsidiaries to,
at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the
Collateral covered by any of the Security Documents as the Collateral Agent may
reasonably require (including, without limitation, furnishing a schedule of all
units of Rolling Stock owned by the Borrower and its Subsidiaries and the serial
or other identification number assigned to each such unit). Furthermore, the
Borrower shall cause to be delivered to the Collateral Agent such opinions of
counsel, title insurance and other related documents as may be reasonably
requested by the Collateral Agent to assure itself that this Section 8.11 has
been complied with.

          (c)     The Borrower agrees that each action required above by this
Section 8.11 shall be completed as soon as possible, but in no event later than
90 days after such action is either requested to be taken by the Administrative
Agent, the Collateral Agent or the Required Lenders or required to be taken by
the Borrower and its Subsidiaries pursuant to the terms of this Section 8.11;
provided that in no event will the Borrower or any of its Subsidiaries be
required to take any action, other than using its commercially reasonable
efforts, to obtain consents from third parties with respect to its compliance
with this Section 8.11.

          8.12    Foreign Subsidiaries Security. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower reasonably acceptable to the Administrative Agent does not within 30
days after a request from the Administrative Agent or the Required Lenders
deliver evidence, in form and substance mutually satisfactory to the
Administrative Agent and the Borrower, with respect to any Foreign Subsidiary
(and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) of
the Borrower which has not already had all of its Equity Interests pledged
pursuant to a Pledge Agreement that (i) a pledge of more than 66-2/3% of the
total combined voting power of all classes of Equity Interests of such Foreign
Subsidiary (or Foreign Unrestricted Subsidiary) entitled to vote, (ii) the
entering into by such Foreign Subsidiary of a security agreement in
substantially the form of the Security Agreement, (iii) the entering into by
such Foreign Subsidiary of a pledge agreement in substantially the form of the
U.S. Pledge Agreement and (iv) the entering into by such Foreign Subsidiary of a
guaranty in substantially the form of the Subsidiaries Guaranty, in any such
case could reasonably be expected to cause (I) the undistributed earnings of
such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for
Federal income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary's (or Foreign Unrestricted Subsidiary's) United States parent for
Federal income tax purposes or (II) other material adverse Federal income tax
consequences to the Credit Parties, then in the case of a failure to deliver the
evidence described in clause (i) above, that portion of such Foreign
Subsidiary's (or Foreign Unrestricted Subsidiary's, as the case may be)
outstanding Equity Interests so issued by such Foreign Subsidiary (or Foreign
Unrestricted Subsidiary, as the case may be), in each case not theretofore
pledged pursuant to a Pledge Agreement shall be pledged to the Collateral Agent
for the benefit of the Secured Creditors pursuant to a Pledge Agreement (or
another pledge agreement in substantially similar form, if needed), and in the
case of a failure to deliver the evidence described in clause (ii) or (iii)
above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign
Subsidiary) shall execute and deliver the Security Agreement (or another
security agreement in substantially similar form, if needed) or the U.S. Pledge
Agreement (or another pledge agreement in substantially similar form, if
needed), as the case may be, granting to the Collateral Agent for the benefit

<PAGE>

of the Secured Creditors a security interest in all of such Foreign Subsidiary's
assets or Equity Interests and promissory notes owned by such Foreign
Subsidiary, as the case may be, and securing the obligations of the Borrower
under the Credit Documents and under any Interest Rate Protection Agreement or
Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have
been executed by such Foreign Subsidiary, the obligations of such Foreign
Subsidiary thereunder, and in the case of a failure to deliver the evidence
described in clause (iv) above, such Foreign Subsidiary (to the extent same is a
Wholly-Owned Foreign Subsidiary) shall execute and deliver the Subsidiaries
Guaranty (or another guaranty in substantially similar form, if needed),
guaranteeing the obligations of the Borrower under the Credit Documents and
under any Interest Rate Protection Agreement or Other Hedging Agreement, in each
case to the extent that the entering into of such Security Agreement, the U.S.
Pledge Agreement or the Subsidiaries Guaranty (or substantially similar
document) is permitted by the laws of the respective foreign jurisdiction and
with all documents delivered pursuant to this Section 8.12 to be in form and
substance reasonably satisfactory to the Administrative Agent and/or the
Collateral Agent.

          8.13    Use of Proceeds. All proceeds of the Loans shall be used as
provided in Section 7.05.

          8.14    Permitted Acquisitions. (a) Subject to the provisions of this
Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may
from time to time effect Permitted Acquisitions, so long as (in each case except
to the extent the Required Lenders otherwise specifically agree in writing in
the case of a specific Permitted Acquisition): (i) no Default or Event of
Default shall be in existence at the time of the consummation of the proposed
Permitted Acquisition or immediately after giving effect thereto; (ii) the
Borrower shall have given the Administrative Agent and the Lenders at least 5
Business Days' prior written notice of any Permitted Acquisition; (iii)
calculations are made by the Borrower of compliance with the covenants contained
in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence
appearing therein) for the Calculation Period most recently ended prior to the
date of such Permitted Acquisition, on a Pro Forma Basis as if the respective
Permitted Acquisition (as well as all other Permitted Acquisitions theretofore
consummated after the first day of such Calculation Period) had occurred on the
first day of such Calculation Period, and such recalculations shall show that
such financial covenants would have been complied with if the Permitted
Acquisition had occurred on the first day of such Calculation Period (for this
purpose, if the first day of the respective Calculation Period occurs prior to
the Initial Borrowing Date, calculated as if the covenants contained in said
Sections

<PAGE>

9.09 and 9.10 (in each case, giving effect to the last sentence appearing
therein) had been applicable from the first day of the Calculation Period); (iv)
based on good faith projections prepared by the Borrower for the period from the
date of the consummation of the Permitted Acquisition to the date which is one
year thereafter, the level of financial performance measured by the covenants
set forth in Sections 9.09 and 9.10 (in each case, giving effect to the last
sentence appearing therein) shall be better than or equal to such level as would
be required to provide that no Default or Event of Default would exist under the
financial covenants contained in Sections 9.09 and 9.10 (in each case, giving
effect to the last sentence appearing therein) through the date which is one
year from the date of the consummation of the respective Permitted Acquisition;
(v) the Maximum Permitted Consideration payable in connection with such
Permitted Acquisition, when aggregated with the Maximum Permitted Consideration
payable in connection with all other Permitted Acquisitions consummated after
the Initial Borrowing Date (excluding Permitted Acquisitions (if any)
consummated in reliance on the proviso at the end of this Section), does not
exceed $100,000,000; (vi) the Maximum Permitted Consideration payable in
connection with the proposed Permitted Acquisition does not exceed $40,000,000;
(vii) all representations and warranties contained herein and in the other
Credit Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and
as of the date of such Permitted Acquisition (both before and after giving
effect thereto), unless stated to relate to a specific earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date; (viii) the Borrower provides to the
Administrative Agent and the Lenders as soon as available but not later than 5
Business Days after the execution thereof, a copy of any executed purchase
agreement or similar agreement with respect to such Permitted Acquisition; (ix)
after giving effect to such Permitted Acquisition and the payment of all
post-closing purchase price adjustments required (in the good faith
determination of the Borrower) in connection with such Permitted Acquisition
(and all other Permitted Acquisitions for which such purchase price adjustments
may be required to be made) and all capital expenditures (and the financing
thereof) reasonably anticipated by the Borrower to be made in the business
acquired pursuant to such Permitted Acquisition within the 90-day period (such
period for any Permitted Acquisition, a "Post-Closing Period") following such
Permitted Acquisition (and in the businesses acquired pursuant to all other
Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing
Period of such Permitted Acquisition), the Total Unutilized Revolving Loan
Commitment shall equal or exceed $10,000,000; and (x) the Borrower shall have
delivered to the Administrative Agent an officer's certificate executed by an
Authorized Officer of the Borrower, certifying to the best of his knowledge,
compliance with the requirements of preceding clauses (i) through (ix),
inclusive, and containing the calculations required by the preceding clauses
(iii), (iv), (v), (vi) and (ix); provided however, that if, (I) in connection
with a given Permitted Acquisition, the Borrower shall deliver to the
Administrative Agent calculations demonstrating compliance with an Adjusted
Total Leverage Ratio of less than 2.25:1.0 at such time, determined on a Pro
Forma Basis as if the respective Permitted Acquisition (as well as all other
Permitted Acquisitions theretofore consummated after the first day of the
Calculation Period then last ended) had occurred on the first day of such
Calculation Period, or (II) at the time of the consummation of such Permitted
Acquisition (and after giving effect thereto), the Borrower shall have satisfied
the Minimum Ratings Condition, the aggregate consideration limitations described
in clauses (v) and (vi) above shall not be applicable to such Permitted
Acquisition.

          (b)     At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary, or the acquisition of capital stock or
other Equity Interests of any Person, the capital stock or other Equity
Interests thereof created or acquired in connection with such Permitted
Acquisition shall be pledged for the benefit of the Secured Creditors pursuant
to the U.S. Pledge Agreement in accordance with the requirements of Section
9.15.

<PAGE>

          (c)     The Borrower shall cause each Subsidiary which is formed to
effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and
to execute and deliver, all of the documentation required by, Sections 8.11 and
9.15, to the reasonable satisfaction of the Administrative Agent.

          (d)     The consummation of each Permitted Acquisition shall be deemed
to be a representation and warranty by the Borrower that the certifications by
the Borrower (or by one or more of its Authorized Officers) pursuant to Section
8.14(a) are true and correct and that all conditions thereto have been satisfied
and that same is permitted in accordance with the terms of this Agreement, which
representation and warranty shall be deemed to be a representation and warranty
for all purposes hereunder, including, without limitation, Sections 6 and 10.

          8.15    Performance of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, deed of trust, indenture, loan agreement or credit agreement and
each other material agreement, contract or instrument by which it is bound,
except such non-performances as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          8.16    Maintenance of Company Separateness. The Borrower will, and
will cause each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy
customary Company formalities, including, as applicable, the holding of regular
board of directors' and shareholders' meetings or action by directors or
shareholders without a meeting and the maintenance of Company offices and
records. Neither the Borrower nor any of its Subsidiaries shall make any payment
to a creditor of any Unrestricted Subsidiary in respect of any liability of any
Unrestricted Subsidiary, and no bank account of any Unrestricted Subsidiary
shall be commingled with any bank account of the Borrower or any of its
Subsidiaries. Any financial statements distributed to any creditors of any
Unrestricted Subsidiary shall clearly establish or indicate the Company
separateness of such Unrestricted Subsidiary from the Borrower and its
Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall
take any action, or conduct its affairs in a manner, which is likely to result
in the Company existence of the Borrower or any of its Subsidiaries or
Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the
Borrower or any of its Subsidiaries being substantively consolidated with those
of any other such Person or any Unrestricted Subsidiary in a bankruptcy,
reorganization or other insolvency proceeding.

          8.17    Senior Subordinated Notes Refinancing. (a) Prior to or within
five Business Days following the Initial Borrowing Date, the Borrower shall
direct the Senior Subordinated Notes Indenture Trustee to deliver a "notice of
redemption" to Depository Trust Company (the "Irrevocable Notice of Redemption")
pursuant to, and in accordance with the requirements of, the Senior Subordinated
Notes Documents.

          (b)     On the 30th day following the mailing of the Irrevocable
Notice of Redemption (the "Redemption Date"), the Borrower shall (x) redeem all
of the Senior Subordinated Notes pursuant to, and in accordance with the terms
of, the call provisions of the Senior Subordinated Notes Indenture and (y) pay
all accrued and unpaid interest and related call premiums (not to exceed $10.0
million) (collectively, the "Senior Subordinated Notes Refinancing").

<PAGE>

          8.18    Margin Regulations. The Borrower will use its best efforts so
that at all times the fair market value of all Margin Stock owned by the
Borrower and its Subsidiaries (other than capital stock of the Borrower held in
treasury) shall not exceed $7,500,000. So long as fair market value of all
Margin Stock at any time owned by the Borrower and its Subsidiaries (other than
capital stock of the Borrower held in treasury) does not exceed $7,500,000, such
Margin Stock will not constitute Collateral and no security interest shall be
granted therein pursuant to any Credit Document, provided that if at any time
the fair market value of all Margin Stock owned by the Borrower and its
Subsidiaries (other than capital stock of the Borrower held in treasury) exceeds
$7,500,000, then (x) all Margin Stock owned by the Credit Parties (other than
capital stock of the Borrower held in treasury) shall be pledged, and delivered
for pledge, pursuant to the U.S. Pledge Agreement and (y) the Borrower will
execute and deliver to the Lenders appropriate completed forms (including,
without limitation, Forms G-3 and U-1, as appropriate) establishing compliance
with Regulations T, U and X. If at any time any Margin Stock is required to be
pledged as a result of the provisions of the immediately preceding sentence,
repayments of outstanding Obligations shall be required, and subsequent Credit
Events shall be permitted, only in compliance with the applicable provisions of
Regulations T, U and X.

          SECTION 9. Negative Covenants. The Borrower hereby covenants and
agrees that as of the Initial Borrowing Date and thereafter for so long as this
Agreement is in effect and until the Total Commitment has terminated, no Letters
of Credit or Notes are outstanding and the Loans, together with interest, Fees
and all other Obligations (other than any indemnities described in Section 13.13
which are not then due and payable) incurred hereunder, are paid in full:

          9.01    Changes in Business. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, engage directly or indirectly in any business
other than a Permitted Business.

          (b)     No Unrestricted Subsidiary shall engage (directly or
indirectly) in any business other than a Permitted Business.

          9.02    Consolidation; Merger; Sale or Purchase of Assets; etc. The
Borrower will not, nor will the Borrower permit any of its Subsidiaries to, wind
up, liquidate or dissolve its affairs or enter into any transaction of merger,
amalgamation or consolidation, or convey, sell, lease or otherwise dispose of
all or any part of its property or assets (other than inventory in the ordinary
course of business), or enter into any sale-leaseback transactions, or purchase
or otherwise acquire (in one or a series of related transactions) any part of
the property or assets (other than purchases or other acquisitions of inventory,
materials, general intangibles, equipment, goods and services in the ordinary
course of business) of any Person or agree to do any of the foregoing at any
future time, except that the following shall be permitted:

          (a)     the Borrower and its Subsidiaries may, as lessee, enter into
     operating leases in the ordinary course of business with respect to real,
     personal, movable or immovable property;

          (b)     Capital Expenditures by the Borrower and its Subsidiaries to
     the extent not in violation of Section 9.11;

<PAGE>

          (c)     Investments permitted pursuant to Section 9.05 and the
     disposition or liquidation of Cash Equivalents in the ordinary course of
     business;

          (d)     the Borrower and any of its Subsidiaries may sell or otherwise
     dispose of assets (excluding capital stock of, or other equity interests
     in, Subsidiaries, Joint Ventures and Unrestricted Subsidiaries) which, in
     the reasonable opinion of such Person, are obsolete, uneconomic or no
     longer useful in the conduct of such Person's business, provided that
     except with respect to asset dispositions or transfers arising out of, or
     in connection with, the events described in clauses (i) and (ii) of the
     definition of Recovery Event, (w) each such sale or disposition shall be
     for an amount at least equal to the fair market value thereof (as
     determined in good faith by senior management of the Borrower), (x) to the
     extent any such sale or disposition generates Net Sale Proceeds equal to or
     greater than $1,500,000, such sale or disposition (I) results in
     consideration at least 75% of which (taking into account the amount of
     cash, the principal amount of any promissory notes and the fair market
     value, as determined by the Borrower in good faith, of any other
     consideration) shall be in the form of cash or (II) in the case of an asset
     or assets subject to Capitalized Lease Obligations, results in the
     assumption of all of the Capitalized Lease Obligations or other purchase
     money obligations of the Borrower or such Subsidiary in respect of such
     asset by the purchaser thereof, (y) the aggregate Net Sale Proceeds from
     all assets sold or otherwise disposed of pursuant to this clause (d), when
     added to the aggregate amount of all Capitalized Lease Obligations and all
     other purchase money obligations assigned in connection with all assets
     sold or otherwise disposed of pursuant to this clause (d) shall not exceed
     $12,500,000 in the aggregate in any fiscal year of the Borrower and (z) in
     the case of any sale or disposition of an asset constituting an Asset Sale,
     the Net Sale Proceeds therefrom are either applied to repay Term Loans
     and/or reduce the Total Term Loan Commitment and/or the Total Revolving
     Loan Commitment as provided in Section 4.02(c) or reinvested in replacement
     assets or retained to the extent permitted by Section 4.02(c) and/or the
     other relevant provisions of this Agreement;

          (e)     any Subsidiary of the Borrower may convey, lease, license,
     sell or otherwise transfer all or any part of its business, properties and
     assets to the Borrower or to any Subsidiary Guarantor, so long as any
     security interests granted to the Collateral Agent for the benefit of the
     Secured Creditors pursuant to the Security Documents in the assets so
     transferred shall remain in full force and effect and perfected (to at
     least the same extent as in effect immediately prior to such transfer) and
     all actions required to maintain said perfected status have been taken;

          (f)     any Subsidiary of the Borrower may merge with and into, or be
     dissolved or liquidated into, the Borrower or any Subsidiary Guarantor, so
     long as (i) the Borrower or such Subsidiary Guarantor is the surviving
     corporation of any such merger, dissolution or liquidation and (ii) any
     security interests granted to the Collateral Agent for the benefit of the
     Secured Creditors pursuant to the Security Documents in the assets of such
     Subsidiary shall remain in full force and effect and perfected (to at least
     the same extent as in effect immediately prior to such merger, dissolution
     or liquidation) and all actions required to maintain said perfected status
     have been taken;

<PAGE>

          (g)     any Foreign Subsidiary may be merged or amalgamated with and
     into, or be dissolved or liquidated into, or transfer any of its assets to,
     any Wholly-Owned Foreign Subsidiary of the Borrower, so long as (i) such
     Wholly-Owned Foreign Subsidiary is the surviving corporation of any such
     merger, amalgamation, dissolution or liquidation and (ii) any security
     interests granted to the Collateral Agent for the benefit of the Secured
     Creditors pursuant to the Security Documents in the assets of such
     Wholly-Owned Foreign Subsidiary and such Foreign Subsidiary shall remain in
     full force and effect and perfected (to at least the same extent as in
     effect immediately prior to such merger, amalgamation, dissolution,
     liquidation or transfer) and all actions required to maintain said
     perfected status have been taken;

          (h)     the Borrower and its Wholly-Owned Domestic Subsidiaries shall
     be permitted to make Permitted Acquisitions, so long as such Permitted
     Acquisitions are effected in accordance with the requirements of Section
     8.14;

          (i)     the Borrower and its Subsidiaries may, in the ordinary course
     of business, license, as licensor or licensee, patents, trademarks,
     copyrights and know-how to or from third Persons or one another, so long as
     any such license by the Borrower or any of its Subsidiaries in its capacity
     as licensor is permitted to be assigned pursuant to the Security Agreement
     (to the extent that a security interest in such patents, trademarks,
     copyrights and know-how is granted thereunder) and does not otherwise
     prohibit the granting of a Lien by the Borrower or any of its Subsidiaries
     pursuant to the Security Agreement in the intellectual property covered by
     such license;

          (j)     the Borrower and its Domestic Subsidiaries may transfer assets
     to Wholly-Owned Foreign Subsidiaries, so long as (x) no Default or Event of
     Default exists as the time of the respective transfer and (y) the aggregate
     fair market value of all such assets so transferred (determined in good
     faith by the Board of Directors or senior management of the Borrower) to
     all such Foreign Subsidiaries on and after the Effective Date does not
     exceed the sum of (i) $12,500,000 plus (ii) the aggregate fair market value
     of all assets of Foreign Subsidiaries of the Borrower (as determined in
     good faith by senior management of the Borrower) transferred by such
     Foreign Subsidiaries to the Borrower and any Subsidiary Guarantor pursuant
     to Section 9.02(e) after the Effective Date;

          (k)     the Borrower and any of its Subsidiaries may sell or otherwise
     dispose of the capital stock of, or other equity interests in, any of their
     respective Subsidiaries, Joint Ventures and Unrestricted Subsidiaries,
     provided that (v) in the case of a sale or other disposition of the capital
     stock or other equity interests of any Wholly-Owned Subsidiary of the
     Borrower, 100% of the capital stock or other Equity Interests of such
     Subsidiary shall be so sold or disposed of, (w) each such sale or
     disposition shall be for an amount at least equal to the fair market value
     thereof (as determined in good faith by senior management of the Borrower),
     (x) each such sale results in consideration at least 75% of which (taking
     into account the amount of cash, the principal amount of any promissory
     notes and the fair market value, as determined by the Borrower in good
     faith, of any other consideration) shall be in the form of cash, (y) the
     aggregate Net Sale Proceeds of all assets sold or otherwise disposed of
     pursuant to this clause (l) after the Effective Date shall not exceed
     $20,000,000 in the aggregate and (z) the Net Sale Proceeds therefrom

<PAGE>

     are either applied to repay Term Loans and/or reduce the Total Revolving
     Loan Commitment as provided in Section 4.02(c) or reinvested in replacement
     assets or retained to the extent permitted by Section 4.02(c) and/or the
     other relevant provisions of this Agreement;

          (l)     the Borrower and its Subsidiaries may enter into agreements to
     effect acquisitions and dispositions of stock or assets, so long as the
     respective transaction is permitted pursuant to the provisions of this
     Section 9.02; provided that the Borrower and its Subsidiaries may enter
     into agreements to effect acquisitions and dispositions of capital stock or
     assets in transactions not permitted by the provisions of this Section 9.02
     at the time the respective agreement is entered into, so long as in the
     case of each such agreement, such agreement shall be expressly conditioned
     upon obtaining the requisite consent of the Required Lenders under this
     Agreement or the repayment of all Obligations hereunder as a condition
     precedent to the consummation of the respective transaction and, if for any
     reason the transaction is not consummated because of a failure to obtain
     such consent, the aggregate liability of the Borrower and its Subsidiaries
     under any such agreement shall not exceed $7,500,000; and

          (m)     the Borrower or any of its Subsidiaries may effect Permitted
     Sale-Leaseback Transactions in accordance with the definition thereof;
     provided that (x) the aggregate amount of all proceeds received by the
     Borrower and its Subsidiaries from all Permitted Sale-Leaseback
     Transactions consummated on and after the Effective Date shall not exceed
     $20,000,000 and (y) the Net Sale Proceeds therefrom are applied to repay
     Term Loans and/or reduce the Total Term Loan Commitment and/or Total
     Revolving Loan Commitment as provided in Section 4.02(c) or reinvested in
     replacement assets or retained to the extent permitted by Section 4.02(c).

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale or other disposition of any Collateral, or any
Collateral is sold or otherwise disposed of as permitted by this Section 9.02,
such Collateral (unless transferred to the Borrower or a Subsidiary thereof)
shall (except as otherwise provided above) be sold or otherwise disposed of free
and clear of the Liens created by the Security Documents and the Administrative
Agent shall take such actions (including, without limitation, directing the
Collateral Agent to take such actions) as are appropriate in connection
therewith.

          9.03 Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible, movable or immovable) of the Borrower or any of its Subsidiaries,
whether now owned or hereafter acquired, or sell any such property or assets
subject to an understanding or agreement, contingent or otherwise, to repurchase
such property or assets (including sales of accounts receivable or notes with
recourse to the Borrower or any of its Subsidiaries) or assign any right to
receive income, except for the following (collectively, the "Permitted Liens"):

          (a)     inchoate Liens for taxes, assessments or governmental charges
     or levies not yet due and payable or Liens for taxes, assessments or
     governmental charges or levies

<PAGE>

     being contested in good faith and by appropriate proceedings for which
     adequate reserves have been established in accordance with GAAP;

          (b)     Liens in respect of property or assets of the Borrower or any
     of its Subsidiaries imposed by law which were incurred in the ordinary
     course of business and which have not arisen to secure Indebtedness for
     borrowed money, such as carriers', materialmen's, warehousemen's and
     mechanics' Liens, statutory and common law landlord's Liens, and other
     similar Liens arising in the ordinary course of business, and which either
     (x) do not in the aggregate materially detract from the value of such
     property or assets or materially impair the use thereof in the operation of
     the business of the Borrower or any of its Subsidiaries or (y) are being
     contested in good faith by appropriate proceedings, which proceedings have
     the effect of preventing the forfeiture or sale of the property or asset
     subject to such Lien;

          (c)     Liens created by or pursuant to this Agreement and the
     Security Documents;

          (d)     Liens in existence on the Initial Borrowing Date which are
     listed, and the property subject thereto described, in Schedule IX, without
     giving effect to any extensions or renewals thereof;

          (e)     Liens arising from judgments, decrees, awards or attachments
     in circumstances not constituting an Event of Default under Section 10.09,
     provided that the amount of cash and property (determined on a fair market
     value basis) deposited or delivered to secure the respective judgment or
     decree or subject to attachment shall not exceed $7,500,000 at any time;

          (f)     Liens (other than any Lien imposed by ERISA) (w) incurred or
     deposits made in the ordinary course of business in connection with general
     insurance maintained by the Borrower and its Subsidiaries, (x) incurred or
     deposits made in the ordinary course of business of the Borrower and its
     Subsidiaries in connection with workers' compensation, unemployment
     insurance and other types of social security, (y) to secure the performance
     by the Borrower and its Subsidiaries of tenders, statutory obligations
     (other than excise taxes), surety, stay, customs and appeal bonds,
     statutory bonds, bids, leases, government contracts, trade contracts,
     performance and return of money bonds and other similar obligations
     (exclusive of obligations for the payment of borrowed money) or (z) to
     secure the performance by the Borrower and its Subsidiaries of leases of
     Real Property, to the extent incurred or made in the ordinary course of
     business consistent with past practices, provided that the aggregate amount
     of deposits at any time pursuant to sub-clauses (w), (y) and (z) above
     shall not exceed $15,000,000 in the aggregate;

          (g)     licenses, sublicenses, leases or subleases granted to third
     Persons in the ordinary course of business not interfering in any material
     respect with the business of the Borrower or any of its Subsidiaries;

<PAGE>

          (h)     easements, rights-of-way, restrictions, minor defects or
     irregularities in title, encroachments and other similar charges or
     encumbrances, in each case not securing Indebtedness and not interfering in
     any material respect with the ordinary conduct of the business of the
     Borrower or any of its Subsidiaries;

          (i)     Liens arising from precautionary UCC financing statements
     regarding operating leases;

          (j)     Liens created pursuant to Capital Leases permitted pursuant to
     Section 9.04(d), provided that (x) such Liens only serve to secure the
     payment of Indebtedness arising under such Capitalized Lease Obligation
     (and other Indebtedness permitted by Section 9.04(d) and incurred from the
     same Person as such Indebtedness) and (y) the Lien encumbering the asset
     giving rise to the Capitalized Lease Obligation does not encumber any other
     asset of the Borrower or any of its Subsidiaries (other than other assets
     subject to Capitalized Lease Obligations and/or Indebtedness incurred
     pursuant to Section 9.04(d), in each case owing to the same Person as such
     Capitalized Lease Obligation);

          (k)     Permitted Encumbrances;

          (l)     Liens arising pursuant to purchase money mortgages or security
     interests securing Indebtedness representing the purchase price (or
     financing of the purchase price within 90 days after the respective
     purchase) of assets acquired after the Effective Date, provided that (i)
     any such Liens attach only to the assets so purchased, upgrades thereon
     and, if the asset so purchased is an upgrade, the original asset itself
     (and such other assets financed by the same financing source), (ii) the
     Indebtedness (other than Indebtedness incurred from the same financing
     source to purchase other assets and excluding Indebtedness representing
     obligations to pay installation and delivery charges for the property so
     purchased) secured by any such Lien does not exceed 100%, nor is less than
     75%, of the lesser of the fair market value or the purchase price of the
     property being purchased at the time of the incurrence of such Indebtedness
     and (iii) the Indebtedness secured thereby is permitted to be incurred
     pursuant to Section 9.04(d);

          (m)     Liens on property or assets acquired pursuant to a Permitted
     Acquisition, or on property or assets of a Subsidiary of the Borrower in
     existence at the time such Subsidiary is acquired pursuant to a Permitted
     Acquisition, provided that (i) any Indebtedness that is secured by such
     Liens is permitted to exist under Section 9.04(d), and (ii) such Liens are
     not incurred in connection with, or in contemplation or anticipation of,
     such Permitted Acquisition and do not attach to any other asset of the
     Borrower or any of its Subsidiaries;

          (n)     Liens arising out of consignment or similar arrangements for
     the sale of goods entered into by the Borrower or any of its Subsidiaries
     in the ordinary course of business; and

<PAGE>

          (o)     additional Liens incurred by the Borrower and its
     Subsidiaries, so long as the value of the property subject to such Liens,
     and the Indebtedness and other obligations secured thereby, do not exceed
     $10,000,000.

In connection with the granting of Liens of the type described in clauses (i),
(j), (l), (m) and (o) of this Section 9.03 by the Borrower or any of its
Subsidiaries, the Administrative Agent and the Collateral Agent shall be
authorized, at the request of any Credit Party, to take any actions deemed
appropriate by it in connection therewith (including, without limitation, by
executing appropriate lien releases or lien subordination agreements in favor of
the holder or holders of such Liens, in either case solely with respect to the
assets subject to such Liens).

          9.04    Indebtedness. The Borrower will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

          (a)     Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

          (b)     Scheduled Existing Indebtedness outstanding on the Initial
     Borrowing Date and listed on Schedule IV (as reduced by any repayments
     thereof before, on or after the Initial Borrowing Date), without giving
     effect to any subsequent extension, renewal or refinancing thereof;

          (c)     Indebtedness under (i) Interest Rate Protection Agreements
     entered into to protect the Borrower against fluctuations in interest rates
     in respect of Indebtedness otherwise permitted under this Agreement or (ii)
     Other Hedging Agreements providing protection against fluctuations in
     currency values in connection with the Borrower's or any of its
     Subsidiaries' operations, so long as management of the Borrower or such
     Subsidiary, as the case may be, has determined that the entering into of
     any such Other Hedging Agreement is a bona fide hedging activity (and is
     not for speculative purposes) and is in the ordinary course of business and
     consistent with its past practices;

          (d)     (x) Indebtedness of a Subsidiary acquired pursuant to a
     Permitted Acquisition (or Indebtedness assumed by the Borrower or any
     Wholly-Owned Domestic Subsidiary pursuant to a Permitted Acquisition as a
     result of a merger or consolidation or the acquisition of an asset securing
     such Indebtedness) (the "Permitted Acquired Debt"), so long as (i) such
     Indebtedness was not incurred in connection with, or in anticipation or
     contemplation of, such Permitted Acquisition and (ii) such Indebtedness
     does not constitute debt for borrowed money (except to the extent such
     Indebtedness cannot be repaid in accordance with its terms at the time of
     its assumption pursuant to such Permitted Acquisition (without the payment
     of a penalty or premium)), it being understood and agreed that Capitalized
     Lease Obligations and purchase money Indebtedness shall not constitute debt
     for borrowed money for purposes of this clause (ii) and (y) Capitalized
     Lease Obligations and Indebtedness of the Borrower and its Subsidiaries
     representing purchase money Indebtedness secured by Liens permitted
     pursuant to Section 9.03(l), provided, that the sum of (I) the aggregate
     principal amount of all Permitted Acquired Debt at any time outstanding
     plus (II) the aggregate amount of Capitalized Lease Obligations incurred on
     and after the Initial Borrowing Date and

<PAGE>

     outstanding at any time (including Indebtedness evidenced by Capitalized
     Lease Obligations arising from Permitted Sale-Leaseback Transactions) plus
     (III) the aggregate principal amount of all such purchase money
     Indebtedness incurred on and after the Initial Borrowing Date and
     outstanding at any time, shall not exceed $25,000,000;

          (e)     Indebtedness constituting Intercompany Loans to the extent
     permitted by Section 9.05(f);

          (f)     unsecured Indebtedness of the Borrower and the Subsidiary
     Guarantors incurred under the Senior Subordinated Notes and the other
     Senior Subordinated Notes Documents in an aggregate principal amount not to
     exceed $150,000,000 less the amount of any repayments of principal thereof
     after the Initial Borrowing Date;

          (g)     Indebtedness of the Borrower or any of its Subsidiaries which
     may be deemed to exist in connection with agreements providing for
     indemnification, purchase price adjustments and similar obligations in
     connection with acquisitions or sales of assets and/or businesses effected
     in accordance with the requirements of this Agreement (so long as any such
     obligations are those of the Person making the respective acquisition or
     sale, and are not guaranteed by any other Person);

          (h)     Contingent Obligations of (x) the Borrower or any of its
     Subsidiaries as a guarantor of the lessee under any lease pursuant to which
     the Borrower or any of its Wholly-Owned Subsidiaries is the lessee so long
     as such lease is otherwise permitted hereunder, (y) the Borrower or any of
     its Subsidiaries as a guarantor of any Capitalized Lease Obligation to
     which a Joint Venture is a party or any contract entered into by such Joint
     Venture in the ordinary course of business; provided that the maximum
     liability of the Borrower or any of its Subsidiaries in respect of any
     obligations as described pursuant to preceding clause (y) is permitted as
     an Investment on such date pursuant to the requirements of Section 9.05(k)
     and (z) the Borrower which may be deemed to exist pursuant to acquisition
     agreements entered into in connection with Permitted Acquisitions
     (including any obligation to pay the purchase price therefor and any
     indemnification, purchase price adjustment and similar obligations);

          (i)     Indebtedness with respect to performance bonds, surety bonds,
     appeal bonds or customs bonds required in the ordinary course of business
     or in connection with the enforcement of rights or claims of the Borrower
     or any of its Subsidiaries or in connection with judgments that do not
     result in a Default or an Event of Default, provided that the aggregate
     outstanding amount of all such performance bonds, surety bonds, appeal
     bonds and customs bonds permitted by this subsection (i) shall not at any
     time exceed $12,500,000;

          (j)     Indebtedness of the Borrower under the Shareholder
     Subordinated Notes issued after the Effective Date in connection with a
     redemption or repurchase of Borrower Common Stock pursuant to Section
     9.06(ii);

          (k)     (x) Permitted Subordinated Indebtedness incurred in accordance
     with the requirements of the definition thereof and (y) additional
     unsecured Indebtedness of the

<PAGE>

     Borrower and its Subsidiaries not otherwise permitted pursuant to this
     Section 9.04, so long as the aggregate principal amount of all Indebtedness
     permitted by this clause (k), when added to the aggregate liquidation
     preference for all Disqualified Preferred Stock issued after the Initial
     Borrowing Date pursuant to Section 9.13(c), does not exceed $35,000,000 at
     any time outstanding;

          (l)     Indebtedness of the Borrower, and subordinated guarantees
     thereof by the Subsidiary Guarantors, under the Permitted Senior
     Subordinated Notes and the other Permanent Senior Subordinated Notes
     Documents may be incurred in an aggregate principal amount at any time
     outstanding not to exceed the remainder of (x) the sum of the aggregate
     principal amount of each issuance of Permitted Senior Subordinated Notes on
     the respective dates of issuance thereof in accordance with the
     requirements of the definition thereof less (y) any repayment of principal
     of any such Permitted Senior Subordinated Notes, so long as (i) all such
     Indebtedness is incurred in accordance with the requirements of the
     definition of Permitted Senior Subordinated Notes, (ii) no Default or Event
     of Default shall exist both immediately before and immediately after giving
     effect to the incurrence thereof, (iii) calculations are made by the
     Borrower demonstrating compliance with the covenants contained in Sections
     9.09 and 9.10 for the Calculation Period most recently ended prior to the
     date of the respective issuance of Permitted Senior Subordinated Notes,
     determined on a Pro Forma Basis (after giving effect to the respective
     issuance of Permitted Senior Subordinated Notes as if same had been
     consummated on the first day of such Calculation Period), (iii)
     calculations are made by the Borrower demonstrating compliance with an
     Adjusted Senior Leverage Ratio not to exceed 2.0:1.0 at such time,
     determined on a Pro Forma Basis (after giving effect to the respective
     issuance of Permitted Senior Subordinated Notes as if same had been
     consummated on the first day of the respective Calculation Period), (iv)
     100% of the Net Cash Proceeds from the respective issuance of Permitted
     Senior Subordinated Notes shall be utilized on, or within 5 Business Days'
     following, the date of the receipt thereof to effect Permitted Acquisitions
     and/or pay or make Dividends in accordance with the requirements of Section
     8.14 or 9.06(viii), as the case may be, and (v) the Borrower shall furnish
     to the Administrative Agent a certificate from an Authorized Officer of the
     Borrower certifying to the best of his or her knowledge as to compliance
     with the requirements of this Section 9.04(l) and containing the
     calculations required by the preceding clauses (iii) and (iv); and

          (m)     Indebtedness of the Borrower or any of its Subsidiaries (i)
     arising in connection with the third-party financing of insurance premiums
     in the ordinary course of business or (ii) consisting of take-or-pay
     obligations contained in supply arrangements entered into in the ordinary
     course of business and on a basis consistent with past practices (for such
     purpose, taking account of the amount of such take-or-pay obligations of
     the Borrower and its Subsidiaries outstanding during the five year period
     prior to the Initial Borrowing Date), so long as the aggregate amount of
     all such Indebtedness incurred pursuant to this clause (m) does not exceed
     $5,000,000 at any time outstanding.

          9.05    Advances; Investments; Loans. The Borrower will not, and will
not permit any of its Subsidiaries to, lend money or extend credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any

<PAGE>

capital contribution to, any other Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (any of the foregoing, an "Investment"), except:

          (a)     the Borrower and its Subsidiaries may invest in cash and Cash
     Equivalents, provided that during any time that Revolving Loans or
     Swingline Loans are outstanding, the aggregate amount of cash and Cash
     Equivalents held by the Borrower and its Subsidiaries shall not exceed
     $10,000,000 for any period of three consecutive Business Days;

          (b)     the Borrower and its Subsidiaries may acquire and hold
     receivables owing to it, if created or acquired in the ordinary course of
     business and payable or dischargeable in accordance with customary trade
     terms (including the dating of receivables) of the Borrower or such
     Subsidiary;

          (c)     the Borrower and its Subsidiaries may acquire and own
     investments (including debt obligations and equity securities) received in
     connection with the bankruptcy or reorganization of suppliers and customers
     and in settlement of delinquent obligations of, and other disputes with,
     customers and suppliers arising in the ordinary course of business;

          (d)     Interest Rate Protection Agreements and Other Hedging
     Agreements entered into in compliance with Section 9.04(c) shall be
     permitted;

          (e)     advances, loans and investments in existence on the Initial
     Borrowing Date and listed on Schedule VI shall be permitted, without giving
     effect to any additions thereto or replacements thereof, it being
     understood that any additional Investments made with respect to such
     existing Investments shall be permitted only if independently justified
     under the other provisions of this Section 9.05;

          (f)     any Credit Party may make intercompany loans and advances to
     any other Credit Party and any Foreign Subsidiary (collectively,
     "Intercompany Loans"), provided, that (w) at no time shall the aggregate
     outstanding principal amount of all Intercompany Loans made pursuant to
     this clause (f) by the Credit Parties to Foreign Subsidiaries, when added
     to the amount of contributions, capitalizations and forgivenesses
     theretofore made pursuant to Section 9.05(o), exceed $15,000,000
     (determined without regard to any write-downs or write-offs of such loans
     and advances), (x) each Intercompany Loan shall be evidenced by an
     Intercompany Note and (y) each such Intercompany Note shall be pledged to
     the Collateral Agent pursuant to the U.S. Pledge Agreement;

          (g)     loans and advances by the Borrower and its Subsidiaries to
     employees of the Borrower and its Subsidiaries in connection with
     relocations, purchases by such employees of Borrower Common Stock or
     options or similar rights to purchase Borrower Common Stock and other
     ordinary course of business purposes (including travel and entertainment
     expenses) shall be permitted, so long as the aggregate principal amount

<PAGE>

     thereof at any time outstanding (determined without regard to any
     write-downs or write-offs of such loans and advances) shall not exceed
     $5,000,000;

          (h)     the Borrower may acquire and hold obligations of one or more
     officers or other employees of the Borrower or its Subsidiaries in
     connection with such officers' or employees' acquisition of shares of
     Borrower Common Stock, so long as no cash is actually advanced by the
     Borrower or any of its Subsidiaries to such officers or employees in
     connection with the acquisition of any such obligations;

          (i)     the Borrower and any of its Wholly-Owned Domestic Subsidiaries
     may make Permitted Acquisitions in accordance with the relevant
     requirements of Section 8.14 and the component definitions as used therein;

          (j)     the Borrower and its Subsidiaries may own the capital stock of
     their respective Subsidiaries created or acquired in accordance with the
     terms of this Agreement (so long as all amounts invested in such
     Subsidiaries are independently justified under another provision of this
     Section 9.05);

          (k)     so long as no Default or Event of Default exists or would
     exist immediately after giving effect to the respective Investment, the
     Borrower and its Wholly-Owned Domestic Subsidiaries shall be permitted to
     make Investments in any Joint Venture or any Unrestricted Subsidiary on any
     date in an amount not to exceed the Available Basket Amount on such date
     (after giving effect to all prior and contemporaneous adjustments thereto,
     except as a result of such Investment), it being understood and agreed that
     to the extent the Borrower or one or more other Credit Parties (after the
     respective Investment has been made) receives a cash return from the
     respective Joint Venture or Unrestricted Subsidiary of amounts previously
     invested pursuant to this clause (k) (which cash return may be made by way
     of repayment of principal in the case of loans and cash equity returns
     (whether as a distribution, dividend or redemption) in the case of equity
     investments) or a return in the form of an asset distribution from the
     respective Joint Venture or Unrestricted Subsidiary of any asset previously
     contributed pursuant to this clause (k), then the amount of such cash
     return of investment or the fair market value of such distributed asset (as
     determined in good faith by senior management of the Borrower), as the case
     may be, shall, upon the Administrative Agent's receipt of a certification
     of the amount of the return of investment from an Authorized Officer, apply
     to increase the Available Basket Amount, provided that the aggregate amount
     of increases to the Available Basket Amount described above shall not
     exceed the amount of returned investment and, in no event, shall the amount
     of the increases made to the Available Basket Amount in respect of any
     Investment exceed the amount previously invested pursuant to this clause
     (k);

          (l)     the Borrower and its Subsidiaries may receive and hold
     promissory notes and other non-cash consideration received in connection
     with any asset sale permitted by Sections 9.02(d) and (k);

<PAGE>

          (m)     the Borrower and its Subsidiaries may convey, lease, license,
     sell or otherwise transfer or acquire assets and properties to the extent
     permitted by Sections 9.02(e), (f), (g), (j) and (m);

          (n)     the Borrower and its Subsidiaries may make advances in the
     form of a prepayment of expenses, so long as such expenses were incurred in
     the ordinary course of business and are being paid in accordance with
     customary trade terms of the Borrower or such Subsidiary;

          (o)     the Borrower and its Domestic Subsidiaries may make cash
     capital contributions to Foreign Subsidiaries, and may capitalize or
     forgive any Indebtedness owed to them by a Foreign Subsidiary and
     outstanding under clause (f) of this Section 9.05, provided that the
     aggregate amount of such contributions, capitalizations and forgiveness on
     and after the Initial Borrowing Date, when added to the aggregate
     outstanding principal amount of Intercompany Loans made to Foreign
     Subsidiaries under such clause (f) (determined without regard to any
     write-downs or write-offs thereof) shall not exceed an amount equal to
     $15,000,000;

          (p)     (i) the Borrower and any Subsidiary Guarantor may make cash
     equity contributions to any (other) Subsidiary Guarantor which is a direct
     Wholly-Owned Subsidiary of the Person making such contribution and (ii) any
     Subsidiary Guarantor may make non-cash equity contributions to any (other)
     Subsidiary Guarantor which is a direct Wholly-Owned Subsidiary of the
     Subsidiary Guarantor making such contribution, so long as any security
     interest granted to the Collateral Agent for the benefit of the Secured
     Creditors pursuant to the Security Documents in any assets so contributed
     shall remain in full force and effect and perfected (to at least the same
     extent as in effect immediately prior to such contribution) and all actions
     required to maintain said perfected status have been taken; and

          (q)     in addition to investments permitted by clauses (a) through
     (p) of this Section 9.05, the Borrower and its Subsidiaries may make
     additional loans, advances and other Investments to or in a Person in an
     aggregate amount for all loans, advances and other Investments made
     pursuant to this clause (q) (determined without regard to any write-downs
     or write-offs thereof), net of cash repayments of principal in the case of
     loans, sale proceeds in the case of Investments in the form of debt
     instruments and cash equity returns (whether as a distribution, dividend,
     redemption or sale) in the case of equity investments, not to exceed
     $25,000,000 at any time outstanding.

          9.06    Dividends; etc. The Borrower will not, and will not permit any
of its Subsidiaries to, declare or pay any dividends or return any capital to,
its stockholders or other equityholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders or
other equityholders as such, or redeem, retire, purchase or otherwise acquire,
directly or indirectly, for a consideration, any shares of any class of its
Equity Interests, now or hereafter outstanding (or any warrants for or options
or stock appreciation rights in respect of any of such shares), or set aside any
funds for any of the foregoing purposes, and the Borrower will not permit any of
its Subsidiaries to purchase or otherwise acquire for consideration any shares
of any class of the Equity Interests of the Borrower or any other

<PAGE>

Subsidiary, as the case may be, now or hereafter outstanding (or any options or
warrants or stock appreciation rights issued by such Person with respect to its
Equity Interests) (all of the foregoing, except to the extent paid by such
Person to its shareholders with the common stock of such Person, "Dividends"),
except that:

          (i)     any Subsidiary of the Borrower may pay Dividends to the
     Borrower or any Subsidiary Guarantor;

          (ii)    the Borrower may redeem or purchase shares of Borrower Common
     Stock or options to purchase Borrower Common Stock, as the case may be,
     held by former employees of the Borrower or any of its Subsidiaries
     following the termination of their employment (by death, disability or
     otherwise), provided that (x) the only consideration paid by the Borrower
     in respect of such redemptions and/or purchases shall be cash, forgiveness
     of liabilities and/or Shareholder Subordinated Notes, (y) the sum of (A)
     the aggregate amount paid by the Borrower in cash in respect of all such
     redemptions and/or purchases plus (B) the aggregate amount of liabilities
     so forgiven and (C) the aggregate amount of all cash principal and interest
     payments made on Shareholder Subordinated Notes, in each case after the
     Initial Borrowing Date, shall not exceed $10,000,000, and (z) at the time
     of any cash payment or forgiveness of liabilities permitted to be made
     pursuant to this Section 9.06(ii), including any cash payment under a
     Shareholder Subordinated Note, no Default or Event of Default shall then
     exist or result therefrom;

          (iii)   so long as no Default or Event of Default exists or would
     result therefrom, the Borrower may pay regularly accruing cash Dividends on
     Disqualified Preferred Stock issued pursuant to Section 9.13(c), with such
     Dividends to be paid in accordance with the terms of the respective
     certificate of designation therefor;

          (iv)    any Subsidiary of the Borrower that is not a Wholly-Owned
     Subsidiary may pay cash Dividends to its shareholders or partners
     generally, so long as the Borrower or its respective Subsidiary which owns
     the equity interest or interests in the Subsidiary paying such Dividends
     receives at least its proportionate share thereof (based upon its relative
     holdings of equity interest in the Subsidiary paying such Dividends and
     taking into account the relative preferences, if any, of the various
     classes of equity interests in such Subsidiary or the terms of any
     agreements applicable thereto);

          (v)     the Borrower may pay regularly accruing Dividends with respect
     to Qualified Preferred Stock through the issuance of additional shares of
     Qualified Preferred Stock (but not in cash) in accordance with the terms of
     the documentation governing the same;

          (vi)    the Borrower may from time to time repurchase outstanding
     shares of Borrower Common Stock with cash and/or pay cash Dividends on
     Borrower Common Stock, so long as (x) no Default or Event of Default then
     exists or would result therefrom and (y) the aggregate amount of cash
     expended to make or pay Dividends pursuant to this clause (vi) after the
     Initial Borrowing Date shall not exceed $20,000,000;

<PAGE>

          (vii)   the Borrower may from time to time repurchase outstanding
     shares of Borrower Common Stock with cash and/or pay cash Dividends on
     Borrower Common Stock, so long as (x) no Default or Event of Default then
     exists or would result therefrom and (y) the aggregate amount of cash
     expended to make or pay Dividends pursuant to this clause (vii) shall not
     exceed the Excess Proceeds Amount then in effect; and

          (viii)  the Borrower may repurchase outstanding shares of Borrower
     Common Stock with cash and/or pay cash Dividends on Borrower Common Stock
     with the proceeds of issuances of Permitted Senior Subordinated Notes, so
     long as (x) no Default or Event of Default then exists or would exist after
     giving effect to the respective Dividend, (y) either (I) calculations are
     made by the Borrower of compliance with an Adjusted Total Leverage Ratio
     not to exceed 2.25:1.0, determined on a Pro Forma Basis after giving effect
     to the respective issuance of Permitted Senior Subordinated Notes (as if
     such issuance of Permitted Senior Subordinated Notes had been consummated
     on the first day of the respective Calculation Period) or (II) the Borrower
     shall have satisfied the Minimum Ratings Condition on such date (after
     giving effect to the respective issuance of Permitted Senior Subordinated
     Notes) and (z) the Borrower shall furnish to the Administrative Agent a
     certificate from an Authorized Officer of the Borrower certifying to the
     best of his or her knowledge as to compliance with the requirements of this
     Section 9.06(viii) and, if applicable, containing the calculations required
     by the preceding clause (y)(I).

          9.07    Transactions with Affiliates and Unrestricted Subsidiaries.
The Borrower will not, and will not permit any of its Subsidiaries to, enter
into any transaction or series of transactions with any Affiliate of the
Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries
other than on terms and conditions substantially as favorable to the Borrower or
such Subsidiary as would be reasonably expected to be obtainable by the Borrower
or such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate; provided, that the following shall in any event
be permitted: (i) the Transaction and transactions consummated pursuant to the
Transaction (as defined in the Existing Credit Agreement); (ii) transactions by
Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted; (iii) so long as no
Default or Event of Default is then in existence or would result therefrom, the
payment, on a quarterly basis, of management fees to Apollo Group in an
aggregate amount not to exceed $125,000 in any fiscal quarter of the Borrower
pursuant to, and in accordance with the terms of, the Apollo Management
Agreement, provided that if during any fiscal quarter of the Borrower, a Default
or Event of Default is in existence and such management fees cannot be paid as
provided above, such fees shall continue to accrue and may be paid at such time
as all Defaults and Events of Default have been cured or waived and so long as
no Default or Event of Default will exist immediately after giving effect to the
payment thereof; (iv) customary fees to non-officer directors of the Borrower
and its Subsidiaries; (v) the Borrower and its Subsidiaries may enter into
employment arrangements with respect to the procurement of services with their
respective officers and employees in the ordinary course of business; (vi) the
reimbursement of Apollo Group for its reasonable out-of-pocket expenses incurred
in connection with performing management services to the Borrower and its
Subsidiaries pursuant to the Apollo Management Agreement or in connection with
the Transaction; (vii) so long as no Default or Event of Default is then in
existence or would result therefrom, the payment to Apollo Group of merger
advisory fees for each Permitted Acquisition in an amount not to exceed 1% of
the fair market value of the

<PAGE>

business or assets acquired pursuant to such Permitted Acquisition (determined
in good faith by senior management of the Borrower); and (viii) the payment of
consulting, management or other fees to the Borrower or any Subsidiary Guarantor
by any of their respective Subsidiaries in the ordinary course of business. In
no event shall any management, consulting or similar fee be paid or payable by
the Borrower or any of its Subsidiaries to any Affiliate of the Borrower except
as specifically provided in this Section 9.07.

          9.08    Designated Senior Debt. The Borrower shall not designate any
Indebtedness (other than the Obligations) as "Designated Senior Debt" (as
defined in the Senior Subordinated Notes Indenture and, on and after the
execution and delivery thereof, any agreement relating to Permitted Subordinated
Indebtedness or the Permitted Senior Subordinated Notes).

          9.09    Consolidated Interest Coverage Ratio. The Borrower will not
permit the Consolidated Interest Coverage Ratio for any Test Period ending on
the last day of any fiscal quarter of the Borrower specified below to be less
than the ratio set forth opposite such fiscal quarter below:

                  Fiscal Quarter Ended Closest to               Ratio
                  -------------------------------             --------
                  September 30, 2003                          4.00:1.0
                  December 31, 2003                           4.00:1.0
                  March 31, 2004                              4.00:1.0
                  June 30, 2004                               4.00:1.0
                  September 30, 2004                          4.00:1.0
                  December 31, 2004                           4.00:1.0
                  March 31, 2005                              4.25:1.0
                  June 30, 2005                               4.25:1.0
                  September 30, 2005                          4.25:1.0
                  December 31, 2005                           4.25:1.0
                  March 31, 2006                              4.50:1.0
                  Thereafter                                  4.50:1.0

Notwithstanding anything to the contrary contained in this Agreement, all
calculations of compliance with this Section 9.09 shall be made on a Pro Forma
Basis.

          9.10    Adjusted Total Leverage Ratio. The Borrower will not permit
the Adjusted Total Leverage Ratio on the last day of any fiscal quarter
specified below to exceed the respective ratio set forth opposite such fiscal
quarter below:

                  Fiscal Quarter Ended Closest to               Ratio
                  -------------------------------             --------
                  September 30, 2003                          3.50:1.0
                  December 31, 2003                           3.50:1.0
                  March 31, 2004                              3.50:1.0
                  June 30, 2004                               3.50:1.0
                  September 30, 2004                          3.25:1.0
                  December 31, 2004                           3.25:1.0

<PAGE>

                  March 31, 2005                              3.25:1.0
                  June 30, 2005                               3.25:1.0
                  September 30, 2005                          3.00:1.0
                  December 31, 2005                           3.00:1.0
                  March 31, 2006                              3.00:1.0
                  June 30, 2006                               3.00:1.0
                  September 30, 2006                          2.75:1.0
                  December 31, 2006                           2.75:1.0
                  Thereafter                                  2.50:1.0

Notwithstanding anything contrary contained above or elsewhere in this
Agreement, (i) all calculations of compliance with this Section 9.10 shall be
made on a Pro Forma Basis and (ii) in no event shall the Adjusted Total Leverage
Ratio be greater than the Maximum Permitted Acquisition Leverage Ratio upon the
consummation of, and after giving effect on a Pro Forma Basis to, any Permitted
Acquisition.

          9.11    Capital Expenditures. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year of the Borrower set forth below, the Borrower and its
Subsidiaries may make Capital Expenditures, so long as the aggregate amount of
such Capital Expenditures does not exceed in any fiscal year of the Borrower set
forth below the sum of (x) the amount set forth opposite such fiscal year below
plus (y) for each Acquired Business acquired after the Effective Date and prior
to the first day of the respective fiscal year set forth below, 15% of the
Acquired EBITDA of such Acquired Business for the trailing twelve months of such
Acquired Business immediately preceding its acquisition for which financial
statements have been made available to the Borrower and the Lenders plus (z) for
each Acquired Business acquired during the respective fiscal year, the amount
for such Acquired Business specified in preceding clause (y) multiplied by a
percentage, the numerator of which is the number of days in the fiscal year
after the date of the respective acquisition and the denominator of which is 365
or 366, as the case may be:

                  Fiscal Year Ending Closest to               Amount
                  -------------------------------             --------
                  December 31, 2003                         $10,000,000
                  December 31, 2004                         $12,000,000
                  December 31, 2005                         $12,000,000
                  December 31, 2006                         $15,000,000
                  December 31, 2007                         $15,000,000
                  December 31, 2008                         $15,000,000
                  December 31, 2009                         $15,000,000
                  December 31, 2010                         $15,000,000

          (b)     Notwithstanding the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its Subsidiaries
pursuant to clause (a) above in any fiscal year of the Borrower (before giving
effect to any increase in such permitted expenditure amount pursuant to this
clause (b)) is greater than the amount of such Capital Expenditures made by the
Borrower and its Subsidiaries during such fiscal year, such excess (the

<PAGE>

"Rollover Amount") may be carried forward and utilized to make Capital
Expenditures in succeeding fiscal years, provided that in no event shall the
Rollover Amount available to be utilized in succeeding fiscal years exceed
$5,000,000 at any time.

          (c)     Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make Capital Expenditures (which Capital Expenditures will not
be included in any determination under the foregoing clause (a)) with the
insurance proceeds received by the Borrower or any of its Subsidiaries from any
Recovery Event so long as such Capital Expenditures are used to replace or
restore any properties or assets in respect of which such proceeds were paid
within the time periods specified by Section 4.02(f), in each case to the extent
such insurance proceeds do not require, or result in, a mandatory repayment of
Term Loans and/or a mandatory reduction to the Total Term Loan Commitment and/or
the Total Revolving Loan Commitment pursuant to Section 4.02(f).

          (d)     Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make Capital Expenditures (which Capital Expenditures will not
be included in any determination under the foregoing clause (a)) with the Net
Sale Proceeds of Asset Sales, to the extent such Net Sale Proceeds do not
require, or result in, a mandatory repayment of Term Loans and/or a mandatory
reduction to the Total Term Loan Commitment and/or the Total Revolving Loan
Commitment pursuant to Section 4.02(c) and such proceeds are reinvested as
required by said Section 4.02(c).

          (e)     Notwithstanding the foregoing, the Borrower and its
Wholly-Owned Domestic Subsidiaries may make Capital Expenditures (which Capital
Expenditures will not be included in any determination under the foregoing
clause (a)) constituting Permitted Acquisitions effected in accordance with the
requirements of Section 9.02(h).

          (f)     Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under foregoing clause
(a)) consisting of IT Upgrade Expenditures at any time and from time to time, so
long as the aggregate amount of such additional Capital Expenditures made by the
Borrower and its Subsidiaries pursuant to this clause (f) after the Effective
Date does not exceed $15,000,000 (it being understood that IT Upgrade
Expenditures may exceed the amounts set forth in this clause (f) so long as the
Capital Expenditures made in connection therewith are independently justified
under clause (a) or (b) above).

          9.12    Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Issuances of Capital Stock; etc. The Borrower will not, and
will not permit any of its Subsidiaries to:

          (i)     amend or modify, or permit the amendment or modification of,
     any provision of any Shareholder Subordinated Note, any Scheduled Existing
     Indebtedness, or, after the incurrence or issuance thereof, any Qualified
     Preferred Stock, Disqualified Preferred Stock or Permitted Debt (other than
     the Permitted Senior Subordinated Notes Documents) or of any agreement
     (including, without limitation, any purchase agreement, indenture, loan
     agreement, security agreement or certificate of designation) relating

<PAGE>

     thereto in a manner that could reasonably be expected to in any way be
     adverse to the interests of the Lenders;

          (ii)    make (or give any notice in respect of) any voluntary or
     optional payment or prepayment on or redemption, repurchase or acquisition
     for value of (including, without limitation, by way of depositing with the
     trustee with respect thereto or any other Person money or securities before
     due for the purpose of paying when due), or any prepayment or redemption as
     a result of any asset sale, change of control or similar event of, any
     Senior Subordinated Notes (except, in the case of the Senior Subordinated
     Notes, pursuant to the Senior Subordinated Notes Refinancing), any
     Permitted Subordinated Indebtedness or any Permitted Senior Subordinated
     Notes; provided that, so long as no Default or Event of Default then exists
     or would result therefrom, (x) the Borrower and its Subsidiaries may make
     payments and prepayments in connection with Scheduled Existing Indebtedness
     and (y) Exchange Permitted Senior Subordinated Notes may be issued as
     contemplated by the definition of Senior Subordinated Notes and consistent
     with the definition of Exchange Permitted Senior Subordinated Notes;

          (iii)   make (or give any notice in respect of) any principal or
     interest payment on, or any redemption or acquisition for value of, any
     Shareholder Subordinated Note, except to the extent permitted by Section
     9.06(ii);

          (iv)    amend or modify, or permit the amendment or modification of,
     any provision of any Senior Subordinated Notes Document or, on and after
     the execution and delivery thereof, any Permitted Senior Subordinated Notes
     Document; or

          (v)     amend, modify or change in any way which could reasonably be
     expected to be adverse to the interests of the Lenders in any material
     respect any Tax Allocation Agreement, any Management Agreement, any APL
     Limited Agreement, its certificate of incorporation (including, without
     limitation, by the filing or modification of any certificate of designation
     other than any certificates of designation relating to Qualified Preferred
     Stock or Disqualified Preferred Stock issued as permitted herein), by-laws,
     certificate of partnership, partnership agreement, certificate of limited
     liability company, limited liability company agreement or any agreement
     entered into by it, with respect to its capital stock or other Equity
     Interest (including any Shareholders' Agreement), or enter into any new Tax
     Allocation Agreement, Management Agreement or agreement with respect to its
     capital stock or other Equity Interest which could reasonably be expected
     to in any way be adverse to the interests of the Lenders or, in the case of
     any Management Agreement, which involves the payment by the Borrower or any
     of its Subsidiaries of any amount which could give rise to a violation of
     this Agreement; provided that the foregoing clause shall not restrict the
     ability of the Borrower and its Subsidiaries to amend their respective
     certificates of incorporation (or equivalent organizational documents) to
     authorize the issuance of Equity Interests otherwise permitted to be issued
     pursuant to the terms of this Agreement.

          9.13    Limitation on Issuance of Equity Interests. (a) The Borrower
will not, and will not permit any of its Subsidiaries to, issue (i) any
Preferred Stock (other than Preferred Stock issued pursuant to clauses (c), (d)
and (e) below) or any options, warrants or rights to

<PAGE>

purchase Preferred Stock or (ii) any redeemable common Equity Interests unless,
in either case, the issuance thereof is, and all terms thereof are, satisfactory
to the Required Lenders in their sole discretion.

          (b)     The Borrower shall not permit any of its Subsidiaries to issue
any Equity Interests (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, Equity
Interests, except (i) for transfers and replacements of then outstanding shares
of Equity Interests, (ii) for stock splits, stock dividends and additional
issuances which do not decrease the percentage ownership of the Borrower or any
of its Subsidiaries in any class of the Equity Interests of such Subsidiaries,
(iii) to qualify directors to the extent required by applicable law, (iv)
Subsidiaries formed after the Initial Borrowing Date pursuant to Section 9.15
may issue Equity Interests in accordance with the requirements of Section 9.15
and (v) that Subsidiaries may issue common stock to the Borrower and its
Subsidiaries in connection with any transaction permitted by Section 9.05(o) or
(p). All Equity Interests issued in accordance with this Section 9.13(b) shall,
to the extent owned by any Credit Party and required by the U.S. Pledge
Agreement, be delivered to the Collateral Agent for pledge pursuant to the U.S.
Pledge Agreement.

          (c)     The Borrower may issue Disqualified Preferred Stock so long as
(i) no Default or Event of Default then exists or would exist immediately after
giving effect to the respective issuance, (ii) the aggregate liquidation
preference for all Disqualified Preferred Stock issued after the Initial
Borrowing Date pursuant to this Section 9.13(c) shall not to exceed, when
combined with the aggregate principal amount of all then outstanding
Indebtedness permitted by Section 9.04(k), $35,000,000, (iii) with respect to
each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom
(or in the case of Disqualified Preferred Stock directly issued as consideration
for a Permitted Acquisition, the fair market value thereof (as determined in
good faith by the Borrower) of the assets received therefor) shall not exceed
the liquidation preference thereof at the time of issuance, (iv) calculations
are made by the Borrower of compliance with the covenants contained in Sections
9.09 and 9.10 for the Calculation Period most recently ended prior to the date
of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis
after giving effect to the respective issuance of Disqualified Preferred Stock,
and such calculations shall show that such financial covenants would have been
complied with if such issuance of Disqualified Preferred Stock had been
consummated on the first day of the respective Calculation Period, and (v) the
Borrower shall furnish to the Administrative Agent a certificate by an
Authorized Officer of the Borrower certifying to the best of his or her
knowledge as to compliance with the requirements of this Section 9.13(c) and
containing the pro forma calculations required by the preceding clause (iv).

          (d)     The Borrower may issue Qualified Preferred Stock (x) in
payment of regularly accruing dividends on theretofore outstanding shares of
Qualified Preferred Stock as contemplated by Section 9.06(v) and (y) so long as,
with respect to each other issue of Qualified Preferred Stock, the Borrower
receives reasonably equivalent consideration (as determined in good faith by the
Borrower).

          9.14    Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the ability of any such

<PAGE>

Subsidiary to (x) pay dividends or make any other distributions on its Equity
Interests or any other interest or participation in its profits owned by the
Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the
Borrower or a Subsidiary of the Borrower, (y) make loans or advances to the
Borrower or any Subsidiary of the Borrower or (z) transfer any of its properties
or assets to the Borrower or any of its Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (i) applicable law,
(ii) this Agreement and the other Credit Documents, (iii) the provisions
contained in the Scheduled Existing Indebtedness, (iv) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest
of the Borrower or a Subsidiary of the Borrower entered into in the ordinary
course of business and consistent with past practices, (v) customary provisions
restricting assignment of any contract entered into by the Borrower or any
Subsidiary of the Borrower in the ordinary course of business, (vi) any
agreement or instrument governing Permitted Acquired Debt, which encumbrance or
restriction is not applicable to any Person or the properties or assets of any
Person, other than the Person or the properties or assets of the Person acquired
pursuant to the respective Permitted Acquisition and so long as the respective
encumbrances or restrictions were not created (or made more restrictive) in
connection with or in anticipation of the respective Permitted Acquisition,
(vii) customary provisions restricting the assignment of licensing agreements,
management agreements or franchise agreements entered into by the Borrower or
any of its Subsidiaries in the ordinary course of business; (viii) restrictions
applicable to any Joint Venture that is a Subsidiary existing at the time of the
acquisition thereof as a result of an Investment pursuant to Section 9.05 or a
Permitted Acquisition effected in accordance with Section 8.14, provided that
the restrictions applicable to the respective such Joint Venture are not made
worse, or more burdensome, from the perspective of the Borrower and its
Subsidiaries, than those as in effect immediately before giving effect to the
consummation of the respective Investment or Permitted Acquisition, (ix) any
restriction or encumbrance with respect to a Subsidiary imposed pursuant to an
agreement which has been entered into for the sale or disposition of all or
substantially all of the Equity Interests or assets of such Subsidiary, so long
as such sale or disposition of all or substantially all of the Equity Interests
or assets of such Subsidiary is permitted under this Agreement, (x) the
documentation governing Permitted Subordinated Indebtedness, (xi) the Senior
Subordinated Note Documents, (xii) on and after the execution and delivery
thereof, the Permitted Senior Subordinated Note Documents, (xiii) restrictions
on the transfer of any asset pending the close of the sale of such asset, so
long as such sale is permitted under this Agreement, (xiv) restrictions on the
transfer of assets securing purchase money obligations and Capitalized Lease
obligations otherwise permitted under this Agreement, and (xv) customary net
worth provisions contained in Real Property leases entered into by Subsidiaries
of the Borrower, so long as the Borrower has determined in good faith that such
net worth provisions could not reasonably be expected to impair the ability of
the Borrower and its Subsidiaries to meet their ongoing obligations (including
those under this Agreement, the Senior Subordinated Notes and any Permitted
Debt).

          9.15    Limitation on the Creation of Subsidiaries, Joint Ventures and
Unrestricted Subsidiaries. (a) Notwithstanding anything to the contrary
contained in this Agreement, the Borrower will not, and will not permit any of
its Subsidiaries to, establish, create or acquire after the Initial Borrowing
Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures
permitted to be established in accordance with the requirements of Section
9.05(k) or (q)); provided that (A) the Borrower, any of its Wholly-Owned
Domestic Subsidiaries and any Unrestricted Subsidiary shall be permitted to
establish or create an Unrestricted Subsidiary, so

<PAGE>

long as (i) if a Domestic Unrestricted Subsidiary of the Borrower, all of the
Equity Interests or other Equity Interests of such new Domestic Unrestricted
Subsidiary owned by the Borrower or any such Wholly-Owned Domestic Subsidiary
shall be pledged pursuant to the U.S. Pledge Agreement and the certificates
representing such stock or other Equity Interests, together with appropriate
powers duly executed in blank, shall be delivered to the Collateral Agent, (ii)
if a Foreign Unrestricted Subsidiary of the Borrower, all of the capital stock
or other Equity Interests of such new Foreign Unrestricted Subsidiary owned by
the Borrower or any such Wholly-Owned Domestic Subsidiary (except that not more
than 65% of the outstanding voting stock of any Foreign Unrestricted Subsidiary
need be so pledged, except in the circumstances contemplated by Section 8.12)
shall be pledged pursuant to the U.S. Pledge Agreement and the certificates
representing such stock or other Equity Interests, together with appropriate
transfer powers duly executed in blank, shall be delivered to the Collateral
Agent and (iii) all Investments by the Borrower and its Subsidiaries in any
Unrestricted Subsidiary are permitted pursuant to Section 9.05(k), (B) the
Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or
create Wholly-Owned Subsidiaries so long as, in each case, (i) at least 10 days'
prior written notice thereof is given to the Administrative Agent (or such
shorter period of time as is acceptable to the Administrative Agent), (ii) the
capital stock or other Equity Interests of such new Subsidiary are promptly
pledged pursuant to, and to the extent required by, this Agreement and the U.S.
Pledge Agreement and the certificates, if any, representing such stock or other
Equity Interests, together with stock or other appropriate powers duly executed
in blank, are delivered to the Collateral Agent, (iii) in the case of a Domestic
Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the
Subsidiaries Guaranty, the U.S. Pledge Agreement and the relevant Security
Documents, (iv) in the case of any Foreign Subsidiary, such new Foreign
Subsidiary promptly executes a counterpart of the Subsidiaries Guaranty, the
U.S. Pledge Agreement and the Security Agreement (or similar document) to the
extent required pursuant to Section 8.12, and (v) to the extent requested by the
Administrative Agent or the Required Lenders, such new Subsidiary takes all
actions required pursuant to Section 8.11 and (C) Subsidiaries may be acquired
pursuant to Permitted Acquisitions so long as, in each such case (i) with
respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted
Acquisition, the actions specified in preceding clauses (B) and (C), as
applicable, shall be taken and (ii) with respect to each Subsidiary which is not
a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition,
all capital stock or other Equity Interests thereof owned by any Credit Party
shall be pledged pursuant to the U.S. Pledge Agreement. In addition, each new
Subsidiary that is required to execute any Credit Document shall execute and
deliver, or cause to be executed and delivered, all other relevant documentation
of the type described in Section 5 as such new Subsidiary would have had to
deliver if such new Subsidiary were a Credit Party on the Initial Borrowing
Date.

          (b)     The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, enter into any Joint Venture, except to the extent permitted by
Section 9.05(k) or (q).

          SECTION 10. Events of Default. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

          10.01   Payments. The Borrower shall (i) default in the payment when
due of any principal of the Loans or (ii) default, and such default shall
continue for three or more Business

<PAGE>

Days, in the payment when due of any Unpaid Drawing, any interest on the Loans
or any Fees or any other amounts owing hereunder or under any other Credit
Document; or

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

          10.03   Covenants. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(f)(i), 8.10, 8.13, 8.14, 8.17 or 9, or (b) default in the due
performance or observance by it of any term, covenant or agreement (other than
those referred to in Section 10.01, 10.02 or clause (a) of this Section 10.03)
contained in this Agreement and such default shall continue unremedied for a
period of at least 30 days after notice to the defaulting party by the
Administrative Agent or the Required Lenders; or

          10.04   Default Under Other Agreements. (a) The Borrower or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in the
instrument or agreement under which Indebtedness was created or (ii) default in
the observance or performance of any agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause (determined without regard to whether any notice is
required), any such Indebtedness to become due prior to its stated maturity; or
(b) any Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or shall be required to be
prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment (unless such required prepayment or mandatory prepayment
results from a default thereunder or an event of the type that constitutes an
Event of Default), prior to the stated maturity thereof; provided, that it shall
not constitute an Event of Default pursuant to clause (a) or (b) of this Section
10.04 unless the principal amount of any one issue of such Indebtedness, or the
aggregate amount of all such Indebtedness referred to in clauses (a) and (b)
above, exceeds $3,500,000 at any one time; or

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

<PAGE>

Borrower or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered;
or the Borrower or any of its Subsidiaries suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or the Borrower or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate action is taken by the Borrower or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or

          10.06   ERISA. (a) (i) Any Plan or Multiemployer Plan shall fail to
satisfy the minimum funding standard required for any plan year or part thereof
under Section 412 of the Code or Section 302 of ERISA or a waiver of such
standard or extension of any amortization period is sought or granted under
Section 412 of the Code or Section 303 or 304 of ERISA, (ii) a Reportable Event
shall have occurred, (iii) a contributing sponsor (as defined in Section
4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to
the advance reporting requirement of PBGC Regulation Section 4043.61 (without
regard to subparagraph (b)(1) thereof) and an event described in subsection .62,
..63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be
reasonably expected to occur within the following 30 days, (iv) any Plan which
is subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, (v) any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, (vi) any Plan shall have an Unfunded
Current Liability, (vii) a contribution required to be made by the Borrower or
any Subsidiary of the Borrower with respect to a Plan, a Multiemployer Plan or a
Foreign Pension Plan has not been timely made, (viii) the Borrower or any
Subsidiary of the Borrower has incurred or is likely to incur any liability to
or on account of a Plan or Multiemployer Plan under Section 409, 502(i) or
502(1) of ERISA or Section 4975 of the Code, (ix) the Borrower or any Subsidiary
of any Borrower or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Plan under Section 4062, 4063, 4064, 4069 of
ERISA or Section 401(a)(29) or 4971 of the Code or on account of a group health
plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code)
under Section 4980B of the Code, (x) the Borrower or any Subsidiary of the
Borrower or any ERISA Affiliate has incurred or is likely to incur any liability
to or on account of a Multiemployer Plan under Section 515, 4201, 4204 or 4212
of ERISA; or (ix) the Borrower or any Subsidiary of the Borrower has incurred or
is likely to incur liabilities pursuant to one or more employee welfare benefit
plans (as defined in Section 3(1) of ERISA) that provide benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or pursuant to any Plan or Foreign Pension Plan; (b) there shall result
from any such event or events the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability;
and (c) such lien, security interest or liability, individually, and/or in the
aggregate, in the opinion of the Required Lenders, has had, or could reasonably
be expected to have, a Material Adverse Effect; or

          10.07   Security Documents. (a) Any Security Document shall cease to
be in full force and effect, or shall cease to give the Collateral Agent the
Liens, rights, powers and privileges purported to be created thereby in favor of
the Collateral Agent, superior to and prior to the rights of all third Persons
(except as permitted by Section 9.03), and subject to no other Liens (except as
permitted by Section 9.03), or (b) any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or

<PAGE>

observed pursuant to any such Security Document and such default shall continue
beyond any cure or grace period specifically applicable thereto pursuant to the
terms of any such Security Document; or

          10.08   Guaranties. Any Guaranty or any provision thereof shall cease
to be in full force and effect, or any Guarantor or any Person acting by or on
behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under the relevant Guaranty or any Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any Guaranty; or

          10.09   Judgments. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving a liability (to the
extent not paid or not fully covered by insurance) in excess of $5,000,000 for
all such judgments and decrees and all such judgments or decrees shall not have
been vacated, discharged or stayed or bonded pending appeal within 60 days from
the entry thereof; or

          10.10   Ownership. A Change of Control Event shall have occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of any Agent or
any Lender to enforce its claims against any Guarantor or the Borrower, except
as otherwise specifically provided for in this Agreement (provided, that if an
Event of Default specified in Section 10.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i), (ii) and (iii) below shall
occur automatically without the giving of any such notice): (i) declare the
Total Commitment terminated, whereupon the Commitment of each Lender shall
forthwith terminate immediately and any Commitment Fees shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and all Obligations owing
hereunder (including Unpaid Drawings) to be, whereupon the same shall become,
forthwith due and payable by the Borrower without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower;
(iii) enforce, as Collateral Agent (or direct the Collateral Agent to enforce),
any or all of the Liens and security interests created pursuant to the Security
Documents; (iv) terminate any Letter of Credit which may be terminated in
accordance with its terms; (v) direct the Borrower to pay (and the Borrower
hereby agrees upon receipt of such notice, or upon the occurrence of any Event
of Default specified in Section 10.05, to pay) to the Collateral Agent at the
Payment Office such additional amounts of cash, to be held as security for the
Borrower's reimbursement obligations in respect of Letters of Credit then
outstanding, equal to the aggregate Stated Amount of all Letters of Credit then
outstanding; and (vi) apply any cash collateral as provided in Section 4.02.

<PAGE>

          SECTION 11. Definitions. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

          "Acquired Business" shall mean any Person or business, division or
product line acquired pursuant to a Permitted Acquisition.

          "Acquired EBITDA" shall mean, for any Acquired Business for any
period, the Consolidated EBITDA as determined for such Acquired Business on a
basis substantially the same (with necessary reference changes) as provided in
the first sentence of the definition of Consolidated EBITDA contained herein,
except that (i) all references therein and in the component definitions used in
determining Consolidated EBITDA to "the Borrower and its Subsidiaries" shall be
deemed to be references to the respective Acquired Business and (ii) the
adjustments contained in clauses (ii) and (iii) of the definition of
Consolidated EBITDA shall not be made. All calculations of Acquired EBITDA shall
be made on a Pro Forma Basis (for such purpose treating (x) each reference to
"Consolidated EBITDA" contained in the definition of Pro Forma Basis as if it
were a reference to "Acquired EBITDA", (y) clause (v) of said definition as if
same applied to a determination of Acquired EBITDA for purposes of Section 9.11,
and (z) the text "the two fiscal quarters comprising the respective Test Period"
appearing in clause (v) of said definition as if same were a reference to "the
trailing twelve month period immediately preceding the respective Permitted
Acquisition" and disregarding subclauses (y) and (z) of clause (v) of said
definition).

          "Acquired Person" shall have the meaning provided in the definition of
Permitted Acquisition.

          "Additional Security Documents" shall have the meaning provided in
Section 8.11.

          "Adjusted Certificate of Deposit Rate" shall mean, on any day, the sum
(rounded to the nearest 1/100 of 1%) of (1) the rate obtained by dividing (x)
the most recent weekly average dealer offering rate for negotiable certificates
of deposit with a three-month maturity in the secondary market as published in
the most recent Federal Reserve System publication entitled "Select Interest
Rates", published weekly on Form H.15 as of the date hereof, or if such
publication or a substitute containing the foregoing rate information shall not
be published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Administrative Agent on the basis of quotations
for such certificates received by it from three certificate of deposit dealers
in New York of recognized standing or, if such quotations are unavailable, then
on the basis of other sources reasonably selected by the Administrative Agent,
by (y) a percentage equal to 100% minus the stated maximum rate of all reserve
requirements as specified in Regulation D applicable on such day to a
three-month certificate of deposit of a member bank of the Federal Reserve
System in excess of $100,000 (including, without limitation, any marginal,
emergency, supplemental, special or other reserves), plus (2) the then daily net
annual assessment rate as estimated by the Administrative Agent for determining
the current annual assessment payable by DBTCA to the Federal Deposit Insurance
Corporation for insuring three month certificates of deposit.

<PAGE>

          "Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus, without duplication, (i) the sum
of the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense
but excluding any net non-cash charges reflected in Adjusted Consolidated
Working Capital) and net non-cash losses which were included in arriving at
Consolidated Net Income for such period less (ii) all net non-cash gains
(exclusive of items reflected in Adjusted Consolidated Working Capital) included
in arriving at Consolidated Net Income for such period.

          "Adjusted Consolidated Working Capital" at any time shall mean
Consolidated Current Assets (but excluding therefrom all cash and Cash
Equivalents) less Consolidated Current Liabilities.

          "Adjusted Excess Cash Flow" shall mean, for any period, the remainder
of (i) Excess Cash Flow for such period minus (ii) the product of (I) the
aggregate amount of principal repayments of Loans to the extent (and only to the
extent) that such repayments were (x) required as a result of a Scheduled
Repayment under Section 4.02(b) or (y) made as a voluntary prepayment pursuant
to Section 4.01 with internally generated funds (but in a case of a voluntary
prepayment of Revolving Loans, only to the extent accompanied by a voluntary
reduction to the Total Revolving Loan Commitment) during such period multiplied
by (II) the quotient of (x) 100% divided by (y) the Applicable Excess Cash Flow
Percentage in effect on the relevant Excess Cash Flow Payment Date for such
period.

          "Adjusted RL Percentage" shall mean (x) at a time when no Lender
Default exists, for each Lender, such Lender's RL Percentage and (y) at a time
when a Lender Default exists, (i) for each Lender that is a Defaulting Lender,
zero and (ii) for each Lender that is a Non-Defaulting Lender, the percentage
determined by dividing such Lender's Revolving Loan Commitment at such time by
the Adjusted Total Revolving Loan Commitment at such time, it being understood
that all references herein to Revolving Loan Commitments and the Adjusted Total
Revolving Loan Commitment at a time when the Total Revolving Loan Commitment or
Adjusted Total Revolving Loan Commitment, as the case may be, has been
terminated shall be references to the Revolving Loan Commitments or Adjusted
Total Revolving Loan Commitment, as the case may be, in effect immediately prior
to such termination, provided that (A) no Lender's Adjusted RL Percentage shall
change upon the occurrence of a Lender Default from that in effect immediately
prior to such Lender Default if after giving effect to such Lender Default, and
any repayment of Revolving Loans and Swingline Loans at such time pursuant to
Section 4.02(a) or otherwise, the sum of (i) the aggregate outstanding principal
amount of Revolving Loans of all Non-Defaulting Lenders, plus (ii) the aggregate
outstanding principal amount of Swingline Loans, plus (iii) the Letter of Credit
Outstandings, exceed the Adjusted Total Revolving Loan Commitment; (B) the
changes to the Adjusted RL Percentage that would have become effective upon the
occurrence of a Lender Default but that did not become effective as a result of
the preceding clause (A) shall become effective on the first date after the
occurrence of the relevant Lender Default on which the sum of (i) the aggregate
outstanding principal amount of the Revolving Loans of all Non-Defaulting
Lenders, plus (ii) the aggregate outstanding principal amount of Swingline
Loans, plus (iii) the Letter of Credit Outstandings, is equal to or less than
the Adjusted Total Revolving Loan Commitment; and (C) if (i) a Non-Defaulting
Lender's Adjusted RL Percentage is changed pursuant to the preceding clause (B)
and (ii) any repayment of such Lender's Revolving Loans or of Unpaid Drawings or
of

<PAGE>

Swingline Loans that were made during the period commencing after the date of
the relevant Lender Default and ending on the date of such change to its
Adjusted RL Percentage must be returned to the Borrower as a preferential or
similar payment in any bankruptcy or similar proceeding of the Borrower, then
the change to such Non-Defaulting Lender's Adjusted RL Percentage effected
pursuant to said clause (B) shall be reduced to that positive change, if any, as
would have been made to its Adjusted RL Percentage if (x) such repayments had
not been made and (y) the maximum change to its Adjusted RL Percentage would
have resulted in the sum of the outstanding principal of Revolving Loans made by
such Lender plus such Lender's new Adjusted RL Percentage of the outstanding
principal amount of Swingline Loans and of Letter of Credit Outstandings
equaling such Lender's Revolving Loan Commitment at such time.

          "Adjusted Senior Leverage Ratio" shall mean the Adjusted Total
Leverage Ratio, except that references to "Consolidated Debt" and "Adjusted
Total Leverage Ratio" therein shall instead be references to "Consolidated
Senior Debt" and "Adjusted Senior Leverage Ratio", respectively.

          "Adjusted Total Leverage Ratio" shall mean, on any date, the ratio of
(i) Consolidated Debt on such date to (ii) Consolidated EBITDA for the Test
Period most recently ended on or prior to such date. All calculations of the
Adjusted Total Leverage Ratio shall be made on a Pro Forma Basis, with
determinations of Adjusted Total Leverage Ratio to give effect to all
adjustments (including, without limitation, those specified in clauses (iv) and
(v)) contained in the definition of "Pro Forma Basis" contained herein.

          "Adjusted Total Revolving Loan Commitment" shall mean at any time the
Total Revolving Loan Commitment less the aggregate Revolving Loan Commitments of
all Defaulting Lenders.

          "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.10.

          "Affected Loans" shall have the meaning provided in Section 4.02(i).

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person; provided, however, that for purposes of Section 9.07,
an Affiliate of the Borrower shall include any Person that directly or
indirectly owns more than 5% of any class of the capital stock of the Borrower
and any officer or director of the Borrower or any such Person.

          "Agent" shall have the meaning provided in the first paragraph of this
Agreement.

          "Agreement" shall mean this Credit Agreement, as the same may be from
time to time modified, amended and/or supplemented.

          "APL" shall mean APL Limited, a Delaware corporation.

<PAGE>

          "APL Limited Agreements" shall mean and include each of the
Non-Competition Agreement, Information Technology Outsourcing and License
Agreement, Stacktrain Services Agreement, TPI Chassis Sublet Agreement,
Equipment Supply Agreement and Primary Obligation and Guaranty Agreement, in
each case referred to in the Offering Memorandum with respect to the Senior
Subordinated Notes, dated as of May 24, 1999, as such agreements may be amended,
modified or supplemented from time to time pursuant to the terms hereof and
thereof.

          "Apollo Group" shall mean Apollo Advisors, L.P., Apollo Investment
Fund, L.P., Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV,
L.P., all Delaware limited partnerships.

          "Apollo Management Agreement" shall mean the management agreement,
dated as of May 28, 1999, between Apollo Advisors, L.P. and the Borrower, as the
same may be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.

          "Applicable Excess Cash Flow Percentage" shall mean, with respect to
any Excess Cash Flow Payment Date, 50%; provided that so long as no Default or
Event of Default is then in existence, if on the last day of the relevant Excess
Cash Flow Payment Period, the Adjusted Total Leverage Ratio for the Test Period
then most recently ended (as established pursuant to the officer's certificate
delivered (or required to be delivered) pursuant to Section 8.01(e)) is less
than 2.50:1.0, then the Applicable Excess Cash Flow Percentage shall instead be
25%.

          "Applicable Margin" initially shall mean a percentage per annum equal
to (i) in the case of Loans (other than Swingline Loans) maintained as (x) Base
Rate Loans, 2.25% and (y) Eurodollar Loans, 3.25% and (ii) in the case of
Swingline Loans, 2.25%. From and after each day of delivery of any certificate
delivered in accordance with the first sentence of the following paragraph
indicating a different margin than that described in the immediately preceding
sentence (each, a "Start Date") to and including the applicable End Date
described below, the Applicable Margin for Loans shall (subject to any
adjustment pursuant to the immediately succeeding paragraph) be that set forth
below opposite the Total Leverage Ratio indicated to have been achieved in any
certificate delivered in accordance with the following sentence:

<TABLE>
<CAPTION>
                                                          REVOLVING
                                REVOLVING LOAN        LOAN / SWINGLINE          TERM LOAN             TERM LOAN
      TOTAL LEVERAGE              EURODOLLAR              LOAN BASE             EURODOLLAR            BASE RATE
           RATIO                    MARGIN               RATE MARGIN              MARGIN                MARGIN
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                    <C>                   <C>
Equal to or greater than           3.00%                  2.00%                  3.00%                 2.00%
2.0:1.0 but less than
2.5:1.0
----------------------------------------------------------------------------------------------------------------------
Equal to or greater than           2.75%                  1.75%                  3.00%                 2.00%
1.5:1.0 but less than
2.0:1.0
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>                    <C>                    <C>                   <C>
Equal to or greater than           2.50%                  1.50%                  3.00%                 2.00%
1.0:1.0 but less than
1.5:1.0
----------------------------------------------------------------------------------------------------------------------
Less than 1.0:1.0                  2.25%                  1.25%                  3.00%                 2.00%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

          The Total Leverage Ratio shall be determined based on the delivery of
a certificate of the Borrower by an Authorized Officer of the Borrower to the
Administrative Agent (with a copy to be sent by the Administrative Agent to each
Lender), within 45 days of the last day of any fiscal quarter of the Borrower,
which certificate shall set forth the calculation of the Total Leverage Ratio as
at the last day of the Test Period ended immediately prior to the relevant Start
Date (but determined on a Pro Forma Basis to give effect to any Permitted
Acquisition or Subsidiary Redesignation effected on or prior to the date of the
delivery of such certificate) and the Applicable Margins which shall be
thereafter applicable (until same are changed or cease to apply in accordance
with the following sentences); provided that at the time of the consummation of
any Permitted Acquisition or Subsidiary Redesignation or any issuance of
Permitted Debt or Disqualified Preferred Stock, an Authorized Officer of the
Borrower shall deliver to the Administrative Agent a certificate setting forth
the calculation of the Total Leverage Ratio on a Pro Forma Basis as of the last
day of the last Calculation Period ended prior to the date on which such
Permitted Acquisition or Subsidiary Redesignation is consummated or such
Permitted Debt or Disqualified Preferred Stock is/are issued for which financial
statements have been made available (or were required to be made available)
pursuant to Section 8.01(b) or (c), as the case may be, and the date of such
consummation shall be deemed to be a Start Date and the Applicable Margins which
shall be thereafter applicable (until same are changed or cease to apply in
accordance with the following sentence) shall be based upon the Total Leverage
Ratio as so calculated. The Applicable Margins so determined shall apply, except
as set forth in the succeeding sentence, from the relevant Start Date to the
earliest of (x) the date on which the next certificate is delivered to the
Administrative Agent, (y) the date on which the next Permitted Acquisition or
Subsidiary Redesignation is consummated or Permitted Debt or Disqualified
Preferred Stock is/are issued or (z) the date which is 45 days following the
last day of the Test Period in which the previous Start Date occurred (such
earliest date, the "End Date"), at which time, if no certificate has been
delivered to the Administrative Agent indicating an entitlement to new
Applicable Margins (and thus commencing a new Start Date), the Applicable
Margins shall be those set forth in the first sentence of this definition (such
Applicable Margins as so determined, the "Highest Applicable Margins").
Notwithstanding anything to the contrary contained above in this definition, the
Applicable Margins shall be the Highest Applicable Margins (x) at all times
during which there shall exist any Default or Event of Default and (y) prior to
the date of delivery of the financial statements pursuant to Section 8.01(c) for
the fiscal quarter of the Borrower ended closest to September 30, 2003.

          "Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset (including, without
limitation, any Equity Interests or other securities of another Person, but
excluding the sale by such Person of its own Equity Interests) of the Borrower
or such Subsidiary other than (i) sales, transfers or other dispositions of
inventory made in the ordinary course of business, (ii) dispositions or
transfers arising out of, or in

<PAGE>

connection with, the events described in clauses (i) and (ii) of the definition
of Recovery Event, (iii) any sale or other disposition of Cash Equivalents in
the ordinary course of business, (iv) any merger, consolidation or liquidation
permitted by Sections 9.02(f) and (g), (v) any transfer of assets permitted
pursuant to Section 9.02(e), (g) or (j), (vi) any transaction permitted pursuant
to Section 9.02(i) or (m) and (vii) any other sales and dispositions that
generate Net Sale Proceeds of less than $1,000,000 in the aggregate in any
fiscal year of the Borrower.

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

          "Authorized Officer" shall mean, with respect to (i) the delivery of
Notices of Borrowing, Notices of Conversion, Letter of Credit Requests and
similar notices, the chief financial officer, the chief operating officer, the
controller, any treasurer or any other financial officer of the Borrower, (ii)
delivery of financial information and officer's certificates pursuant to this
Agreement, the chief financial officer, the chief operating officer, the
controller, any treasurer or any other financial officer of the Borrower and
(iii) any other matter in connection with this Agreement or any other Credit
Document, any officer (or a person or persons so designated by any two officers)
of the Borrower, in each case to the extent reasonably acceptable to the
Administrative Agent.

          "Available Basket Amount" shall mean, on any date of determination, an
amount equal to the sum of (i) $20,000,000 minus (ii) the aggregate amount of
Investments made (including for such purpose the fair market value of any assets
contributed to any Joint Venture or Unrestricted Subsidiary (as determined in
good faith by senior management of the Borrower), net of Indebtedness and,
without duplication, Capitalized Lease Obligations assigned to, and assumed by,
the respective Joint Venture or Unrestricted Subsidiary in connection therewith)
pursuant to Section 9.05(k) after the Effective Date, minus (iii) the aggregate
amount of Indebtedness or other obligations (whether absolute, accrued,
contingent or otherwise and whether or not due) of any Joint Venture or
Unrestricted Subsidiary for which the Borrower or any of its Subsidiaries (other
than the respective Joint Venture or Unrestricted Subsidiary) is liable, minus
(iv) all payments made by the Borrower or any of its Subsidiaries (other than
the respective Joint Venture or Unrestricted Subsidiary) in respect of
Indebtedness or other obligations of the respective Joint Venture or
Unrestricted Subsidiary (including, without limitation, payments in respect of
obligations described in preceding clause (iii)) after the Effective Date, plus
(v) the amount of any increase to the Available Basket Amount made after the
Effective Date in accordance with the provisions of Section 9.05(k) plus (vi) in
the case of any Subsidiary Redesignation, an amount equal to the lesser of (A)
the aggregate amount of all cash Investments theretofore made in the
Unrestricted Subsidiary subject to such Subsidiary Redesignation (less any
increases in the Available Basket Amount theretofore made in accordance with the
provisions of Section 9.05(k) which were attributable to such Unrestricted
Subsidiary) and (B) the fair market value (as determined in good faith by the
Borrower) of the assets of such Unrestricted Subsidiary (net of all consolidated
Indebtedness and other consolidated obligations of such Unrestricted
Subsidiary). In connection with the foregoing, it is understood that the
acquisition of an Acquired Person which has ownership interests in one or more
Joint Ventures, pursuant to a Permitted Acquisition effected in accordance with
the relevant requirements of this Agreement shall not be deemed to constitute an
Investment pursuant to Section 9.05(k) and the Available Basket Amount shall not
be reduced as a result of

<PAGE>

the payment of consideration owing to effect the Permitted Acquisition (although
the Available Basket Amount would be affected to the extent preceding clauses
(iii) or (iv) apply with respect to the Joint Venture so acquired or to the
extent additional Investments are made in the respective Joint Venture pursuant
to Section 9.05(k)).

          "Bank Refinancing" shall mean the refinancing transactions described
in Sections 5.08(a) and (b)

          "Bankruptcy Code" shall have the meaning provided in Section 10.05.

          "Base Rate" at any time shall mean the highest of (x) the rate which
is 1/2 of 1% in excess of the Adjusted Certificate of Deposit Rate, (y) the rate
which is 1/2 of 1% in excess of the Federal Funds Rate and (z) the Prime Lending
Rate.

          "Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

          "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrower Common Stock" shall have the meaning provided in Section
7.13.

          "Borrowing" shall mean and include (i) the borrowing of Swingline
Loans from DBTCA on a given date and (ii) the borrowing of one Type of Loan
pursuant to a single Tranche by the Borrower from all of the Lenders having
Commitments with respect to such Tranche on a pro rata basis on a given date (or
resulting from conversions on a given date), having in the case of Eurodollar
Loans the same Interest Period; provided, that Base Rate Loans incurred pursuant
to Section 1.10(b) shall be considered part of any related Borrowing of
Eurodollar Loans.

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

          "BSCL" shall mean Bear Stearns Corporate Lending Inc. in its
individual capacity and any successor thereto.

          "Calculation Period" shall mean, with respect to any Permitted
Acquisition, any Subsidiary Redesignation or any other event expressly required
to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement,
the Test Period most recently ended prior to the date of such Permitted
Acquisition, Subsidiary Redesignation or other event.

          "Capital Expenditures" shall mean, with respect to any Person, for any
period, all expenditures by such Person which should be capitalized in
accordance with GAAP during such period, including all such expenditures with
respect to fixed or capital assets (including, without

<PAGE>

limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP) and, without duplication, the amount of all Capitalized
Lease Obligations incurred by such Person during such period.

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

          "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries, in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

          "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
six months from the date of acquisition, (ii) time deposits, certificates of
deposit and bankers' acceptances of any Lender or any commercial bank having, or
which is the principal banking subsidiary of a bank holding company organized
under the laws of the United States, any State thereof, the District of Columbia
or any foreign jurisdiction having capital, surplus and undivided profits
aggregating in excess of $200,000,000 and having a long-term unsecured debt
rating of at least "A" or the equivalent thereof from S&P or "A2" or the
equivalent thereof from Moody's, with maturities of not more than six months
from the date of acquisition by such Person, (iii) repurchase agreements with a
term of not more than 30 days, involving securities of the types described in
preceding clause (i), and entered into with commercial banks meeting the
requirements of preceding clause (ii), (iv) commercial paper issued by any
Person incorporated in the United States rated at least A-1 or the equivalent
thereof by S&P or at least P-1 or the equivalent thereof by Moody's and in each
case maturing not more than six months after the date of acquisition by such
Person, (v) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (i) through (iv)
above and (vi) overnight deposits and demand deposit accounts (in the respective
local currencies) maintained in the ordinary course of business.

          "Change of Control Event" shall mean, (a) any Person or "group"
(within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act
of 1934, as in effect on the Effective Date), other than the Permitted Holders,
shall have acquired beneficial ownership of 35% or more on a fully diluted basis
of the voting and/or economic interest in the Borrower's capital stock and
Apollo Group and its Affiliates shall own less than such Person or "group" on a
fully diluted basis of the economic and voting interest in the Borrower's
capital stock or (b) the Board of Directors of the Borrower shall cease to
consist of a majority of Continuing Directors or (c) a "change of control" or
similar event shall occur as provided in any Senior Subordinated Note Document
or any Scheduled Existing Indebtedness, Permitted Debt, Disqualified Preferred
Stock, Qualified Preferred Stock or the documentation governing the same to the
extent the outstanding principal amount or liquidation preference, as the case
may be, of such Scheduled Existing Indebtedness, Permitted Debt, Disqualified
Preferred Stock or Qualified Preferred Stock exceeds $10,000,000.

<PAGE>

          "CLNY" shall mean Credit Lyonnais New York Branch in its individual
capacity and any successor thereto.

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

          "Co-Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the respective
Co-Documentation Agent designated pursuant to Section 12.10.

          "Co-Syndication Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the respective
Co-Syndication Agent designated pursuant to Section 12.10.

          "Collateral" shall mean all property (whether real or personal,
movable or immovable) with respect to which any security interests have been
granted (or purported to be granted) pursuant to any Security Document,
including, without limitation, all Pledge Agreement Collateral, all Security
Agreement Collateral and all cash and Cash Equivalents delivered as collateral
pursuant to any Credit Document.

          "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors.

          "Collective Bargaining Agreements" shall have the meaning provided in
Section 5.11.

          "Commitment" shall mean any of the commitments of any Lender, i.e.,
whether the Term Loan Commitment or the Revolving Loan Commitment.

          "Commitment Fee" shall mean the RL Commitment Fee and the TL
Commitment Fee.

          "Company" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).

          "Consolidated Current Assets" shall mean, at any time, the current
assets of the Borrower and its Subsidiaries at such time determined on a
consolidated basis.

          "Consolidated Current Liabilities" shall mean, at any time, the
current liabilities of the Borrower and its Subsidiaries determined on a
consolidated basis, but excluding the current portion of, and accrued but unpaid
interest on, any Indebtedness under this Agreement and any other long-term
Indebtedness which would otherwise be included therein.

          "Consolidated Debt" shall mean, at any time, the sum of (without
duplication) (i) all Indebtedness of the Borrower and its Subsidiaries as would
be required to be reflected on the liability side of a balance sheet of such
Person in accordance with GAAP as determined on a

<PAGE>

consolidated basis, (ii) all Indebtedness of the Borrower and its Subsidiaries
of the type described in clause (vii) of the definition of Indebtedness, (iii)
unreimbursed drawings on all letters of credit issued for the account of the
Borrower or any of its Subsidiaries and (iv) all Contingent Obligations of the
Borrower and its Subsidiaries in respect of Indebtedness of other Persons (i.e.,
Persons other than the Borrower or any of its Subsidiaries) of the type referred
to in preceding clauses (i), (ii) and (iii) of this definition; provided, that
for purposes of this definition, (x) the amount of Indebtedness in respect of
Interest Rate Protection Agreements and Other Hedging Agreements shall be at any
time the aggregate unrealized net loss position, if any, of the Borrower and/or
its Subsidiaries thereunder on a marked-to-market basis determined no more than
one month prior to such time, (y) any Disqualified Preferred Stock of the
Borrower and any Preferred Stock of any of its Subsidiaries shall be treated as
Indebtedness, with an amount equal to the greater of the liquidation preference
or the maximum mandatory fixed repurchase price of any such outstanding
Preferred Stock deemed to be a component of Consolidated Debt and (z) the amount
available to be drawn under letters of credit issued for the account of the
Borrower or any of its Subsidiaries (other than unreimbursed drawings) shall be
excluded in making any determination of "Consolidated Debt".

          "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income of the Borrower and its Subsidiaries, determined on a consolidated basis,
before Consolidated Interest Expense (to the extent deducted in arriving at
Consolidated Net Income) and provision for taxes based on income, in each case
that were included in arriving at Consolidated Net Income.

          "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto (in each case to the extent deducted in determining
Consolidated Net Income for such period and not already added back in
determining Consolidated EBIT) the amount of (i) all amortization and
depreciation and other non-cash items, (ii) any management fees and consulting
fees paid pursuant to, and in accordance with the requirements of, clause (iii)
of Section 9.07 during such period and (iii) any fees and expenses incurred in
connection with the Transaction during such period, in each case that were
deducted in arriving at Consolidated EBIT for such period.

          "Consolidated Interest Coverage Ratio" for any period shall mean the
ratio of Consolidated EBITDA to Consolidated Interest Expense for such period.
All calculations of the Consolidated Interest Coverage Ratio shall be made on a
Pro Forma Basis, with determinations of Consolidated Interest Coverage Ratio to
give effect to all adjustments (including, without limitation, those specified
in clauses (iv) and (v)) contained in the definition of "Pro Forma Basis"
contained herein.

          "Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of the Borrower and its Subsidiaries for such
period (calculated without regard to any limitations on the payment thereof)
plus, without duplication, (i) that portion of Capitalized Lease Obligations of
the Borrower and its Subsidiaries representing the interest factor for such
period, and capitalized interest expense, plus (ii) the product of (x) the
amount of all cash Dividend requirements (whether or not declared or paid) on
Disqualified Preferred Stock of the Borrower and on any Preferred Stock of any
of its Subsidiaries paid, accrued or scheduled to paid or accrued during such
period multiplied by (y) a fraction, the numerator of which is one

<PAGE>

and the denominator of which is one minus the then current effective
consolidated Federal, state, local and foreign tax rate (expressed as a decimal
number between one and zero) of the Borrower as reflected in the audited
consolidated financial statements of the Borrower for its most recently
completed fiscal year, which amounts described in preceding clause (ii) shall be
treated as interest expense of the Borrower and its Subsidiaries for purposes of
this definition regardless of the treatment of such amounts under GAAP, in each
case net of the total consolidated cash interest income of the Borrower and its
Subsidiaries for such period, but excluding the amortization of any deferred
financing costs or of any costs in respect of any Interest Rate Protection
Agreement. Notwithstanding anything to the contrary contained above, to the
extent Consolidated Interest Expense is to be determined for any Test Period
which ends prior to the first anniversary of the Initial Borrowing Date,
Consolidated Interest Expense for all portions of such period occurring prior to
the Initial Borrowing Date shall be calculated in accordance with the definition
of Test Period contained herein.

          "Consolidated Net Income" shall mean, for any period, the net
after-tax income of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP, without giving effect to any
after-tax non-recurring gains or losses or after-tax items classified as
extraordinary gains or losses, any other any non-cash expenses incurred or
payments made in connection with the Transaction, and without giving effect to
gains and losses from the sale or disposition of assets (other than sales or
dispositions of inventory, equipment, raw materials and supplies in the ordinary
course of business) by the Borrower and its Subsidiaries; provided that the
following items shall be excluded in computing Consolidated Net Income (without
duplication): (i) the net income or net losses of any Person in which any other
Person or Persons (other than the Borrower and its Wholly-Owned Domestic
Subsidiaries) has an Equity Interest or Equity Interests, except to the extent
of the amount of dividends or other distributions actually paid to the Borrower
or such Wholly-Owned Subsidiaries by such Person during such period, (ii) except
for determinations expressly required to be made on a Pro Forma Basis, the net
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
or all or substantially all of the property or assets of such Person are
acquired by a Subsidiary and (iii) the net income of any Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary of such net income is not at the time permitted by the operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such Subsidiary.

          "Consolidated Senior Debt" shall mean, at any time, an amount equal to
the sum of (x) the aggregate principal amount of the Obligations outstanding
under this Agreement plus (y) the aggregate principal amount of all other
Indebtedness secured by any Lien that is outstanding at such time and is
otherwise included in Consolidated Debt.

          "Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary

<PAGE>

obligor, (c) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (d) otherwise
to assure or hold harmless the owner of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection or standard
contractual indemnities entered into, in each case in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

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

          "Credit Documents" shall mean this Agreement, the Notes, each Guaranty
and each Security Document.

          "Credit Event" shall mean the making of a Loan (other than a Revolving
Loan made pursuant to a Mandatory Borrowing) or the issuance of a Letter of
Credit.

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

          "CSFB" shall mean Credit Suisse First Boston, Cayman Islands Branch in
its individual capacity and any successor thereto.

          "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

          "DBTCA" shall mean Deutsche Bank Trust Company Americas, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

          "Disqualified Preferred Stock" shall mean any Preferred Stock of the
Borrower other than Qualified Preferred Stock.

          "Dividend" shall have the meaning provided in Section 9.06.

          "Documents" shall mean and include (i) the Credit Documents, (ii) the
Refinancing Documents and (iii) all other documents, agreements and instruments
executed in connection with the Transaction.

          "Domestic Subsidiary" of any Person shall mean any Subsidiary of such
Person incorporated or organized in the United States or any State or territory
thereof.

<PAGE>

          "Domestic Unrestricted Subsidiary" of any Person shall mean any
Unrestricted Subsidiary of such Person which is not a Foreign Unrestricted
Subsidiary.

          "Effective Date" shall have the meaning set forth in Section 13.10.

          "Eligible Transferee" shall mean and include a commercial bank,
insurance company, mutual fund, financial institution, a "qualified
institutional buyer" (as defined in Rule 144A of the Securities Act), any fund
that invests in bank loans or any other "accredited investor" (as defined in
Regulation D of the Securities Act) (other than an individual and the Borrower
and its Affiliates).

          "Employee Benefit Plans" shall have the meaning set forth in Section
5.11.

          "Employment Agreements" shall have the meaning set forth in Section
5.11.

          "End Date" shall have the meaning provided in the definition of
Applicable Margin.

          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by the Borrower or any of its
Subsidiaries under any Environmental Law (hereafter "Claims") or any permit
issued to the Borrower or any of its Subsidiaries under any such law, including,
without limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and (b) any and
all Claims by any third party seeking damages, contribution, indemnification,
cost recovery, compensation or injunctive relief resulting from Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

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

          "Equity Interests" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

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

<PAGE>

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

          "Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

          "Eurodollar Rate" shall mean with respect to each Interest Period for
a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest 1/100 of
1%) of the offered quotation to first-class banks in the interbank Eurodollar
market by DBTCA for U.S. dollar deposits of amounts in same day funds comparable
to the outstanding principal amount of the Eurodollar Loan of DBTCA for which an
interest rate is then being determined with maturities comparable to the
Interest Period to be applicable to such Eurodollar Loan, determined as of 10:00
A.M. (New York time) on the date which is two Business Days prior to the
commencement of such Interest Period divided (and rounded upward to the next
whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D).

          "Event of Default" shall have the meaning provided in Section 10.

          "Excess Cash Flow" shall mean, for any period, the remainder of (a)
the sum of (i) Adjusted Consolidated Net Income for such period, and (ii) the
decrease, if any, in Adjusted Consolidated Working Capital from the first day to
the last day of such period, minus (b) the sum of (i) the amount of Capital
Expenditures made by the Borrower and its Subsidiaries on a consolidated basis
during such period pursuant to and in accordance with Sections 9.11(a) and (b),
except to the extent financed with the proceeds of Indebtedness (other than the
proceeds of Revolving Loans) or pursuant to Capitalized Lease Obligations, (ii)
the aggregate amount of permanent principal payments of Indebtedness for
borrowed money of the Borrower and its Subsidiaries and the permanent repayment
of the principal component of Capitalized Lease Obligations of the Borrower and
its Subsidiaries (excluding (1) payments pursuant to the Refinancing, (2)
payments with proceeds of asset sales or insurance recoveries, (3) payments with
the proceeds of Indebtedness, Equity Interests or capital contributions and (4)
payments of Loans or other Obligations) during such period, (iii) the increase,
if any, in Adjusted Consolidated Working Capital from the first day to the last
day of such period, (iv) without duplication of amounts deducted in the
preceding clauses (b)(i), (ii) and (iii), the amount of cash expended in respect
of Permitted Acquisitions during such period, except to the extent financed with
Indebtedness and (v) non-recurring cash charges or losses incurred during such
period, to the extent not deducted in arriving at Consolidated Net Income.

          "Excess Cash Flow Payment Date" shall mean the date occurring 90 days
after the last day of a fiscal year of the Borrower.

          "Excess Cash Flow Payment Period" shall mean, with respect to any
Excess Cash Flow Payment Date, the immediately preceding fiscal year of the
Borrower.

<PAGE>

          "Excess Proceeds Amount" shall initially be $0, which amount shall be
(A) increased on each Excess Cash Flow Payment Date so long as any repayment
required pursuant to Section 4.02(g) has been made, by an amount equal to
Adjusted Excess Cash Flow for the immediately preceding Excess Cash Flow Payment
Period multiplied by a percentage equal to 100% minus the Applicable Excess Cash
Flow Percentage as in effect for the respective Excess Cash Flow Payment Date,
and (B) reduced (i) on each Excess Cash Flow Payment Date where Excess Cash Flow
for the immediately preceding Excess Cash Flow Payment Period is a negative
number, by such amount and (ii) at any time any Dividend is made or paid
pursuant to Section 9.06(vii), by the aggregate amount of cash expended to
effect such Dividend (it being understood that the Excess Proceeds Amount may be
reduced to an amount below zero after giving effect to the reductions enumerated
in clause (B) above).

          "Exchange Permitted Senior Subordinated Notes" shall mean senior
subordinated notes issued in exchange for Permitted Senior Subordinated Notes
pursuant to the Permitted Senior Subordinated Notes Indenture, which Exchange
Permitted Senior Subordinated Notes are substantially identical securities to
the originally issued Permitted Senior Subordinated Notes and shall be issued
pursuant to a registered exchange offer or private exchange offer for the
Permitted Senior Subordinated Notes on market terms satisfactory to the
Administrative Agent; provided that in no event will the issuance of any
Exchange Permitted Senior Subordinated Notes increase the aggregate principal
amount of Permitted Senior Subordinated Notes theretofore outstanding or
otherwise result in an increase in the interest rate applicable to the Permitted
Senior Subordinated Notes theretofore outstanding.

          "Existing Credit Agreement" shall mean the Credit Agreement, dated as
of May 28, 1999, among the Borrower, the lenders from time to time party thereto
and DBTCA, as administrative agent, as in effect on the Initial Borrowing Date
(immediately prior to giving effect to the Transaction).

          "Existing Indebtedness" shall have the meaning provided in Section
5.08(c).

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5.11.

          "Existing Letter of Credit" shall have the meaning provided in Section
2.01(e)

          "Facing Fee" shall have the meaning provided in Section 3.01(d).

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

          "Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

<PAGE>

          "Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or any of its Subsidiaries residing outside the United States of America, which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

          "Foreign Subsidiary" of any Person shall mean any Subsidiary such
Person that is not a Domestic Subsidiary.

          "Foreign Unrestricted Subsidiary" of any Person shall mean each
Unrestricted Subsidiary of such Person that is incorporated under the laws of
any jurisdiction other than the United States of America, any State thereof, the
United States Virgin Islands or Puerto Rico.

          "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of Section 9,
including defined terms as used therein, are subject (to the extent provided
therein) to Section 13.07(a).

          "Gross-Up Amount" shall have the meaning provided in Section 4.04(a).

          "Guaranties" shall mean and include the Subsidiaries Guaranty and each
guaranty entered into pursuant to Section 8.12 or 8.14.

          "Guarantors" shall mean each Subsidiary Guarantor and any other Person
party to a Guaranty.

          "Harris Bank" shall mean Harris Trust & Savings Bank in its individual
capacity and any successor thereto.

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

          "Indebtedness" of any Person shall mean, without duplication, (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services payable to the sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person but excluding deferred rent as determined in
accordance with GAAP, (iii) the face amount of all letters of credit issued for
the account of such Person and, without duplication, all drafts drawn
thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed, (v) all Capitalized Lease

<PAGE>

Obligations of such Person, (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vii) all obligations under
Interest Rate Protection Agreements and Other Hedging Agreements and (viii) all
Contingent Obligations of such Person, provided, that Indebtedness shall not
include trade payables and accrued expenses, in each case arising in the
ordinary course of business.

          "Initial Borrowing Date" shall mean the date upon which the initial
Borrowing of Loans occurs.

          "Intercompany Loan" shall have the meaning provided in Section
9.05(f).

          "Intercompany Notes" shall mean promissory notes, in the form of
Exhibit L, evidencing Intercompany Loans.

          "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

          "Interest Period," with respect to any Eurodollar Loan, shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

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

          "Investment" shall have the meaning provided in the preamble to
Section 9.05.

          "Irrevocable Notice of Redemption" shall have the meaning provided in
Section 8.17(a).

          "IT Upgrade Expenditures" means expenditures relating to the upgrade
of the Borrower's and its Subsidiaries' information technology systems to the
extent these expenditures would have been capitalized by the Borrower and its
Subsidiaries in accordance with their accounting policies in effect on the
Initial Borrowing Date.

          "Joint Venture" shall mean any Person, other than an individual or a
Wholly-Owned Subsidiary of the Borrower, (i) in which the Borrower or a
Subsidiary of the Borrower holds or acquires an ownership interest (whether by
way of capital stock, partnership or limited liability company interest, or
other evidence of ownership) and (ii) which is engaged in a Permitted Business.

          "L/C Supportable Indebtedness" shall mean obligations of the Borrower
or its Wholly-Owned Subsidiaries incurred in the ordinary course of business and
otherwise permitted to exist pursuant to the terms of this Agreement.

<PAGE>

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

          "Lender" shall have the meaning provided in the first paragraph of
this Agreement.

          "Lender Default" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing (including
a Mandatory Borrowing) or to fund its portion of any unreimbursed payment under
Section 2.03 or (ii) a Lender having notified the Administrative Agent and/or
the Borrower that it does not intend to comply with the obligations under
Section 1.01(b), 1.01(d) or 2.03.

          "Letter of Credit" shall have the meaning provided in Section 2.01(a).

          "Letter of Credit Fees" shall have the meaning provided in Section
3.01(c).

          "Letter of Credit Issuer" shall mean (i) DBTCA and any of its
Affiliates, including but not limited to Deutsche Bank AG, New York Branch and
any other Lender which, at the request of the Borrower and with the consent of
the Administrative Agent, agrees in such Lender's sole discretion to become a
Letter of Credit Issuer for purposes of issuing Letters of Credit pursuant to
Section 2 and (ii) with respect to the Existing Letters of Credit, the Lender
designated as the issuer thereof on Schedule XII shall be the Letter of Credit
Issuer thereof.

          "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit.

          "Letter of Credit Request" shall have the meaning provided in Section
2.02(a).

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

          "Loan" shall mean each Term Loan, each Revolving Loan and each
Swingline Loan.

          "Management Agreements" shall have the meaning provided in Section
5.11.

          "Management Participants" shall mean members of senior management of
the Borrower and its Subsidiaries acceptable to the Administrative Agent.

          "Mandatory Borrowing" shall have the meaning provided in Section
1.01(d).

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

<PAGE>

          "Material Adverse Effect" shall mean a material adverse effect on the
business, properties, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          "Material Contracts" shall have the meaning provided in Section 5.11.

          "Maturity Date", with respect to any Tranche of Loans, shall mean the
Term Loan Maturity Date, the Revolving Loan Maturity Date or the Swingline
Expiry Date, as the case may be.

          "Maximum Permitted Acquisition Leverage Ratio" shall mean, at any
time, the maximum Adjusted Total Leverage Ratio which may exist pursuant to
Section 9.10 without giving rise to a Default or Event of Default at such time,
adjusted by reducing the ratio appearing in such maximum Adjusted Total Leverage
Ratio by 0.25.

          "Maximum Permitted Consideration" shall mean, with respect to any
Permitted Acquisition, the sum (without duplication) of (i) the aggregate
liquidation preference of Preferred Stock issued by the Borrower as
consideration in connection with such Permitted Acquisition, (ii) the aggregate
principal amount of Permitted Acquired Debt acquired or assumed by the Borrower
or any of its Subsidiaries in connection with such Permitted Acquisition, (iii)
the aggregate principal amount of all cash paid (or to be paid) by the Borrower
or any of its Subsidiaries in connection with such Permitted Acquisition
(including payments of fees and costs and expenses in connection therewith),
(iv) the aggregate principal amount of all other Indebtedness assumed, incurred
and/or issued in connection with such Permitted Acquisition to the extent
permitted by Section 9.04 and (v) the fair market value (determined in good
faith by senior management of the Borrower) of all other consideration payable
in connection with such Permitted Acquisition (other than Borrower Common
Stock).

          "Maximum Swingline Amount" shall mean $10,000,000.

          "Mexican Pledge Agreement" shall have the meaning provided in Section
13.19(e).

          "Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$1,000,000, (ii) for Term Loans, $5,000,000 and (iii) for Swingline Loans,
$500,000.

          "Minimum Ratings Condition" shall exist on any date if, on such date,
the Borrower has received a long-term senior secured debt rating of both (i) BB
(with a stable outlook) or better from S&P and (ii) Ba3 (with a stable outlook)
or better from Moody's.

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

          "Multiemployer Plan" shall mean any multiemployer plan as defined in
Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to
which there is an obligation to contribute of) the Borrower, a Subsidiary of the
Borrower or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Borrower, a Subsidiary of the
Borrower or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.

<PAGE>

          "Net Cash Proceeds" shall mean for any event requiring a reduction of
the Total Revolving Loan Commitment, the Total Term Loan Commitment and/or
repayment of Term Loans pursuant to Section 3.03 or 4.02, as the case may be,
the gross cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from such event, net of reasonable transaction costs
(including, as applicable, any underwriting, brokerage or other customary
commissions and reasonable legal, advisory and other fees and expenses
associated therewith) received from any such event.

          "Net Sale Proceeds" shall mean for any sale of assets, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from any sale of assets, net of (i) reasonable transaction costs
(including, without limitation, any underwriting, brokerage or other customary
selling commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith) and payments of
unassumed liabilities relating to the assets sold at the time of, or within 30
days after, the date of such sale, (ii) the amount of such gross cash proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by the respective assets
which were sold, and (iii) the estimated marginal increase in income taxes which
will be payable by the Borrower's consolidated group with respect to the fiscal
year in which the sale occurs as a result of such sale; provided, however, that
such gross proceeds shall not include any portion of such gross cash proceeds
which the Borrower determines in good faith should be reserved for post-closing
adjustments (including indemnification payments) (in the event such amount of
gross cash proceeds so reserved exceeds $500,000, to the extent the Borrower
delivers to the Lenders a certificate signed by its chief financial officer or
treasurer, controller or chief accounting officer as to such determination), it
being understood and agreed that on the day that all such post-closing
adjustments have been determined (which shall not be later than six months
following the date of the respective asset sale), the amount (if any) by which
the reserved amount in respect of such sale or disposition exceeds the actual
post-closing adjustments payable by the Borrower or any of its Subsidiaries
shall constitute Net Sale Proceeds on such date received by the Borrower and/or
any of its Subsidiaries from such sale, lease, transfer or other disposition.
The parties hereto acknowledge and agree that Net Sale Proceeds shall not
include any trade-in-credits or purchase price reductions received by the
Borrower or any of its Subsidiaries in connection with an exchange of equipment
for replacement equipment that is the functional equivalent of such exchanged
equipment.

          "Non-Defaulting Lender" shall mean each Lender other than a Defaulting
Lender.

          "Non-Wholly Owned Entity" shall have the meaning provided in the
definition of Permitted Acquisition.

          "Note" shall mean each Term Note, each Revolving Note and/or the
Swingline Note, as the context may require.

          "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

<PAGE>

          "Notice of Conversion/Continuation" shall have the meaning provided in
Section 1.06.

          "Notice Office" shall mean the office of the Administrative Agent
located at 31 West 52nd Street, New York, New York 10019 or such other office as
the Administrative Agent may designate to the Borrower and the Lenders from time
to time.

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent, each Co-Syndication Agent, each Co-Documentation
Agent, the Collateral Agent or any Lender pursuant to the terms of this
Agreement or any other Credit Document.

          "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency values.

          "Participant" shall have the meaning provided in Section 2.03(a).

          "Payment Office" shall mean the office of the Administrative Agent
located at 31 West 52nd Street, New York, New York 10019 or such other office as
the Administrative Agent may designate to the Borrower and the Lenders from time
to time.

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

          "Permitted Acquired Debt" shall have the meaning set forth in Section
9.04(d).

          "Permitted Acquisition" shall mean the acquisition by the Borrower or
any of its Wholly-Owned Domestic Subsidiaries of assets constituting a business,
division or product line of any Person not already a Subsidiary of the Borrower
or any of its Wholly-Owned Subsidiaries or of 100% of the capital stock or other
Equity Interests of any such Person, provided that (A) the consideration paid by
the Borrower or such Wholly-Owned Subsidiary consists solely of cash (including
proceeds of Revolving Loans), the issuance of the Borrower Common Stock, the
issuance of any Qualified Preferred Stock or Disqualified Preferred Stock
otherwise permitted in Section 9.13, the issuance of Indebtedness otherwise
permitted in Section 9.04 (including Permitted Subordinated Indebtedness and
Permitted Senior Subordinated Notes) and the assumption/acquisition of any
Permitted Acquired Debt (calculated in accordance with GAAP) relating to such
business, division, product line or Person which is permitted to remain
outstanding in accordance with the requirements of Section 9.04, (B) those
acquisitions that are structured as equity acquisitions shall be effected
through a purchase of 100% of the capital stock or other Equity Interests of
such Person by the Borrower or such Wholly-Owned Domestic Subsidiary or through
a merger between such Person and a Wholly-Owned Domestic Subsidiary of the
Borrower, so that after giving effect to such merger, 100% of the capital stock
or other Equity Interests of the surviving entity of such merger is owned by the
Borrower or a Wholly-Owned Domestic Subsidiary, (C) in the case of the
acquisition of 100% of the capital stock or other Equity Interests of any
Person, such Person (the "Acquired Person") shall own no capital stock or other
Equity Interests of any other Person unless either (x) the Acquired Person owns
100% of the capital stock or other equity interests of such other Person or (y)
if the Acquired

<PAGE>

Person owns capital stock or Equity Interests in any other Person which is not a
Wholly-Owned Subsidiary of the Acquired Person (a "Non-Wholly Owned Entity"),
both (1) the Acquired Person shall not have been created or established in
contemplation of, or for purposes of, the respective Permitted Acquisition and
(2) any Non-Wholly Owned Entity of the Acquired Person shall have been
non-wholly-owned prior to the date of the respective Permitted Acquisition and
not created or established in contemplation thereof, (D) substantially all of
the business, division or product line acquired pursuant to the respective
Permitted Acquisition, or the business of the Acquired Person and its
Subsidiaries taken as a whole, is in the United States, (E) the assets acquired,
or the business of the Acquired Person and its Subsidiaries, shall be in a
Permitted Business and (F) all applicable requirements of Sections 8.14 and 9.02
applicable to Permitted Acquisitions are satisfied. Notwithstanding anything to
the contrary contained in the immediately preceding sentence, an acquisition
which does not otherwise meet the requirements set forth above in the definition
of "Permitted Acquisition" shall constitute a Permitted Acquisition if, and to
the extent, the Required Lenders agree in writing that such acquisition shall
constitute a Permitted Acquisition for purposes of this Agreement.

          "Permitted Acquisition Additional Cost-Savings" shall mean, in
connection with each Permitted Acquisition, those demonstrable cost-savings and
other adjustments (in each case not included pursuant to clause (iii) or (iv) of
the definition of Pro Forma Basis contained herein) reasonably anticipated by
the Borrower to be achieved in connection with such Permitted Acquisition for
the 12 month period following the consummation of such Permitted Acquisition,
which cost-savings and other adjustments shall be estimated on a good faith
basis by the Borrower and, if requested by the Administrative Agent, be verified
by a nationally recognized accounting firm or as otherwise agreed to by the
Administrative Agent.

          "Permitted Business" shall mean the freight and transportation-related
services and related businesses and including, without limitation, trucking
(including full truckload and less-than truckload trucking services, and dry-van
refrigerated, flatbed and specialized heavy haul trucking services), railway
shipping, intermodal and other marketing or brokerage services (by rail, truck,
air or water), freight forwarding, ocean common carrier services, customs
brokerage, transportation equipment maintenance and inspections, warehousing,
freight handling, freight consolidation, deconsolidation, distribution and
cross-dock services, cartage and drayage, general consumer and specialized
freight services, comprehensive transportation management and services, traffic
management, railroad signal project management, rail terminal management and
logistics services to coordinate the foregoing services (including integrated
freight transportation), in each case as such businesses are conducted by the
Borrower and its Subsidiaries on the Effective Date and any other business or
activities as may be substantially similar, incidental or related thereto, and
reasonable extensions of the foregoing.

          "Permitted Debt" shall mean and include Permitted Acquired Debt,
Permitted Subordinated Indebtedness and the Permitted Senior Subordinated Notes.

          "Permitted Encumbrances" shall mean (i) those liens, encumbrances,
hypothecs and other matters affecting title to any Real Property and found
reasonably acceptable by the Administrative Agent, (ii) as to any particular
Real Property at any time, such easements, encroachments, covenants, rights of
way, minor defects, irregularities or encumbrances on title which could not
reasonably be expected to materially impair such Real Property for the purpose

<PAGE>

for which it is held by the mortgagor or grantor thereof, or the lien or
hypothec held by the Collateral Agent, (iii) zoning and other municipal
ordinances which are not violated in any material respect by the existing
improvements and the present use made by the mortgagor or grantor thereof of the
premises, (iv) general real estate taxes and assessments not yet delinquent, and
(v) such other similar items as the Administrative Agent may consent to (such
consent not to be unreasonably withheld).

          "Permitted Holders" shall mean Apollo Group and its Affiliates and the
Management Participants (to the extent acting as a "group" within the meaning of
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as in effect on
the Effective Date).

          "Permitted Liens" shall have the meaning provided in Section 9.03.

          "Permitted Sale-Leaseback Transaction" shall mean any sale by the
Borrower or any of its Subsidiaries of any asset of the Borrower or such
Subsidiary which asset is then leased back to the Borrower or such Subsidiary,
provided that (i) the proceeds of the respective sale shall be entirely cash and
in an amount at least equal to 85% of the aggregate amount expended by the
Borrower or such Subsidiary in so acquiring such asset and (ii) the respective
transaction is otherwise effected in accordance with the applicable requirements
of Section 9.02(m).

          "Permitted Senior Subordinated Notes" shall mean any Indebtedness of
the Borrower evidenced by a new issuance of senior subordinated notes, so long
as (a) the aggregate principal amount of such Indebtedness incurred on and after
the Initial Borrowing Date (for such purpose, without giving effect to any
repayments thereof) does not exceed $200,000,000, (b) such Indebtedness has a
final maturity no earlier than June 10, 2011 and no amortization prior to such
final maturity, (c) such Indebtedness does not (x) add guarantors or obligors
from that which applied to the Senior Subordinated Notes or (y) provide for
security, (d) such Indebtedness has substantially the same (or, from the
perspective of the Lenders, more favorable) subordination provisions as applied
to the Senior Subordinated Notes, (e) the conversion mechanics (if any)
contained in the documentation governing such Indebtedness shall be market
provisions and otherwise satisfactory to the Administrative Agent, (f) all terms
and conditions of such Indebtedness (including, without limitation, redemption
provisions, voting rights, maturities, covenants, defaults, standstill
provisions and remedies) are not, taken as a whole, less favorable in any
material respect to the Borrower and its Subsidiaries than those previously
existing with respect to the Senior Subordinated Notes, it being understood,
however, that the terms and conditions of such Indebtedness specifically
required (or expressly permitted) pursuant to the other subclauses of this
definition shall not be taken into account in making any determination pursuant
to this subclause (f) and (g) the documentation governing such Indebtedness is
otherwise reasonably satisfactory to the Administrative Agent, as such
Indebtedness may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof. As used herein, the term
"Permitted Senior Subordinated Notes" shall also include any Exchange Permitted
Senior Subordinated Notes issued pursuant to the Permitted Senior Subordinated
Notes Indenture in exchange for theretofore outstanding Permitted Senior
Subordinated Notes as contemplated by the definition of Exchange Permitted
Senior Subordinated Notes. The issuance of Permitted Senior Subordinated Notes
shall be deemed to be a representation and warranty by the Borrower that all
conditions thereto have been satisfied in all material respects and that same is
permitted in accordance with the terms of this

<PAGE>

Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 6A and 10.

          "Permitted Senior Subordinated Notes Documents" shall mean the
Permitted Senior Subordinated Notes Indenture, the Permitted Senior Subordinated
Notes and each other agreement, document or instrument relating to the issuance
of the Permitted Senior Subordinated Notes, in each case as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

          "Permitted Senior Subordinated Notes Indenture" shall mean any
indenture or similar agreement entered into in connection with the issuance of
Permitted Senior Subordinated Notes, as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

          "Permitted Subordinated Indebtedness" shall mean subordinated
Indebtedness of the Borrower incurred in connection with a Permitted Acquisition
and in accordance with Section 8.14, which Permitted Subordinated Indebtedness
and all terms and conditions thereof (including, without limitation, the
maturity thereof, the interest rate applicable thereto, amortization, defaults,
remedies, voting rights, subordination provisions, etc.), and the documentation
therefor, shall be reasonably satisfactory to the Administrative Agent,
provided, that in any event, unless the Required Lenders otherwise expressly
consent in writing prior to the incurrence thereof, (i) no such Indebtedness
shall be guaranteed by any Subsidiary of the Borrower, (ii) no such Indebtedness
shall be secured by any asset of the Borrower or any of its Subsidiaries and
(iii) such Indebtedness has substantially the same (or, from the perspective of
the Lenders, more favorable) subordination provisions as are contained in the
Senior Subordinated Notes Documents. The incurrence of Permitted Subordinated
Indebtedness shall be deemed to be a representation and warranty by the Borrower
that all conditions thereto have been satisfied in all material respects and
that same is permitted in accordance with the terms of this Agreement, which
representation and warranty shall be deemed to be a representation and warranty
for all purposes hereunder, including, without limitation, Sections 6A and 10.

          "Person" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

          "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which the Borrower, or a Subsidiary of the Borrower
or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan but excluding all Multiemployer Plans.

          "Pledge Agreement" shall have the meaning provided in Section
13.19(e).

          "Pledge Agreement Collateral" shall mean all of the "Collateral" as
defined in the U.S. Pledge Agreement.

          "Post-Closing Period" shall have the meaning provided in Section
8.14(a).

<PAGE>

          "Preferred Stock," as applied to the capital stock of any Person,
means capital stock of such Person (other than common stock of such Person) of
any class or classes (however designed) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of capital
stock of any other class of such Person, and shall include any Qualified
Preferred Stock and any Disqualified Preferred Stock.

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

          "Pro Forma Basis" shall mean, in connection with any calculation of
compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a pro forma basis to (w) the incurrence of any
Indebtedness (other than revolving Indebtedness, except to the extent same is
incurred to refinance other outstanding Indebtedness (including to refinance any
outstanding Indebtedness of an Unrestricted Subsidiary at the time same is
designated as a Subsidiary pursuant to a Subsidiary Redesignation) or to finance
Permitted Acquisitions) or Preferred Stock (other than Qualified Preferred Stock
of the Borrower) after the first day of the relevant Calculation Period as if
such Indebtedness or Preferred Stock had been incurred or issued (and the
proceeds thereof applied) on the first day of the relevant Calculation Period,
(x) the permanent repayment of any Indebtedness (other than revolving
Indebtedness except to the extent paid with Permitted Debt or Disqualified
Preferred Stock) or Preferred Stock (other than Qualified Preferred Stock of the
Borrower) after the first day of the relevant Calculation Period as if such
Indebtedness or Preferred Stock had been retired or redeemed on the first day of
the relevant Calculation Period, (y) the Subsidiary Redesignation, if any, then
being designated as well as any other Subsidiary Redesignation after the first
day of the relevant Calculation Period and on or prior to the date of the
respective Subsidiary Redesignation then being designated and (z) the Permitted
Acquisition, if any, then being consummated as well as any other Permitted
Acquisition consummated after the first day of the relevant Calculation Period
and on or prior to the date of the respective Permitted Acquisition then being
effected, with the following rules to apply in connection therewith:

          (i)     all Indebtedness and Preferred Stock (other than Qualified
     Preferred Stock of the Borrower) (x) (other than revolving Indebtedness,
     except to the extent same is incurred to refinance other outstanding
     Indebtedness, (including to refinance any outstanding Indebtedness of an
     Unrestricted Subsidiary at the time same is designated as a Subsidiary
     pursuant to a Subsidiary Redesignation), or to finance Permitted
     Acquisitions) incurred or issued after the first day of the relevant
     Calculation Period (whether incurred to finance a Permitted Acquisition, to
     refinance Indebtedness or otherwise) shall be deemed to have been incurred
     or issued (and the proceeds thereof applied) on the first day of the
     respective Calculation Period and remain outstanding through the date of
     determination (and thereafter in the case of projections pursuant to
     Section 8.14(a)(iv)) and (y) (other than revolving Indebtedness except to
     the extent paid with Permitted Debt or Disqualified Preferred Stock)
     permanently retired or redeemed after the first day of the relevant
     Calculation Period shall be deemed to have been retired

<PAGE>

     or redeemed on the first day of the respective Calculation Period and
     remain retired through the date of determination (and thereafter in the
     case of projections pursuant to Section 8.14(a)(iv));

          (ii)    all Indebtedness or Preferred Stock (other than Qualified
     Preferred Stock of the Borrower) assumed to be outstanding pursuant to
     preceding clause (i) shall be deemed to have borne interest or accrued
     dividends, as the case may be, at (x) the rate applicable thereto, in the
     case of fixed rate Indebtedness or Preferred Stock or (y) the rates which
     would have been applicable thereto during the respective period when same
     was deemed outstanding, in the case of floating rate Indebtedness or
     Preferred Stock (although interest expense with respect to any Indebtedness
     or Preferred Stock for periods while same was actually outstanding during
     the respective period shall be calculated using the actual rates applicable
     thereto while same was actually outstanding); provided that for purposes of
     calculations pursuant to Section 8.14(a)(iv), all Indebtedness or Preferred
     Stock (whether actually outstanding or deemed outstanding) bearing interest
     at a floating rate of interest shall be tested on the basis of the rates
     applicable at the time the determination is made pursuant to said
     provisions;

          (iii)   in making any determination of Consolidated EBITDA on a Pro
     Forma Basis, pro forma effect shall be given to any Permitted Acquisition
     or Subsidiary Redesignation effected during the respective Calculation
     Period (or thereafter to the extent provided in the definition of
     Applicable Margin, for determinations of the Applicable Margins, or as
     provided in Section 8.14, for determinations pursuant to Section 8.14 only)
     consummated after the first day of the respective period being tested, in
     the case of a Permitted Acquisition, taking into account, for any portion
     of the relevant period being tested occurring prior to the consummation of
     any Permitted Acquisition, demonstrable cost savings actually achieved
     simultaneously with, or to be achieved within the one-year period
     following, the closing of the respective Permitted Acquisition, which cost
     savings would be permitted to be recognized in pro forma statements
     prepared in accordance with Regulation S-X under the Securities Act, as if
     such cost-savings were realized on the first day of the relevant period;

          (iv)    without duplication of adjustments provided above, in case of
     any Permitted Acquisition consummated after the first day of the relevant
     period being tested, pro forma effect shall be given to the termination or
     replacement of operating leases with Capitalized Lease Obligations or other
     Indebtedness, and to any replacement of Capitalized Lease Obligations or
     other Indebtedness with operating leases, in each case effected at the time
     of the consummation of such Permitted Acquisition or thereafter, in each
     case if effected after the first day of the period being tested and prior
     to the date the respective determination is being made, as if such
     termination or replacement had occurred on the first day of the relevant
     period; and

          (v)     in making any determination of Consolidated EBITDA for
     purposes of any calculation of the Adjusted Total Leverage Ratio, the
     Adjusted Senior Leverage Ratio and the Consolidated Interest Coverage Ratio
     only, (x) for any Permitted Acquisition which occurred during the last two
     fiscal quarters comprising the respective Calculation Period (and, in the
     case of Section 8.14, thereafter and on or prior to the

<PAGE>

     relevant date of determination), there shall be added to Consolidated
     EBITDA the amount of Permitted Acquisition Additional Cost Savings,
     determined in accordance with the definition thereof contained herein,
     expected to be realized with respect to such Permitted Acquisition, (y) for
     any Permitted Acquisition effected in the second fiscal quarter of the
     respective Calculation Period, the Consolidated EBITDA shall be increased
     by 50% of the Permitted Acquisition Additional Cost Savings estimated to
     arise in connection with the respective Permitted Acquisition and (z) for
     any Permitted Acquisition effected in the first fiscal quarter of the
     respective Test Period, the Consolidated EBITDA shall be increased by 15%
     of the Permitted Acquisition Additional Cost Savings estimated to arise in
     connection with the respective Permitted Acquisition; provided that the
     aggregate additions to Consolidated EBITDA, for any period being tested,
     pursuant to this clause (v) shall not exceed 15% of the amount which would
     have been Consolidated EBITDA in the absence of the adjustment pursuant to
     this clause (v).

Notwithstanding anything to the contrary contained above, (x) for purposes of
Sections 9.09 and 9.10 and, for purposes of all determinations of the Applicable
Margins, pro forma effect (as otherwise provided above) shall only be given for
events or occurrences which occurred during the respective Test Period but not
thereafter, (y) for purposes of Section 8.14, pro forma effect (as otherwise
provided above) shall be given for events or occurrences which occurred during
the respective Test Period and thereafter but on or prior to the respective date
of determination and (z) Indebtedness incurred to finance the Refinancing shall
not be given pro forma effect for purposes of this definition.

          "Projections" shall have the meaning provided in Section 5.13(b).

          "Qualified Preferred Stock" shall mean any Preferred Stock of the
Borrower, the express terms of which shall provide that dividends thereon shall
not be required to be paid at any time (and to the extent) that such payment
would be prohibited by the terms of this Agreement or any other agreement of the
Borrower relating to outstanding indebtedness and which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event (including any Change of
Control Event), cannot mature and is not mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, and is not redeemable, or required to be
repurchased, at the sole option of the holder thereof (including, without
limitation, upon the occurrence of a Change of Control Event), in whole or in
part, on or prior to the date occurring two years after the Term Loan Maturity
Date.

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

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

          "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any insurance or condemnation proceeds (other than proceeds from
business interruption insurance) payable (i) by reason of theft, physical
destruction or damage or any other similar event with respect to any properties
or assets of the Borrower or any of its

<PAGE>

Subsidiaries, (whether under any policy of insurance required to be maintained
under Section 8.03 or otherwise) and (ii) by reason of any condemnation, taking,
seizing or similar event with respect to any properties or assets of the
Borrower or any of its Subsidiaries.

          "Redemption Date" shall have the meaning provided in Section 8.17(b).

          "Refinancing" shall mean, collectively, (i) the Bank Refinancing and
(ii) the Senior Subordinated Notes Refinancing.

          "Refinancing Documents" shall mean each of the agreements, documents
and instruments entered into in connection with the Refinancing.

          "Register" shall have the meaning provided in Section 13.17.

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

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

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

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

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

          "Replaced Lender" shall have the meaning provided in Section 1.13.

          "Replacement Lender" shall have the meaning provided in Section 1.13.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
..22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

          "Required Lenders" shall mean Non-Defaulting Lenders the sum of whose
outstanding Term Loans (and, if prior to the termination of the Total Term Loan
Commitment, Term Loan Commitments) and Revolving Loan Commitments (or, if after
the termination thereof, outstanding Revolving Loans and Adjusted RL Percentage
of outstanding Swingline Loans and Letter of Credit Outstandings) represent an
amount greater than 50% of the sum of (i) the total outstanding Term Loans (and,
if prior to the termination of the Total Term Loan

<PAGE>

Commitment, Term Loan Commitments) of Non-Defaulting Lenders and (ii) the
Adjusted Total Revolving Loan Commitment (or, if after termination thereof, the
sum of the then total outstanding Revolving Loans of Non-Defaulting Lenders and
the aggregate Adjusted RL Percentages of all Non-Defaulting Lenders of the total
outstanding Swingline Loans and Letter of Credit Outstandings at such time).

          "Revolving Loan" shall have the meaning provided in Section 1.01(b).

          "Revolving Loan Commitment" shall mean, with respect to each RL
Lender, the amount set forth opposite such Lender's name in Schedule I directly
below the column entitled "Revolving Loan Commitment," as the same may be
reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or Section
10.

          "Revolving Loan Maturity Date" shall mean June 10, 2008.

          "Revolving Note" shall have the meaning provided in Section 1.05(a).

          "RL Commitment Fee" shall have the meaning provided in Section
3.01(a).

          "RL Lender" shall mean at any time each Lender with a Revolving Loan
Commitment or with outstanding Revolving Loans.

          "RL Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Lender at such time and the denominator of which is the Total
Revolving Loan Commitment at such time, provided that if the RL Percentage of
any Lender is to be determined after the Total Revolving Loan Commitment has
been terminated, then the RL Percentages of the Lenders shall be determined
immediately prior (and without giving effect) to such termination.

          "Rolling Stock" shall mean railroad cars, locomotives, stacktrain cars
and other rolling stock (including superstructures, racks and accessories
thereto).

          "Rollover Amount" shall have the meaning provided in Section 9.11(b).

          "S&P" shall mean Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc.

          "Scheduled Existing Indebtedness" shall have the meaning provided in
Section 5.08(c)

          "Scheduled Repayment" shall have the meaning provided in Section
4.02(b).

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

          "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

<PAGE>

          "Secured Creditors" shall have the meaning provided in the Security
Documents.

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

          "Security Agreement" shall have the meaning provided in Section
5.09(b).

          "Security Agreement Collateral" shall mean all of the "Collateral" as
defined in the Security Agreement.

          "Security Documents" shall mean and include the Pledge Agreements, the
Security Agreement and each Additional Security Document, if any.

          "Senior Subordinated Notes" shall mean the Borrower's 11-3/4% Senior
Subordinated Notes due 2007, issued pursuant to the Senior Subordinated Note
Indenture, as in effect on the Effective Date and as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

          "Senior Subordinated Notes Documents" shall mean the Senior
Subordinated Notes, the Senior Subordinated Notes Indenture and all other
documents executed and delivered with respect to the Senior Subordinated Notes
or Senior Subordinated Notes Indenture, as in effect on the Effective Date and
as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Senior Subordinated Notes Indenture" shall mean the Indenture, dated
as of May 28, 1999, among the Borrower, the Subsidiary Guarantors and the Senior
Subordinated Notes Indenture Trustee, as in effect on the Effective Date and as
thereafter amended, modified or supplemented from time to time in accordance
with the requirements hereof and thereof.

          "Senior Subordinated Notes Indenture Trustee" shall mean Wilmington
Trust Company or any successor thereto.

          "Senior Subordinated Notes Refinancing" shall have the meaning
provided in Section 8.17(b).

          "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by the Borrower (and not guaranteed or supported in any
way by the Borrower or any of its Subsidiaries) in the form of Exhibit M.

          "Shareholders' Agreements" shall have the meaning provided in Section
5.11.

          "Specified Default" shall mean a Default under Section 10.01 or 10.05.

          "Standby Letter of Credit" shall have the meaning provided in Section
2.01(a).

          "Start Date" shall have the meaning provided in the definition of
Applicable Margin.

<PAGE>

          "Stated Amount" of each Letter of Credit shall mean the maximum amount
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met).

          "STB" shall mean the Surface Transportation Board or any successor
thereto.

          "Subsidiaries Guaranty" shall have the meaning provided in Section
5.10.

          "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity (other than a corporation) in which such Person directly
or indirectly through Subsidiaries, has more than a 50% Equity Interest at the
time. Notwithstanding the foregoing (and except for purposes of Sections 7.01,
7.04, 7.12, 7.16, 7.17, 7.20, 8.01(h), 8.07, 8.08, 10.05, 10.06 and 10.09, and
the definitions of Unrestricted Subsidiary and Wholly-Owned Unrestricted
Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to
be a Subsidiary of the Borrower or any of its other Subsidiaries for purposes of
this Agreement.

          "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary (and, to the extent required by Section 8.12, each Wholly-Owned
Foreign Subsidiary) of the Borrower that is or becomes a party to a Guaranty.

          "Subsidiary Redesignation" shall have the meaning provided in the
definition of "Unrestricted Subsidiary" contained in this Section 11.

          "Supermajority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if (x) all outstanding Obligations of the other Tranches under
this Agreement were repaid in full and all Commitments with respect thereto were
terminated and (y) the percentage "50%" contained therein were changed to
"66-2/3%".

          "Swingline Expiry Date" shall mean the date which is five Business
Days prior to the Revolving Loan Maturity Date.

          "Swingline Lender" shall mean DBTCA, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as a lender of
Swingline Loans.

          "Swingline Loan" shall have the meaning provided in Section 1.01(c).

          "Swingline Note" shall have the meaning provided in Section 1.05(a).

          "Syndication Date" shall mean that date upon which the Administrative
Agent determines (and notifies the Borrower and the Lenders) that the primary
syndication of the Loans and Commitments (and resultant addition of Persons as
Lenders pursuant to Section 13.04(b)) has been completed.

<PAGE>

          "Tax Allocation Agreements" shall have the meaning provided in Section
5.11.

          "Tax Benefit" shall have the meaning provided in Section 4.04(c).

          "Taxes" shall have the meaning provided in Section 4.04(a).

          "Term Loan" shall have the meaning provided in Section 1.01(a).

          "Term Loan Commitment" shall mean, with respect to each Lender, the
amount set forth opposite such Lender's name in Schedule I directly below the
column entitled "Term Loan Commitment," as the same may be reduced or terminated
pursuant to Sections 3.03, 4.02 and/or 10.

          "Term Loan Commitment Termination Date" shall mean the earlier of (i)
the Redemption Date and (ii) the 37th day following the Initial Borrowing Date.

          "Term Loan Maturity Date" shall mean June 10, 2010.

          "Term Note" shall have the meaning provided in Section 1.05(a).

          "Test Period" shall mean each period of four consecutive fiscal
quarters then last ended, in each case taken as one accounting period.
Notwithstanding anything to the contrary contained above or in Section 13.07 or
otherwise required by GAAP, in the case of any Test Period ending prior to the
first anniversary of the Initial Borrowing Date, such period shall be a one-year
period ending on the last day of the fiscal quarter last ended, with any
calculations of Consolidated Interest Expense required in determining compliance
with Section 9.09 to be made on a pro forma basis in accordance with, and to the
extent provided in, the immediately succeeding sentence. To the extent the
respective Test Period (i) includes the fourth fiscal quarter of the fiscal year
of the Borrower ended closest to December 31, 2002, Consolidated Interest
Expense for such fiscal quarter shall be deemed to be $3,100,000, (ii) includes
the first fiscal quarter of the fiscal year of the Borrower ended closest to
December 31, 2003, Consolidated Interest Expense for such fiscal quarter shall
be deemed to be $3,100,000 and (iii) includes the second fiscal quarter for the
fiscal year of the Borrower ended closest to December 31, 2003, Consolidated
Interest Expense shall be determined by (x) taking actual Consolidated Interest
Expense determined in accordance with the definition thereof for any period
beginning on, and ending after, the Initial Borrowing Date and (y) for each day
of such fiscal quarter occurring prior to the Initial Borrowing Date, using a
per-day Consolidated Interest Expense of $34,444.44; provided that any
additional adjustments required by the definition of Pro Forma Basis for
occurrences after the Initial Borrowing Date shall also be made.

          "TL Commitment Fee" shall have the meaning provided in Section
3.01(b).

          "TL Percentage" shall mean of any Lender a fraction (expressed as a
percentage) the numerator of which is the Term Loan Commitment of such Lender on
the Initial Borrowing Date (without giving effect to any reduction thereto
pursuant to Sections 3.03, 4.02 and/or 10) and the denominator is the Total Term
Loan Commitment on the Initial Borrowing Date (without giving effect to any
reduction to the Term Loan Commitments pursuant to Sections 3.03, 4.02 and/or
10).

<PAGE>

          "Total Commitment" shall mean, at any time, the sum of the Total Term
Loan Commitment and the Total Revolving Loan Commitment.

          "Total Leverage Ratio" shall mean on any date the ratio of (i)
Consolidated Debt on such date to (ii) Consolidated EBITDA for the Test Period
most recently ended on or prior to such date. All calculations of the Total
Leverage Ratio shall be made on a Pro Forma Basis, it being understood and
agreed that, as provided in the definition of Pro Forma Basis, the adjustments
contained in clause (v) thereof shall not be taken into account in determining
the Total Leverage Ratio.

          "Total Revolving Loan Commitment" shall mean the sum of the Revolving
Loan Commitments of each of the Lenders.

          "Total Term Loan Commitment" shall mean the sum of the Term Loan
Commitments of each of the Lenders.

          "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
(i) the Total Revolving Loan Commitment at such time less (ii) the sum of (I)
the aggregate principal amount of all Revolving Loans and Swingline Loans
outstanding at such time plus (II) the Letter of Credit Outstandings at such
time.

          "Trade Letter of Credit" shall have the meaning set forth in Section
2.01(a).

          "Tranche" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being three separate Tranches, i.e., Term
Loans, Revolving Loans and Swingline Loans.

          "Transaction" shall mean, collectively, (i) the consummation of the
Refinancing, (ii) the entering into of the Credit Documents and the incurrence
of all Loans hereunder on the Initial Borrowing Date and (iii) the payment of
fees and expenses in connection with the foregoing.

          "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Base Rate Loan or a Eurodollar Loan.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction.

          "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions).

          "Unpaid Drawing" shall have the meaning provided in Section 2.04(a).

<PAGE>

          "Unrestricted Subsidiary" shall mean any Subsidiary of the Borrower
that is acquired or created after the Initial Borrowing Date and designated by
the Borrower as an Unrestricted Subsidiary hereunder by written notice to the
Administrative Agent, provided that the Borrower shall only be permitted to so
designate a new Unrestricted Subsidiary after the Initial Borrowing Date and so
long as (i) no Default or Event of Default exists or would result therefrom,
(ii) in the case of any Unrestricted Subsidiary directly owned by the Borrower
or any of its Wholly-Owned Domestic Subsidiaries, 100% of the Equity Interests
of such newly-designated Unrestricted Subsidiary are owned by the Borrower or
such Wholly-Owned Domestic Subsidiary and (iii) all of the provisions of Section
9.15 shall have been complied with in respect of such newly-designated
Unrestricted Subsidiary and such Unrestricted Subsidiary shall be capitalized
(to the extent capitalized by the Borrower or any of its Subsidiaries) through
Investments as permitted by, and in compliance with, Section 9.05(k), with any
assets owned by such Unrestricted Subsidiary at the time of the initial
designation thereof to be treated as Investments pursuant to Section 9.05(k),
provided that at the time of the initial Investment by the Borrower or any
Wholly-Owned Domestic Subsidiary in such Subsidiary, the Borrower shall
designate such entity as an Unrestricted Subsidiary in a written notice to the
Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to
be a Subsidiary for purposes of this Agreement (each a "Subsidiary
Redesignation"), provided that (i) such Unrestricted Subsidiary, both before and
after giving effect to such designation, shall be a Wholly-Owned Subsidiary of
the Borrower, (ii) no Default or Event of Default then exists or would occur as
a consequence of any such Subsidiary Redesignation (including but not limited
to, under Sections 9.03 and 9.04), (iii) all actions which would be required to
be taken pursuant to Section 9.15(a) in connection with the establishment,
creation or acquisition of a new Domestic Subsidiary or a new Foreign Subsidiary
are taken at the time of the respective Subsidiary Redesignation, (iv)
calculations are made by the Borrower of compliance with the covenants contained
in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence
appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as
if the respective Subsidiary Redesignation (as well as all other Subsidiary
Redesignations theretofore consummated after the first day of such Calculation
Period) had occurred on the first day of such Calculation Period, and such
calculations shall show that such financial covenants would have been complied
with if the Subsidiary Redesignation had occurred on the first day of such
Calculation Period (for this purpose, if the first day of the respective
Calculation Period occurs prior to the Initial Borrowing Date, calculated as if
the covenants contained in Sections 9.09 and 9.10 (in each case, giving effect
to the last sentence appearing therein) had been applicable from the first day
of the Calculation Period and (y) using the covenant levels contained in such
Sections 9.09 and 9.10 for the Calculation Period ending September 30, 2003 in
connection with any Subsidiary Redesignation made prior to September 30, 2003),
(v) based on good faith projections prepared by the Borrower for the period from
the date of the respective Subsidiary Redesignation to the date which is one
year thereafter, the level of financial performance measured by the covenants
set forth in Sections 9.09 and 9.10 (in each case, giving effect to the last
sentence appearing therein) shall be better than or equal to such level as would
be required to provide that no Default or Event of Default would exist under the
financial covenants contained in Sections 9.09 and 9.10 ((x) in each case,
giving effect to the last sentence appearing therein and (y) using the covenant
levels contained in such Sections 9.09 and 9.10 for the Calculation Period
ending September 30, 2003 for any portion of such period prior to September 30,
2003) through the date which is one year from the date of the respective
Subsidiary Redesignation, (vi) calculations are

<PAGE>

made by the Borrower demonstrating compliance with an Adjusted Total Leverage
Ratio not to exceed 2.25:1.00 on the last day of the relevant Calculation
Period, on a Pro Forma Basis as if the respective Subsidiary Redesignation (as
well as all other Subsidiary Redesignations theretofore consummated after the
first day of such Calculation Period) had occurred on the first day of such
Calculation Period, (vii) all representations and warranties contained herein
and in the other Credit Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the date of such Subsidiary Redesignation (both before
and after giving effect thereto), unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date, (viii) after giving
effect to such Subsidiary Redesignation and all payments made in connection
therewith, the Total Unutilized Revolving Loan Commitment shall equal or exceed
$10,000,000, and (ix) the Borrower shall have delivered to the Administrative
Agent an officer's certificate executed by an Authorized Officer of the
Borrower, certifying to the best of such officer's knowledge, compliance with
the requirements of preceding clauses (i) through (viii), inclusive, and
containing the calculations required by the preceding clauses (iv), (v), (vi)
and (viii).

          "Unutilized Revolving Loan Commitment" with respect to any RL Lender
at any time shall mean such RL Lender's Revolving Loan Commitment at such time
less the sum of (i) the aggregate outstanding principal amount of all Revolving
Loans made by such RL Lender and (ii) such RL Lender's RL Percentage of the
total Letter of Credit Outstandings at such time.

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

          "U.S. Dollar Equivalent" shall mean, at any time for the determination
thereof, the amount of U.S. Dollars which could be purchased with the amount of
the relevant foreign currency involved in such computation at the spot exchange
rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (London
time) on the date two Business Days prior to the date of any determination
thereof for purchase on such date.

          "U.S. Pledge Agreement" shall have the meaning provided in Section
5.09(a).

          "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

          "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying shares
and/or other nominal amounts of shares required to be held other than by such
Person under applicable law) is at the time owned by such Person and/or one or
more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
association, limited liability company, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% equity interest at such time; provided that (x) except as provided in the
last sentence of the definition of

<PAGE>

Subsidiary and (y) other than in the definition of Wholly-Owned Unrestricted
Subsidiary, no Unrestricted Subsidiary shall be considered a Wholly-Owned
Subsidiary.

          "Wholly-Owned Unrestricted Subsidiary" shall mean, as to any Person,
any Wholly-Owned Subsidiary of such Person which is an Unrestricted Subsidiary.

          "Written" (whether lower or upper case) or "in writing" shall mean any
form of written communication or a communication by means of telex, facsimile
device, telegraph or cable.

          SECTION 12. The Agents.

          12.01   Appointment. Each Lender hereby irrevocably designates and
appoints DBTCA as Administrative Agent of such Lender (for purposes of this
Section 12, the term "Administrative Agent" shall mean DBTCA in its capacity as
Administrative Agent hereunder and Collateral Agent pursuant to the Security
Documents), BSCL and CLNY as Co-Syndication Agents and CSFB and Harris Bank as
Co-Documentation Agents to act as specified herein and in the other Credit
Documents, and each such Lender hereby irrevocably authorizes the Administrative
Agent, each Co-Syndication Agent and each Co-Documentation Agent to take such
action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent, such Co-Syndication Agent and such
Co-Documentation Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Each of the Agents agrees to act as such upon the express conditions contained
in this Section 12. Notwithstanding any provision to the contrary elsewhere in
this Agreement or in any other Credit Document, the Administrative Agent, each
Co-Syndication Agent and each Co-Documentation Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in the other
Credit Documents, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent,
such Co-Syndication Agent or such Co-Documentation Agent. The provisions of this
Section 12 are solely for the benefit of the Administrative Agent, each
Co-Syndication Agent, each Co-Documentation Agent and the Lenders, and neither
the Borrower nor any of its Subsidiaries shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and
duties under this Agreement, each of the Administrative Agent, each
Co-Syndication Agent and each Co-Documentation Agent shall act solely as agent
of the Lenders and does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for any Borrower or any of
its Subsidiaries.

          12.02   Delegation of Duties. Each Agent may execute any of its duties
under this Agreement or any other Credit Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

          12.03   Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any

<PAGE>

action lawfully taken or omitted to be taken by it or such person in its
capacity as an Agent under or in connection with this Agreement or the other
Credit Documents (except for its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final and non-appealable
decision) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower, any of
its Subsidiaries or any of their respective officers contained in this Agreement
or the other Credit Documents, any other Document or in any certificate, report,
statement or other document referred to or provided for in, or received by any
Agent under or in connection with, this Agreement or any other Document or for
any failure of the Borrower or any of its Subsidiaries or any of their
respective officers to perform its obligations hereunder or thereunder. No Agent
shall be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or the other Documents, or to inspect the properties, books
or records of the Borrower or any of its Subsidiaries. No Agent shall be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Agreement or any other
Document or for any representations, warranties, recitals or statements made
herein or therein or made in any written or oral statement or in any financial
or other statements, instruments, reports, certificates or any other documents
in connection herewith or therewith furnished or made by such Agent to the
Lenders or by or on behalf of the Borrower or any of its Subsidiaries to any
Agent or any Lender or be required to ascertain or inquire as to the performance
or observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of the
Loans or of the existence or possible existence of any Default or Event of
Default.

          12.04   Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex
or teletype message, statement, order or other document or conversation
reasonably believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower or any of
their respective Subsidiaries), independent accountants and other experts
selected by it. Each Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Credit Document unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Credit Documents in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.

          12.05   Notice of Default. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default unless such Agent
has actually received notice from a Lender or a Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that any Agent receives such a
notice, such Agent shall give prompt notice thereof to the Lenders. The Agents
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders; provided, that, unless and until
any Agent, shall have received such directions, such Agent, may (but shall not
be obligated to) take such action, or refrain from

<PAGE>

taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

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

          12.07   Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such ratably according with its "percentage" as used in
determining the Required Lenders at such time or, if the Commitments have
terminated and all Loans have been repaid in full, as determined immediately
prior to such termination and repayment (with such "percentages" to be
determined as if there are no Defaulting Lenders), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Obligations) be imposed on, incurred by or asserted against such Agent in
its capacity as such in any way relating to or arising out of this Agreement or
any other Credit Document, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted to
be taken by such Agent under or in connection with any of the foregoing, but
only to the extent that any of the foregoing is not paid by the Borrower or any
of its Subsidiaries; provided, that no Lender shall be liable to any Agent for
the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
primarily from the gross negligence or willful misconduct of such Agent (as
determined by a court of competent jurisdiction in a final and non-appealable
decision). If any indemnity furnished to any Agent for any purpose shall, in the
opinion of such Agent be insufficient or become impaired, such Agent may call
for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section 12.07 shall survive the payment of all Obligations.

<PAGE>

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

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

          12.10   Resignation of the Agents. (a) The Administrative Agent may
resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 30 Business Days' prior
written notice to the Lenders and, unless a Default or an Event of Default under
Section 10.05 then exists, the Borrower. Any such resignation by an Agent
hereunder shall also constitute its resignation (if applicable) as a Letter of
Credit Issuer and Swingline Lender, in which case the resigning Agent (x) shall
not be required to issue any further Letters of Credit or make any additional
Swingline Loans hereunder and (y) shall maintain all of its rights as Letter of
Credit Issuer or Swingline Lender, as the case may be, with respect to any
Letter of Credit issued by it, or Swingline Loans made by it, prior to the date
of such resignation. Such resignation shall take effect upon the appointment of
a successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.

          (b)     Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to the Borrower.

          (c)     If a successor Administrative Agent shall not have been so
appointed within such 30 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed), shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.

          (d)     If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 30th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Lenders appoint
a successor Administrative Agent as provided above.

<PAGE>

          (e)     Each Co-Syndication Agent may resign from the performance of
all its functions and duties hereunder and/or under the other Credit Documents
at any time by giving five Business Days' prior written notice to the Lenders.
Such resignation shall take effect at the end of such five Business Day period.
Upon the effectiveness of the resignation of such Co-Syndication Agent, the
Administrative Agent shall assume all of the functions and duties of such
Co-Syndication Agent hereunder and/or under the other Credit Documents.

          (f)     Each Co-Documentation Agent may resign from the performance of
all its functions and duties hereunder and/or under the other Credit Documents
at any time by giving five Business Days' prior written notice to the Lenders.
Such resignation shall take effect at the end of such five Business Day period.
Upon the effectiveness of the resignation of such Co-Documentation Agent, the
Administrative Agent shall assume all of the functions and duties of such
Co-Documentation Agent hereunder and/or under the other Credit Documents.

          (g)     Upon a resignation of any Agent pursuant to this Section
12.10, such Agent shall remain indemnified to the extent provided in this
Agreement and the other Credit Documents and the provisions of this Section 12
shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as such Agent.

          SECTION 13. Miscellaneous.

          13.01   Payment of Expenses, etc. The Borrower agrees to: (i) pay all
reasonable out-of-pocket costs and expenses of the Agents (including, without
limitation, the reasonable fees and disbursements of White & Case LLP and local
counsel) in connection with the negotiation, preparation, execution and delivery
of the Credit Documents and the documents and instruments referred to therein
and any amendment, waiver or consent relating thereto and in connection with the
Agents' syndication efforts with respect to this Agreement; (ii) pay all
reasonable out-of-pocket costs and expenses of each Agent, each Letter of Credit
Issuer and each of the Lenders in connection with the enforcement of the Credit
Documents and the documents and instruments referred to therein and, after an
Event of Default shall have occurred and be continuing, the protection of the
rights of each Agent, each Letter of Credit Issuer and each of the Lenders
thereunder (including, without limitation, the reasonable fees and disbursements
of counsel (including in-house counsel) for each Agent, for each Letter of
Credit Issuer and for each of the Lenders); (iii) pay and hold each of the
Lenders harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (iv) indemnify each Agent, the Collateral Agent,
each Letter of Credit Issuer and each Lender, their respective officers,
directors, employees, representatives, trustees and agents from and hold each of
them harmless against any and all losses, liabilities, claims, damages or
expenses incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not any Agent, the Collateral Agent, any Letter of Credit
Issuer or any Lender is a party thereto and whether or not any such
investigation, litigation or other proceeding is between or among any Agent, the
Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or
any third Person or otherwise) related to the entering into and/or performance
of this Agreement or any other Document or the use of the proceeds of any Loans
hereunder or any drawing on any Letter of

<PAGE>

Credit or the Transaction or the consummation of any other transactions
contemplated in any Document (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified, as determined
by a court of competent jurisdiction in a final and non-appealable decision), or
(b) the actual or alleged presence of Hazardous Materials in the air, surface
water or groundwater or on the surface or subsurface of any Real Property or any
Environmental Claim, in each case, including, without limitation, the reasonable
fees and disbursements of counsel and independent consultants incurred in
connection with any such investigation, litigation or other proceeding. To the
extent that the undertaking to indemnify, pay or hold harmless any Agent or any
Lender set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law. No person to be
indemnified shall be liable for any damages arising from the use by others of
any information or other materials obtained through Intralinks or other similar
transmission systems in connection with this Agreement. All amounts due under
this Section 13.01 shall be payable within ten (10) Business Days after demand
therefore. The agreements in this Section 13.01 shall survive the payment of all
Obligations.

          13.02   Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Agent, each Letter
of Credit Issuer and each Lender is hereby authorized at any time or from time
to time, without presentment, demand, protest or other notice of any kind to the
Borrower or any of its Subsidiaries or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and apply any and
all deposits (general or special) and any other Indebtedness at any time held or
owing by such Agent, such Letter of Credit Issuer or such Lender (including,
without limitation, by branches and agencies of such Agent, such Letter of
Credit Issuer and such Lender wherever located) to or for the credit or the
account of the Borrower or any of its Subsidiaries against and on account of the
Obligations of the Borrower or any of its Subsidiaries to such Agent, such
Letter of Credit Issuer or such Lender under this Agreement or under any of the
other Credit Documents, including, without limitation, all interests in
Obligations of the Borrower or any of its Subsidiaries purchased by such Lender
pursuant to Section 13.06(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Agent, such Letter of Credit Issuer or such
Lender shall have made any demand hereunder and although said Obligations shall
be contingent or unmatured.

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

<PAGE>

          (b)     Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or DBTCA (in the case of a Borrowing of Swingline Loans) or
any Letter of Credit Issuer (in the case of the issuance of a Letter of Credit),
as the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent or DBTCA or any Letter of Credit Issuer in good faith to be
from an Authorized Officer of the Borrower. In each such case, the Borrower
hereby waives the right to dispute the Administrative Agent's, DBTCA's or such
Letter of Credit Issuer's record of the terms of such telephonic notice.

          13.04   Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, the Borrower may not assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of each of the Lenders and,
provided further, that, although any Lender may grant participations in its
rights hereunder, such Lender shall remain a "Lender" for all purposes hereunder
(and may not transfer or assign all or any portion of its Commitments or Loans
hereunder except as provided in Section 13.04(b)) and the participant shall not
constitute a "Lender" hereunder and, provided further, that no Lender shall
transfer or grant any participation under which the participant shall have
direct or indirect rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter
of Credit (unless such Letter of Credit is not extended beyond the Revolving
Loan Maturity Date) in which such participant is participating, or reduce the
rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof, or increase the amount
of the participant's participation over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the Total Commitment or of a mandatory repayment of Loans
shall not constitute a change in the terms of such participation, that an
increase in any Commitment or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof and that any amendment or modification to the financial definitions in
this Agreement shall not constitute a reduction in any rate of interest or fees
for purposes of this clause (i)), (ii) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement or (iii)
release all or substantially all of the Collateral under all of the Security
Documents (except as expressly provided in the Security Documents) supporting
the Loans hereunder in which such participant is participating. In the case of
any such participation, the participant shall not have any rights under this
Agreement or any of the other Credit Documents (the participant's rights against
such Lender in respect of such participation to be those set forth in the
agreement executed by such Lender in favor of the participant relating thereto)
and all amounts payable by the Borrower hereunder shall be determined as if such
Lender had not sold such participation.

          (b)     Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Revolving Loan Commitment (and related outstanding Obligations hereunder) and/or
its outstanding Term Loans (and if prior to the termination of the Total Term
Loan Commitment, Term Loan Commitments) to (i) its parent company and/or any
affiliate of such Lender which is at least 50% owned by such Lender

<PAGE>

or its parent company, (ii) one or more Lenders or (iii) in the case of any
Lender that is a fund that invests in bank loans or that manages (directly or
through an Affiliate) any fund that invests in bank loans, any fund that invests
in bank loans and is managed by the same investment advisor as a Lender, by an
Affiliate of such investment advisor or by a Lender, as the case may be, or (y)
assign all, or if less than all, a portion equal to at least $1,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of such Revolving Loan
Commitments (and related outstanding Obligations hereunder) and outstanding
principal amount of Term Loans (and if prior to the termination of the Total
Term Loan Commitment, Term Loan Commitments) to one or more Eligible Transferees
(treating (x) any fund that invests in bank loans and (y) any other fund that
invests in bank loans and is managed by the same investment advisor as such fund
or by an Affiliate of such investment advisor, as a single Eligible Transferee),
each of which assignees shall become a party to this Agreement as a Lender by
execution of an Assignment and Assumption Agreement, provided that, (i) at such
time Schedule I shall be deemed modified to reflect the Commitments and/or
outstanding Term Loans, as the case may be, of such new Lender and of the
existing Lenders, (ii) upon surrender of the old Notes (or the furnishing of a
standard indemnity letter from the respective assigning Lender in respect of any
lost Notes reasonably acceptable to the Borrower), new Notes will be issued, at
the Borrower's expense, to such new Lender and to the assigning Lender, such new
Notes to be in conformity with the requirements of Section 1.05 (with
appropriate modifications) to the extent needed to reflect the revised
Commitments and/or outstanding Term Loans, as the case may be, (iii) the consent
of the Administrative Agent and, so long as no Specified Default and no Event of
Default is then in existence, the Borrower shall be required in connection with
any assignment to an Eligible Transferee pursuant to clause (y) of this Section
13.04(b) (which consent, in each case, shall not be unreasonably withheld or
delayed), provided that the consent of the Borrower shall not be required in
connection with assignments by DBTCA pursuant to clause (y) of this Section
13.04(b) consummated within 45 days of the Initial Borrowing Date to financial
institutions previously identified by DBTCA to the Borrower and (iv) the
Administrative Agent shall receive at the time of each assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500 and, provided further, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to
Section 13.17. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Commitments and/or outstanding Term Loans. At the
time of each assignment pursuant to this Section 13.04(b) to a Person which is
not already a Lender hereunder and which is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes, the respective assignee Lender shall provide to the Borrower and the
Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable a Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To
the extent that an assignment of all or any portion of a Lender's Revolving Loan
Commitment and outstanding Obligations pursuant to Section 1.13 or this Section
13.04(b) would, due to circumstances existing at the time of such assignment,
result in increased costs under Section 1.10, 1.11, 2.05 or 4.04 from those
being charged by the respective assigning Lender prior to such assignment, then
the Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
assignment). Notwithstanding anything to the contrary contained above, at any
time after the termination of the Total Revolving Loan Commitment, if any
Revolving Loans or Letters of Credit remain

<PAGE>

outstanding, assignments may be made as provided above, except that the
respective assignment shall be of a portion of the outstanding Revolving Loans
of the respective RL Lender and its participation in Letters of Credit and its
obligation to make Mandatory Borrowings, although any such assignment effected
after the termination of the Total Revolving Loan Commitment shall not release
the assigning RL Lender from its obligations as a Participant with respect to
outstanding Letters of Credit or to fund its share of any Mandatory Borrowing
(although the respective assignee may agree, as between itself and the
respective assigning RL Lender, that it shall be responsible for such amounts).

          (c)     Nothing in this Agreement shall prevent or prohibit any Lender
or DBTCA from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank and,
with notice to the Administrative Agent, any Lender which is a fund may pledge
all or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No pledge pursuant to this clause (c) shall release
the transferor Lender from any of its obligations hereunder.

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

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

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

<PAGE>

portion of such excess amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

          13.07   Calculations; Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); provided, that except as otherwise specifically
provided herein, all computations determining the Adjusted Total Leverage Ratio,
the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance
with Sections 4.02, 8.14 and 9, including definitions used therein shall, in
each case, utilize accounting principles and policies in effect at the time of
the preparation of, and in conformity with those used to prepare, the December
27, 2002 financial statements of the Borrower delivered to the Lenders pursuant
to Section 7.10(b); provided further, that (i) to the extent expressly required
pursuant to the provisions of this Agreement, certain calculations shall be made
on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense
for any portion of any Test Period which ends prior to the Initial Borrowing
Date shall be calculated in accordance with the definition of Test Period
contained herein and (iii) for purposes of calculating the Applicable Margins,
financial ratios, financial terms, all covenants and related definitions, all
such calculations based on the operations of the Borrower and its Subsidiaries
on a consolidated basis shall be made without giving effect to the operations of
any Unrestricted Subsidiaries.

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

          13.08   Governing Law; Submission to Jurisdiction; Venue. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, the
Borrower hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The
Borrower hereby further irrevocably waives any claim that any such courts lack
jurisdiction over the Borrower, and agrees not to plead or claim, in any legal
action or proceeding with respect to this Agreement or any other Credit Document
brought in any of the aforesaid courts, that any such court lacks jurisdiction
over the Borrower. The Borrower further irrevocably consents to the service of
process in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Borrower, at its address
for notices pursuant to Section 13.03, such service to become effective 30 days
after such mailing. The Borrower hereby irrevocably waives any objection to such
service of process and further irrevocably waives and agrees not to plead or
claim in any action or proceeding commenced hereunder or under any other Credit
Document that service of process was in any way invalid or ineffective. Nothing
herein shall affect the right of any Agent, the Collateral Agent, any Lender or
the holder of any Note to serve process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against any Credit Party in
any other jurisdiction.

<PAGE>

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

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

          13.10   Effectiveness. This Agreement shall become effective on the
date (the "Effective Date") on which the Borrower, the Administrative Agent,
each Co-Syndication Agent and each Co-Documentation Agent and each Lender shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered the same (including by way of facsimile transmission)
to the Administrative Agent at the Notice Office or at the office of Agents'
counsel. The Administrative Agent will give the Borrower and each Lender prompt
written notice of the occurrence of the Effective Date.

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

          13.12   Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, provided that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected thereby in the case of the following clause
(i)), (i) extend the final scheduled maturity of any Loan or Note or extend the
stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date,
or reduce the rate or extend the time of payment of interest (other than as a
result of any waiver of the applicability of any post-default increase in
interest rates) or Fees thereon, or reduce the principal amount thereof (it
being understood that any amendment or modification to the financial definitions
in this Agreement shall not constitute a reduction in any rate of interest or
fees for purposes of this clause (i), notwithstanding the fact that such
amendment or modification actually results in such a reduction), (ii) release
(x) all or substantially all of the Collateral (except as expressly provided in
the Security Documents) under all the Security Documents or (y) all or
substantially all of the Guarantors from the Subsidiaries Guaranty, (iii) amend,
modify or waive any provision of this Section 13.12 (except for technical
amendments with respect to additional extensions of credit pursuant to this
Agreement which afford the protections to such additional extensions of credit
of the type provided to the Term Loans and the Revolving Loan Commitments on the
Effective Date), (iv) reduce the percentage specified 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

<PAGE>

substantially the same basis as the extensions of Term Loans and Revolving Loan
Commitments are included on the Effective Date), (v) amend or modify Section
13.06 in a manner that would alter the pro rata sharing of payments required
thereby, or (vi) consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement or any other Credit Document;
provided further, that no such change, waiver, discharge or termination shall
(t) increase the Commitments of any Lender over the amount thereof then in
effect without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Commitment shall not constitute an
increase of the Commitment of any Lender, and that an increase in the available
portion of any Commitment of any Lender shall not constitute an increase in the
Commitment of such Lender), (u) without the consent of each Letter of Credit
Issuer, amend, modify or waive any provision of Section 2 or alter its rights or
obligations with respect to Letters of Credit, (v) without the consent of DBTCA,
alter its rights or obligations with respect to Swingline Loans, (w) without the
consent of the Agents, amend, modify or waive any provision of Section 12 as
same applies to the Agents or any other provision as same relates to the rights
or obligations of the Agents and (x) without the consent of the Collateral
Agent, amend, modify or waive any provision relating to the rights or
obligations of the Collateral Agent, (y) without the consent of the
Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the
date of, any Scheduled Repayment (except that, if additional Loans are made
pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be
increased on a proportionate basis without the consent otherwise required by
this clause (y)), or (z) amend the definition of Supermajority 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
Supermajority Lenders on substantially the same basis as the extensions of Loans
and Commitments are included on the Effective Date).

          (b)     If, in connection with any proposed change, waiver, discharge
or termination of or to any of the provisions of this Agreement as contemplated
by clauses (i) through (vi), inclusive, of the first proviso to Section
13.12(a), the consent of the Required Lenders is obtained but the consent of one
or more of such other Lenders whose consent is required is not obtained, then
the Borrower shall have the right, on and after the Term Loan Commitment
Termination Date, so long as all non-consenting Lenders whose individual consent
is required are treated as described in either clause (A) or (B) below, to
either (A) replace each such non-consenting Lender or Lenders (or, at the option
of the Borrower if the respective Lender's consent is required with respect to
less than all Tranches of Loans (or related Commitments), to replace only the
Revolving Loan Commitments and/or Loans of the respective non-consenting Lender
which gave rise to the need to obtain such Lender's individual consent) with one
or more Replacement Lenders pursuant to Section 1.13 so long as at the time of
such replacement, each such Replacement Lender consents to the proposed change,
waiver, discharge or termination or (B) terminate such non-consenting Lender's
Revolving Loan Commitment (if such Lender's consent is required as a result of
its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of
such Lender which gave rise to the need to obtain such Lender's consent and/or
cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit
of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(b), provided
that, unless the Commitments which are terminated and Loans which are repaid
pursuant to preceding clause (B) are immediately replaced in full at such time
through the addition of new Lenders or the increase of the Commitments and/or
outstanding Loans of existing Lenders (who in each case

<PAGE>

must specifically consent thereto), then in the case of any action pursuant to
preceding clause (B), the Required Lenders (determined after giving effect to
the proposed action) shall specifically consent thereto, provided further, that
the Borrower shall not have the right to replace a Lender, terminate its
Commitment or repay its Loans solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 13.12(a).

          13.13   Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.05, 4.04, 12.07 and 13.01, shall, subject
to the provisions of Section 13.18 (to the extent applicable), survive the
execution and delivery of this Agreement and the making and repayment of the
Loans.

          13.14   Domicile of Loans and Commitments. Each Lender may transfer
and carry its Loans and/or Commitments at, to or for the account of any branch
office, subsidiary or affiliate of such Lender; provided, that the Borrower
shall not be responsible for costs arising under Section 1.10, 1.11, 2.05 or
4.04 resulting from any such transfer (other than a transfer pursuant to Section
1.12) to the extent such costs would not otherwise be applicable to such Lender
in the absence of such transfer.

          13.15   Confidentiality. (a) Each of the Lenders agrees that it will
use its reasonable efforts not to disclose without the prior consent of the
Borrower (other than to its directors, trustees, employees, officers, auditors,
counsel or other professional advisors, to affiliates or to another Lender if
the Lender or such Lender's holding or parent company in its sole discretion
determines that any such party should have access to such information, provided
that such persons shall be subject to the provisions of this Section 13.15 to
the same extent as such Lender) any information with respect to the Borrower or
any of its Subsidiaries which is furnished by the Borrower or any of its
Subsidiaries pursuant to this Agreement; provided, that any Lender may disclose
any such information (a) which is publicly known at the time of the disclosure
or which has become generally available to the public, (b) as may be required or
appropriate (x) in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors or (y) in connection with any request
or requirement of any such regulatory body (including any securities exchange or
self-regulatory organization), (c) as may be required or appropriate in response
to any summons or subpoena or in connection with any litigation or other legal
process, (d) to comply with any law, order, regulation or ruling applicable to
such Lender, and (e) to any prospective transferee in connection with any
contemplated transfer of any of the Notes or any interest therein by such
Lender; provided, that such prospective transferee agrees to be bound by this
Section 13.15 to the same extent as such Lender.

          (b)     The Borrower hereby acknowledges and agrees that each Lender
may share with any of its affiliates any information related to the Borrower or
any of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower and its
Subsidiaries), provided that such Persons shall be subject to the provisions of
this Section 13.15 to the same extent as such Lender.

<PAGE>

          (c)     Each Credit Party hereby represents and acknowledges that, to
the best of its knowledge, neither any Agent nor any Lender, nor any employees
or agents of, or other persons affiliated with, any Agent or any Lender, have
directly or indirectly made or provided any statement (oral or written) to such
Credit Party or to any of its employees or agents, or other persons affiliated
with or related to such Credit Party (or, so far as such Credit Party is aware,
to any other person), as to the potential tax consequences of the Transaction.

          (d)     Neither the Agents nor the Lenders provide accounting, tax or
legal advice. Notwithstanding any express or implied claims of exclusivity or
proprietary rights, each Credit Party, each Agent and each Lender hereby agree
and acknowledge that each Credit Party, each Agent and each Lender (and each of
their employees, representatives or other agents) are authorized to disclose to
any and all persons, beginning immediately upon commencement of their
discussions and without limitation of any kind, the tax treatment and tax
structure of the Transaction, and all materials of any kind (including opinions
or other tax analyses) that are provided to any Credit Party, any Agent or any
Lender relating to such tax treatment and tax structure. In this regard, each
Credit Party, each Agent and each Lender acknowledge and agree that the
disclosure of the tax treatment and tax structure of the Transaction is not
limited in any way by an express or implied understanding or agreement, oral or
written (whether or not such understanding or agreement is legally binding). For
purposes of this authorization, "tax" means United States Federal income tax,
"tax treatment" means the purported or claimed Federal income tax treatment of
the transaction, and "tax structure" means any fact that may be relevant to
understanding the purported or claimed Federal income tax treatment of the
transaction. This paragraph is intended to reflect the understanding of each
Credit Party, each Agent and each Lender that the Transaction is not a
"confidential transaction" as that phrase is used in Treasury Regulation Section
1.6011-4(b)(3)(i), and shall be interpreted in a manner consistent therewith.
Nothing herein is intended to imply that any of each Credit Party, each Agent
and each Lender made or provided a statement, oral or written, to, or for the
benefit of, any of each other as to any potential tax consequences that are
related to, or may result from, the Transaction.

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

          13.17   Register. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
13.17, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Lender, the transfer of any Commitment of such Lender
and the rights to the principal of, and interest on, any Loan shall not be
effective until such transfer is recorded on the Register maintained by the
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitment and Loans shall remain owing to the transferor. The registration
of assignment or transfer of all or part of any Commitment and Loans shall be
recorded by the Administrative

<PAGE>

Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Commitment and/or Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note evidencing such Commitment and/or Loan, and thereupon one or more new
Notes in the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.17.

          13.18   Limitation on Additional Amounts, etc. Notwithstanding
anything to the contrary contained in Section 1.10, 1.11, 2.05 or 4.04 of this
Agreement, unless a Lender gives notice to the Borrower that it is obligated to
pay an amount under such Section within six months after the later of (x) the
date the Lender incurs the respective increased costs, Taxes, loss, expense or
liability, reduction in amounts received or receivable or reduction in return on
capital or (y) the date such Lender has actual knowledge of its incurrence of
the respective increased costs, Taxes, loss, expense or liability, reductions in
amounts received or receivable or reduction in return on capital, then such
Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be, to the
extent of the costs, Taxes, loss, expense or liability, reduction in amounts
received or receivable or reduction in return on capital that are incurred or
suffered on or after the date which occurs six months prior to such Lender
giving notice to the Borrower that it is obligated to pay the respective amounts
pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be. This
Section 13.18 shall have no applicability to any Section of this Agreement other
than said Sections 1.10, 1.11, 2.05 and 4.04.

          13.19   Post-Closing Actions. Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that:

          (a)     Security Document Filings. Form UCC-1 and PPSA Form 1-C
     financing statements (or other appropriate local equivalent) delivered by
     the Borrower to the Collateral Agent on the Initial Borrowing Date shall be
     filed in the appropriate governmental office within 5 days following the
     Initial Borrowing Date.

          (b)     UCC-3 Termination Statements. Within 37 days following the
     Initial Borrowing Date (or such later date as shall have been determined by
     the Administrative Agent in its sole discretion), the Administrative Agent
     shall have received Form UCC-3 termination statements in respect of the
     Liens listed on Part B of Schedule IX hereto and same shall be filed in the
     appropriate governmental office within 37 days following the Initial
     Borrowing Date (or such later date as shall have been determined by the
     Administrative Agent in its sole discretion).

          (c)     Opinions of Local Counsel. Within 60 days following the
     Initial Borrowing Date, the Collateral Agent shall have received additional
     opinions, addressed to each Agent, the Collateral Agent and each of the
     Lenders from local counsel to Credit

<PAGE>

     Parties and/or the Agents reasonably satisfactory to the Collateral Agent
     (including an opinion from special STB counsel), which opinions (x) shall
     cover the perfection and enforceability as against third parties of the
     security interests granted pursuant to the Security Documents and such
     other matters relating to the transactions contemplated herein as the
     Collateral Agent may reasonably request and (y) shall be in form and
     substance reasonably satisfactory to the Collateral Agent.

          (d)     STB Filing, etc. (i) Within 90 days following the Initial
     Borrowing Date, the Borrower shall have caused to be delivered and filed
     with the STB transmittal letters in the form required by 49 C.F.R. 1177
     (appropriately completed) from each Credit Party which owns Rolling Stock
     on the Initial Borrowing Date, together with executed copies of the
     Security Agreement, in respect of all of the Rolling Stock owned by such
     Credit Party on the Initial Borrowing Date.

          (ii)    Within 90 days following the Initial Borrowing Date, the
     Borrower shall have caused to be delivered and filed with the Office of the
     Registrar General of Canada fully executed copies of the Security Agreement
     in accordance with the requirements of the Canada Transportation Act and,
     promptly after such filing, published notice thereof in the Canada Gazette.

          (e)     Mexican Pledge Agreement. Within 90 days following the Initial
     Borrowing Date the Borrower shall have duly authorized, executed and
     delivered to the Administrative Agent a pledge agreement governed by the
     laws of Mexico covering 66-2/3% of the equity interests of Pacer Stacktrain
     S. de R.L. de C.V. owned by the Borrower (as amended, restated, modified
     and/or supplemented from time to time in accordance with the terms thereof
     and hereof, the "Mexican Pledge Agreement", and together with the U.S.
     Pledge Agreement, the "Pledge Agreements"), which Mexican Pledge Agreement
     shall be in form and substance satisfactory to the Administrative Agent and
     in full force and effect, (ii) the Mexican Pledge Agreement shall have been
     duly recorded or filed in such manner and in such places as required by
     Mexican law to establish, perfect, preserve and protect the pledge in favor
     of the pledgee thereunder, (iii) all taxes, fees and other charges payable
     in connection with Mexican Pledge Agreement (including the recordation
     thereof) shall have been paid in full and (iv) the Administrative Agent
     shall have received such other evidence that all actions necessary or, in
     the opinion of the Administrative Agent, desirable, to perfect and/or
     render enforceable the security interest purported to be created by the
     Mexican Pledge Agreement have been taken (including, without limitation,
     the delivery of an opinion from Mexican counsel acceptable to the
     Administrative Agent in form, scope and substance reasonably satisfactory
     to the Administrative Agent).

          All provisions of this Credit Agreement and the other Credit Documents
(including, without limitation, all conditions precedent, representations,
warranties, covenants, events of default and other agreements herein and
therein) shall be deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the
time periods, required above, rather than as otherwise provided in the Credit
Documents); provided, that (x) to the extent any representation and warranty
would not be true because the foregoing actions were not taken on the Initial
Borrowing Date, the respective

<PAGE>

representation and warranty shall be required to be true and correct in all
material respects at the time the respective action is taken (or was required to
be taken) in accordance with the foregoing provisions of this Section 13.19, (y)
all representations and warranties relating to the Collateral Documents shall be
required to be true immediately after the actions required to be taken by
Section 13.19 have been taken (or were required to be taken) and (z) the
Administrative Agent, in its sole and absolute discretion may extend any of the
time periods set forth in this Section 13.19, but in no event shall any time
period be extended beyond the 90th day following the Initial Borrowing Date. The
acceptance of the benefits of the Loans shall constitute a representation,
warranty and covenant by the Borrower to each of the Lenders that the actions
required pursuant to this Section 13.19 will be, or have been, taken within the
relevant time periods referred to in this Section 13.19 and that, at such time,
all representations and warranties contained in this Credit Agreement and the
other Credit Documents shall then be true and correct without any modification
pursuant to this Section 13.19. The parties hereto acknowledge and agree that
the failure to take any of the actions required above, within the relevant time
periods required above, shall give rise to an immediate Event of Default
pursuant to this Agreement.

<PAGE>

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

                                      PACER INTERNATIONAL, INC.


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

<PAGE>

                                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                      Individually and as
                                      Administrative Agent

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

<PAGE>

                                      BEAR STEARNS CORPORATE LENDING INC.,
                                      Individually and as Co-Syndication Agent

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

<PAGE>

                                      CREDIT SUISSE FIRST BOSTON, CAYMAN
                                      ISLANDS BRANCH,
                                      Individually and as Co-Documentation Agent

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


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

<PAGE>

                                      HARRIS TRUST & SAVINGS BANK,
                                      Individually and as Co-Documentation Agent

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

<PAGE>

                                      CREDIT LYONNAIS NEW YORK BRANCH,
                                      Individually and as Co-Syndication Agent

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

<PAGE>

                                      BANK OF AMERICA, NA


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

<PAGE>

                                      CIT LENDING SERVICES CORPORATION

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

<PAGE>

                                      LASALLE BANK NATIONAL ASSOCIATION

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

<PAGE>

                                      MIZUHO CORPORATE BANK, LTD.

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

<PAGE>

                                      UNION BANK OF CALIFORNIA, N.A.

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

<PAGE>

                                                                      SCHEDULE I

                         LIST OF LENDERS AND COMMITMENTS

                                                    Term Loan    Revolving Loan
Lender                                              Commitment     Commitment
------                                              ----------   --------------
Deutsche Bank Trust Company Americas                 $             $
Bear Stearns Corporate Lending Inc.                  $             $
Credit Suisse First Boston, Cayman Islands Branch    $             $
Credit Lyonnais New York Branch                      $             $
Harris Trust & Savings Bank                          $             $
         Total                                       $             $

<PAGE>

                                                                     SCHEDULE II

                                LENDER ADDRESSES

Bank                                  Address


<PAGE>

                                                                    SCHEDULE III

                                 REAL PROPERTIES


<PAGE>

                                                                     SCHEDULE IV

                         SCHEDULED EXISTING INDEBTEDNESS


<PAGE>

                                                                      SCHEDULE V

                                      PLANS


<PAGE>

                                                                     SCHEDULE VI

                              EXISTING INVESTMENTS


<PAGE>

                                                                    SCHEDULE VII

                                  SUBSIDIARIES


<PAGE>

                                                                   SCHEDULE VIII

                                    INSURANCE


<PAGE>

                                                                     SCHEDULE IX

                                 EXISTING LIENS

       Filing                               File     Original     Description
      Location    Debtor  Secured Party    Number    File Date   of Collateral
      --------    ------  -------------    ------    ---------   -------------


<PAGE>

                                                                      SCHEDULE X

                                 CAPITALIZATION