EXECUTION COPY

                                CREDIT AGREEMENT
                           Dated as of April 28, 2003
                                      among
                             MacDERMID, INCORPORATED
                                       and
                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,
                                       and
                         The Other Lenders Party Hereto
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                                       as
                     Co-Lead Arranger and Sole Book Manager
                                       and
                             FLEET SECURITIES, INC.
                                       as
                                Co-Lead Arranger


<PAGE>

                                      * * *


                                TABLE OF CONTENTS
Section                                      Page
-------                                      ----
<TABLE>
<CAPTION>

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS


<C>   <S>                                <C>
1.01  Defined Terms . . . . . . . . . .   1
1.02  Other Interpretive Provisions . .  25
1.03  Accounting Terms. . . . . . . . .  25
1.04  Rounding. . . . . . . . . . . . .  26
1.05  References to Agreements and Laws  26
1.06  Times of Day. . . . . . . . . . .  26
1.07  Letter of Credit Amounts. . . . .  26
1.08  Currency Equivalents Generally. .  26
</TABLE>


<TABLE>
<CAPTION>

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS


<C>   <S>                                                 <C>
2.01  The Loans; . . . . . . . . . . . . . . . . . . . .  27
2.02  Borrowings, Conversions and Continuations of Loans  27
2.03  Letters of Credit. . . . . . . . . . . . . . . . .  29
2.04  Swing Line Loans . . . . . . . . . . . . . . . . .  36
2.05  Prepayments. . . . . . . . . . . . . . . . . . . .  39
2.06  Termination or Reduction of Commitments. . . . . .  41
2.07  Repayment of Loans . . . . . . . . . . . . . . . .  41
2.08  Interest . . . . . . . . . . . . . . . . . . . . .  41
2.09  Fees . . . . . . . . . . . . . . . . . . . . . . .  42
2.10  Computation of Interest and Fees . . . . . . . . .  43
2.11  Evidence of Indebtedness . . . . . . . . . . . . .  43
2.12  Payments Generally.. . . . . . . . . . . . . . . .  44
2.13  Sharing of Payments. . . . . . . . . . . . . . . .  46
2.14  Nature of Obligations. . . . . . . . . . . . . . .  47
2.15  Increase in Commitments. . . . . . . . . . . . . .  48
</TABLE>


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<CAPTION>

                                         ARTICLE III
                            TAXES, YIELD PROTECTION AND ILLEGALITY


<S>                      <C>                                                               <C>
3.01                     Taxes                                                             50
3.02                     Illegality                                                        51
3.03                     Inability to Determine Rates                                      51
3.04. . . . . . . . . .  Increased Cost and Reduced Return; Capital Adequacy; Reserves on
                         Eurocurrency Rate Loans                                           51
3.05                     Funding Losses                                                    52
3.06                     Matters Applicable to all Requests for Compensation               53
3.07                     Survival                                                          53
</TABLE>


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                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


<C>   <S>                                                              <C>
4.01  Conditions of Initial Credit Extension. . . . . . . . . . . . .  53
4.02  Conditions to all Credit Extensions . . . . . . . . . . . . . .  56
4.03  Conditions to initial Credit Extension to any Eligible Borrower  56
</TABLE>


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<CAPTION>

                                        ARTICLE V
                             REPRESENTATIONS AND WARRANTIES


<C>   <S>                                                                             <C>
5.01  Existence, Qualification and Power; Compliance with Laws . . . . . . . . . . .  57
5.02  Authorization; No Contravention. . . . . . . . . . . . . . . . . . . . . . . .  57
5.03  Governmental Authorization; Other Consents . . . . . . . . . . . . . . . . . .  58
5.04  Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
5.05  Financial Statements; No Material Adverse Effect . . . . . . . . . . . . . . .  58
5.06  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
5.07  No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
5.08  Ownership of Property; Liens . . . . . . . . . . . . . . . . . . . . . . . . .  59
5.09  Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
5.10  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
5.11  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
5.12  ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
5.13  Subsidiaries; Equity Interests . . . . . . . . . . . . . . . . . . . . . . . .  61
5.14  Margin Regulations; Investment Company Act; Public Utility Holding Company Act  61
5.15  Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
5.16  Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
5.17  Tax Shelter Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
5.18  Intellectual Property; Licenses, Etc.. . . . . . . . . . . . . . . . . . . . .  62
5.19  Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
5.20  Casualty, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
5.21  Perfection, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
5.22  Swap Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
5.23  Representation of Eligible Borrowers . . . . . . . . . . . . . . . . . . . . .  63
</TABLE>


<TABLE>
<CAPTION>

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS


<C>   <S>                                                  <C>
6.01  Financial Statements. . . . . . . . . . . . . . . .  64
6.02  Certificates; Other Information . . . . . . . . . .  65
6.03  Notices . . . . . . . . . . . . . . . . . . . . . .  66
6.04  Payment of Obligations. . . . . . . . . . . . . . .  66
6.05  Preservation of Existence, Etc. . . . . . . . . . .  67
6.06  Maintenance of Properties . . . . . . . . . . . . .  67
6.07  Maintenance of Insurance. . . . . . . . . . . . . .  67
6.08  Compliance with Laws. . . . . . . . . . . . . . . .  67
6.09  Books and Records . . . . . . . . . . . . . . . . .  67
6.10  Inspection Rights . . . . . . . . . . . . . . . . .  67
6.11  Use of Proceeds . . . . . . . . . . . . . . . . . .  68
6.12  Covenant to Guarantee Obligations and Give Security  68
6.13  Compliance with Environmental Laws. . . . . . . . .  69
6.14  Further Assurances. . . . . . . . . . . . . . . . .  69
6.15  Lien Searches . . . . . . . . . . . . . . . . . . .  69
</TABLE>


<TABLE>
<CAPTION>

                                   ARTICLE VII
                               NEGATIVE COVENANTS


<C>   <S>                                   <C>
7.01  Liens. . . . . . . . . . . . . . . .  70
7.02  Investments. . . . . . . . . . . . .  70
7.03  Indebtedness . . . . . . . . . . . .  71
7.04  Fundamental Changes. . . . . . . . .  72
7.05  Dispositions . . . . . . . . . . . .  72
7.06  Restricted Payments. . . . . . . . .  73
7.07  Change in Nature of Business . . . .  73
7.08  Transactions with Affiliates . . . .  73
7.09  Burdensome Agreements. . . . . . . .  74
7.10  Use of Proceeds. . . . . . . . . . .  74
7.11  Financial Covenants. . . . . . . . .  74
7.12  Amendments of Organization Documents  76
7.13  Accounting Changes . . . . . . . . .  76
7.14  Prepayments, Etc. of Indebtedness. .  76
</TABLE>


<TABLE>
<CAPTION>

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES


<C>   <S>                             <C>
8.01  Events of Default. . . . . . .  76
8.02  Remedies Upon Event of Default  78
8.03  Application of Funds . . . . .  79
</TABLE>


<TABLE>
<CAPTION>

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT


<C>   <S>                                                                 <C>
9.01  Appointment and Authorization of Administrative Agent. . . . . . .  80
9.02  Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . .  81
9.03  Liability of Administrative Agent. . . . . . . . . . . . . . . . .  81
9.04  Reliance by Administrative Agent . . . . . . . . . . . . . . . . .  81
9.05  Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . .  82
9.06  Credit Decision; Disclosure of Information by Administrative Agent  82
9.07  Indemnification of Administrative Agent. . . . . . . . . . . . . .  83
9.08  Administrative Agent in its Individual Capacities. . . . . . . . .  83
9.09  Successor Administrative Agent . . . . . . . . . . . . . . . . . .  83
9.10  Administrative Agent May File Proofs of Claim. . . . . . . . . . .  84
9.11  Collateral and Guaranty Matters. . . . . . . . . . . . . . . . . .  85
9.12  Administrative Agent as English Trustee. . . . . . . . . . . . . .  85
9.13  Assignment under Dutch Law . . . . . . . . . . . . . . . . . . . .  86
9.14  Other Agents; Arrangers and Managers . . . . . . . . . . . . . . .  86
</TABLE>


<TABLE>
<CAPTION>

                                    ARTICLE X
                                  MISCELLANEOUS


<C>    <S>                                                 <C>
10.01  Amendments, Etc. . . . . . . . . . . . . . . . . .   87
10.02  Notices and Other Communications; Facsimile Copies   88
10.03  No Waiver; Cumulative Remedies . . . . . . . . . .   89
10.04  Attorney Costs, Expenses and Taxes . . . . . . . .   89
10.05  Indemnification by the Company . . . . . . . . . .   90
10.06  Payments Set Aside . . . . . . . . . . . . . . . .   91
10.07  Successors and Assigns . . . . . . . . . . . . . .   91
10.08  Confidentiality. . . . . . . . . . . . . . . . . .   94
10.09  Setoff . . . . . . . . . . . . . . . . . . . . . .   95
10.10  Interest Rate Limitation . . . . . . . . . . . . .   96
10.11  Counterparts . . . . . . . . . . . . . . . . . . .   96
10.12  Integration. . . . . . . . . . . . . . . . . . . .   96
10.13  Survival of Representations and Warranties . . . .   96
10.14  Severability . . . . . . . . . . . . . . . . . . .   97
10.15  Tax Forms. . . . . . . . . . . . . . . . . . . . .   97
10.16  Replacement of Lenders . . . . . . . . . . . . . .   98
10.17  Governing Law. . . . . . . . . . . . . . . . . . .   99
10.18  Judgment . . . . . . . . . . . . . . . . . . . . .  100
10.19  Substitution of Currency . . . . . . . . . . . . .  100
10.20  Binding Effect . . . . . . . . . . . . . . . . . .  101
10.21  Waiver of Right to Trial by Jury . . . . . . . . .  101
</TABLE>


SIGNATURES                                                 S-1

<PAGE>
<TABLE>
<CAPTION>



<S>         <C>
SCHEDULES
I. . . . .  Guarantors
II . . . .  Existing Eligible Borrowers
III. . . .  Existing Letters of Credit
2.01 . . .  Commitments and Pro Rata Shares
5.05 . . .  Supplement to Interim Financial Statements
5.06 . . .  Litigation
5.08(b). .  Existing Liens
5.08(c). .  Owned Real Property
5.08(d). .  Existing Investments
5.09 . . .  Environmental Matters
5.11 . . .  INTENTIONALLY OMITTED
5.13 . . .  Subsidiaries and Other Equity Investments
5.18 . . .  Intellectual Property Matters
5.22 . . .  Existing Swap Contracts
7.02(a). .  Existing Investments
7.03 . . .  Existing Indebtedness
10.02. . .  Administrative Agent's Office, Certain Addresses for Notices
</TABLE>


EXHIBITS
     Form  of
<TABLE>
<CAPTION>



<S>  <C>
A .  Committed Loan Notice
B .  Swing Line Loan Notice
C .  Note
D .  Assignment and Assumption
F .  Guaranty
G .  Security Agreement
H .  Opinion Matters - Counsel to Loan Parties
I .  Election to Participate
J .  Election to Terminate
K .  Compliance Certificate
</TABLE>



<PAGE>


                                CREDIT AGREEMENT
                                 April 28, 2003
     MacDERMID,  INCORPORATED,  a  Connecticut corporation (the "Company"), each
lender  from  time  to  time  party  hereto  (collectively,  the  "Lenders"  and
individually,  a  "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing  Line  Lender  and  L/C  Issuer,  agree  as  follows:
ARTICLE  I
DEFINITIONS  AND  ACCOUNTING  TERMS
1.01     Defined  Terms
         --------------
     .  As  used  in this Agreement, the following terms shall have the meanings
set  forth  below:
"Accounts  Receivable" has the meaning of "Receivables" and "Related Contracts",
each  as  defined  in  Section  1  (b)  of  the  Security  Agreement.
                       ---------------
"Administrative  Agent"  means Bank of America in its capacity as administrative
agent  under  any  of the Loan Documents, or any successor administrative agent.
"Administrative Agent's Office" means the Administrative Agent's address and, as
appropriate,  account  as  set forth on Schedule 10.02, or such other address or
                                        --------------
account as the Administrative Agent may from time to time notify the Company and
the  Lenders.
"Administrative  Questionnaire"  means an Administrative Questionnaire in a form
supplied  by  the  Administrative  Agent.
"Affiliate"  means,  with  respect to any Person, another Person (other than, in
the  case  of  the  Loan Parties, a Subsidiary of such Person) that directly, or
indirectly  through  one or more intermediaries, Governs or is Governed by or is
under  common  Governance  with  the  Person  specified.  "Govern"  means  the
possession,  directly  or  indirectly,  of  the  power  to  direct  or cause the
direction of the management or policies of a Person, whether through the ability
to  exercise voting power, by contract or otherwise.  "Governing" and "Governed"
have  meanings  correlative  thereto.  Without  limiting  the  generality of the
foregoing,  a  Person  shall  be deemed to be Governed by another Person if such
other Person possesses, directly or indirectly, power to vote 10% or more of the
securities  having ordinary voting power for the election of directors, managing
general  partners  or  the  equivalent.
"Agent-Related  Persons"  means  the  Administrative  Agent  and  the Arrangers,
together  with  their  respective  Affiliates,  and  the  officers,  directors,
employees,  agents  and  attorneys-in-fact  of  such  Persons  and  Affiliates.
"Aggregate  Commitments"  means  the  Revolving  Credit  Commitments  of all the
Lenders.
"Aggregate  Credit  Exposures"  means,  at  any  time, the sum of (i) the unused
portion  of  the  Revolving  Credit Commitment then in effect and (ii) the Total
Outstandings  at  such  time.
"Agreement"  means  this  Credit  Agreement.
"Applicable  Rate"  means  the  following  percentages per annum, based upon the
Consolidated  Leverage  Ratio  as  set  forth  in  the  most  recent  Compliance
Certificate  received  by  the Administrative Agent pursuant to Section 6.02(b):
                                                                ---------------
<TABLE>
<CAPTION>



Applicable Rate
<S>              <C>                          <C>            <C>                  <C>                 <C>
Pricing Level .  Consolidated Leverage Ratio  Facility Fee   Euro-currency Rate   Letters of Credit   Base Rate +
1 . . . . . . .                      <2.25:1         0.250%               1.250%              1.250%        0.000%
                                     -
2 . . . . . . .          >2.25:1 but <2.50:1         0.375%               1.375%              1.375%        0.000%
                                     -
3 . . . . . . .          >2.50:1 but <2.75:1         0.500%               1.500%              1.500%        0.000%
                                     -
4 . . . . . . .          >2.75:1 but <3.00:1         0.500%               1.750%              1.750%        0.250%
                                     -
5 . . . . . . .                      >3.00:1         0.625%               1.875%              1.875%        0.375%
</TABLE>


Any  increase  or decrease in the Applicable Rate resulting from a change in the
Consolidated  Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section  6.02(b);  provided,  however,  that  if a Compliance Certificate is not
---------------------------
delivered  when  due in accordance with such Section, then Pricing Level 5 shall
apply  as  of  the  first  Business  Day after the date on which such Compliance
Certificate  was required to have been delivered.  The Applicable Rate in effect
on  the  Closing  Date  shall  be  determined  based  upon  Pricing  Level  IV.
     "Arrangers"  means  each of Banc of America Securities LLC, in its capacity
as  co-lead  arranger  and sole book manager, and Fleet Securities, Inc., in its
capacity  as  co-lead  arranger.
"Assignment  and Assumption" means an Assignment and Assumption substantially in
the  form  of  Exhibit  E.
               ----------
     "Assuming  Lender"  has  the  meaning  specified  in  Section  2.15(d).
                                                           ----------------
"Assumption  Agreement"  has  the  meaning  specified  in  Section  2.15(d)(ii).
                                                           --------------------
     "Attorney  Costs"  means  and  includes  all  reasonable fees, expenses and
disbursements  of  any  law  firm  or  other  external  counsel.
"Attributable  Indebtedness"  means,  on any date, (a) in respect of any capital
lease  of  any  Person,  the  capitalized  amount thereof that would appear on a
balance  sheet  of such Person prepared as of such date in accordance with GAAP,
and  (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the  remaining  lease  payments  under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such  lease  were  accounted  for  as  a  capital  lease.
"Audited  Financial  Statements" means the audited consolidated balance sheet of
the  Company  and  its Subsidiaries for the fiscal year ended December 31, 2001,
and  the  related consolidated statements of income or operations, shareholders'
equity  and cash flows for such fiscal year of the Company and its Subsidiaries,
including  the  notes  thereto.
"Auto-Renewal  Letter  of  Credit"  has  the  meaning  specified  in  Section
                                                                      -------
2.03(b)(iii).
------------
"Availability  Period"  means  the period from and including the Closing Date to
the  earliest  of  (a)  the  Maturity  Date,  (b) the date of termination of the
Revolving  Credit  Commitments  pursuant  to  Section  2.06, and (c) the date of
                                              -------------
termination  of the commitment of each Revolving Credit Lender to make Revolving
Credit  Loans  and  of  the  obligation  of  the  L/C  Issuer to make L/C Credit
Extensions  pursuant  to  Section  8.02.
                          -------------
"Bank  of  America"  means  Bank  of  America,  N.A.  and  its  successors.
"BAS"  means  Banc  of  America  Securities  LLC  and  its  successors.
"Base  Rate"  means for any day a fluctuating rate per annum equal to the higher
of  (a)  the  Federal  Funds Rate plus 1/2 of 1% and (b) the rate of interest in
effect  for  such day as publicly announced from time to time by Bank of America
as  its  "prime  rate."  The "prime rate" is a rate set by Bank of America based
upon  various  factors  including  Bank  of  America's costs and desired return,
general  economic conditions and other factors, and is used as a reference point
for  pricing  some loans, which may be priced at, above, or below such announced
rate.  Any change in such rate announced by Bank of America shall take effect at
the  opening of business on the day specified in the public announcement of such
change.
"Base  Rate  Loan" means a Loan denominated in Dollars that bears interest based
on  the  Base  Rate.
"Blankets  Business"  means  the  business  and  assets  of  the Company and its
Subsidiaries  used  in  manufacturing, developing and selling printing blankets.
"Borrower"  means  the  Company  and  each  Eligible  Borrower.
"Borrowing" means a Revolving Credit Borrowing or a Swing Line Borrowing, as the
context  may  require.
"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial  banks  are  authorized  to  close  under the Laws of, or are in fact
closed  in, the state where the Administrative Agent's Office is located and, if
such  day  relates  to any Eurocurrency Rate Loan, on which dealings in deposits
are  conducted  by and between banks in the London interbank eurocurrency market
and  banks are open for business in the country of issue of the currency of such
Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, on
which  the  Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET)  System  is  open).
"Cash  Collateralize"  has  the  meaning  specified  in  Section  2.03(g).
                                                         ----------------
"Cash  Distributions"  means,  with  respect  to  any Person for any period, all
dividends  and other distributions on any of the outstanding Equity Interests in
such  Person,  all  purchases,  redemptions,  retirements,  defeasances or other
acquisitions  of  any of the outstanding Equity Interests in such Person and all
returns  of  capital to the stockholders, partners or members (or the equivalent
persons) of such Person, in each case to the extent paid in cash by or on behalf
of  such  Person  during  such  period.
"Cash  Equivalents"  means  any  of  the  following types of Investments, to the
extent  owned  by  the  Company or any of its Subsidiaries free and clear of all
Liens  (other  than  Liens  created  under  the  Collateral  Documents):
(a)     readily  marketable  obligations issued or directly and fully guaranteed
or  insured  by  the  United  States of America or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition
     thereof;  provided  that  the full faith and credit of the United States of
America  is  pledged  in  support  thereof;
(b)     time  deposits  with,  or  insured  certificates  of deposit or bankers'
acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized
     under  the  laws  of the United States of America, any state thereof or the
District  of  Columbia  or is the principal banking subsidiary of a bank holding
company  organized  under  the  laws  of the United States of America, any state
thereof  or  the  District  of  Columbia, and is a member of the Federal Reserve
System,  (ii)  issues  (or the parent of which issues) commercial paper rated as
described  in  clause  (c) of this definition and (iii) has combined capital and
surplus  of  at  least  $1,000,000,000, in each case with maturities of not more
than  one  year  from  the  date  of  acquisition  thereof;
(c)     commercial  paper  issued  by any Person organized under the laws of any
state  of the United States of America and rated at least "Prime-1" (or the then
equivalent grade) by Moody's or at least "A-1" (or the then equivalent grade) by
S&P,  in  each  case  with maturities of not more than 180 days from the date of
acquisition  thereof;  and
(d)     Investments, classified in accordance with GAAP as Current Assets of the
Company  or  any  of  its  Subsidiaries,  in  money  market  investment programs
registered  under  the Investment Company Act of 1940, which are administered by
financial  institutions  that  have  the  highest  rating obtainable from either
Moody's or S&P, and the portfolios of which are limited solely to Investments of
the  character,  quality  and  maturity described in clauses (a), (b) and (c) of
this  definition.
     "CERCLA"  means  the Comprehensive Environmental Response, Compensation and
Liability  Act  of  1980.
"CERCLIS"  means  the  Comprehensive  Environmental  Response,  Compensation and
Liability  Information  System  maintained  by the U.S. Environmental Protection
Agency.
"Change  of  Control"  means,  an  event  or  series  of  events  by  which:
(a)     any  "person"  or  "group" (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
     plan of such person or its subsidiaries, and any person or entity acting in
its  capacity  as trustee, agent or other fiduciary or administrator of any such
plan)  becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the  Securities  Exchange  Act  of  1934, except that a person or group shall be
deemed  to  have  "beneficial  ownership"  of all securities that such person or
group  has  the  right  to acquire (such right, an "option right"), whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly,  a majority of the equity securities of the Company entitled to vote
for  members  of  the  board  of  directors or equivalent governing body of such
Person  on  a  fully-diluted  basis (and taking into account all such securities
that  such  person  or  group  has  the  right to acquire pursuant to any option
right);  or
(b)     during any period of 12 consecutive months, a majority of the members of
     the  board  of  directors or other equivalent governing body of the Company
cease  to  be  composed  of  individuals  (i)  who were members of that board or
equivalent  governing  body on the first day of such period, (ii) whose election
or  nomination  to  that  board  or  equivalent  governing  body was approved by
individuals  referred  to  in  clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body  or  (iii)  whose  election or nomination to that board or other equivalent
governing  body  was approved by individuals referred to in clauses (i) and (ii)
above  constituting  at  the  time  of  such  election  or nomination at least a
majority  of  that board or equivalent governing body (excluding, in the case of
both  clause (ii) and clause (iii), any individual whose initial nomination for,
or  assumption of office as, a member of that board or equivalent governing body
occurs  as  a  result  of  an  actual  or  threatened solicitation of proxies or
consents  for  the election or removal of one or more directors by any person or
group  other than a solicitation for the election of one or more directors by or
on  behalf  of  the  board  of  directors),  or
(c)     any  Person or two or more Persons acting in concert shall have acquired
by  contract  or otherwise, that has resulted in its or their acquisition of the
power  to  exercise,  directly  or  indirectly, a controlling influence over the
management  or policies of the Company, or control over the equity securities of
such Person entitled to vote for members of the board of directors or equivalent
governing  body of such Person on a fully-diluted basis (and taking into account
all  such securities that such person or group has the right to acquire pursuant
to  any  option  right) representing 30% or more of the combined voting power of
such  securities.
     "Closing Date" means the first date all the conditions precedent in Section
                                                                         -------
4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of
----                                            ------------
Section  4.01(b),  waived  by  the  Person  entitled  to  receive the applicable
----------------
payment).
"Code"  means  the  Internal  Revenue  Code  of  1986.
"Collateral"  means  all  of  the  "Collateral"  referred  to  in the Collateral
Documents  and  all  of  the  other property and assets that are or are intended
under  the  terms of the Collateral Documents to be subject to Liens in favor of
the  Administrative  Agent  for  the  benefit  of  the  Secured  Parties.
"Collateral  Documents" means, collectively, the Security Agreement, each of the
collateral  assignments,  Security  Agreement  Supplements, security agreements,
pledge  agreements  or  other similar agreements delivered to the Administrative
Agent  and  the  Lenders  pursuant  to  Section  6.12,  and  each  of  the other
                                        -------------
agreements,  instruments  or documents that creates or purports to create a Lien
in  favor  of  the  Administrative Agent for the benefit of the Secured Parties.
"Colorspan"  means  the  Company's  digital  printing  business.
     "Commitment  Date"  has  the  meaning  specified  in  Section  2.15(b).
                                                           ----------------

     "Commitment  Increase"  has  the  meaning  specified  in  Section  2.15(a).
                                                               ----------------
     "Committed Currencies" means lawful currency of the United Kingdom of Great
Britain  and  Northern  Ireland,  lawful  currency  of  Japan  and  Euros.
"Committed  Loan Notice" means a notice of (a) a Revolving Credit Borrowing, (b)
a  conversion  of  Loans  from  one  Type to the other, or (c) a continuation of
Eurocurrency  Rate  Loans,  pursuant  to  Section 2.02(a), which, if in writing,
                                          ---------------
shall  be  substantially  in  the  form  of  Exhibit  A.
                                             ----------
     "Company"  has  the  meaning  specified  in  the recital of parties to this
Agreement.
"Compensation  Period"  has  the  meaning  specified  in  Section  2.12(c)(ii).
                                                          --------------------
     "Compliance  Certificate"  means a certificate substantially in the form of
Exhibit  K.
"Consolidated  EBIT" means, for any period, for the Company and its Subsidiaries
on  a  consolidated  basis,  an amount equal to Consolidated Net Income for such
period  plus  (a)  the  following  to  the  extent  deducted in calculating such
        ----
Consolidated  Net  Income:  (i)  Consolidated  Interest Charges for such period,
(ii) the provision for federal, state, local and foreign income taxes payable by
the Company and its Subsidiaries for such period and (iii) other expenses of the
Company  and its Subsidiaries reducing such Consolidated Net Income which do not
represent a cash item in such period or any future period minus (b) all non-cash
                                                          -----
items  increasing  Consolidated  Net  Income for such period; provided, however,
that  for all purposes for any businesses acquired or divested during the period
of determination, Consolidated EBIT for such period shall be determined on a pro
forma  basis  as  if  such  acquisition  or  divestiture  had occurred as of the
beginning of such period; provided, further, that, in the case of an acquisition
for  which  audited financial statements of the acquiree have not been provided,
without  the  consent  of the Administrative Agent and the Required Lenders, the
Consolidated  EBIT  of the acquiree on a stand alone basis being added from such
acquisition  shall  not  exceed  15%  of  the  otherwise  applicable  amount  of
Consolidated  EBIT of the Company and its Subsidiaries (other than the acquiree)
taken  as  a  whole.
"Consolidated  EBITDA"  means,  for  any  period,  for  the  Company  and  its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for  such  period  plus  (a) the following to the extent deducted in calculating
                   ----
such  Consolidated  Net  Income:  (i)  Consolidated  Interest  Charges  for such
period,  (ii)  the  provision for federal, state, local and foreign income taxes
payable by the Company and its Subsidiaries for such period, (iii) the amount of
depreciation  and amortization expense deducted in determining such Consolidated
Net  Income and (iv) other expenses of the Company and its Subsidiaries reducing
such  Consolidated  Net Income which do not represent a cash item in such period
or  any  future  period and minus (b) all non-cash items increasing Consolidated
                            -----
Net  Income  for  such period; provided, that, in the case of an acquisition for
which  audited  financial  statements  of  the  acquiree have not been provided,
without  the  consent  of the Administrative Agent and the Required Lenders, the
Consolidated EBITDA of the acquiree on a stand alone basis being added from such
acquisition  shall  not  exceed  15%  of  the  otherwise  applicable  amount  of
Consolidated  EBITDA  of  the  Company  and  its  Subsidiaries  (other  than the
acquiree)  taken  as  a  whole.
"Consolidated  Funded  Indebtedness" means, as of any date of determination, for
the  Company  and its Subsidiaries on a consolidated basis, without duplication,
the  sum  of  (a)  the  outstanding principal amount of all obligations, whether
current  or  long-term, for borrowed money (including Obligations hereunder) and
all  obligations evidenced by bonds, debentures, notes, loan agreements or other
similar  instruments,  (b)  all  purchase  money  Indebtedness,  (c)  all direct
obligations  arising under letters of credit (including standby and commercial),
bankers' acceptances, bank guaranties, surety bonds and similar instruments, (d)
all  obligations  in  respect  of  the  deferred  purchase  price of property or
services (other than trade accounts payable in the ordinary course of business),
(e)  Attributable  Indebtedness in respect of capital leases and Synthetic Lease
Obligations, (f) all Off-Balance Sheet Liabilities, (g) without duplication, all
Guarantees  with  respect  to outstanding Indebtedness of the types specified in
clauses  (a)  through  (e)  above  of  Persons  other  than  the  Company or any
Subsidiary,  and  (h)  all  Indebtedness of the types referred to in clauses (a)
through  (g)  above  of  any  partnership  or  joint venture (other than a joint
venture  that is itself a corporation or limited liability company) in which the
Company  or  a  Subsidiary  is  a general partner or joint venturer, unless such
Indebtedness  is  made  non-recourse  to  the  Company  or  such  Subsidiary.
"Consolidated  Interest  Charges" means, for any period, for the Company and its
Subsidiaries  on  a  consolidated  basis, without limitation, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses of
the  Company  and  its Subsidiaries in connection with borrowed money (including
capitalized  interest)  or  in  connection  with  the deferred purchase price of
assets,  in  each case to the extent treated as interest in accordance with GAAP
and  (b)  the  portion  of rent expense of the Company and its Subsidiaries with
respect  to  such  period  under  capital  leases that is treated as interest in
accordance  with  GAAP.
"Consolidated  Interest  Coverage Ratio" means, as of any date of determination,
the  ratio  of  (a)  Consolidated  EBIT  for the period of the four prior fiscal
quarters  ending  on  such  date  to  (b) Consolidated Interest Charges for such
period.
"Consolidated  Leverage Ratio" means, as of any date of determination, the ratio
of  (a)  Consolidated  Funded  Indebtedness  as of such date to (b) Consolidated
EBITDA  for  the period of the four fiscal quarters most recently ending on such
date.
"Consolidated  Net  Income"  means,  for  any  period,  for  the Company and its
Subsidiaries  on  a  consolidated  basis,  the  net  income  (including, without
duplication,  interest  income)  of  the  Company  and its Subsidiaries for that
period.
"Consolidated  Senior  Secured  Funded  Indebtedness"  means,  as of any date of
determination, for the Company and its Subsidiaries on a consolidated basis, the
sum  of  (a) the outstanding principal amount of all senior secured obligations,
whether  current  or  long-term,  for  borrowed  money  (including  Obligations
hereunder)  and  all  senior secured obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments and (b) without duplication,
all Guarantees with respect to outstanding Indebtedness of the type specified in
clause  (a)  above.
"Consolidated  Senior  Secured  Leverage  Ratio"  means,  as  of  any  date  of
determination,  the ratio of (a) Consolidated Senior Secured Funded Indebtedness
as  of  such  date  to (b) Consolidated EBITDA for the period of the four fiscal
quarters  most  recently  ending  on  such  date.
"Contractual  Obligation" means, as to any Person, any provision of any security
issued  by  such  Person or of any agreement, instrument or other undertaking to
which  such  Person  is  a party or by which it or any of its property is bound.
"Control"  has  the  meaning  specified  in  the  definition  of  "Affiliate."
"Credit  Extension" means each of the following:  (a) a Borrowing and (b) an L/C
Credit  Extension.
"Debtor  Relief  Laws"  means  the Bankruptcy Code of the United States, and all
other  liquidation,  conservatorship,  bankruptcy, assignment for the benefit of
creditors,  moratorium, rearrangement, receivership, insolvency, reorganization,
or  similar  debtor  relief  Laws  of  the  United  States  or  other applicable
jurisdictions  from time to time in effect and affecting the rights of creditors
generally.
"Default"  means  any event or condition that constitutes an Event of Default or
that,  with  the giving of any notice, the passage of time, or both, would be an
Event  of  Default.
"Default  Rate"  means  an interest rate equal to (a) the Base Rate plus (b) the
                                                                    ----
Applicable  Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum;
provided,  however,  that  with respect to a Eurocurrency Rate Loan, the Default
--------   -------
Rate  shall  be  an  interest  rate  equal  to  the interest rate (including any
Applicable  Rate) otherwise applicable to such Loan plus 2.0% per annum, in each
case  to  the  fullest  extent  permitted  by  applicable  Laws.
"Defaulting  Lender" means any Lender that (a) has failed to fund any portion of
the  Revolving Credit Loans, participations in L/C Obligations or participations
in  Swing  Line  Loans required to be funded by it hereunder within one Business
Day  of the date required to be funded by it hereunder, (b) has otherwise failed
to  pay  over  to  the Administrative Agent or any other Lender any other amount
required  to  be  paid  by it hereunder within one Business Day of the date when
due,  unless  the  subject  of  a  good  faith  dispute,  or (c) has been deemed
insolvent  or  become  the  subject  of  a  bankruptcy or insolvency proceeding.
"Disclosed  Litigation"  has  the  meaning  set  forth  in  Section  5.06.
                                                            -------------
"Disposition"  or  "Dispose"  means  the sale, transfer, license, lease or other
disposition  (including  any  sale and leaseback transaction) of any property by
any  Person, including any sale, assignment, transfer or other disposal, with or
without  recourse,  of any notes or accounts receivable or any rights and claims
associated  therewith.
"Dollar"  and  "$"  mean  lawful  money  of  the  United  States.
"Domestic  Subsidiary"  means any Subsidiary that is organized under the laws of
any  political  subdivision  of  the  United  States.
"Election  to  Participate"  means  an  Election  to  Participate executed by an
Eligible  Borrower  in  substantially  the  form  of  Exhibit  I  hereto.
"Election  to  Terminate" means an Election to Terminate executed by an Eligible
Borrower  in  substantially  the  form  of  Exhibit  J  hereto.
"Eligible  Assignee"  has  the  meaning  specified  in  Section  10.07(g).
                                                        -----------------
"Eligible  Borrower"  means  any  (a)  of the Subsidiaries listed on Schedule II
                                                                     -----------
hereto,  (b) Wholly-Owned Consolidated Subsidiary that is a Domestic Subsidiary,
the  capital  stock  of  which  has  been  delivered to the Administrative Agent
pursuant to the Security Agreement, and (c) Wholly-Owned Consolidated Subsidiary
that  is a Foreign Subsidiary whose ultimate non-U.S. parent's capital stock has
been  delivered  to the Administrative Agent pursuant to the Security Agreement;
and,  in  each  case,  as  to  which  an Election to Participate shall have been
delivered  to  the Administrative Agent and as to which an Election to Terminate
shall  not  have been delivered to the Administrative Agent.  Each such Election
to  Participate  shall  be  duly  executed  on  behalf  of  such  Wholly-Owned
Consolidated  Subsidiary  and  the  Company  in  such  number  of  copies as the
Administrative  Agent  may  request.  The  delivery  of an Election to Terminate
shall  not  affect  any Obligation of an Eligible Borrower theretofore incurred.
The  Administrative  Agent  shall  promptly  give  notice  to the Lenders of the
receipt  of  any  Election  to  Participate  or  Election  to  Terminate.
"Environmental  Laws"  means  any  and  all  Federal,  state, local, and foreign
statutes,  laws,  regulations,  ordinances,  rules,  judgments, orders, decrees,
permits,  concessions,  grants, franchises, licenses, agreements or governmental
restrictions  relating to pollution and the protection of the environment or the
release  of  any  materials  into  the  environment,  including those related to
hazardous  substances or wastes, air emissions and discharges to waste or public
systems.
"Environmental  Liability"  means  any  liability  (including  any liability for
damages,  costs  of environmental remediation, fines, penalties or indemnities),
of  the  Company,  any  other Loan Party or any of their respective Subsidiaries
directly  or  indirectly  resulting  from  or  based  upon  (a) violation of any
Environmental  Law,  (b) the generation, use, handling, transportation, storage,
treatment  or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the  environment  or (e) any contract, agreement or other consensual arrangement
pursuant  to  which  liability  is assumed or imposed with respect to any of the
foregoing.
"Environmental  Permit"  means  any  permit,  approval,  identification  number,
license  or  other  authorization  required  under  any  Environmental  Law.
"Equity  Interests"  means,  with  respect  to  any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the  warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such  Person,  all of the securities convertible into or exchangeable for shares
of  capital  stock of (or other ownership or profit interests in) such Person or
warrants,  rights or options for the purchase or acquisition from such Person of
such  shares (or such other interests), and all of the other ownership or profit
interests  in such Person (including, without limitation, partnership, member or
trust  interests  therein), whether voting or nonvoting, and whether or not such
shares, warrants, options, rights or other interests are outstanding on any date
of  determination.
"Equivalent"  in  Dollars  of  any  Committed  Currency  on  any  date means the
equivalent  in Dollars of such Committed Currency determined by using the quoted
spot  rate at which the Administrative Agent's principal office in London offers
to  exchange  Dollars  for  such Committed Currency in London prior to 4:00 P.M.
(London  time)  (unless  otherwise  indicated by the terms of this Agreement) on
such  date  as  is  required  pursuant  to  the terms of this Agreement, and the
"Equivalent"  in  any Committed Currency of Dollars means the equivalent in such
Committed  Currency of Dollars determined by using the quoted spot rate at which
the  Administrative  Agent's  principal office in London offers to exchange such
Committed  Currency  for  Dollars  in  London  prior  to 4:00 P.M. (London time)
(unless  otherwise  indicated by the terms of this Agreement) on such date as is
required  pursuant  to  the  terms  of  this  Agreement.
"ERISA"  means  the  Employee  Retirement  Income  Security  Act  of  1974.
"ERISA  Affiliate"  means  any  trade  or business (whether or not incorporated)
under  common  control  with the Company within the meaning of Section 414(b) or
(c)  of  the  Code  (and  Sections  414(m)  and  (o) of the Code for purposes of
provisions  relating  to  Section  412  of  the  Code).
"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal  by the Company or any ERISA Affiliate from a Pension Plan subject to
Section  4063 of ERISA during a plan year in which it was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is
treated  as  such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial  withdrawal  by  the Company or any ERISA Affiliate from a Multiemployer
Plan  or  notification  that  a Multiemployer Plan is in reorganization; (d) the
filing  of a notice of intent to terminate, the treatment of a Plan amendment as
a  termination  under  Sections  4041  or 4041A of ERISA, or the commencement of
proceedings  by  the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an  event or condition which constitutes grounds under Section 4042 of ERISA for
the  termination  of, or the appointment of a trustee to administer, any Pension
Plan  or  Multiemployer Plan; or (f) the imposition of any liability under Title
IV  of  ERISA, other than for PBGC premiums due but not delinquent under Section
4007  of  ERISA,  upon  the  Company  or  any  ERISA  Affiliate.
"Euro"  and  the  symbol  " " means the lawful currency of the European Union as
constituted  by  the Treaty of Rome which established the European Community, as
such  treaty  may  be  amended  from  time to time and as referred to in the EMU
legislation.
"Eurocurrency  Rate"  means  for  any  Interest  Period  with  respect  to  any
Eurocurrency  Rate  Loan:
(a)     the  rate  per  annum equal to the rate determined by the Administrative
Agent  to be the offered rate that appears on the page of the Moneyline Telerate
screen  (or  any  successor  thereto)  that  displays an average British Bankers
Association  Interest  Settlement  Rate for deposits in the applicable Committed
Currency  (for  delivery  on  the first day of such Interest Period) with a term
equivalent  to  such  Interest Period, determined as of approximately 11:00 a.m.
(London  time) two Business Days prior to the first day of such Interest Period,
or
(b)     if  the  rate  referenced in the preceding clause (a) does not appear on
such  page  or  service or such page or service shall not be available, the rate
per  annum  equal  to  the rate determined by the Administrative Agent to be the
offered  rate  on  such  other  page  or  other service that displays an average
British  Bankers  Association  Interest  Settlement  Rate  for  deposits  in the
applicable  Committed  Currency  (for delivery on the first day of such Interest
Period)  with  a  term  equivalent  to  such  Interest  Period, determined as of
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of  such  Interest  Period,  or
(c)     if  the  rates  referenced  in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the rate
of  interest at which deposits in the applicable Committed Currency for delivery
on  the  first  day of such Interest Period in same day funds in the approximate
amount  of the Eurocurrency Rate Loan being made, continued or converted by Bank
of  America  and with a term equivalent to such Interest Period would be offered
by  Bank  of  America's  London  Branch  to  major banks in the London interbank
eurocurrency  market  at  their request at approximately 4:00 p.m. (London time)
two  Business  Days  prior  to  the  first  day  of  such  Interest  Period.
     "Eurocurrency Rate Loan" means a Loan denominated in Dollars or a Committed
Currency  that  bears  interest  at  a  rate  based  on  the  Eurocurrency Rate.
"Event  of  Default"  has  the  meaning  specified  in  Section  8.01.
                                                        -------------
"Excess  Cash"  means,  at  any  time of determination, cash on the Consolidated
balance  sheet  of  the  Company  in  excess  of  $20,000,000.
"Existing  Credit  Agreement"  means  that  certain  Second Amended and Restated
Multicurrency  Credit  Agreement  dated  as  of  October  25,  1998, amended and
restated  as  of  Dec ember 15, 1998 and further amended and restated as of June
15,  1999, as amended, among the Company, Bank of America, N.A. (as successor to
NationsBank,  N.A.),  as  agent,  and  a  syndicate  of  lenders.
"Existing  Letters  of Credit" means the letters of credit set forth on Schedule
                                                                        --------
III  hereto.
---
"Federal  Funds  Rate"  means,  for  any  day,  the  rate per annum equal to the
weighted  average  of  the  rates  on  overnight Federal funds transactions with
members  of the Federal Reserve System arranged by Federal funds brokers on such
day,  as  published  by  the  Federal  Reserve  Bank  on  the  Business Day next
succeeding  such  day;  provided that (a) if such day is not a Business Day, the
                        --------
Federal  Funds  Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and  (b)  if  no such rate is so published on such next succeeding Business Day,
the  Federal  Funds Rate for such day shall be the average rate (rounded upward,
if  necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such  day  on  such  transactions  as  determined  by  the Administrative Agent.
"Fee Letter" means the letter agreement, dated _____________, among the Company,
the  Administrative  Agent  and  the  Arrangers.
"Foreign  Government Scheme or Arrangement" has the meaning specified in Section
                                                                         -------
5.12(d).
-------
"Foreign  Lender"  has  the  meaning  specified  in  Section  10.15(a)(i).
                                                     --------------------
"Foreign  Plan"  has  the  meaning  specified  in  Section  5.12(d).
                                                   ----------------
"Foreign  Subsidiary"  means  any  Subsidiary that is not a Domestic Subsidiary.
"FRB"  means  the Board of Governors of the Federal Reserve System of the United
States.
"Fund"  has  the  meaning  specified  in  Section  10.07(g).
                                          -----------------
"GAAP"  means  generally accepted accounting principles in the United States set
forth  in the opinions and pronouncements of the Accounting Principles Board and
the  American  Institute  of  Certified  Public  Accountants  and statements and
pronouncements  of  the  Financial  Accounting  Standards  Board  or  such other
principles  as  may  be  approved  by  a  significant  segment of the accounting
profession  in the United States, that are applicable to the circumstances as of
the  date  of  determination,  consistently  applied.
"Governmental  Authority"  means  any  nation  or government, any state or other
political  subdivision  thereof,  any  agency,  authority,  instrumentality,
regulatory  body,  court,  administrative tribunal, central bank or other entity
exercising  executive,  legislative,  judicial,  taxing,  regulatory  or
administrative  powers  or  functions  of or pertaining to government including,
without  limitation,  any  agency  of  the European Union or similar monetary or
multinational  authority.
"Grupo  Eurocir"  means  Eurocir  SA,  its  Subsidiaries  and  its  Affiliates.
"Guarantors"  means,  collectively,  the  Subsidiaries  of the Company listed on
Schedule  I  and  each other Subsidiary of the Company that shall be required to
execute  and deliver a guaranty or guaranty supplement pursuant to Section 6.12.
                                                                   ------------
"Guaranty"  means, collectively, the Guaranty made by the Guarantors in favor of
the  Administrative Agent on behalf of the Lenders, substantially in the form of
Exhibit  F,  together with each other guaranty and guaranty supplement delivered
----------
pursuant  to  Section  6.12.
              -------------
"Guarantee"  means,  as  to  any  Person,  (a)  any  obligation,  contingent  or
otherwise,  of  such  Person  guaranteeing  or  having  the  economic  effect of
guaranteeing  any  Indebtedness  or  other  obligation payable or performable by
another  Person  (the  "primary  obligor")  in  any  manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to  purchase  or pay (or advance or supply funds for the purchase or payment of)
such  Indebtedness  or  other  obligation,  (ii)  to purchase or lease property,
securities  or  services  for  the purpose of assuring the obligee in respect of
such  Indebtedness  or  other  obligation  of the payment or performance of such
Indebtedness  or  other  obligation,  (iii)  to maintain working capital, equity
capital  or  any  other  financial  statement condition or liquidity or level of
income  or  cash flow of the primary obligor so as to enable the primary obligor
to  pay  such  Indebtedness  or  other  obligation, or (iv) entered into for the
purpose  of  assuring  in  any  other  manner  the  obligee  in  respect of such
Indebtedness  or  other  obligation  of the payment or performance thereof or to
protect  such  obligee against loss in respect thereof (in whole or in part), or
(b)  any  Lien  on  any assets of such Person securing any Indebtedness or other
obligation  of  any  other  Person,  whether  or  not such Indebtedness or other
obligation  is assumed by such Person (or any right, contingent or otherwise, of
any  holder  of  such  Indebtedness to obtain any such Lien).  The amount of any
Guarantee  shall  be  deemed to be an amount equal to the stated or determinable
amount  of  the  related  primary  obligation, or portion thereof, in respect of
which  such  Guarantee  is  made  or, if not stated or determinable, the maximum
reasonably  anticipated  liability  in  respect  thereof  as  determined  by the
guaranteeing  Person  in  good  faith.  The  term  "Guarantee"  as  a verb has a
corresponding  meaning.
"Hazardous  Materials"  means  all explosive or radioactive substances or wastes
and  all  hazardous  or  toxic substances, wastes or other pollutants, including
petroleum  or  petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances  or wastes of any nature regulated pursuant to any Environmental Law.
"Hedge  Bank"  means any Person that is a Lender or an Affiliate of a Lender, in
its  capacity  as  a  party  to  a  Secured  Hedge  Agreement.
"Honor  Date"  has  the  meaning  specified  in  Section  2.03(c)(i).
                                                 -------------------
     "Increase  Date"  has  the  meaning  specified  in  Section  2.15(a).
                                                         ----------------
"Increasing  Lender"  has  the  meaning  specified  in  Section  2.15(d).
                                                        ----------------
     "Indebtedness"  means,  as  to  any  Person  at  a particular time, without
duplication,  all  of  the following, whether or not included as indebtedness or
liabilities  in  accordance  with  GAAP:
(a)     all obligations of such Person for borrowed money and all obligations of
     such  Person  evidenced  by  bonds,  debentures,  notes,  loan  agreements,
convertible  securities  (to  the  extent that they have put provisions that are
exercisable  during  the  term  of this Agreement) or other similar instruments;
(b)     all  direct  or  contingent  obligations  of  such  Person arising under
letters of credit (including standby and commercial), bankers' acceptances, bank
     guaranties,  surety  bonds  and  similar  instruments;
(c)     all  obligations  of  such  Person to pay the deferred purchase price of
property  or  services (other than trade accounts payable in the ordinary course
of  business);
(d)     indebtedness  (excluding  prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness arising
under  conditional  sales  or  other title retention agreements), whether or not
such  indebtedness  shall  have  been  assumed  by  such Person or is limited in
recourse;
(e)     capital  leases  and  Synthetic  Lease  Obligations;
(f)     all  Off-Balance Sheet Liabilities (other than non-recourse factoring of
receivables);  and
(g)     all  Guarantees  of  such  Person  in  respect  of any of the foregoing.
     For  all  purposes hereof, the Indebtedness of any Person shall include the
Indebtedness  of  any  partnership  or joint venture (other than a joint venture
that  is itself a corporation or limited liability company) in which such Person
is  a general partner or a joint venturer, unless such Indebtedness is expressly
made  non-recourse to such Person.  The amount of any capital lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness  in  respect  thereof  as  of  such  date.
"Indemnified  Liabilities"  has  the  meaning  set  forth  in  Section  10.05.
                                                               --------------
"Indemnitees"  has  the  meaning  set  forth  in  Section  10.05.
                                                  --------------
"Information"  has  the  meaning  specified  in  Section  10.08.
                                                 --------------
"Interest  Payment  Date" means, (a) as to any Loan other than a Base Rate Loan,
the  last  day  of each Interest Period applicable to such Loan and the Maturity
Date;  provided,  however,  that  if any Interest Period for a Eurocurrency Rate
       --------   -------
Loan  exceeds  three  months,  the respective dates that fall every three months
after  the  beginning  of  such  Interest  Period shall also be Interest Payment
Dates;  and (b) as to any Base Rate Loan (including a Swing Line Loan), the last
Business  Day of each March, June, September and December and the Maturity Date.
"Interest  Period"  means,  as  to  each  Eurocurrency  Rate  Loan,  the  period
commencing  on the date such Eurocurrency Rate Loan is disbursed or converted to
or  continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or  six  months  thereafter,  as  selected  by the Company in its Committed Loan
Notice;  provided  that:
         --------
(i)     any  Interest  Period  that  would  otherwise end on a day that is not a
Business  Day  shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period
     shall  end  on  the  next  preceding  Business  Day;
(ii)     any  Interest Period that begins on the last Business Day of a calendar
month  (or  on  a day for which there is no numerically corresponding day in the
calendar  month  at  the  end  of  such  Interest  Period) shall end on the last
Business  Day  of  the  calendar  month  at the end of such Interest Period; and
(iii)     no  Interest  Period  shall  extend  beyond  the  Maturity  Date.
     "Inventory"  has  the  meaning  specified  in Section 1 (a) of the Security
                                                   -------------
Agreement.
"Investment"  means,  as  to  any  Person, any direct or indirect acquisition or
investment  by  such  Person,  whether  by  means  of  (a) the purchase or other
acquisition  of capital stock or other securities of another Person, (b) a loan,
advance  or  capital  contribution  to,  Guarantee  or assumption of debt of, or
purchase  or  other  acquisition  of  any  other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in  such  other Person and any arrangement pursuant to which the investor incurs
debt  of  the type referred to in clause (h) of the definition of "Indebtedness"
set forth in this Section 1.01 in respect of such Person, or (c) the purchase or
other  acquisition (in one transaction or a series of transactions) of assets of
another  Person  that  constitute  a  business  unit.  For  purposes of covenant
compliance,  the amount of any Investment shall be the amount actually invested,
without  adjustment  for  subsequent increases or decreases in the value of such
Investment.
"IP  Rights"  has  the  meaning  set  forth  in  Section  5.18.
                                                 -------------
"IRS"  means  the  United  States  Internal  Revenue  Service.
"ISDA  Master Agreement" means the Master Agreement (Multicurrency-Cross Border)
published  by  the  International  Swap and Derivatives Association, Inc., as in
effect  from  time  to  time.
"Joint  Venture Agreement" means the Joint Venture Agreement dated September 21,
2000  between  the  Company  and  Grupo  Eurocir.
"Laws" means, collectively, all international, foreign, Federal, state and local
statutes,  treaties,  rules,  guidelines,  regulations,  ordinances,  codes  and
administrative  or  judicial  precedents  or  authorities,  including  the
interpretation  or  administration thereof by any Governmental Authority charged
with  the  enforcement,  interpretation  or  administration  thereof,  and  all
applicable  administrative  orders,  directed  duties,  requests,  licenses,
authorizations  and permits of, and agreements with, any Governmental Authority,
in  each  case  whether  or  not  having  the  force  of  law.
"L/C Advance" means, with respect to each Revolving Credit Lender, such Lender's
funding  of  its  participation  in any L/C Borrowing in accordance with its Pro
Rata  Share.
"L/C  Borrowing" means an extension of credit resulting from a drawing under any
Letter  of  Credit  which  has  not  been  reimbursed  on  the date when made or
refinanced  as  a  Revolving  Credit  Borrowing.
"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance
thereof  or  extension of the expiry date thereof, or the renewal or increase of
the  amount  thereof.
"L/C  Issuer"  means  Bank  of  America  in its capacity as issuer of Letters of
Credit  hereunder,  or  any  successor  issuer  of  Letters of Credit hereunder.
"L/C  Obligations" means, as at any date of determination, the aggregate undrawn
amount  of  all  outstanding  Letters  of  Credit  plus  the  aggregate  of  all
Unreimbursed  Amounts,  including  all  L/C  Borrowings.
"Lender"  has the meaning specified in the introductory paragraph hereto and, as
the  context  requires,  includes  the  L/C  Issuer  and  the Swing Line Lender.
"Lending  Office"  means, as to any Lender, the office or offices of such Lender
described  as  such in such Lender's Administrative Questionnaire, or such other
office  or  offices as a Lender may from time to time notify the Company and the
Administrative  Agent.
"Letter  of  Credit"  means  any  letter of credit denominated in Dollars issued
hereunder  and shall include the Existing Letters of Credit.  A Letter of Credit
shall  be  a  standby  letter  of  credit.
"Letter  of  Credit  Application"  means  an  application  and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by  the  L/C  Issuer.
"Letter of Credit Expiration Date" means the day that is seven days prior to the
Maturity  Date  (or,  if  such  day  is  not  a Business Day, the next preceding
Business  Day).
"Letter of Credit Sublimit" means an amount equal to $15,000,000.  The Letter of
Credit  Sublimit  is  part  of,  and  not  in  addition to, the Revolving Credit
Facility.
"Lien"  means  any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  encumbrance,  lien  (statutory  or  other), charge, or preference,
priority  or  other security interest or preferential arrangement of any kind or
nature  whatsoever  (including  any  conditional  sale  or other title retention
agreement,  any  easement,  right  of  way or other encumbrance on title to real
property,  and any financing lease having substantially the same economic effect
as  any  of  the  foregoing).
"Loan"  means an extension of credit by a Lender to the Company under Article II
in  the  form  of  a  Revolving  Credit  Loan  or  a  Swing  Line  Loan.
"Loan Documents" means, collectively, (a) for purposes of this Agreement and the
Notes  and any amendment, supplement or other modification hereof or thereof and
for  all  other  purposes  other  than  for  purposes  of  the  Guaranty and the
Collateral  Documents,  (i)  this Agreement, (ii) the Notes, (iii) the Guaranty,
(iv)  the  Collateral  Documents,  (v)  the  Fee Letter, and (vi) each Letter of
Credit  Application  and  (b)  for  purposes  of the Guaranty and the Collateral
Documents,  (i)  this  Agreement,  (ii)  the Notes, (iii) the Guaranty, (iv) the
Collateral Documents, (v) each Letter of Credit Application, (vi) the Fee Letter
and  (vii)each  Secured  Hedge  Agreement.
"Loan  Parties"  means, collectively, the Company and each Qualified Subsidiary.
"Material  Adverse Effect" means (a) a material adverse change in, or a material
adverse  effect  upon, the operations, business, properties, liabilities (actual
or  contingent),  condition (financial or otherwise) or prospects of the Company
or  the Company and its Subsidiaries taken as a whole; (b) a material impairment
of  the  rights and remedies of any Agent or any Lender under any Loan Document,
or  of  the  ability  of  the  Loan  Parties, taken as a whole, to perform their
obligations  under the Loan Documents; or (c) a material adverse effect upon the
legality,  validity,  binding effect or enforceability against any Loan Party of
any  Loan  Document  to  which  it  is  a  party.
"Maturity  Date"  means  the earlier of (i) the third anniversary of the Closing
Date  and  (ii)  the  date  of  termination  in  whole  of  the Revolving Credit
Commitments,  the  Letter  of Credit Commitments, and the Swing Line Commitments
pursuant  to  Section  2.06  or  8.02.
              -----------------------
"Maximum  Rate"  has  the  meaning  specified  in  Section  10.10.
                                                   --------------
"Moody's"  means  Moody's  Investors  Service,  Inc.  and any successor thereto.
"Multiemployer  Plan"  means  any employee benefit plan of the type described in
Section  4001(a)(3)  of ERISA, to which the Company or any ERISA Affiliate makes
or  is obligated to make contributions, or during the preceding five plan years,
has  made  or  been  obligated  to  make  contributions.
"Net  Cash Proceeds" means, with respect to the sale of any asset by the Company
or  any of its Subsidiaries, the excess, if any, of (a) the sum of cash and Cash
Equivalents  received  in  connection with such sale (including any cash or Cash
Equivalents  received by way of deferred payment pursuant to, or by monetization
of,  a  note receivable or otherwise, but only as and when so received) over (b)
the  sum of (i) the principal amount of any Indebtedness that is secured by such
asset  and  that  is  required  to be repaid in connection with the sale thereof
(other  than  Indebtedness  under  the  Loan  Documents), (ii) the out-of-pocket
expenses incurred by the Company or such Subsidiary in connection with such sale
and  (iii)  income  taxes reasonably estimated to be actually payable within two
years  of the date of the relevant asset sale as a result of any gain recognized
in  connection  therewith.
"Non-Qualified  Subsidiary"  means  any  Subsidiary  that  is  not  a  Qualified
Subsidiary.
"Nonrenewal  Notice  Date"  has  the  meaning specified in Section 2.03(b)(iii).
                                                           --------------------
"Note"  means  a  promissory  note  of  the  Company payable to the order of any
Revolving  Credit  Lender,  in  substantially  the  form  of  Exhibit  C hereto,
evidencing  the  aggregate  indebtedness of the Company to such Revolving Credit
Lender  resulting  from the Revolving Credit Loans made by such Revolving Credit
Lender.
"NPL"  means  the  National  Priorities  List  under  CERCLA.
"Obligations"  means  all  advances  to,  and  debts,  liabilities, obligations,
covenants  and  duties  of,  any  Loan  Party arising under any Loan Document or
otherwise  with  respect  to  any  Loan  or  Letter of Credit, whether direct or
indirect  (including  those acquired by assumption), absolute or contingent, due
or  to  become due, now existing or hereafter arising and including interest and
fees  that  accrue  after  the  commencement by or against any Loan Party or any
Affiliate  thereof  of  any  proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees  are  allowed claims in such proceeding. Without limiting the generality of
the  foregoing,  the  Obligations  of  the Loan Parties under the Loan Documents
include  (a)  the  obligation  to  pay  principal,  interest,  Letter  of Credit
commissions,  charges,  expenses,  fees,  attorneys'  fees  and  disbursements,
indemnities  and other amounts payable by any Loan Party under any Loan Document
and  (b)  the obligation of any Loan Party to reimburse any amount in respect of
any  of  the  foregoing  that any Lender, in its reasonable sole discretion, may
elect  to  pay  or  advance  on  behalf  of  such  Loan  Party.
"Off-Balance  Sheet  Liabilities"  means  all liabilities of the Company and its
Subsidiaries  to  the  extent  that  such  liabilities  do  not  appear  on  the
Consolidated  balance  sheet  of  the  Company,  including,  without limitation,
liabilities,  if  any,  in  respect  of  the  factoring  and  securitization  of
receivables.
"Offering  Memorandum" means the offering memorandum dated February 2003 used by
the  Arrangers  in  connection  with  the  syndication  of  the  Commitments.
"Organization  Documents"  means,  (a)  with  respect  to  any  corporation, the
certificate  or  articles  of  incorporation  and  the  bylaws (or equivalent or
comparable  constitutive  documents  with respect to any non-U.S. jurisdiction);
(b)  with  respect to any limited liability company, the certificate or articles
of  formation  or  organization and operating agreement; and (c) with respect to
any  partnership,  joint  venture,  trust  or other form of business entity, the
partnership,  joint  venture  or  other  applicable  agreement  of  formation or
organization  and  any  agreement,  instrument,  filing  or  notice with respect
thereto  filed  in  connection  with  its  formation  or  organization  with the
applicable  Governmental  Authority  in  the  jurisdiction  of  its formation or
organization  and,  if  applicable,  any certificate or articles of formation or
organization  of  such  entity.
"Other  Taxes"  has  the  meaning  specified  in  Section  3.01(b).
                                                  ----------------
"Outstanding  Amount" means (i) with respect to Revolving Credit Loans and Swing
Line  Loans  on  any  date,  the  aggregate outstanding principal amount thereof
(based  on  the  Equivalent  in Dollars at such time) after giving effect to any
borrowings  and  prepayments  or  repayments of Revolving Credit Loans and Swing
Line Loans, as the case may be, occurring on such date; and (ii) with respect to
any L/C Obligations on any date, the amount of such L/C Obligations on such date
after  giving  effect to any L/C Credit Extension occurring on such date and any
other  changes  in  the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any  Letters  of  Credit  or  any reductions in the maximum amount available for
drawing  under  Letters  of  Credit  taking  effect  on  such  date.
"Participant"  has  the  meaning  specified  in  Section  10.07(d).
                                                 -----------------
"PBGC"  means  the  Pension  Benefit  Guaranty  Corporation.
"Pension Plan" means any "employee pension benefit plan"(as such term is defined
in  Section  3(2) of ERISA), other than a Multiemployer Plan, that is subject to
Title  IV  of  ERISA  and is sponsored or maintained by the Company or any ERISA
Affiliate  or  to which the Company or any ERISA Affiliate contributes or has an
obligation  to  contribute,  or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time during
the  immediately  preceding  five  plan  years.
"Permitted  Liens"  means:
(a)     in  the  case  of  real  property,  easements, restrictions, exceptions,
reservations  or  defects  which,  in the aggregate, do not materially interfere
with  the  continued  use  of  such  property for which they are used and do not
materially  affect  the  value  thereof;
(b)     Liens  (other  than  in respect of the Collateral), if contested in good
faith  by  appropriate  proceedings  and appropriate reserves are maintained, in
accordance  with generally accepted accounting principles, with respect thereto;
(c)     pledges  or  deposits to secure obligations under workmen's compensation
laws  or  similar  legislation or to secure performance in connection with bids,
tenders  and  contracts (other than contracts for the payment of borrowed money)
to  which  the  Company  or  any  of  its  Subsidiaries  is  a  party;
(d)     deposits to secure public or statutory obligations of the Company or any
of  its  Subsidiaries;
(e)     materialmen's, mechanics', carriers', workmen's or similar Liens arising
in  the  ordinary  course  of  business,  or  deposits  of cash or United States
obligations  to  obtain  the  release  of  such  Liens;
(f)     deposits  to  secure  surety or appeal bonds in proceedings to which the
Company  or  any  of  its  Subsidiaries  is  a  party;  and
(g)     Liens  for  Taxes  not  yet  due  and  payable.
     "Permitted  Swap  Obligations"  means  all  obligations  (contingent  or
otherwise)  of  the  Company  or  any  Subsidiary existing or arising under Swap
Contracts  with Lenders or their Affiliates, provided that each of the following
criteria  is  satisfied:  (I) (a) such obligations are (or were) entered into by
such  Person  in  the  ordinary  course  of business for the purpose of directly
mitigating  risks  associated  with  liabilities,  commitments or assets held or
reasonably  anticipated  by  such  Person, or changes in the value of securities
issued  by  such  Person in conjunction with a securities repurchase program not
otherwise  prohibited hereunder, and not for purposes of speculation or taking a
"market  view"  and  (b)  such  Swap  Contracts  do  not  contain  any provision
("walk-away" provision) exonerating the non-defaulting party from its obligation
to  make  payments  on  outstanding transactions to the defaulting party or (II)
such  Swap  Contract was entered into prior to the Closing Date and is listed on
Schedule  5.22.
--------------
"Person"  means  any  natural  person,  corporation,  limited liability company,
trust,  joint venture, association, company, partnership, Governmental Authority
or  other  entity.
"Plan"  means  any  "employee  benefit plan" (as such term is defined in Section
3(3) of ERISA) established by the Company or, with respect to any such plan that
is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.
"Pledged  Debt"  has  the  meaning  specified  in  Section 1 (c) of the Security
                                                   -------------
Agreement.
"Pledged  Equity"  has  the  meaning  specified in Section 1 (c) of the Security
                                                   -------------
Agreement.
"Pro  Rata  Share"  means,  with  respect to each Lender at any time, a fraction
(expressed  as  a  percentage,  carried  out  to  the  ninth decimal place), the
numerator  of  which  is  the  amount of the Revolving Credit Commitment of such
Lender  at such time and the denominator of which is the amount of the Aggregate
Commitments at such time; provided that if the commitment of each Lender to make
                          --------
Loans  and  the  obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender
                            ------------
shall be determined based on the Pro Rata Share of such Lender immediately prior
to  such  termination and after giving effect to any subsequent assignments made
pursuant  to the terms hereof.  The initial Pro Rata Share of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
                                          -------------
Assumption  pursuant to which such Lender becomes a party hereto, as applicable.
"Qualified  Subsidiary"  means  any  Guarantor  and  any  Eligible  Borrower.
"Register"  has  the  meaning  set  forth  in  Section  10.07(c).
                                               -----------------
"Reportable  Event"  means  any  of  the  events set forth in Section 4043(c) of
ERISA,  other  than  events  for which the 30 day notice period has been waived.
"Request for Credit Extension" means (a) with respect to a Borrowing, conversion
or  continuation  of  Revolving  Credit Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect  to  a  Swing  Line  Loan,  a  Swing  Line  Loan  Notice.
"Required  Lenders"  means, as of any date of determination, Lenders having more
than  50% of the sum of the (a) Total Outstandings (with the aggregate amount of
each Lender's risk participation and funded participation in L/C Obligations and
Swing  Line  Loans  being  deemed  "held"  by  such  Lender for purposes of this
definition) and (b) aggregate unused Revolving Credit Commitments; provided that
                                                                   --------
the  unused  Revolving  Credit  Commitment  of,  and  the  portion  of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes  of  making  a  determination  of  Required  Lenders.
"Responsible  Officer"  means  the  chief  executive  officer,  president, chief
financial  officer,  treasurer  or assistant treasurer, corporate secretary of a
Loan  Party  Any  document  delivered  hereunder that is signed by a Responsible
Officer  of  a Loan Party shall be conclusively presumed to have been authorized
by  all necessary corporate, partnership and/or other action on the part of such
Loan  Party  and such Responsible Officer shall be conclusively presumed to have
acted  on  behalf  of  such  Loan  Party.
"Restricted  Payment" means any dividend or other distribution (except dividends
payable  solely  in  shares  of such Person's capital stock) with respect to any
capital  stock or other Equity Interest of the Company or any Subsidiary, or any
payment  (whether  in cash, securities or other property), including any sinking
fund  or  similar  deposit,  on account of the purchase, redemption, retirement,
defeasance,  acquisition,  cancellation or termination of any such capital stock
or  other  Equity  Interest,  or  on  account  of  any  return of capital to the
Company's stockholders, partners or members (or the equivalent Persons thereof).
"Revolving  Credit  Borrowing"  means  a  borrowing  consisting  of simultaneous
Revolving  Credit  Loans  of the same Type and, in the case of Eurocurrency Rate
Loans,  having  the  same  Interest  Period made by each of the Revolving Credit
Lenders  pursuant  to  Section  2.01.
                       -------------
"Revolving Credit Borrowing Minimum" means, in respect of Revolving Credit Loans
denominated  in  Dollars,  $5,000,000,  in  respect  of  Revolving  Credit Loans
denominated  in  Sterling,  5,000,000,  in  respect  of  Revolving  Credit Loans
denominated  in  Yen,  600,000,000  and,  in  respect  of Revolving Credit Loans
denominated  in  Euros,  5,000,000.
"Revolving  Credit  Borrowing  Multiple"  means,  in respect of Revolving Credit
Loans  denominated  in  Dollars, $1,000,000 in respect of Revolving Credit Loans
denominated  in  Sterling,  1,000,000,  in  respect  of  Revolving  Credit Loans
denominated  in  Yen,  120,000,000  and,  in  respect  of Revolving Credit Loans
denominated  in  Euros,  1,000,000.
"Revolving  Credit  Commitment"  means,  as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Company pursuant to Section
                                                                         -------
2.01,  (b)  purchase  participations  in  L/C  Obligations,  and  (c)  purchase
----
participations  in Swing Line Loans, in an aggregate principal amount at any one
time  outstanding not to exceed the amount set forth opposite such Lender's name
on  Schedule  2.01  under  the  caption  "Revolving Credit Commitment" or in the
    --------------
Assignment  and Assumption pursuant to which such Lender becomes a party hereto,
as  applicable,  as  such amount may be adjusted from time to time in accordance
with  this  Agreement.
"Revolving  Credit  Facility"  means,  at  any time, the aggregate amount of the
Revolving  Credit  Lenders'  Revolving  Credit  Commitments  at  such  time.
"Revolving  Credit  Lender"  means, at any time, any Lender that has a Revolving
Credit  Commitment  at  such  time.
"Revolving  Credit  Loan"  has  the  meaning  specified  in  Section  2.01.
                                                             -------------
"S&P"  means  Standard  & Poor's Ratings Services, a division of The McGraw-Hill
Companies,  Inc.  and  any  successor  thereto.
"SEC"  means  the  Securities  and  Exchange  Commission,  or  any  Governmental
Authority  succeeding  to  any  of  its  principal  functions.
"Secured  Hedge Agreement" means any interest rate Swap Contract permitted under
Article  VI or VII that is entered into by and between the Company and any Hedge
------------------
Bank.
"Secured  Obligations"  has  the  meaning specified in Section 2 of the Security
Agreement.
"Secured  Parties"  means,  collectively, the Administrative Agent, the Lenders,
the  Hedge  Banks,  each  co-agent  or sub-agent appointed by the Administrative
Agent  from  time  to time pursuant to Section 9.01(c) and the other Persons the
Obligations  owing to which are or are purported to be secured by the Collateral
under  the  terms  of  the  Collateral  Documents.
"Security  Agreement"  has  the  meaning  specified  in  Section  4.01(a)(iii).
                                                         ---------------------
"Security  Agreement  Supplement"  has the meaning specified in Section 16(b) of
                                                                -------------
the  Security  Agreement.
"Shareholders'  Equity"  means,  as  of  any date of determination, consolidated
shareholders'  equity  of  the  Company  and  its  Subsidiaries  as of that date
determined  in  accordance  with  GAAP.
"Significant  Subsidiary" means, at any date of determination, any Subsidiary of
the  Company  that, either individually or together with its Subsidiaries, taken
as  a  whole, has revenues, assets or earnings in an amount equal to at least 5%
of  (a)  the  consolidated  revenues of the Company and its Subsidiaries for the
most  recently  completed  fiscal  quarter  for  which the Lenders have received
financial  statements  of  the  Company and its Subsidiaries pursuant to Section
                                                                         -------
6.01(a)  or  6.01(b),  (b)  the  consolidated  assets  of  the  Company  and its
--------------------
Subsidiaries  as  of  the last day of the most recently completed fiscal quarter
for  which the Lenders have received financial statements of the Company and its
Subsidiaries pursuant to Section 6.01(a) or 6.01(b), or (c) the consolidated net
                         --------------------------
earnings  of  the  Company  and its Subsidiaries for the most recently completed
fiscal  quarter  for which the Lenders have received financial statements of the
Company  and  its  Subsidiaries  pursuant  to  Section  6.01(a)  or  6.01(b),
                                               -----------------------------
respectively,  in  each case determined in accordance with GAAP for such period.
"Solvent"  and  "Solvency"  mean,  with  respect  to  any  Person on any date of
determination,  that  on  such  date  (a) the fair value of the property of such
Person  is  greater  than  the  total  amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value  of  the  assets  of  such Person is not less than the amount that will be
required  to  pay  the  probable  liability  of such Person on its debts as they
become  absolute  and  matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay such debts and liabilities as they mature and (d) such Person is not engaged
in  business  or  a  transaction,  and  is  not about to engage in business or a
transaction,  for  which such Person's property would constitute an unreasonably
small  capital.  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.
"Sterling"  and  the  symbol  ""  each  mean the lawful currency of the United
Kingdom.
"Subsidiary"  of  a  Person  means  a  corporation,  partnership, joint venture,
limited  liability  company  or other business entity of which a majority of the
shares  of  securities  or  other interests having ordinary voting power for the
election  of  directors  or  other  governing  body  (other  than  securities or
interests  having  such  power only by reason of the happening of a contingency)
are  at  the  time  beneficially  owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by  such  Person.  Unless  otherwise  specified,  all  references  herein  to  a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
 ----------         ------------
the  Company.
"Swap  Contract"  means  (a)  any  and  all rate swap transactions, basis swaps,
credit  derivative  transactions,  forward  rate  transactions, commodity swaps,
commodity  options, forward commodity contracts, equity or equity index swaps or
options,  bond  or  bond price or bond index swaps or options or forward bond or
forward  bond  price  or forward bond index transactions, interest rate options,
forward  foreign  exchange  transactions,  cap transactions, floor transactions,
collar  transactions,  currency  swap  transactions,  cross-currency  rate  swap
transactions,  currency  options,  spot  contracts,  or  any  other  similar
transactions  or  any combination of any of the foregoing (including any options
to  enter  into  any  of  the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of  any  kind, and the related confirmations, which are subject to the terms and
conditions  of,  or  governed  by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange  Master  Agreement,  or  any  other  master  agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any  such  obligations  or  liabilities  under  any  Master  Agreement.
"Swap  Termination  Value"  means, in respect of any one or more Swap Contracts,
after  taking  into  account  the  effect  of  any  legally  enforceable netting
agreement relating to such Swap Contracts, (a) for any date on or after the date
such  Swap Contracts have been closed out and termination value(s) determined in
accordance  therewith,  such termination value(s), and (b) for any date prior to
the  date  referenced  in  clause  (a),  the  amount(s)  determined  as  the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer  in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).
"Swing  Line"  means  the  revolving credit facility made available by the Swing
Line  Lender  pursuant  to  Section  2.04.
                            -------------
"Swing  Line  Borrowing"  means  a  borrowing  of  a Swing Line Loan pursuant to
Section  2.04.
-------------
"Swing  Line  Lender" means Bank of America in its capacity as provider of Swing
Line  Loans,  or  any  successor  swing  line  lender  hereunder.
"Swing  Line  Loan"  has  the  meaning  specified  in  Section  2.04(a).
                                                       ----------------
"Swing  Line  Loan  Notice" means a notice of a Swing Line Borrowing pursuant to
Section  2.04(b),  which,  if  in writing, shall be substantially in the form of
----------------
Exhibit  B.
----------
"Swing Line Sublimit" means an amount equal to the lesser of (a) $10,000,000 and
(b)  the  Revolving Credit Commitments.  The Swing Line Sublimit is part of, and
not  in  addition  to,  the  Revolving  Credit  Facility.
"Synthetic Lease Obligation" means the monetary obligation of a Person under (a)
a  so-called  synthetic,  off-balance  sheet  or  tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not
appear  on  the  balance  sheet of such Person but which, upon the insolvency or
bankruptcy  of  such  Person, would be characterized as the indebtedness of such
Person  (without  regard  to  accounting  treatment).
"Tangible  Assets"  means  the  total Consolidated assets of the Company and its
Subsidiaries  less  good  will  (as  determined  under GAAP) as disclosed in the
              ----
financial  statements  of  the  Company  for  the  most  recently  ended quarter
delivered  pursuant  to  Section  6.01.
                         -------------
"Taxes"  has  the  meaning  specified  in  Section  3.01(a).
                                           ----------------
"Threshold  Amount"  means  $10,000,000.
"Total  Outstandings" means the aggregate Outstanding Amount of all Loans (based
on  the  Equivalent  in  Dollars  at  such  time)and  all  L/C  Obligations.
"Transaction" means, collectively, (a) the entering into by the Loan Parties and
their  applicable  Subsidiaries  of  the Loan Documents to which they are or are
intended  to be a party, (b) the refinancing of certain outstanding Indebtedness
of  the  Company  and  its  Subsidiaries  and the termination of all commitments
thereunder  and  (c) the payment of the fees and expenses incurred in connection
with  the  consummation  of  the  foregoing.
"Type"  means,  with  respect  to a Loan, its character as a Base Rate Loan or a
Eurocurrency  Rate  Loan.
"Unfunded  Pension  Liability"  means  the  excess  of  a Pension Plan's benefit
liabilities  under  Section 4001(a)(16) of ERISA, over the current value of that
Pension  Plan's  assets,  determined in accordance with the assumptions used for
funding  the Pension Plan pursuant to Section 412 of the Code for the applicable
plan  year.
"United  States"  and  "U.S."  mean  the  United  States  of  America.
"Unreimbursed  Amount"  has  the  meaning  set  forth  in  Section  2.03(c)(i).
                                                           -------------------
"Wholly-Owned  Consolidated Subsidiary" means any Consolidated Subsidiary all of
the  Equity Interests in which (except directors' qualifying shares) are, at the
time,  directly  or  indirectly  owned  by  the  Company.
"Yen"  and  the  symbol  ""  each  mean  the  lawful  currency  of  Japan.
1.02     Other  Interpretive  Provisions
         -------------------------------
     .  With  reference  to  this Agreement and each other Loan Document, unless
otherwise  specified  herein  or  in  such  other  Loan  Document:
(a)     The meanings of defined terms are equally applicable to the singular and
     plural  forms  of  the  defined  terms.
(b)     (i)  The words "herein," "hereto," "hereof" and "hereunder" and words of
                        ------    ------    ------       ---------
similar  import when used in any Loan Document shall refer to such Loan Document
as  a  whole  and  not  to  any  particular  provision  thereof.
(ii)     Article,  Section,  Exhibit  and  Schedule  references  are to the Loan
Document  in  which  such  reference  appears.
(iii)     The  term  "including"  is  by  way  of  example  and  not limitation.
(iv)     The  term  "documents"  includes  any  and  all instruments, documents,
                     ---------
agreements,  certificates,  notices,  reports,  financial  statements  and other
writings,  however  evidenced,  whether  in  physical  or  electronic  form.
(c)     In  the  computation of periods of time from a specified date to a later
specified  date,  the word "from" means "from and including;" the words "to" and
                            ----         ------------------              --
"until"  each  mean  "to  but  excluding;"  and the word "through" means "to and
------                ------------------                  -------         ------
including."
---------
(b)     Section headings herein and in the other Loan Documents are included for
     convenience  of  reference  only and shall not affect the interpretation of
this  Agreement  or  any  other  Loan  Document.
1.03     Accounting  Terms
         -----------------
     .  (a)  All  accounting terms not specifically or completely defined herein
shall  be  construed  in  conformity  with,  and  all  financial data (including
financial  ratios  and  other  financial  calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a  consistent  basis,  as  in  effect  from  time  to  time, applied in a manner
consistent  with that used in preparing the Audited Financial Statements, except
                                                                          ------
as  otherwise  specifically  prescribed  herein.
(b)     If  at  any  time any change in GAAP would affect the computation of any
financial  ratio  or  requirement set forth in any Loan Document, and either the
Company  or the Required Lenders shall so request, the Administrative Agent, the
Lenders  and  the  Company  shall negotiate in good faith to amend such ratio or
requirement  to  preserve the original intent thereof in light of such change in
GAAP  (subject to the approval of the Required Lenders); provided that, until so
                                                         --------
amended,  (i)  such  ratio  or  requirement  shall  continue  to  be computed in
accordance  with  GAAP  prior  to such change therein and (ii) the Company shall
provide  to  the  Administrative  Agent and the Lenders financial statements and
other  documents  required  under  this  Agreement  or  as  reasonably requested
hereunder  setting  forth a reconciliation between calculations of such ratio or
requirement  made  before  and  after  giving  effect  to  such  change in GAAP.
1.04     Rounding
         --------
     .  Any  financial  ratios required to be maintained by the Company pursuant
to  this  Agreement shall be calculated by dividing the appropriate component by
the  other  component,  carrying the result to one place more than the number of
places  by  which  such  ratio is expressed herein and rounding the result up or
down  to  the nearest number (with a rounding-up if there is no nearest number).
1.05     References  to  Agreements  and  Laws
         -------------------------------------
     .  Unless  otherwise  expressly  provided  herein,  (a)  references  to
Organization  Documents,  agreements  (including  the  Loan Documents) and other
contractual  instruments  shall  be deemed to include all subsequent amendments,
restatements,  extensions, supplements and other modifications thereto, but only
to  the  extent  that such amendments, restatements, extensions, supplements and
other  modifications are not prohibited by any Loan Document; and (b) references
to  any Law shall include all statutory and regulatory provisions consolidating,
amending,  replacing,  supplementing  or  interpreting  such  Law.
1.06     Times  of  Day
         --------------
     .  Unless  otherwise specified, all references herein to times of day shall
be  references  to  Eastern  time  (daylight  or  standard,  as  applicable).
1.07     Letter  of  Credit  Amounts
         ---------------------------
     .  Unless  otherwise  specified,  all  references herein to the amount of a
Letter  of Credit at any time shall be deemed to mean the maximum face amount of
such  Letter of Credit after giving effect to all increases thereof contemplated
by  such  Letter of Credit or the Letter of Credit Application therefor, whether
or  not  such  maximum  face  amount  is  in  effect  at  such  time.
1.08     Currency  Equivalents  Generally
         --------------------------------
     .  Any  amount  specified  in this Agreement (other than in Articles II, IX
                                                                 ---------------
and  X)  or  any of the other Loan Documents to be in Dollars shall also include
------
the  equivalent  of  such  amount  in  any  currency  other  than  Dollars, such
equivalent  amount  to  be  determined at the rate of exchange quoted by Bank of
America  in  New  York  at the close of business on the Business Day immediately
preceding  any  date  of  determination thereof, to prime banks in New York, New
York  for  the  spot  purchase  in  the New York foreign exchange market of such
amount  in  Dollars  with  such  other  currency.
ARTICLE  II
THE  COMMITMENTS  AND  CREDIT  EXTENSIONS
2.01     The  Loans;
         -----------
(a)     The  Revolving  Credit  Borrowings.  Subject to the terms and conditions
        ----------------------------------
set  forth  herein,  each Revolving Credit Lender severally agrees to make loans
(each  such loan, a "Revolving Credit Loan") to each Borrower from time to time,
on  any  Business  Day  during  the  Availability Period, in an aggregate amount
(based in respect of any Revolving Credit Loans to be denominated in a Committed
     Currency  by  reference  to the Equivalent thereof in Dollars determined on
the  date  of delivery of the applicable Committed Loan Notice) of up to, at any
time  outstanding,  the  amount  of  such  Lender's Revolving Credit Commitment;
provided,  however,  that after giving effect to any Revolving Credit Borrowing,
(i)  the Total Outstandings shall not exceed the Aggregate Commitments, and (ii)
the  aggregate  Outstanding  Amount of the Revolving Credit Loans of any Lender,
plus  such  Lender's  Pro  Rata  Share  of  the  Outstanding  Amount  of all L/C
Obligations,  plus such Lender's Pro Rata Share of the Outstanding Amount of all
Swing  Line  Loans  shall  not exceed such Lender's Revolving Credit Commitment.
Within  the  limits of each Lender's Revolving Credit Commitment, and subject to
the  other  terms  and  conditions  hereof,  each Borrower may borrow under this
Section  2.01,  prepay under Section 2.05, and reborrow under this Section 2.01.
-------------                ------------                          ------------
Revolving  Credit  Loans  may  be Base Rate Loans or Eurocurrency Rate Loans, as
further  provided  herein.
2.02     Borrowings,  Conversions  and  Continuations  of  Loans.
         -------------------------------------------------------
(a)     Each  Revolving  Credit  Borrowing,  each conversion of Revolving Credit
Loans  from  one  Type  to the other, and each continuation of Eurocurrency Rate
Loans  shall  be  made  upon the applicable Borrower's irrevocable notice to the
Administrative Agent, which may be given by telephone.  Each such notice must be
     received  by  the  Administrative  Agent not later than (w) 11:00 A.M. (New
York  City  time)  on  the  third Business Day prior to the date of the proposed
Revolving  Credit  Loans  in the case of a Revolving Credit Loans denominated in
Dollars, (x) 4:00 P.M. (London time) on the third Business Day prior to the date
of  the  proposed  Revolving  Credit  Loan in the case of Revolving Credit Loans
denominated  in  Sterling  or Euros, (y) 11:00 A.M. (New York time) on the fifth
Business Day prior to the date of the proposed Revolving Credit Loan in the case
of  Revolving  Credit  Loans denominated in Yen or (z) 11:00 A.M. (New York City
time)  on  the  date  of the proposed Revolving Credit Loans in the case of Base
Rate  Loans.  Each  telephonic  notice  by  a  Borrower pursuant to this Section
                                                                         -------
2.02(b)  must be confirmed promptly by delivery to the Administrative Agent of a
-------
written  Committed  Loan  Notice,  appropriately  completed  and  signed  by  a
Responsible  Officer  of  such  Borrower.  Each  Borrowing  of, conversion to or
continuation  of  Eurocurrency  Rate  Loans  shall  be  in  the Revolving Credit
Borrowing  Minimum  or  a Revolving Credit Borrowing Multiple in excess thereof.
Except  as  provided  in  Sections  2.03(c)  and  2.04(c),  each Borrowing of or
                          -------------------------------
conversion  to  Base  Rate Loans shall be in a principal amount of $500,000 or a
whole  multiple  of  $100,000  in  excess  thereof.  Each  Committed Loan Notice
(whether  telephonic  or  written)  shall  specify  (i) whether such Borrower is
requesting  a Revolving Credit Borrowing, a conversion of Revolving Credit Loans
from  one  Type to the other, or a continuation of Eurocurrency Rate Loans, (ii)
the requested date of the Borrowing, conversion or continuation, as the case may
be  (which  shall  be a Business Day), (iii) the principal amount of Loans to be
borrowed,  converted  or  continued, (iv) the Type of Loans to be borrowed or to
which  existing  Revolving  Credit  Loans  are  to  be  converted,  and  (v)  if
applicable,  the  Committed  Currency  and  duration of the Interest Period with
respect  thereto.  If  a Borrower fails to specify a Type of Loan in a Committed
Loan  Notice  or  if  a  Borrower  fails  to  give  a timely notice requesting a
conversion  or continuation, then the applicable Revolving Credit Loans shall be
made  as,  or  converted  to,  Dollar  denominated  Base  Rate  Loans.  Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the  Interest  Period then in effect with respect to the applicable Eurocurrency
Rate  Loans.  If  a  Borrower  requests  a  Borrowing  of,  conversion  to,  or
continuation  of  Eurocurrency Rate Loans in any such Committed Loan Notice, but
fails  to  specify  a  Committed  Currency,  it will be deemed to have specified
Dollars  or,  in  the  case  of  a conversion, an exchange of such Loans into an
Equivalent  amount  of  Dollars,  and if a Borrower fails to specify an Interest
Period,  it  will  be  deemed to have specified an Interest Period of one month.
(b)     Following  receipt  of a Committed Loan Notice, the Administrative Agent
shall  promptly  notify  each  Lender of the amount of its Pro Rata Share of the
applicable  Revolving  Credit  Loans, and if no timely notice of a conversion or
continuation  is  provided  by a Borrower, the Administrative Agent shall notify
each  Lender  of  the  details  of  any  automatic conversion to Base Rate Loans
described in Section 2.02(a).  In the case of a Revolving Credit Borrowing, each
             ---------------
Lender  shall  make the amount of its Loan available to the Administrative Agent
in  immediately  available  funds at the Administrative Agent's Office not later
than  1:00  p.m.  on the Business Day specified in the applicable Committed Loan
Notice.  Upon  satisfaction  of  the  applicable conditions set forth in Section
                                                                         -------
4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the
----                                                          -------------
Administrative  Agent  shall  make  all  funds  so  received  available  to  the
applicable Borrower in like funds as received by the Administrative Agent either
by  (i)  crediting  the account of such Borrower on the books of Bank of America
with  the amount of such funds or (ii) wire transfer of such funds, in each case
in  accordance  with instructions provided to (and reasonably acceptable to) the
Administrative  Agent  by such Borrower; provided, however, that if, on the date
                                         --------  -------
the  Committed  Loan  Notice  with  respect to any such Borrowing denominated in
Dollars  is given by such Borrower, there are Swing Line Loans or L/C Borrowings
outstanding, then the proceeds of such Borrowing shall be applied, first, to the
payment  in  full  of any such L/C Borrowings, second, to the payment in full of
                                               ------
any  such  Swing  Line  Loans, and third, to the applicable Borrower as provided
                                   -----
above.
(c)     Except  as  otherwise  provided  herein, a Eurocurrency Rate Loan may be
continued  or  converted  only  on  the  last day of an Interest Period for such
Eurocurrency  Rate  Loan.  During  the  existence  of a Default, no Loans may be
requested  as,  converted to or continued as Eurocurrency Rate Loans without the
consent  of  the  Required  Lenders.
(d)     The  Administrative  Agent  shall  promptly notify the Borrowers and the
Lenders  of the interest rate applicable to any Interest Period for Eurocurrency
Rate  Loans  upon determination of such interest rate.  The determination of the
Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence
of  manifest  error.  At  any  time  that  Base  Rate Loans are outstanding, the
Administrative Agent shall notify the Borrowers and the Lenders of any change in
Bank  of  America's  prime  rate  used  in  determining  the  Base Rate promptly
following  the  public  announcement  of  such  change.
(e)     After  giving effect to all Revolving Credit Borrowings, all conversions
of  Revolving  Credit Loans from one Type to the other, and all continuations of
Revolving  Credit  Loans  as  the  same  Type,  there shall not be more than ten
Interest  Periods  in  effect.
(f)     The  failure  of any Lender to make the Loan to be made by it as part of
any  Borrowing  shall  not  relieve  any other Lender of its obligation, if any,
hereunder to make its Loan on the date of such Borrowing, but no Lender shall be
responsible  for  the failure of any other Lender to make the Loan to be made by
such  other  Lender  on  the  date  of  any  Borrowing.
2.03     Letters  of  Credit.
         -------------------
(a)     The  Letter  of  Credit  Commitment.
        -----------------------------------
(i)     Subject to the terms and conditions set forth herein, (A) the L/C Issuer
     agrees,  in  reliance upon the agreements of the other Lenders set forth in
this  Section  2.03, (1) from time to time on any Business Day during the period
      -------------
from  the  Closing  Date  until  the  Letter of Credit Expiration Date, to issue
Letters of Credit for the account of any Borrower, and to amend or renew Letters
of  Credit  previously issued by it, in accordance with Section 2.03(b), and (2)
                                                        ---------------
to  honor  drafts  under  the  Letters  of  Credit; and (B) the Revolving Credit
Lenders  severally  agree  to  participate  in  Letters of Credit issued for the
account  of any Borrower; provided that the L/C Issuer shall not be obligated to
                          --------
make  any  L/C  Credit  Extension  with  respect to any Letter of Credit, and no
Lender  shall  be  obligated to participate in any Letter of Credit if as of the
date  of  such L/C Credit Extension, (x) the Total Outstandings would exceed the
Aggregate  Commitments, (y) the aggregate Outstanding Amount of the Loans of any
Lender,  plus  such Lender's Pro Rata Share of the Outstanding Amount of all L/C
         ----
Obligations,  plus such Lender's Pro Rata Share of the Outstanding Amount of all
              ----
Swing  Line Loans would exceed such Lender's Revolving Credit Commitment, or (z)
the  Outstanding Amount of the L/C Obligations would exceed the Letter of Credit
Sublimit;  provided  further that upon the resignation of Bank of America as L/C
           -----------------
Issuer,  Bank  of  America  shall  have no obligation hereunder to issue any new
Letter  of Credit or to extend or renew any existing Letter of Credit under this
Agreement,  and  all Letters of Credit issued by Bank of America for the account
of  any Borrower hereunder shall either be replaced or, if acceptable to Bank of
America  in  its  sole  discretion,  backstopped  with  Letters of Credit issued
hereunder  or fully cash collateralized no later than thirty (30) days following
such  resignation.  Within  the  foregoing  limits, and subject to the terms and
conditions  hereof, each Borrower's ability to obtain Letters of Credit shall be
fully revolving, and accordingly each Borrower may, during the foregoing period,
obtain  Letters of Credit to replace Letters of Credit that have expired or that
have  been  drawn  upon and reimbursed.  All Existing Letters of Credit shall be
deemed  to have been issued pursuant hereto, and from and after the Closing Date
shall  be  subject  to  and  governed  by  the  terms  and  conditions  hereof.
(ii)     The  L/C  Issuer  shall  be  under no obligation to issue any Letter of
Credit  if:
(A)     any  order,  judgment  or  decree  of  any  Governmental  Authority  or
arbitrator  shall by its terms purport to enjoin or restrain the L/C Issuer from
issuing  such  Letter  of Credit, or any Law applicable to the L/C Issuer or any
request  or  directive  (whether  or  not  having  the  force  of  law) from any
Governmental  Authority with jurisdiction over the L/C Issuer shall prohibit, or
request  that  the  L/C  Issuer  refrain from, the issuance of letters of credit
generally  or  such  Letter of Credit in particular or shall impose upon the L/C
Issuer with respect to such Letter of Credit any restriction, reserve or capital
     requirement  (for  which  the  L/C  Issuer  is  not  otherwise  compensated
hereunder)  not  in  effect  on  the  Closing Date, or shall impose upon the L/C
Issuer  any  unreimbursed  loss, cost or expense which was not applicable on the
Closing  Date  and  which  the  L/C  Issuer  in good faith deems material to it;
(B)     subject  to  Section  2.03(b)(iii),  the  expiry  date of such requested
                     ---------------------
Letter  of Credit would occur more than twelve months after the date of issuance
or  last  renewal,  unless  the Required Lenders have approved such expiry date;
(C)     the expiry date of such requested Letter of Credit would occur after the
Letter  of  Credit  Expiration  Date,  unless all the Lenders have approved such
expiry  date;
(D)     the issuance of such Letter of Credit would violate one or more policies
of  the  L/C  Issuer;  or
(E)     such  Letter  of  Credit  is  to be denominated in a currency other than
Dollars  or  a  Committed  Currency.
(iii)     The  L/C  Issuer  shall  be under no obligation to amend any Letter of
Credit if (A) the L/C Issuer would have no obligation at such time to issue such
     Letter  of  Credit  in  its amended form under the terms hereof, or (B) the
beneficiary  of  such Letter of Credit does not accept the proposed amendment to
such  Letter  of  Credit.
(b)     Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal
        ------------------------------------------------------------------------
     Letters  of  Credit.
     -------------------
(i)     Each  Letter  of  Credit shall be issued or amended, as the case may be,
upon  the  request  of the relevant Borrower delivered to the L/C Issuer (with a
copy to the Administrative Agent) in the form of a Letter of Credit Application,
     appropriately  completed  and  signed  by  a  Responsible  Officer  of such
Borrower.  Such  Letter of Credit Application must be received by the L/C Issuer
and  the  Administrative Agent not later than 11:00 a.m. at least three Business
Days  (or  such  later date and time as the L/C Issuer may agree in a particular
instance  in its sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be.  In the case of a request for an initial issuance
of  a  Letter of Credit, such Letter of Credit Application shall specify in form
and  detail  satisfactory  to the L/C Issuer:  (A) the proposed issuance date of
the  requested  Letter of Credit (which shall be a Business Day); (B) the amount
thereof;  (C)  the  expiry  date  thereof;  (D)  the  name  and  address  of the
beneficiary  thereof;  (E)  the documents to be presented by such beneficiary in
case  of  any  drawing  thereunder;  (F)  the full text of any certificate to be
presented  by  such  beneficiary in case of any drawing thereunder; and (G) such
other  matters  as  the L/C Issuer may require.  In the case of a request for an
amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall  specify  in form and detail satisfactory to the L/C Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment thereof (which shall
be a Business Day); (C) the nature of the proposed amendment; and (D) such other
matters  as  the  L/C  Issuer  may  require.
(ii)     Promptly  after  receipt  of  any Letter of Credit Application, the L/C
Issuer  will  confirm with the Administrative Agent (by telephone or in writing)
that  the  Administrative  Agent  has  received  a copy of such Letter of Credit
Application  from  the  applicable  Borrower  and,  if  not, the L/C Issuer will
provide  the  Administrative Agent with a copy thereof.  Upon receipt by the L/C
Issuer of confirmation from the Administrative Agent that the requested issuance
or  amendment is permitted in accordance with the terms hereof, then, subject to
the  terms  and  conditions hereof, the L/C Issuer shall, on the requested date,
issue  a  Letter  of  Credit for the account of the applicable Borrower or enter
into  the  applicable  amendment, as the case may be, in each case in accordance
with  the L/C Issuer's usual and customary business practices.  Immediately upon
the  issuance  of  each  Letter of Credit, each Revolving Credit Lender shall be
deemed  to,  and hereby irrevocably and unconditionally agrees to, purchase from
the  L/C Issuer a risk participation in such Letter of Credit in an amount equal
to  the  product of such Lender's Pro Rata Share times the amount of such Letter
of  Credit.
     (iii)     If  a  Borrower  so  requests  in any applicable Letter of Credit
Application,  the  L/C Issuer may, in its sole and absolute discretion, agree to
issue  a  Letter  of  Credit  that  has  automatic  renewal provisions (each, an
"Auto-Renewal  Letter of Credit"); provided that any such Auto-Renewal Letter of
                                   --------
Credit  must  permit the L/C Issuer to prevent any such renewal at least once in
each twelve-month period (commencing with the date of issuance of such Letter of
Credit)  by  giving prior notice to the beneficiary thereof not later than a day
(the  "Nonrenewal  Notice  Date")  in each such twelve-month period to be agreed
upon  at the time such Letter of Credit is issued.  Unless otherwise directed by
the L/C Issuer, the applicable Borrower shall not be required to make a specific
request  to the L/C Issuer for any such renewal.  Once an Auto-Renewal Letter of
Credit  has been issued, the Lenders shall be deemed to have authorized (but may
not  require)  the  L/C Issuer to permit the renewal of such Letter of Credit at
any  time to an expiry date not later than the Letter of Credit Expiration Date;
provided,  however, that the L/C Issuer shall not permit any such renewal if (A)
--------   -------
the  L/C  Issuer has determined that it would have no obligation at such time to
issue  such  Letter  of  Credit  in  its renewed form under the terms hereof (by
reason  of  the  provisions  of Section 2.03(a)(ii) or otherwise), or (B) it has
                                -------------------
received  notice  (which may be by telephone or in writing) on or before the day
that  is  three  Business  Days  before  the Nonrenewal Notice Date (1) from the
Administrative  Agent  that the Required Lenders have elected not to permit such
renewal or (2) from the Administrative Agent, any Revolving Credit Lender or any
Borrower that one or more of the applicable conditions specified in Section 4.02
                                                                    ------------
is  not  then  satisfied.
(iv)     Promptly after its delivery of any Letter of Credit or any amendment to
     a  Letter  of  Credit  to  an  advising bank with respect thereto or to the
beneficiary  thereof,  the  L/C  Issuer will also deliver to the Company and the
Administrative  Agent  a  true  and  complete  copy  of such Letter of Credit or
amendment.
(c)     Drawings  and  Reimbursements;  Funding  of  Participations.
        -----------------------------------------------------------
(i)     Upon  receipt from the beneficiary of any Letter of Credit of any notice
of  a  drawing  under  such  Letter  of  Credit, the L/C Issuer shall notify the
Company  and the Administrative Agent thereof.  Not later than 11:00 a.m. on the
date  of any payment by the L/C Issuer under a Letter of Credit (each such date,
an "Honor Date"), the applicable Borrower shall reimburse the L/C Issuer through
     the  Administrative Agent in an amount equal to the amount of such drawing.
If  the  applicable  Borrower fails to so reimburse the L/C Issuer by such time,
the  Administrative  Agent shall promptly notify each Revolving Credit Lender of
the  Honor  Date,  the  amount  of  the  unreimbursed drawing (the "Unreimbursed
Amount"),  and  the  amount  of  such  Revolving  Credit Lender's Pro Rata Share
thereof.  In  such  event,  the  applicable  Borrower  shall  be  deemed to have
requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the
Honor  Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount of Base
                                   ------------
Rate Loans, but subject to the amount of the unutilized portion of the Revolving
Credit  Commitments and the conditions set forth in Section 4.02 (other than the
                                                    ------------
delivery of a Committed Loan Notice).  Any notice given by the L/C Issuer or the
Administrative  Agent  pursuant  to  this  Section  2.03(c)(i)  may  be given by
                                           -------------------
telephone if immediately confirmed in writing; provided that the lack of such an
                                               --------
immediate  confirmation shall not affect the conclusiveness or binding effect of
such  notice.
(ii)     Each  Revolving  Credit  Lender  (including  the  Lender  acting as L/C
Issuer)  shall  upon  any  notice  pursuant  to  Section  2.03(c)(i)  make funds
                                                 -------------------
available  to  the Administrative Agent for the account of the L/C Issuer at the
Administrative  Agent's  Office  in an amount equal to its Pro Rata Share of the
Unreimbursed  Amount  not  later than 1:00 p.m. on the Business Day specified in
such notice by the Administrative Agent, whereupon, subject to the provisions of
Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available
--------------------
shall be deemed to have made a Base Rate Loan to the applicable Borrower in such
amount.  The  Administrative  Agent shall remit the funds so received to the L/C
Issuer.
(iii)     With  respect  to any Unreimbursed Amount that is not fully refinanced
by  a  Revolving  Credit Borrowing of Base Rate Loans because the conditions set
forth  in  Section  4.02  cannot  be  satisfied  or  for  any  other reason, the
           -------------
applicable  Borrower shall be deemed to have incurred from the L/C Issuer an L/C
Borrowing  in  the  amount of the Unreimbursed Amount that is not so refinanced,
which  L/C Borrowing shall be due and payable on demand (together with interest)
and  shall  bear  interest  at  the Default Rate.  In such event, each Revolving
Credit  Lender's  payment to the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
                   -------------------
participation  in  such  L/C  Borrowing and shall constitute an L/C Advance from
such  Lender  in satisfaction of its participation obligation under this Section
                                                                         -------
2.03.
----
(iv)     Until  each  Revolving Credit Lender funds its Revolving Credit Loan or
L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
                             ---------------
amount  drawn  under  any Letter of Credit, interest in respect of such Lender's
Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.
(v)     Each Revolving Credit Lender's obligation to make Revolving Credit Loans
or  L/C  Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit,  as  contemplated  by  this  Section  2.03(c),  shall  be  absolute  and
                                     ----------------
unconditional  and  shall not be affected by any circumstance, including (A) any
setoff,  counterclaim,  recoupment, defense or other right which such Lender may
have  against  the  L/C  Issuer, any Borrower or any other Person for any reason
whatsoever;  (B)  the  occurrence  or continuance of a Default, or (C) any other
occurrence,  event or condition, whether or not similar to any of the foregoing;
provided,  however,  that  each  Revolving  Credit  Lender's  obligation to make
------------------
Revolving  Credit  Loans  pursuant  to  this  Section  2.03(c) is subject to the
                                              -----------------
conditions  set  forth  in  Section 4.02 (other than delivery by a Borrower of a
                            ------------
Committed  Loan  Notice  ).  No  such  making of an L/C Advance shall relieve or
otherwise  impair the obligation of the applicable Borrower to reimburse the L/C
Issuer  for the amount of any payment made by the L/C Issuer under any Letter of
Credit,  together  with  interest  as  provided  herein.
(vi)     If  any  Revolving  Credit  Lender  fails  to  make  available  to  the
Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c)
                                                                 ---------------
by  the  time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled
                           -------------------
to  recover  from  such  Lender  (acting  through  the Administrative Agent), on
demand,  such  amount  with  interest  thereon for the period from the date such
payment  is  required to the date on which such payment is immediately available
to  the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time
to  time  in effect.  A certificate of the L/C Issuer submitted to any Revolving
Credit  Lender  (through  the  Administrative Agent) with respect to any amounts
owing  under this Section 2.03(c)(vi) shall be conclusive absent manifest error.
                  -------------------
(d)     Repayment  of  Participations.
        -----------------------------
(i)     At  any time after the L/C Issuer has made a payment under any Letter of
Credit  and  has  received  from  any  Revolving Credit Lender such Lender's L/C
Advance  in  respect  of such payment in accordance with Section 2.03(c), if the
                                                         ---------------
Administrative  Agent  receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly
     from  the  applicable  Borrower  or  otherwise,  including proceeds of Cash
Collateral  applied  thereto  by  the  Administrative Agent), the Administrative
Agent  will  distribute to such Lender its Pro Rata Share thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which  such  Lender's  L/C  Advance  was outstanding) in the same funds as those
received  by  the  Administrative  Agent.
(ii)     If  any payment received by the Administrative Agent for the account of
the  L/C  Issuer pursuant to Section 2.03(c)(i) is required to be returned under
                             ------------------
any  of  the circumstances described in Section 10.06 (including pursuant to any
                                        -------------
settlement  entered  into  by  the L/C Issuer in its discretion), each Revolving
Credit  Lender  shall pay to the Administrative Agent for the account of the L/C
Issuer  its  Pro  Rata Share thereof on demand of the Administrative Agent, plus
interest  thereon  from  the  date  of  such  demand  to the date such amount is
returned  by  such  Lender,  at a rate per annum equal to the Federal Funds Rate
from  time  to  time  in  effect.
(e)     Obligations  Absolute.  The  obligation  of  the  applicable Borrower to
        ---------------------
reimburse  the  L/C  Issuer  for each drawing under each Letter of Credit and to
repay  each  L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall  be paid strictly in accordance with the terms of this Agreement under all
circumstances,  including  the  following:
(i)     any  lack  of  validity or enforceability of such Letter of Credit, this
Agreement,  or  any  other  agreement  or  instrument  relating  thereto;
(ii)     the  existence  of  any  claim,  counterclaim, setoff, defense or other
right  that  such  Borrower  may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or  any  such  transferee  may  be  acting), the L/C Issuer or any other Person,
whether  in connection with this Agreement, the transactions contemplated hereby
or  by such Letter of Credit or any agreement or instrument relating thereto, or
any  unrelated  transaction;
(iii)     any  draft, demand, certificate or other document presented under such
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;
or  any  loss or delay in the transmission or otherwise of any document required
in  order  to  make  a  drawing  under  such  Letter  of  Credit;
(iv)     any  payment  by  the  L/C  Issuer  under such Letter of Credit against
presentation  of  a  draft or certificate that does not strictly comply with the
terms of such Letter of Credit; or any payment made by the L/C Issuer under such
Letter  of  Credit  to  any  Person  purporting  to  be a trustee in bankruptcy,
debtor-in-possession,  assignee  for  the  benefit  of  creditors,  liquidator,
receiver  or  other  representative  of  or  successor to any beneficiary or any
transferee  of  such  Letter of Credit, including any arising in connection with
any  proceeding  under  any  Debtor  Relief  Law;
(v)     any exchange, release or nonperfection of any Collateral, or any release
or amendment or waiver of or consent to departure from the Guaranty or any other
guarantee, for all or any of the Obligations of such Borrower in respect of such
Letter  of  Credit;  or
(vi)     any  other circumstance or happening whatsoever, whether or not similar
to  any  of the foregoing, including any other circumstance that might otherwise
constitute  a  defense  available  to,  or  a  discharge  of,  such  Borrower.
     Each  Borrower  shall  promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance  with  such  Borrower's  instructions  or other irregularity, such
Borrower  will  immediately  notify  the  L/C  Issuer.  Each  Borrower  shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents  unless  such  notice  is  given  as  aforesaid.
(f)     Role of L/C Issuer.  Each Lender and each Borrower agree that, in paying
        ------------------
     any  drawing  under  a  Letter of Credit, the L/C Issuer shall not have any
responsibility  to obtain any document (other than any sight draft, certificates
and  documents  expressly  required  by the Letter of Credit) or to ascertain or
inquire  as to the validity or accuracy of any such document or the authority of
the  Person  executing or delivering any such document.  None of the L/C Issuer,
any  Agent-Related Person nor any of the respective correspondents, participants
or  assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken  or  omitted in connection herewith at the request or with the approval of
the  Lenders  or  the  Required Lenders, as applicable; (ii) any action taken or
omitted  in  the absence of gross negligence or willful misconduct; or (iii) the
due  execution,  effectiveness,  validity  or  enforceability of any document or
instrument  related  to  any  Letter  of Credit or Letter of Credit Application.
Each  Borrower  hereby  assumes  all  risks  of  the  acts  or  omissions of any
beneficiary  or  transferee  with  respect  to  its use of any Letter of Credit;
provided,  however,  that  this  assumption  is  not intended to, and shall not,
--------   -------
preclude any Borrower's pursuing such rights and remedies as it may have against
the  beneficiary or transferee at law or under any other agreement.  None of the
L/C  Issuer, any Agent-Related Person, nor any of the respective correspondents,
participants  or assignees of the L/C Issuer, shall be liable or responsible for
any  of  the  matters  described  in clauses (i) through (v) of Section 2.03(e);
                                                                ---------------
provided,  however,  that  anything  in  such  clauses  to  the  contrary
--------   -------
notwithstanding,  the  applicable  Borrower  may  have  a  claim against the L/C
Issuer,  and  the  L/C Issuer may be liable to the such Borrower, to the extent,
but only to the extent, of any direct, as opposed to consequential or exemplary,
damages  suffered by such Borrower which such Borrower proves were caused by the
L/C  Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure  to  pay  under any Letter of Credit after the presentation to it by the
beneficiary  of  a  sight  draft  and certificate(s) strictly complying with the
terms  and  conditions  of  a  Letter  of  Credit.  In  furtherance  and  not in
limitation  of the foregoing, the L/C Issuer may accept documents that appear on
their  face  to  be  in order, without responsibility for further investigation,
regardless  of  any  notice  or  information to the contrary, and the L/C Issuer
shall  not  be  responsible  for  the  validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or  the  rights or benefits thereunder or proceeds thereof, in whole or in part,
which  may  prove  to  be  invalid  or  ineffective  for  any  reason.
(g)     Cash  Collateral.  Upon  the request of the Administrative Agent, (i) if
        ----------------
the  L/C Issuer has honored any full or partial drawing request under any Letter
of  Credit  and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the  Letter  of  Credit Expiration Date, any Letter of Credit may for any reason
remain  outstanding  and  partially  or  wholly undrawn, the applicable Borrower
shall  immediately  Cash  Collateralize  the  then Outstanding Amount of all L/C
Obligations  (in an amount equal to such Outstanding Amount determined as of the
date  of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may  be).  For purposes hereof, "Cash Collateralize" means to pledge and deposit
with  or  deliver to the Administrative Agent, for the benefit of the L/C Issuer
and  the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances  pursuant  to  documentation  in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by  the  Lenders).  Derivatives  of such term have corresponding meanings.  Each
Borrower  hereby  grants to the Administrative Agent, for the benefit of the L/C
Issuer  and  the Lenders, a security interest in all such cash, deposit accounts
and  all  balances  therein  and all proceeds of the foregoing.  Cash collateral
shall  be  maintained in blocked deposit accounts at Bank of America.  If at any
time  the Administrative Agent determines that any funds held as Cash Collateral
are  subject  to  any right or claim of any Person other than the Administrative
Agent  or  that  the  total  amount  of  such  funds  is less than the aggregate
Outstanding  Amount  of  all L/C Obligations, the Borrowers will, forthwith upon
demand  by  the  Administrative  Agent,  pay  to  the  Administrative  Agent, as
additional  funds  to  be  deposited and held in the deposit accounts at Bank of
America  as  aforesaid,  an  amount  equal  to  the excess of (a) such aggregate
Outstanding Amount over (b) the total amount of funds, if any, then held as Cash
Collateral  that the Administrative Agent determines to be free and clear of any
such  right and claim.  Upon the drawing of any Letter of Credit for which funds
are  on  deposit  as Cash Collateral, such funds shall be applied, to the extent
permitted  under  applicable  law,  to  reimburse  the  L/C  Issuer.
(h)     Applicability  of  ISP98.  Unless  otherwise expressly agreed by the L/C
        ------------------------
Issuer  and the applicable Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), the rules of the
"International  Standby  Practices  1998"  published  by  the  Institute  of
International Banking Law & Practice (or such later version thereof as may be in
effect  at  the  time  of  issuance)  shall  apply  to  each  Letter  of Credit.
(i)     Letter  of  Credit  Fees.  Each Borrower shall pay to the Administrative
        ------------------------
Agent for the account of each Revolving Credit Lender in accordance with its Pro
Rata  Share  a  Letter  of  Credit  fee  for  each Letter of Credit equal to the
Applicable  Rate times the daily maximum amount available to be drawn under such
Letter  of  Credit  (whether  or not such maximum amount is then in effect under
such  Letter  of  Credit).  Such  letter  of  credit fees shall be computed on a
quarterly basis in arrears.  Such letter of credit fees shall be due and payable
on  the  first  Business  Day  after  the end of each March, June, September and
December,  commencing  with  the  first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  If  there  is any change in the Applicable Rate during any quarter, the
daily  maximum  amount of each Letter of Credit shall be computed and multiplied
by  the Applicable Rate separately for each period during such quarter that such
Applicable  Rate  was  in  effect.
(j)     Fronting  Fee  and  Documentary  and  Processing  Charges Payable to L/C
        ------------------------------------------------------------------------
Issuer.  Each  Borrower shall pay directly to the L/C Issuer for its own account
------
a  fronting  fee with respect to each Letter of Credit in the amounts and at the
times  specified  in  the  Fee  Letter.  In  addition,  each  Borrower shall pay
directly  to  the  L/C  Issuer  for  its  own  account  the  customary issuance,
presentation,  amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect.  Such  customary fees and standard costs and charges are due and payable
on  demand  and  are  nonrefundable.
(k)     Conflict  with  Letter  of  Credit  Application.  In  the  event  of any
        -----------------------------------------------
conflict  between  the  terms  hereof  and  the  terms  of  any Letter of Credit
Application,  the  terms  hereof  shall  control.
2.04     Swing  Line  Loans
         ------------------
     .
(a)     The  Swing  Line.  Subject to the terms and conditions set forth herein,
        ----------------
the  Swing  Line  Lender  agrees to make loans denominated in Dollars (each such
loan,  a "Swing Line Loan") to the Company from time to time on any Business Day
during  the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
     such  Swing  Line  Loans,  when  aggregated  with the Pro Rata Share of the
Outstanding  Amount  of  Loans and L/C Obligations of the Lender acting as Swing
Line  Lender,  may  exceed  the  amount  of  such Lender's Commitment; provided,
                                                                       --------
however,  that  after  giving  effect  to  any  Swing  Line  Loan, (i) the Total
-------
Outstandings  shall not exceed the Aggregate Commitments, and (ii) the aggregate
Outstanding  Amount  of  the  Revolving  Credit  Loans  of any Lender, plus such
                                                                       ----
Lender's  Pro  Rata Share of the Outstanding Amount of all L/C Obligations, plus
                                                                            ----
such  Lender's  Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender's Revolving Credit Commitment, and provided further
                                                                -------- -------
that  the Company shall not use the proceeds of any Swing Line Loan to refinance
any  outstanding  Swing  Line Loan.  Within the foregoing limits, and subject to
the other terms and conditions hereof, the Company may borrow under this Section
                                                                         -------
2.04,  prepay  under  Section  2.05, and reborrow under this Section 2.04.  Each
----                  -------------                          ------------
Swing  Line  Loan  shall  be a Base Rate Loan.  Immediately upon the making of a
Swing  Line  Loan,  each  Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk  participation in such Swing Line Loan in an amount equal to the product of
such  Lender's  Pro  Rata  Share  times  the  amount  of  such  Swing Line Loan.
                                  -----
(b)     Borrowing  Procedures.  Each Swing Line Borrowing shall be made upon the
        ---------------------
Company's  irrevocable  notice  to  the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing  Line  Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall  be  a  minimum  of $500,000, and (ii) the requested borrowing date, which
shall be a Business Day.  Each such telephonic notice must be confirmed promptly
by  delivery  to the Swing Line Lender and the Administrative Agent of a written
Swing  Line  Loan  Notice,  appropriately  completed and signed by a Responsible
Officer  of the Company.  Promptly after receipt by the Swing Line Lender of any
telephonic  Swing  Line Loan Notice, the Swing Line Lender will confirm with the
Administrative  Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will  notify  the  Administrative  Agent  (by  telephone  or  in writing) of the
contents  thereof.  Unless  the  Swing  Line  Lender  has  received  notice  (by
telephone or in writing) from the Administrative Agent (including at the request
of  any  Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed
Swing  Line Borrowing (A) directing the Swing Line Lender not to make such Swing
Line  Loan  as a result of the limitations set forth in the proviso to the first
sentence  of  Section  2.04(a),  or  (B)  that  one  or  more  of the applicable
              ----------------
conditions  specified  in Article IV is not then satisfied, then, subject to the
                          ----------
terms  and  conditions  hereof,  the Swing Line Lender will, not later than 3:00
p.m.  on  the  borrowing date specified in such Swing Line Loan Notice, make the
amount  of  its  Swing  Line  Loan  available  to  the  Company at its office by
crediting  the  account  of the Company on the books of the Swing Line Lender in
immediately  available  funds.
(c)     Refinancing  of  Swing  Line  Loans.
        -----------------------------------
(i)     The  Swing  Line  Lender at any time in its sole and absolute discretion
may  request,  on behalf of the Company (which hereby irrevocably authorizes the
Swing  Line  Lender  to  so  request  on its behalf), that each Revolving Credit
Lender  make a Base Rate Loan in an amount equal to such Lender's Pro Rata Share
of  the amount of Swing Line Loans then outstanding.  Such request shall be made
in  writing (which written request shall be deemed to be a Committed Loan Notice
for  purposes  hereof)  and in accordance with the requirements of Section 2.02,
                                                                   -------------
without  regard to the minimum and multiples specified therein for the principal
amount  of  Base  Rate  Loans,  but  subject  to  the  unutilized portion of the
Aggregate  Revolving  Credit Commitments and the conditions set forth in Section
                                                                         -------
4.02.  The  Swing  Line  Lender  shall  furnish  the  Company with a copy of the
----
applicable  Committed  Loan  Notice promptly after delivering such notice to the
Administrative  Agent.  Each  Revolving Credit Lender shall make an amount equal
to  its  Pro  Rata  Share  of the amount specified in such Committed Loan Notice
available  to  the  Administrative  Agent in immediately available funds for the
account  of the Swing Line Lender at the Administrative Agent's Office not later
than  1:00  p.m.  on the day specified in such Committed Loan Notice, whereupon,
subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds
           -------------------
     available  shall  be deemed to have made a Base Rate Loan to the Company in
such  amount.  The Administrative Agent shall remit the funds so received to the
Swing  Line  Lender.
(ii)     If  for  any  reason any Swing Line Loan cannot be refinanced by such a
Revolving  Credit  Borrowing  in accordance with Section 2.04(c)(i), the request
                                                 ------------------
for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall
be  deemed  to  be a request by the Swing Line Lender that each of the Revolving
Credit  Lenders  fund its risk participation in the relevant Swing Line Loan and
each  Revolving  Credit  Lender's  payment  to  the Administrative Agent for the
account  of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
                                              ------------------
payment  in  respect  of  such  participation.
(iii)     If  any  Revolving  Credit  Lender  fails  to  make  available  to the
Administrative  Agent  for  the  account  of  the  Swing  Line Lender any amount
required  to be paid by such Lender pursuant to the foregoing provisions of this
Section  2.04(c)  by  the  time  specified in Section 2.04(c)(i), the Swing Line
----------------                              ------------------
Lender  shall  be  entitled  to  recover  from  such  Lender (acting through the
Administrative  Agent),  on  demand,  such  amount with interest thereon for the
period  from the date such payment is required to the date on which such payment
is  immediately  available to the Swing Line Lender at a rate per annum equal to
the  Federal Funds Rate from time to time in effect.  A certificate of the Swing
Line  Lender  submitted  to  any  Lender (through the Administrative Agent) with
respect  to any amounts owing under this clause (iii) shall be conclusive absent
manifest  error.
(iv)     Each  Revolving  Credit  Lender's  obligation  to make Revolving Credit
Loans  or  to purchase and fund risk participations in Swing Line Loans pursuant
to  this  Section  2.04(c)  shall be absolute and unconditional and shall not be
          ----------------
affected  by  any  circumstance,  including  (A)  any  setoff,  counterclaim,
recoupment,  defense or other right which such Lender may have against the Swing
Line  Lender, the Company or any other Person for any reason whatsoever, (B) the
occurrence  or  continuance  of a Default, or (C) any other occurrence, event or
condition,  whether  or  not similar to any of the foregoing; provided, however,
                                                              --------  -------
that  each  Revolving  Credit Lender's obligation to make Revolving Credit Loans
pursuant  to  this  Section  2.04(c)  is  subject to the conditions set forth in
                    ----------------
Section 4.02.  No such funding of risk participations shall relieve or otherwise
------------
impair  the  obligation  of the Company to repay Swing Line Loans, together with
interest  as  provided  herein.
(d)     Repayment  of  Participations.
        -----------------------------
(i)     At any time after any Revolving Credit Lender has purchased and funded a
     risk  participation in a Swing Line Loan, if the Swing Line Lender receives
any  payment  on  account  of  such  Swing Line Loan, the Swing Line Lender will
distribute  to  such  Lender  its  Pro Rata Share of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which  such  Lender's  risk participation was funded) in the same funds as those
received  by  the  Swing  Line  Lender.
(ii)     If  any  payment  received  by  the  Swing  Line  Lender  in respect of
principal  or  interest on any Swing Line Loan is required to be returned by the
Swing  Line  Lender  under  any  of the circumstances described in Section 10.06
                                                                   -------------
(including  pursuant  to any settlement entered into by the Swing Line Lender in
its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender
its  Pro Rata Share thereof on demand of the Administrative Agent, plus interest
thereon  from  the date of such demand to the date such amount is returned, at a
rate  per  annum equal to the Federal Funds Rate.  The Administrative Agent will
make  such  demand  upon  the  request  of  the  Swing  Line  Lender.
(e)     Interest  for Account of Swing Line Lender.  The Swing Line Lender shall
        ------------------------------------------
be  responsible  for invoicing the Company for interest on the Swing Line Loans.
Until  each  Revolving  Credit  Lender  funds  its  Base  Rate  Loan  or  risk
participation  pursuant to this Section 2.04 to refinance such Lender's Pro Rata
                                ------------
Share  of  any Swing Line Loan, interest in respect of such Pro Rata Share shall
be  solely  for  the  account  of  the  Swing  Line  Lender.
(f)     Payments  Directly  to  Swing  Line  Lender.  The Company shall make all
        -------------------------------------------
payments  of  principal and interest in respect of the Swing Line Loans directly
to  the  Swing  Line  Lender.
2.05     Prepayments
         -----------
     .
(a)     Optional.  (i)  Each  Borrower  may,  upon  notice to the Administrative
        --------
Agent,  at any time or from time to time voluntarily prepay Loans in whole or in
part  without premium or penalty; provided that (1) such notice must be received
                                  --------
by  the  Administrative  Agent not later than 11:00 a.m. (A) three Business Days
prior  to  any  date of prepayment of Eurocurrency Rate Loans, (B) five Business
Days  prior to any date of prepayment of Loans denominated in Yen and (C) on the
date  of  prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate
Loans  shall  be in a principal amount of the Revolving Credit Borrowing Minimum
or  a  Revolving  Credit  Borrowing  Multiple  in  excess  thereof;  and (3) any
prepayment  of  Base  Rate Loans shall be in a principal amount of $500,000 or a
whole  multiple  of  $100,000  in  excess thereof or, in each case, if less, the
entire  principal  amount  thereof  then  outstanding.  Each  such  notice shall
specify  the  date  and amount of such prepayment and the Type(s) of Loans to be
prepaid.  The  Administrative  Agent  will  promptly  notify  each Lender of its
receipt  of  each such notice, and of the amount of such Lender's Pro Rata Share
of  such prepayment.  If such notice is given by a Borrower, such Borrower shall
make  such  prepayment  and the payment amount specified in such notice shall be
due and payable on the date specified therein.  Any prepayment of a Eurocurrency
     Rate  Loan  shall  be accompanied by all accrued interest thereon, together
with  any  additional  amounts  required  pursuant  to  Section  3.05.
                                                        -------------
     (ii)     The Company may, upon notice to the Swing Line Lender (with a copy
to  the  Administrative  Agent),  at  any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
                                                                        --------
that  (1)  such  notice  must  be  received  by  the  Swing  Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(2)  any  such  prepayment  shall  be in a minimum principal amount of $500,000.
Each  such notice shall specify the date and amount of such prepayment.  If such
notice  is  given by the Company, the Company shall make such prepayment and the
payment  amount  specified  in  such notice shall be due and payable on the date
specified  therein.
(b)     Mandatory.  (i)  If  for  any  reason the Total Outstandings at any time
        ---------
exceed the Aggregate Commitments then in effect, the Borrowers shall immediately
     prepay  Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount  equal to such excess; provided, however, that the Borrowers shall not be
                              --------  -------
required  to  Cash  Collateralize  the  L/C Obligations pursuant to this Section
                                                                         -------
2.05(b)(iv)  unless  after  the  prepayment  in full of the Loans and Swing Line
-----------
Loans  the  Total  Outstandings exceed the Aggregate Commitments then in effect.
     (ii)     If,  on  any date, the Administrative Agent notifies the Borrowers
that  the  sum of (A) the aggregate principal amount of all Loans denominated in
Dollars  then  outstanding plus (B) the Equivalent in Dollars (determined on the
third  Business  Day  prior  to  such  interest  payment  date) of the aggregate
principal  amount  of  all  Loans  denominated  in  Committed  Currencies  then
outstanding  exceeds  105%  of  the  Aggregate  Commitments  on  such  date, the
Borrowers  shall,  as  soon  as practicable and in any event within two Business
Days  after  receipt of such notice, subject to the proviso to this sentence set
forth  below,  prepay the outstanding principal amount of any Loans owing by the
Borrowers  in an aggregate amount sufficient to reduce such sum to an amount not
to  exceed  100%  of  the  Aggregate  Commitments on such date together with any
interest  accrued  to  the  date  of  such prepayment on the aggregate principal
amount of Loans prepaid; provided that if the aggregate principal amount of Base
                         --------
Rate  Loans outstanding at the time of such required prepayment is less than the
amount  of  such required prepayment, the portion of such required prepayment in
excess  of  the  aggregate  principal amount of Base Rate Loans then outstanding
shall  be  deferred  until the earliest to occur of the last day of the Interest
Period  of  the  outstanding  Eurocurrency  Rate Loans in an amount equal to the
excess  of such required prepayment.  The Administrative Agent shall give prompt
notice  of  any  prepayment required under this Section 2.05(b) to the Borrowers
                                                ---------------
and  the  Lenders,  and shall provide prompt notice to the Borrowers of any such
notice  of  required  prepayment  received  by  it  from  any  Lender
(iii)     Each  prepayment  of  Loans  pursuant  to this Section 2.05(b), first,
shall  be  applied  to  prepay L/C Borrowings outstanding at such time until all
such  L/C  Borrowings are paid in full, second, shall be applied to prepay Swing
                                        ------
Line  Loans outstanding at such time until all such Swing Line Loans are paid in
full,  third,  shall  be applied to prepay Revolving Credit Loans outstanding at
       -----
such  time  until  all such Revolving Credit Loans are paid in full and, fourth,
                                                                         ------
shall  be  used  to Cash Collateralize the L/C Obligations.  Upon the drawing of
any  Letter  of  Credit  which has been Cash Collateralized, such funds shall be
applied  (without any further action by or notice to or from any Borrower or any
other  Loan  Party) to reimburse the L/C Issuer or the Revolving Credit Lenders,
as  applicable.
(c)     Prepayments  to  Include  Accrued  Interest, Etc.  All prepayments under
        -------------------------------------------------
this Section 2.05 shall be made together with (i) accrued and unpaid interest to
     the  date of such prepayment on the principal amount so prepaid and (ii) in
the case of any such prepayment of a Eurocurrency Rate Loan on a date other than
the  last  day  of  an Interest Period therefor, any amounts owing in respect of
such  Eurocurrency  Rate  Loan  pursuant  to  Section  3.05.
2.06     Termination  or  Reduction  of  Commitment
         ------------------------------------------
(a)     Optional.  The  Company  may,  upon  notice to the Administrative Agent,
        --------
terminate  the  unused  portion  of the Letter of Credit Sublimit, or the unused
Revolving Credit Commitments, or from time to time permanently reduce the unused
     portion  of  the  Letter of Credit Sublimit, or the unused Revolving Credit
Commitments;  provided  that  (i)  any  such  notice  shall  be  received by the
Administrative  Agent  not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate  amount  of  $10,000,000 or any whole multiple of $1,000,000 in excess
thereof  and  (iii) the Company shall not terminate or reduce the unused portion
of the Letter of Credit Sublimit, or the unused Revolving Credit Commitments if,
after  giving  effect  thereto  and to any concurrent prepayments hereunder, the
Total  Outstandings  would  exceed  the  Aggregate  Commitments.
(b)     Mandatory.  If  after  giving  effect to any reduction or termination of
        ---------
unused Commitments under this Section 2.06, the Letter of Credit Sublimit or the
Swing  Line  Sublimit  exceeds  the  amount  of  the  Aggregate Revolving Credit
Commitments,  such Sublimit shall be automatically reduced by the amount of such
excess.
(c)     Application  of  Commitment  Reductions;  Payment  of  Fees.  The
        -----------------------------------------------------------
Administrative  Agent  will  promptly  notify  the Lenders of any termination or
reduction  of  unused  portions  of the Letter of Credit Sublimit, or the unused
Revolving  Credit  Commitment  under  this  Section 2.06.  Upon any reduction of
unused  Revolving  Credit  Commitments,  the Revolving Credit Commitment of each
Lender  shall  be reduced by such Lender's Pro Rata Share of the amount by which
the  Revolving  Credit Facility is reduced.  All facility fees accrued until the
effective  date of any termination of the Aggregate Commitments shall be paid on
the  effective  date  of  such  termination.
2.07     Repayment  of  Loans
         --------------------
(a)     Revolving Credit Loans.  The Borrowers shall repay to the Administrative
     Agent  for  the  ratable  account  of  the  Revolving Credit Lenders on the
Maturity  Date  the  aggregate principal amount of all Revolving Credit Advances
outstanding  on  such  date.
(b)     Swing  Line  Loans.  The Company shall repay each Swing Line Loan on the
earlier  to occur of (i) the date five Business Days after such Loan is made and
(ii)  the  Maturity  Date.
2.08     Interest
     .
(a)     Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate
     Loan  shall  bear  interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurocurrency Rate for such
Interest  Period  plus  the Applicable Rate; (ii) each Base Rate Loan shall bear
interest  on  the  outstanding  principal  amount  thereof  from  the applicable
borrowing  date  at  a rate per annum equal to the Base Rate plus the Applicable
Rate;  and  (iii)  each  Swing  Line Loan shall bear interest on the outstanding
principal  amount thereof from the applicable borrowing date at a rate per annum
equal  to  the  Base  Rate  plus  the  Applicable  Rate.
(b)     If  any  amount  payable by the Borrowers under any Loan Document is not
paid  when  due  (without  regard  to  any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest  at  a  fluctuating  interest  rate per annum at all times equal to the
Default  Rate  to the fullest extent permitted by applicable Laws.  Furthermore,
upon the request of the Required Lenders, while any Event of Default exists, the
Borrowers  shall  pay  interest  on  the  principal  amount  of  all outstanding
Obligations  hereunder  at  a  fluctuating  interest rate per annum at all times
equal  to  the  Default Rate to the fullest extent permitted by applicable Laws.
Accrued  and unpaid interest on past due amounts (including interest on past due
interest)  shall  be  due  and  payable  upon  demand.
(c)     Interest  on  each  Loan  shall  be  due  and payable in arrears on each
Interest  Payment  Date  applicable  thereto  and  at such other times as may be
specified  herein.  Interest  hereunder  shall  be due and payable in accordance
with  the  terms  hereof  before  and  after  judgment, and before and after the
commencement  of  any  proceeding  under  any  Debtor  Relief  Law.
2.09     Fees
     .  In  addition  to  certain  fees  described  in Sections 2.03(i) and (j):
(a)     Facility Fee.  The Company shall pay to the Administrative Agent for the
account  of  each  Lender  in accordance with its Pro Rata Share, a facility fee
equal  to  the  Applicable  Rate  times the actual daily amount of the aggregate
Revolving  Credit  Commitments  (or,  if  the  Revolving Credit Commitments have
terminated,  on the Outstanding Amount of all Revolving Credit Loans, Swing Line
Loans  and  L/C  Obligations);  in  each  case,  regardless  of usage; provided,
however, that any facility fee accrued with respect to any of the Commitments of
a  Defaulting  Lender  during  the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Company so
long  as such Lender shall be a Defaulting Lender except to the extent that such
facility  fee  shall otherwise have been due and payable by the Company prior to
such  time; and provided further that no facility fee shall accrue on any of the
Commitments  of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.  The  facility  fee  shall  accrue  at all times during the Availability
Period  (and  thereafter so long as any Revolving Credit Loans, Swing Line Loans
or  L/C  Obligations remain outstanding), including at any time during which one
or more of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December,  commencing  with the first such date to occur after the Closing Date,
and  on  the  Maturity  Date  (and,  if  applicable, thereafter on demand).  The
facility  fee  shall  be  calculated  quarterly  in arrears, and if there is any
change  in the Applicable Rate during any quarter, the actual daily amount shall
be  computed  and  multiplied  by the Applicable Rate separately for each period
during  such  quarter  that  such  Applicable  Rate  was  in  effect.
(b)     Other  Fees.  (i)  The  Company  shall  pay  to  the  Arrangers  and the
Administrative  Agent  for  their  own  respective  accounts  fees,  and,  where
applicable,  for  the  account  of  each Lender, in the amounts and at the times
specified  in  the  Fee  Letter.  Such  fees shall be fully earned when paid and
shall  not  be  refundable  for  any  reason  whatsoever.
     (ii)     The  Company  shall pay to the Agents such fees as shall have been
separately  agreed upon in writing in the amounts and at the times so specified.
Such  fees  shall  be fully earned when paid and shall not be refundable for any
reason  whatsoever.
2.10     Computation  of  Interest  and  Fees
     .  All  computations  of interest for Base Rate Loans when the Base Rate is
determined  by  Bank  of  America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.  All other
computations  of  fees and interest shall be made on the basis of a 360-day year
(or,  in  each  case  of  Loans denominated in Committed Currencies where market
practice  differs,  in  accordance with market practice) and actual days elapsed
(which  results  in  more  fees  or  interest, as applicable, being paid than if
computed  on  the  basis of a 365-day year).  Interest shall accrue on each Loan
for  the  day  on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that  any Loan that is repaid on the same day on which it is made shall, subject
to  Section  2.12(a),  bear  interest  for  one  day.  Each determination by the
Administrative  Agent  of  an interest rate or fee hereunder shall be conclusive
and  binding  for  all  purposes,  absent  manifest  error.
2.11     Evidence  of  Indebtedness
     .
(a)     The  Credit  Extensions made by each Lender shall be evidenced by one or
more  accounts  or  records  maintained by such Lender and by the Administrative
Agent in the ordinary course of business.  The accounts or records maintained by
     the  Administrative  Agent  and  each  Lender  shall  be  conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrowers  and  the  interest and payments thereon.  Any failure to so record or
any  error  in  doing  so  shall  not,  however,  limit  or otherwise affect the
obligation  of  the  Borrowers hereunder to pay any amount owing with respect to
the  Obligations.  In the event of any conflict between the accounts and records
maintained  by  any  Lender  and  the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent  shall  control in the absence of manifest error.  Upon the request of any
Lender  made  through  the Administrative Agent, each Borrower shall execute and
deliver  to  such  Lender (through the Administrative Agent) a Note, which shall
evidence  such  Lender's  Loans  in  addition to such accounts or records.  Each
Lender  may  attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.
(b)     In  addition to the accounts and records referred to in Section 2.11(a),
each  Lender  and the Administrative Agent shall maintain in accordance with its
usual  practice  accounts  or records evidencing the purchases and sales by such
Lender  of  participations  in  Letters  of Credit and Swing Line Loans.  In the
event  of  any  conflict  between  the  accounts  and  records maintained by the
Administrative  Agent  and  the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in  the  absence  of  manifest  error.
(c)     Entries  made  in good faith by the Administrative Agent in the Register
pursuant  to  Section  2.11(b),  and  by  each Lender in its account or accounts
pursuant  to  Section  2.11(a),  shall  be prima facie evidence of the amount of
principal  and  interest  due and payable or to become due and payable from each
Borrower  to,  in the case of the Register, each Lender and, in the case of such
account  or  accounts,  such  Lender,  under  this  Agreement and the other Loan
Documents,  absent  manifest  error;  provided  that  the  failure  of  the
Administrative  Agent  or  such  Lender to make an entry, or any finding that an
entry  is incorrect, in the Register or such account or accounts shall not limit
or  otherwise  affect  the obligations of the Borrowers under this Agreement and
the  other  Loan  Documents.
2.12     Payments  Generally.
(a)     All payments to be made by the Borrowers shall be made without condition
     or  deduction  for any counterclaim, defense, recoupment or setoff.  Except
as  otherwise expressly provided herein, all payments by the Borrowers hereunder
shall  be  made  to  the Administrative Agent, for the account of the respective
Lenders  to  which such payment is owed, at the Administrative Agent's Office in
Dollars  or the applicable Committed Currency and in immediately available funds
not later than 2:00 p.m. on the date specified herein.  The Administrative Agent
will  promptly distribute to each Lender its Pro Rata Share (or other applicable
share  as  provided  herein)  of  such payment in like funds as received by wire
transfer  to  such  Lender's  Lending  Office.  All  payments  received  by  the
Administrative  Agent  after  2:00  p.m.  shall  be  deemed received on the next
succeeding  Business  Day  and  any applicable interest or fee shall continue to
accrue.
(b)     If  any  payment  to be made by a Borrower shall come due on a day other
than  a  Business Day, payment shall be made on the next following Business Day,
and  such extension of time shall be reflected in computing interest or fees, as
the  case  may be provided, however, that, if such extension would cause payment
of  interest  on  or principal of Eurocurrency Rate Loans to be made in the next
succeeding  calendar  month,  such  payment  shall  be  made  on the immediately
preceding  Business  Day.
     (c)     Unless  a  Borrower  or  any Lender has notified the Administrative
Agent,  prior  to  the  date  any  payment  is  required to be made by it to the
Administrative Agent hereunder, that the Company or such Lender, as the case may
be,  will  not  make such payment, the Administrative Agent may assume that such
Borrower  or  such  Lender, as the case may be, has timely made such payment and
may  (but  shall  not  be so required to), in reliance thereon, make available a
corresponding  amount to the Person entitled thereto.  If and to the extent that
such  payment  was  not  in fact made to the Administrative Agent in immediately
available  funds,  then:
(i)     if  the  applicable  Borrower  failed  to make such payment, each Lender
shall  forthwith on demand repay to the Administrative Agent the portion of such
assumed  payment that was made available to such Lender in immediately available
funds,  together with interest thereon in respect of each day from and including
the  date  such  amount  was  made available by the Administrative Agent to such
Lender  to  the  date  such  amount  is  repaid  to  the Administrative Agent in
immediately available funds at the higher of the Federal Funds Rate from time to
     time  in  effect and the cost of funds incurred by the Administrative Agent
in  respect  of  such  amount  in  the  case  of  Loans denominated in Committed
Currencies;  and
(ii)     if  any Lender failed to make such payment, such Lender shall forthwith
on  demand  pay  to  the  Administrative Agent the amount thereof in immediately
available  funds,  together  with  interest thereon for the period from the date
such  amount  was  made  available by the Administrative Agent to the applicable
Borrower  to  the date such amount is recovered by the Administrative Agent (the
"Compensation  Period")  at  a rate per annum equal to the higher of the Federal
Funds  Rate  from  time  to time in effect and the cost of funds incurred by the
Administrative  Agent in respect of such amount in the case of Loans denominated
in  Committed Currencies.  If such Lender pays such amount to the Administrative
Agent,  then  such  amount  shall  constitute such Lender's Loan included in the
applicable  Borrowing.  If  such  Lender does not pay such amount forthwith upon
the  Administrative Agent's demand therefor, the Administrative Agent may make a
demand  therefor  upon the applicable Borrower, and such Borrower shall pay such
amount  to  the  Administrative  Agent,  together  with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest applicable
to  the  applicable  Borrowing.  Nothing  herein  shall be deemed to relieve any
Lender  from its obligation to fulfill its Commitment or to prejudice any rights
which  the Administrative Agent or any Borrower may have against any Lender as a
result  of  any  default  by  such  Lender  hereunder.
     A  notice  of  the  Administrative Agent to any Lender or any Borrower with
respect  to  any  amount  owing  under this Section 2.12(c) shall be conclusive,
absent  manifest  error.
(d)     If  any Lender makes available to the Administrative Agent funds for any
Loan  to  be made by such Lender as provided in the foregoing provisions of this
Article  II,  and  such  funds  are  not  made  available to any Borrower by the
Administrative  Agent  because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with the terms
     hereof,  the Administrative Agent shall return such funds (in like funds as
received  from  such  Lender)  to  such  Lender,  without  interest.
     (e)     The  obligations of the Lenders hereunder to make Loans and to fund
participations  in  Letters  of  Credit and Swing Line Loans are several and not
joint.  The  failure  of  any  Lender  to  make  any  Loan  or  to fund any such
participation  on any date required hereunder shall not relieve any other Lender
of  its  corresponding  obligation to do so on such date, and no Lender shall be
responsible  for the failure of any other Lender to so make its Loan or purchase
its  participation.
(f)     Nothing  herein  shall  be  deemed  to obligate any Lender to obtain the
funds  for  any  Loan  in  any  particular  place  or  manner or to constitute a
representation  by  any Lender that it has obtained or will obtain the funds for
any  Loan  in  any  particular  place  or  manner.
(g)     Each  Borrower  hereby  authorizes  each  Lender,  if  and to the extent
payment  owed to such Lender is not made when due hereunder or, in the case of a
Lender,  under the Note held by such Lender, to charge from time to time against
any  or  all  of  such  Borrower's  accounts with such Lender any amount so due.
(h)     Whenever  any  payment  received  by the Administrative Agent under this
Agreement  or any of the other Loan Documents is insufficient to pay in full all
amounts  due  and  payable  to the Agents and the Lenders under or in respect of
this  Agreement  and the other Loan Documents on any date, such payment shall be
distributed  by  the  Administrative  Agent  and  applied  by the Agents and the
Lenders  in  the  order  of  priority  set  forth  in  Section  8.03.
(i)     To  the  extent  that  the  Administrative  Agent  receives  funds  for
application  to  the  amounts  owing  by  a Borrower under or in respect of this
Agreement  or  any  Note  in  currencies  other  than the currency or currencies
required  to  enable the Administrative Agent to distribute funds to the Lenders
in  accordance  with  the  terms  of this Section 2.12, the Administrative Agent
shall  be  entitled  to  convert  or  exchange such funds into Dollars or into a
Committed  Currency  or from Dollars to a Committed Currency or from a Committed
Currency  to  Dollars, as the case may be, to the extent necessary to enable the
Administrative  Agent  to  distribute such funds in accordance with the terms of
this  Section  2.12;  provided that each Borrower and each of the Lenders hereby
agree  that  the Administrative Agent shall not be liable or responsible for any
loss,  cost  or  expense suffered by such Borrower or such Lender as a result of
any  conversion  or  exchange  of  currencies  affected pursuant to this Section
2.12(i)  or as a result of the failure of the Administrative Agent to effect any
such  conversion  or exchange; and provided further that each Borrower agrees to
indemnify  the Administrative Agent and each Lender, and hold the Administrative
Agent  and  each  Lender  harmless,  for  any and all losses, costs and expenses
incurred  by  the  Administrative  Agent  or  any  Lender  for any conversion or
exchange of currencies (or the failure to convert or exchange any currencies) in
accordance  with  this  Section  2.12(i).
2.13     Sharing  of  Payments
(a)     .  If,  other  than  as  expressly provided elsewhere herein, any Lender
shall  obtain  on  account of the Loans made by it, or the participations in L/C
Obligations  or  in Swing Line Loans held by it, any payment (whether voluntary,
involuntary,  through  the  exercise  of  any  right of setoff, or otherwise) in
excess  of  its  ratable  share (or other share contemplated hereunder) thereof,
such  Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other Lenders such participations in the Loans made by
     them and/or such subparticipations in the participations in L/C Obligations
or  Swing  Line Loans held by them, as the case may be, as shall be necessary to
cause  such  purchasing  Lender  to  share the excess payment in respect of such
Loans  or  such  participations, as the case may be, pro rata with each of them;
provided,  however,  that  if  all  or  any  portion  of  such excess payment is
thereafter  recovered  from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by
the  purchasing Lender in its discretion), such purchase shall to that extent be
rescinded  and  each  other  Lender  shall  repay  to  the purchasing Lender the
purchase  price  paid  therefor,  together  with  an amount equal to such paying
Lender's  ratable  share  (according to the proportion of (i) the amount of such
paying  Lender's  required  repayment to (ii) the total amount so recovered from
the  purchasing  Lender)  of any interest or other amount paid or payable by the
purchasing  Lender  in respect of the total amount so recovered, without further
interest  thereon.  Each  Borrower  agrees  that  any  Lender  so  purchasing  a
participation  from  another Lender may, to the fullest extent permitted by law,
exercise  all  its rights of payment (including the right of setoff, but subject
to  Section 10.09) with respect to such participation as fully as if such Lender
were  the  direct creditor of such Borrower in the amount of such participation.
The  Administrative  Agent  will  keep  records  (which  shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments.  Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands,  directions  and other communications under this Agreement with respect
to  the  portion  of  the Obligations purchased to the same extent as though the
purchasing  Lender  were  the  original  owner  of  the  Obligations  purchased.
2.14     Nature  of  Obligations
     .  (a)  The  Borrowers agree that all Obligations of each Borrower under or
in  respect  of  this  Agreement  or  any other Loan Document shall be joint and
several  obligations  of  all  the  Borrowers.
     (b)     Each  Borrower  waives  presentment  to, demand of payment from and
protest to the other Borrowers of any of the Obligations, and also waives notice
of  acceptance  of  its  Obligations  and notice of protest for nonpayment.  The
Obligations  of a Borrower hereunder shall not be affected by (i) the failure of
any  Lender  or  the  Administrative  Agent  to assert any claim or demand or to
enforce  any right or remedy against the other Borrowers under the provisions of
this  Agreement  or  any  of  the  other  Loan  Documents or otherwise; (ii) any
rescission,  waiver, amendment or modification of any of the terms or provisions
of  this  Agreement,  any of the other Loan Documents or any other agreement; or
(iii)  the  failure  of  any  Lender to exercise any right or remedy against any
other  Borrower.
(c)     Each  Borrower further agrees that its agreement hereunder constitutes a
promise  of  payment  when  due  and  not of collection, and waives any right to
require  that  any  resort  be  had  by any Lender to any balance of any deposit
account  or  credit on the books of any Lender in favor of any other Borrower or
any  other  Person.
(d)     The  Obligations  of each Borrower hereunder shall not be subject to any
reduction,  limitation,  impairment  or  termination  for any reason, including,
without  limitation,  compromise,  and  shall  not  be subject to any defense or
setoff,  counterclaim,  recoupment  or  termination  whatsoever by reason of the
invalidity,  illegality  or  unenforceability  of  the  Obligations of the other
Borrowers  or  otherwise.  Without limiting the generality of the foregoing, the
Obligations  of  each  Borrower hereunder shall not be discharged or impaired or
otherwise  affected  by the failure of the Administrative Agent or any Lender to
assert  any  claim  or  demand  or to enforce any remedy under this Agreement or
under  any  other  Loan  Document  or  any  other  agreement,  by  any waiver or
modification  in  respect  of  any  thereof,  by  any default, failure or delay,
willful  or  otherwise,  in  the  performance  of  the  Obligations of the other
Borrowers,  or  by any other act or omission which may or might in any manner or
to any extent vary the risk of such Borrower or otherwise operate as a discharge
of  such  Borrower  as  a  matter  of  law  or  equity.
(e)     Each  Borrower  further  agrees  that  its  Obligations  hereunder shall
continue  to  be  effective or be reinstated, as the case may be, if at any time
payment,  or  any part thereof, of principal of or interest on any Obligation of
the  other  Borrowers  is  rescinded  or  must  otherwise  be  restored  by  the
Administrative  Agent or any Lender upon the occurrence of a Bankruptcy Event in
respect  of  such  Borrower,  any  of  the  other  Borrowers  or  otherwise.
(f)     In furtherance of the foregoing and not in limitation of any other right
which  the  Administrative  Agent  or  any  Lender  may have at law or in equity
against any Borrower by virtue hereof, upon the failure of a Borrower to pay any
Obligation  when  and  as  the  same  shall  become due, whether at maturity, by
acceleration,  after  notice  of  prepayment  or  otherwise, each other Borrower
hereby  promises  to  and  will,  upon  receipt  of  written  demand  by  the
Administrative  Agent, forthwith pay, or cause to be paid, in cash the amount of
such  unpaid  Obligations,  and  thereupon  each  Lender  shall, in a reasonable
manner,  assign  the amount of the Obligations of the other Borrowers owed to it
and  paid  by  such  Borrower  pursuant to this guarantee to such Borrower, such
assignment  to  be  pro tanto to the extent to which the Obligations in question
were  discharged  by  such  Borrower,  or  make such disposition thereof as such
Borrower  shall  direct  (all  without  recourse  to  any Lender and without any
representation  or  warranty  by  any  Lender).
(g)     Upon  payment  by a Borrower of any amount as provided above, all rights
of  such  Borrower  against  another  Borrower, as the case may be, arising as a
result thereof by way of right of subrogation or otherwise shall in all respects
be subordinated and junior in right of payment to the prior indefeasible payment
in  full  of  all  the  Obligations  to  the  Lenders.
2.15     Increase  in  Commitments.
(a)     The  Company  may,  at  any  time  prior  to the Maturity Date, with the
consent  of  the Administrative Agent (not to be unreasonably withheld), request
that  the aggregate amount of the Commitments be increased by an amount equal to
$5,000,000  or  an  integral  multiple  of  $1,000,000 in excess thereof (each a
"Commitment  Increase")  to  be  effective as of a date that is at least 90 days
prior  to  the  scheduled  Maturity Date then in effect (the "Increase Date") as
specified  in the related notice to the Administrative Agent; provided, however,
that  (i)  in  no  event  shall the aggregate amount of the Commitment Increases
exceed  $50,000,000  and  (ii)  on  the date of any request by the Company for a
Commitment  Increase and on the related Increase Date, the applicable conditions
set  forth  in  Article  IV  shall  be  satisfied.
(b)          The  Administrative  Agent  shall  promptly  notify  such  Eligible
Assignees  as  it  shall  identify  of a request by the Company for a Commitment
Increase,  which  notice shall include (i) the proposed amount of such requested
Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which
     Lenders wishing to participate in the Commitment Increase must commit to an
increase  in the amount of their respective Commitments (the "Commitment Date").
The  requested  Commitment  Increase  shall  be  allocated  among  the  Eligible
Assignees  willing  to participate therein in such amounts as are agreed between
the  Company  and  the  Administrative  Agent.  The  Company  shall  prepay  any
Committed  Loans  outstanding  on  the  Increase  Effective  Date  (and  pay any
additional amounts required pursuant to Section 3.05) to the extent necessary to
keep  the  outstanding  Committed Loans ratable with any revised Pro Rata Shares
arising  from  any  nonratable  increase  in the Commitments under this Section.
(c)     Promptly  following each Commitment Date, the Administrative Agent shall
notify the Company as to the amount, if any, by which the Eligible Assignees are
     willing  to  participate  in  the  requested Commitment Increase; provided,
however,  that  the  Commitment  of  each  such Eligible Assignee shall be in an
amount  of  $5,000,000  or an integral multiple of $1,000,000 in excess thereof.
(d)     On  each  Increase  Date,  each Eligible Assignee that was not, prior to
such date, a Lender hereunder and accepts an offer to participate in a requested
Commitment  Increase  in  accordance  with  Section  2.15(c) (each such Eligible
Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as
of  such  Increase Date and the Commitment of each Eligible Assignee that, prior
to  such  date,  was  a  Lender  and  accepts  an offer to participate in such a
requested  Commitment Increase (an "Increasing Lender") shall be so increased by
such amount as of such Increase Date; provided, however, that the Administrative
Agent  shall  have  received on or before such Increase Date the following, each
dated  such  date:
     (i)     (A)  certified  copies  of resolutions of the board of directors of
the  Company  approving  the  Commitment  Increase  and  the  corresponding
modifications  to  this  Agreement,  (B)  a  consent  executed by each Guarantor
approving  the  Commitment  Increase and the corresponding modifications to this
Agreement  and  (C) an opinion of counsel for the Company (which may be in-house
counsel),  in  form  and substance satisfactory to, and covering such matters as
may  be  reasonably  requested  by,  the  Administrative  Agent;
(ii)     an  assumption agreement from each Assuming Lender, if any, in form and
substance  satisfactory  to  the  Company  and the Administrative Agent (each an
"Assumption  Agreement"),  duly  executed  by  such  Eligible  Assignee,  the
Administrative  Agent  and  the  Company;
(iii)     confirmation from each Increasing Lender of the increase in the amount
of  its  Commitment  in  a  writing  satisfactory  to  the  Company  and  the
Administrative  Agent;
(iv)     Notes,  if  requested, payable to the order of the Assuming Lenders and
the  Increasing  Lenders evidencing the aggregate indebtedness of the Company to
such  Lenders  after  giving  effect  to the applicable Commitment Increase; and
(v)     a  revised  Schedule  2.01  hereto  setting forth the Commitment of each
Lender  after  giving  effect  to  the  applicable  Commitment  Increase.
On  each  Increase  Date,  upon  fulfillment  of the conditions set forth in the
immediately preceding sentence of this Section 2.15(d), the Administrative Agent
shall  notify  the Lenders (including, without limitation, each Assuming Lender)
and  the Company, on or before 1:00 P.M. (New York City time), by telecopier, of
the  occurrence  of the Commitment Increase to be effected on such Increase Date
and  shall  record in the Register the relevant information with respect to each
Increasing  Lender  and  each  Assuming  Lender  on  such  date.

ARTICLE  III
TAXES,  YIELD  PROTECTION  AND  ILLEGALITY
3.01     Taxes
     .
(a)     Any and all payments by the Borrowers to or for the account of any Agent
     or  any  Lender under any Loan Document shall be made free and clear of and
without  deduction  for  any  and  all  present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities  with respect thereto, excluding, in the case of each Agent and each
Lender,  taxes  imposed  on or measured by its overall net income, and franchise
taxes  imposed  on it (in lieu of net income taxes), by the jurisdiction (or any
political  subdivision  thereof)  under  the  Laws  of  which such Agent or such
Lender, as the case may be, is organized or maintains a lending office (all such
non-excluded  taxes,  duties,  levies,  imposts,  deductions, assessments, fees,
withholdings  or  similar charges, and liabilities being hereinafter referred to
as  "Taxes").  If  a  Borrower shall be required by any Laws to deduct any Taxes
from  or  in  respect of any sum payable under any Loan Document to any Agent or
any  Lender,  (i)  the sum payable shall be increased as necessary so that after
making  all  required  deductions (including deductions applicable to additional
sums payable under this Section), each of such Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the
full  amount  deducted  to the relevant taxation authority or other authority in
accordance  with applicable Laws, and (iv) within 30 days after the date of such
payment,  such  Borrower  shall furnish to such Agent or Lender (as the case may
be)  (which  shall  forward the same to such Lender) the original or a certified
copy  of  a  receipt  evidencing payment thereof to the extent such a receipt is
issued  therefor,  or  other written proof of payment thereof that is reasonably
satisfactory  to  the  Administrative  Agent.
(b)     In  addition,  each Borrower agrees to pay any and all present or future
stamp,  court  or  documentary  taxes  and any other excise or property taxes or
charges  or  similar  levies  which  arise  from any payment made under any Loan
Document  or  from  the  execution,  delivery,  performance,  enforcement  or
registration  of,  or  otherwise with respect to, any Loan Document (hereinafter
referred  to  as  "Other  Taxes").
(c)     If  a  Borrower  shall  be  required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to any Agent
or  any Lender, such Borrower shall also pay to such Agent or to such Lender, as
the  case may be, at the time interest is paid, such additional amount that such
Agent  or  such  Lender  specifies  is necessary to preserve the after-tax yield
(after  factoring  in  all  taxes, including taxes imposed on or measured by net
income)  that  such  Agent  or  such Lender would have received if such Taxes or
Other  Taxes  had  not  been  imposed.
(d)     Each Borrower agrees to indemnify each Agent and each Lender for (i) the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed
or  asserted  by any jurisdiction on amounts payable under this Section) paid by
such Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii)
any  liability  (including  additions  to tax, penalties, interest and expenses)
arising  therefrom  or  with  respect  thereto, in each case whether or not such
Taxes  or  Other  Taxes  were  correctly  or  legally imposed or asserted by the
relevant  Governmental  Authority.  Payment  under this Section 3.01(d) shall be
made  within  30  days  after  the date such Lender or such Agent makes a demand
therefor.
3.02     Illegality
     .  If  any Lender determines that any Law has made it unlawful, or that any
Governmental  Authority  has asserted that it is unlawful, for any Lender or its
applicable  Lending Office to make, maintain or fund Eurocurrency Rate Loans, or
to determine or charge interest rates based upon the Eurocurrency Rate, then, on
notice  thereof  by such Lender to the Company through the Administrative Agent,
any  obligation of such Lender to make or continue Eurocurrency Rate Loans or to
convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such
Lender  notifies the Administrative Agent and the Company that the circumstances
giving rise to such determination no longer exist.  Upon receipt of such notice,
each  Borrower  shall,  upon  demand  from  such  Lender  (with  a  copy  to the
Administrative  Agent),  prepay or, if applicable, convert all Eurocurrency Rate
Loans  of  such Lender to Dollar denominated Base Rate Loans, either on the last
day  of  the  Interest  Period therefor, if such Lender may lawfully continue to
maintain  such  Eurocurrency  Rate  Loans  to  such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurocurrency Rate Loans.  Upon
any  such  prepayment  or  conversion,  the  applicable  Borrower shall also pay
accrued  interest  on the amount so prepaid or converted.  Each Lender agrees to
designate a different Lending Office if such designation will avoid the need for
such  notice  and will not, in the good faith judgment of such Lender, otherwise
be  materially  disadvantageous  to  such  Lender.
3.03     Inability  to  Determine  Rates
     .  If  the  Required Lenders determine that (i) for any reason adequate and
reasonable  means  do  not  exist  for determining the Eurocurrency Rate for any
requested  Interest  Period  with  respect to a proposed Eurocurrency Rate Loan,
(ii) they are unable to obtain matching deposits in the London inter-bank market
at  or  about  11:00  A.M.  (London  time) on the second Business Day before the
making  of  a Borrowing in sufficient amounts to fund their respective Revolving
Credit Loans as a part of such Borrowing during its Interest Period or (iii) the
Eurocurrency  Rate  for  any  Interest Period for such Loans will not adequately
reflect  the  cost  to  such  Required Lenders of making, funding or maintaining
their  respective  Eurocurrency  Rate  Loans  for  such  Interest  Period,  the
Administrative  Agent  will  promptly  so  notify  the  Company and each Lender.
Thereafter,  the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans  in  the  applicable  currency shall be suspended until the Administrative
Agent  (upon the instruction of the Required Lenders) revokes such notice.  Upon
receipt  of  such  notice,  each  Borrower  may revoke any pending request for a
Borrowing  of,  conversion  to  or  continuation  of Eurocurrency Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Committed  Borrowing  of  Dollar  denominated  Base  Rate  Loans  in  the amount
specified  therein.
3.04     Increased  Cost  and  Reduced  Return;  Capital  Adequacy;  Reserves on
Eurocurrency  Rate  Loans
     .
(a)     If  any Lender determines that as a result of the introduction of or any
change  in  or  in  the  interpretation  of any Law, in each case after the date
hereof,  or  such  Lender's compliance therewith, there shall be any increase in
the  cost  to  such Lender of agreeing to make or making, funding or maintaining
Eurocurrency  Rate  Loans  or  (as  the case may be) issuing or participating in
Letters  of  Credit, or a reduction in the amount received or receivable by such
Lender  in  connection with any of the foregoing (excluding for purposes of this
Section  3.04(a)  any such increased costs or reduction in amount resulting from
(i)  Taxes  or Other Taxes (as to which Section 3.01 shall govern), (ii) changes
in  the  basis  of taxation of overall net income or overall gross income by the
United States or any foreign jurisdiction or any political subdivision of either
     thereof under the Laws of which such Lender is organized or has its Lending
Office,  and  (iii)  reserve  requirements contemplated by Section 3.04(c), then
from  time to time upon demand of such Lender (with a copy of such demand to the
Administrative  Agent),  each  Borrower shall pay to such Lender such additional
amounts  as  will  compensate  such Lender for such increased cost or reduction.
(b)     If  any  Lender  determines  that  the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, in each
case after the date hereof, or compliance by such Lender (or its Lending Office)
therewith,  has the effect of reducing the rate of return on the capital of such
Lender  or  any  corporation  controlling  such  Lender as a consequence of such
Lender's  obligations  hereunder  (taking  into  consideration its policies with
respect  to  capital adequacy and such Lender's desired return on capital), then
from  time to time upon demand of such Lender (with a copy of such demand to the
Administrative  Agent),  each  Borrower shall pay to such Lender such additional
amounts  as  will  compensate  such  Lender  for  such  reduction.
     (c)     Each  Borrower  shall  pay  to  each Lender, as long as such Lender
shall  be  required  to  maintain reserves with respect to liabilities or assets
consisting  of  or  including Eurocurrency funds or deposits (currently known as
"Eurocurrency  liabilities"), additional interest on the unpaid principal amount
of  each  Eurocurrency  Rate  Loan  equal  to  the actual costs of such reserves
allocated  to  such  Loan  by  such Lender (as determined by such Lender in good
faith,  which determination shall be conclusive), which shall be due and payable
on  each  date on which interest is payable on such Loan, provided such Borrower
shall  have  received  at  least  15  days'  prior  notice  (with  a copy to the
Administrative Agent) of such additional interest from such Lender.  If a Lender
fails  to  give notice 15 days prior to the relevant Interest Payment Date, such
additional  interest  shall  be  due  and  payable  15 days from receipt of such
notice.
3.05     Funding  Losses
     .  Upon demand of any Lender (with a copy to the Administrative Agent) from
time  to  time, each Borrower shall promptly compensate such Lender for and hold
such  Lender  harmless from any loss, cost or expense incurred by it as a result
of:
(a)     any  continuation,  conversion,  payment or prepayment of any Loan other
than  a  Base  Rate Loan on a day other than the last day of the Interest Period
for  such  Loan  (whether  voluntary,  mandatory,  automatic,  by  reason  of
acceleration,  or  otherwise);
(b)     any  failure  by  such  Borrower (for a reason other than the failure of
such  Lender  to  make  a  Loan) to prepay, borrow, continue or convert any Loan
other  than  a  Base  Rate  Loan  on  the date or in the amount notified by such
Borrower;  or
(c)     any  assignment of a Eurocurrency Rate Loan on a day other than the last
day  of  the  Interest  Period  therefor as a result of a request by the Company
pursuant  to  Section  10.16;
including  any  loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
Each  Borrower  shall also pay any customary administrative fees charged by such
Lender  in  connection  with  the  foregoing.
For purposes of calculating amounts payable by any Borrower to the Lenders under
this  Section 3.05, each Lender shall be deemed to have funded each Eurocurrency
Rate  Loan  made  by  it  at  the  Eurocurrency Rate for such Loan by a matching
deposit  or  other  borrowing  in the London interbank eurocurrency market for a
comparable  amount and for a comparable period, whether or not such Eurocurrency
Rate  Loan  was  in  fact  so  funded.
3.06     Matters  Applicable  to  all  Requests  for  Compensation
     .
(a)     A  certificate  of  any  Agent or any Lender claiming compensation under
this  Article  III and setting forth the additional amount or amounts to be paid
to  it  hereunder  shall  be  conclusive  in  the absence of manifest error.  In
determining  such  amount,  such  Agent  or  such  Lender may use any reasonable
averaging  and  attribution  methods.
(b)     Upon  any Lender's making a claim for compensation under Section 3.01 or
3.04,  the  Company  may  replace  such Lender in accordance with Section 10.16.
3.07     Survival
     .  All  of  the Borrowers' obligations under this Article III shall survive
termination  of the Aggregate Commitments and repayment of all other Obligations
hereunder.
ARTICLE  IV
CONDITIONS  PRECEDENT  TO  CREDIT  EXTENSIONS
4.01     Conditions  of  Initial  Credit  Extension
     .  The  obligation  of  each  Lender  to  make its initial Credit Extension
hereunder  is  subject  to  satisfaction  of the following conditions precedent:
(a)     The Administrative Agent's receipt of the following, each of which shall
     be  originals  or  facsimiles  (followed  promptly  by  originals)  unless
otherwise  specified,  each  properly  executed  by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of  governmental  officials,  a recent date before the Closing Date) and each in
form  and  substance  satisfactory  to  the  Administrative  Agent and its legal
counsel:
(i)     executed  counterparts of this Agreement and the Guaranty, sufficient in
number  for  distribution  to  each  Agent,  each  Lender  and  the  Company;
(ii)     a  Note  executed by each Borrower in favor of each Lender requesting a
Note;
(iii)     a  security  agreement,  in substantially the form of Exhibit G hereto
(together  with  each other security agreement and security agreement supplement
delivered  pursuant  to  Section  6.12,  in  each case as amended, the "Security
Agreement"),  duly  executed  by  each  Loan  Party,  together  with:
(A)     certificates  representing  the  Pledged  Interests  referred to therein
accompanied by undated stock powers executed in blank and instruments evidencing
     the  Pledged  Debt  indorsed  in  blank,
(B)     acknowledgment  copies  of proper financing statements, duly filed on or
before the day of the initial Credit Extension under the Uniform Commercial Code
of  all  jurisdictions  that  the  Administrative  Agent  may  deem necessary or
desirable  in order to perfect and protect the first priority liens and security
interests  created  under  the  Security  Agreement,  covering  the  Collateral
described  in  the  Security  Agreement,
(C)     completed  requests  for information, dated on or before the date of the
initial Credit Extension, listing the financing statements referred to in clause
(B)  above  and  all  other  effective  financing  statements  filed  in  the
jurisdictions  referred  to  in  clause  (B)  above  that name any Loan Party as
debtor,  together  with  copies  of  such  other  financing  statements,
(D)     evidence  of  the  completion  of all other recordings and filings of or
with  respect  to  the Security Agreement that the Administrative Agent may deem
reasonably  necessary  or  desirable  in  order to perfect and protect the Liens
created  thereby,
(E)     evidence  of  the  insurance  required  by  the  terms  of  the Security
Agreement,  and
(F)     evidence  that  all  other action that the Administrative Agent may deem
reasonably  necessary  or  desirable  in  order to perfect and protect the first
priority  liens  and security interests created under the Security Agreement has
been  taken  (including,  without  limitation,  receipt  of duly executed payoff
letters  and  UCC-3  termination  statements);
(iv)     such  certificates  of  resolutions  or  other  action,  incumbency
certificates  and/or  other  certificates  of  Responsible Officers of each Loan
Party as the Administrative Agent may require evidencing the identity, authority
     and  capacity  of  each  Responsible Officer thereof authorized to act as a
Responsible  Officer  in  connection  with  this  Agreement  and  the other Loan
Documents  to  which  such  Loan  Party  is  a  party  or  is  to  be  a  party;
(v)     such  documents  and  certifications  as  the  Administrative  Agent may
reasonably require to evidence that each Loan Party is duly organized or formed,
and  that  each  of the Company and each Loan Party is validly existing, in good
standing  and  qualified  to  engage  in business in each jurisdiction where its
ownership,  lease  or  operation  of  properties  or the conduct of its business
requires  such  qualification,  except to the extent that failure to do so could
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect;
(vi)     a favorable opinion of Carmody & Torrence, counsel to the Loan Parties,
addressed  to each Agent and each Lender, as to the matters set forth in Exhibit
H  and  such other matters concerning the Loan Parties and the Loan Documents as
the  Required  Lenders  may  reasonably  request;
(vii)     a  certificate  of a Responsible Officer of each Loan Party either (A)
attaching  copies of all consents, licenses and approvals required in connection
with the execution, delivery and performance by such Loan Party and the validity
against  such  Loan Party of the Loan Documents to which it is a party, and such
consents,  licenses  and  approvals  shall  be  in full force and effect, or (B)
stating  that  no  such  consents,  licenses  or  approvals  are  so  required;
(viii)     a  certificate  signed  by  a  Responsible  Officer  of  the  Company
certifying  (A)  that  the conditions specified in Sections 4.02(a) and (b) have
been  satisfied; (B) that there has been no event or circumstance since the date
of the Audited Financial Statements that has had or could be reasonably expected
to have, either individually or in the aggregate, a Material Adverse Effect; and
(C)  a  calculation of the Consolidated Leverage Ratio as of the last day of the
fiscal  quarter  of  the  Company most recently ended prior to the Closing Date;
(ix)     evidence  that  all insurance required to be maintained pursuant to the
Loan  Documents  has  been  obtained  and  is  in  effect;
(x)     a  Notice of Borrowing or Notice of Issuance, as applicable, relating to
the  initial  Credit  Extension;
(xi)     evidence  that  the  Existing Credit Agreement has been or concurrently
with  the  Closing  Date  is being terminated and all Liens securing obligations
under  the  Existing Credit Agreement have been or concurrently with the Closing
Date  are  being  released;  and
(xii)     such  other  assurances, certificates, documents, consents or opinions
as any Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may
require.
     By execution of this Agreement, each of the Lenders that is a lender of the
Existing  Credit  Agreement  referred  to in clause (xi) above hereby waives the
requirement  set  forth  in Section 2.10(b) of such Existing Credit Agreement of
three  business  days'  prior  notice  to  the  termination of their commitments
thereunder.
(b)     All  fees  required  to be paid on or before the Closing Date shall have
been  paid.
(c)     The  Closing  Date  shall  have  occurred  on  or before April 28, 2003.
4.02     Conditions  to  all  Credit  Extensions
     .  The  obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Loans to the
other  Type,  or  a  continuation  of Eurocurrency Rate Loans) is subject to the
following  conditions  precedent:
(a)     The  representations  and  warranties of the Company and each other Loan
Party  contained  in  Article  V  or  any  other Loan Document shall be true and
correct  on  and  as  of the date of such Credit Extension, except to the extent
that  such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct in all material respects as of such
     earlier  date,  and  except  that  for  purposes  of this Section 4.02, the
representations  and  warranties  contained in Sections 5.05(a) and (b) shall be
deemed  to  refer  to  the most recent statements furnished pursuant to Sections
6.01(a)  and  (b),  respectively.
(b)     No  Default  shall  exist,  or  would  result  from such proposed Credit
Extension  or  from  the  application  of  the  proceeds  therefrom.
(c)     The Administrative Agent and, if applicable, the L/C Issuer or the Swing
Line  Lender  shall  have  received a Request for Credit Extension in accordance
with  the  requirements  hereof.
(d)     The  Administrative  Agent  shall  have  received  such other approvals,
opinions  or  documents  as  any  Lender  through  the  Administrative Agent may
reasonably  request.
4.03     Conditions  to  initial  Credit  Extension  to  any  Eligible  Borrower
     .  The  obligation of each Lender to honor any Request for Credit Extension
in  connection  with the initial Credit Extension to any Eligible Borrower shall
be  subject  to  satisfaction  of  the  additional  conditions  precedent:
(a)     The  Administrative  Agent  shall  have received a Note executed by such
Eligible  Borrower  in  favor  of  each  Lender  requesting  a  Note.
(b)     The Administrative Agent shall have received an Authorization Letter and
an  Election  to  Participate,  in  each  case,  duly  executed by such Eligible
Borrower.
(c)     The  Administrative Agent shall have received, to the extent not already
in  its  possession, such certificates, together with executed and undated stock
powers,  of such Eligible Borrower or, where such Eligible Borrower is a Foreign
Subsidiary,  of the first-tier Foreign Subsidiary parent entity of such Eligible
Borrower.
(d)     The  Administrative  Agent shall have received an opinion of counsel for
such  Eligible  Borrower  in  form  and  substance  reasonably acceptable to the
Administrative  Agent  and  covering  such  matters relating to the transactions
contemplated hereby as the Administrative Agent may reasonably request; provided
that in the event that such opinion is not delivered on the date of such initial
Credit  Extension  to such Eligible Borrower, such opinion shall be delivered no
later  that  the  30th  day  following  such  date  and  the aggregate amount of
Revolving  Loans  and  L/C  Obligations of all such Eligible Borrowers for which
opinions  have  not been delivered shall not at any time exceed $1,000,000 prior
to  the  date  such opinion is delivered in compliance with this subsection (e).
(e)     The  Administrative  Agent shall have received all documents that it may
reasonably  request  relating  to  the  existence of such Eligible Borrower, the
corporate  authority  for  and the validity of this Agreement, the Authorization
Letter,  the  Election  to  Participate  and the Notes, if any, of such Eligible
Borrower,  and  any  other  matters  relevant thereto, all in form and substance
satisfactory  to  the  Administrative  Agent.
(f)     The  Administrative  Agent  shall  have  received  a  letter  from  US
Corporation System in New York, New York (or such other agent to receive service
of  process  in  New  York, New York reasonably acceptable to the Administrative
Agent) indicating its consent to its appointment by such Eligible Borrower (that
is  a  Foreign  Subsidiary)  as  its  agent  to  receive  service  of  process.
(g)     The  representations and warranties contained in Article V shall be true
and correct on and as of the date of such Credit Extension as though made on and
as  of  such  date  (except  for  representations and warranties that refer to a
specific  date,  and  then  as of such specific date), and no Default shall have
occurred  and  be  continuing  or  would  result  therefrom.
     Each  Request  for  Credit  Extension  (other  than a Committed Loan Notice
requesting  only  a  conversion  of Loans to the other Type or a continuation of
Eurocurrency  Rate  Loans)  submitted  by  the  Company  shall be deemed to be a
representation  and  warranty that the conditions specified in Sections 4.02(a),
(b)  and,  in  the case of a Credit Extension to an Eligible Borrower, (c), have
been  satisfied  on  and  as  of  the  date  of the applicable Credit Extension.
ARTICLE  V
REPRESENTATIONS  AND  WARRANTIES
     The  Company  represents  and  warrants to the Agents and the Lenders that:
5.01     Existence,  Qualification  and  Power;  Compliance  with  Laws
     .  Each  Loan  Party  and each of its Subsidiaries (a) is duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of  its incorporation or organization, (b) has all requisite power and authority
and  all requisite governmental licenses, authorizations, consents and approvals
to  (i)  own  or  lease  its  assets and carry on its business and (ii) execute,
deliver  and  perform  its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing under the Laws
of  each  jurisdiction  where its ownership, lease or operation of properties or
the  conduct  of its business requires such qualification or license, and (d) is
in  compliance  with all Laws; except in each case referred to in clause (b)(i),
(c) or (d), to the extent that failure to do so could not reasonably be expected
to  have  a  Material  Adverse  Effect.
5.02     Authorization;  No  Contravention
     .  The  execution, delivery and performance by each Loan Party of each Loan
Document  to  which  such Person is or is to be a party, and the consummation of
the  Transaction,  are  within such Loan Party's corporate or other powers, have
been  duly authorized by all necessary corporate or other organizational action,
and  do  not  and  will  not  (a)  contravene  the terms of any of such Person's
Organization  Documents;  (b)  conflict  with  or  result  in  any  breach  or
contravention  of,  or  the  creation of any material Lien under, or require any
material  payment  to be made under (i) any Contractual Obligation to which such
Person  is  a party or affecting such Person or the properties of such Person or
any  of  its  Subsidiaries  or (ii) any order, injunction, writ or decree of any
Governmental  Authority  or  any  arbitral  award  to  which  such Person or its
property  is  subject;  or  (c)  violate any Law that would adversely affect the
rights  of the Lenders or the Agents under the Loan Documents.  No Loan Party or
any  of  its  Subsidiaries  is  in violation of any Law or in breach of any such
Contractual  Obligation,  the  violation  or breach of which could be reasonably
likely  to  have  a  Material  Adverse  Effect.
5.03     Governmental  Authorization;  Other  Consents
     .  No  approval,  consent, exemption, authorization, or other action by, or
notice  to,  or  filing  (other  than  security  filings) with, any Governmental
Authority  or  any  other Person is necessary or required in connection with (i)
the  execution,  delivery  or  performance  by, or enforcement against, any Loan
Party  of  this Agreement or any other Loan Document, or for the consummation of
the  Transaction,  (ii)  the  grant by any Loan Party of the Liens granted by it
pursuant to the Collateral Documents, (iii) the perfection or maintenance of the
Liens  created  under  the  Collateral  Documents  (including the first priority
nature  thereof)  or  (iv) the exercise by any Agent or any Lender of its rights
under  the  Loan Documents or the remedies in respect of the Collateral pursuant
to  the  Collateral  Documents.
5.04     Binding  Effect
     .  This  Agreement  has  been, and each other Loan Document, when delivered
hereunder,  will  have been, duly executed and delivered by each Loan Party that
is party thereto.  This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party,  enforceable  against each Loan Party that is party thereto in accordance
with  its terms, except to the extent that enforceability thereof may be limited
by  applicable  bankruptcy, insolvency, reorganization, moratorium other similar
laws  generally  affecting  creditors'  rights  and  by  equitable  principles
(regardless  of  whether  enforcement  is  sought  in  equity  or  at  law).
5.05     Financial  Statements;  No  Material  Adverse  Effect
     .
(a)     The  Audited  Financial  Statements (i) were prepared in accordance with
GAAP  consistently  applied  throughout  the  period  covered thereby, except as
otherwise  expressly  noted therein; (ii) fairly present the financial condition
of  the Company and its Subsidiaries as of the date thereof and their results of
operations  for  the period covered thereby in accordance with GAAP consistently
applied  throughout  the  period  covered thereby, except as otherwise expressly
noted  therein;  and (iii) show all material indebtedness and other liabilities,
direct  or  contingent,  of  the  Company  and  its  Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness,
     to  the  extent  required  by  GAAP.
(b)     The  unaudited  consolidated financial statements of the Company and its
Subsidiaries  dated  September 30, 2002, and the related consolidated statements
of  income  or  operations,  shareholders'  equity and cash flows for the fiscal
quarter  ended  on  that  date  (i)  were  prepared  in  accordance  with  GAAP
consistently  applied throughout the period covered thereby, except as otherwise
expressly  noted therein, and (ii) fairly present the financial condition of the
Company  and  its  Subsidiaries  as  of  the  date  thereof and their results of
operations  for  the period covered thereby, subject, in the case of clauses (i)
and  (ii), to the absence of footnotes and to normal year-end audit adjustments.
Schedule 5.05 sets forth all material Indebtedness and other liabilities, direct
or  contingent,  of the Company and its consolidated Subsidiaries as of the date
of  such  financial  statements,  including  liabilities  for  taxes,  material
commitments  and  Indebtedness.
(c)     Since  the  date  of the Audited Financial Statements, there has been no
event  or  circumstance,  other  than  as  publicly  announced  to  date, either
individually  or  in the aggregate, that has had or could reasonably be expected
to  have  a  Material  Adverse  Effect.
5.06     Litigation
     .  There are no actions, suits, proceedings, claims or disputes pending or,
to the knowledge of the Company after due and diligent investigation, threatened
or,  in  the  case  of  the  Loan  Parties,  contemplated, at law, in equity, in
arbitration  or  before any Governmental Authority, by or against the Company or
any  of its Subsidiaries or against any of their properties or revenues that (a)
purport  to  affect or pertain to this Agreement, any other Loan Document or the
consummation  of  the  Transaction,  or  (b) except as specifically disclosed on
Schedule  5.06  (the  "Disclosed  Litigation"),  either  individually  or in the
aggregate,  if  determined  adversely,  could  reasonably  be expected to have a
Material  Adverse  Effect,  and there has been no material adverse change in the
status,  or  financial  effect  on  any  Loan Party, of the matters described on
Schedule  5.06  hereto.
5.07     No  Default
     .  Neither  the  Company  nor  any  Subsidiary  is in default under or with
respect  to,  or  a  party  to,  any  Contractual  Obligation that could, either
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.  No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan  Document.
5.08     Ownership  of  Property;  Liens
     .
(a)     Each  Loan  Party  and  each  of  its  Subsidiaries  has good record and
marketable  title  in  fee  simple to, or valid leasehold interests in, all real
property  necessary  or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
     be  expected  to  have  a  Material  Adverse  Effect.
(b)     Set  forth on Schedule 5.08(b) hereto is a complete and accurate list of
all  material  Liens  on the property or assets of any Loan Party, showing as of
the  Closing  Date,  the principal amount of the obligations secured thereby and
the  property  or  assets of such Loan Party or such Subsidiary subject thereto.
The  property  of the Company and its Subsidiaries is subject to no Liens, other
than  Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section
7.01.
(c)     Set  forth on Schedule 5.08(c) hereto is a complete and accurate list of
all  real  property  located  within  the  United States owned by any Loan Party
showing  as  of  the  Closing  Date the street address, county or other relevant
jurisdiction,  state  and  record  owner.
(d)     Set  forth on Schedule 5.08(d) hereto is a complete and accurate list of
all  material  Investments  (other than Investments in Cash Equivalents) held by
any  Loan  Party  on the date hereof, showing as of the Closing Date the amount,
obligor  or  issuer  and  maturity,  if  any,  thereof.
5.09     Environmental  Compliance
     .
(a)     The  Company  and  its  Subsidiaries  conduct  in the ordinary course of
business  a  review  of  the  effect  of  existing Environmental Laws and claims
alleging  potential  liability  or  responsibility  for  violation  of  any
Environmental Law on their respective businesses, operations and properties, and
     as  a  result  thereof the Company has reasonably concluded that, except as
specifically  disclosed  in  Schedule  5.09,  such  claims alleging violation of
Environmental  Laws  could  not, individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect.
(b)     Except  as  otherwise set forth on Schedule 5.09, none of the properties
currently  owned  or  operated  by  any Loan Party or any of its Subsidiaries is
listed  or  proposed  for  listing  on  the  NPL  or  on  the  CERCLIS.
(c)     All  Hazardous Materials generated, used, treated, handled or stored at,
or  transported to or from, any property currently owned or operated by any Loan
Party  or  any  of  its  Subsidiaries  have  been  disposed  of  in a manner not
reasonably  expected  to  result  in  material  liability to the Company and its
Subsidiaries,  taken  as  a  whole.
5.10     Insurance
     .  The  properties  of  the  Company  and its Subsidiaries are insured with
financially  sound  and  reputable  insurance  companies  not  Affiliates of the
Company,  in  such amounts, with such deductibles and covering such risks as are
customarily  carried  by  companies  engaged  in  similar  businesses and owning
similar  properties in localities where the Company or the applicable Subsidiary
operates,  provided  that no coverage in respect of terrorism shall be required.
5.11     Taxes
     .  The Company and its Subsidiaries have filed all Federal, state and other
material  tax  returns  and  reports  required  to  be  filed, and have paid all
Federal,  state  and  other  material  taxes,  assessments,  fees  and  other
governmental  charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith  by  appropriate  proceedings  diligently conducted and for which adequate
reserves  have  been provided in accordance with GAAP.  There is no proposed tax
assessment  against  the  Company  or any Subsidiary that would, if made, have a
Material  Adverse  Effect.
5.12     ERISA  Compliance
     .
(a)     Each  Plan is in compliance in all material respects with the applicable
provisions  of  ERISA, the Code and other Federal or state Laws.  Each Plan that
is intended to qualify under Section 401(a) of the Code has received a favorable
     determination  letter  from  the IRS or an application for such a letter is
currently  being  processed  by  the  IRS  with respect thereto and, to the best
knowledge of the Company, nothing has occurred which would prevent, or cause the
loss of, such qualification.  The Company and each ERISA Affiliate have made all
required  contributions  to each Plan subject to Section 412 of the Code, and no
application  for  a  funding  waiver  or an extension of any amortization period
pursuant  to  Section  412  of  the Code has been made with respect to any Plan.
(b)     There  are  no  pending  or,  to  the  best  knowledge  of  the Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse  Effect.  There  has  been no prohibited transaction or violation of the
fiduciary  responsibility  rules  with  respect to any Plan that has resulted or
could  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.
(c)     (i) No ERISA Event has occurred or is reasonably expected to occur; (ii)
neither  the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other  than premiums due and not delinquent under Section 4007 of ERISA); (iii)
neither  the Company nor any ERISA Affiliate has incurred, or reasonably expects
to  incur,  any  liability  (and no event has occurred which, with the giving of
notice  under  Section  4219  of  ERISA,  would  result in such liability) under
Sections  4201  or  4243 of ERISA with respect to a Multiemployer Plan; and (iv)
neither  the  Company  nor any ERISA Affiliate has engaged in a transaction that
could  be  subject  to  Sections  4069  or  4212(c)  of  ERISA.
(d)     With  respect  to  each  scheme  or arrangement mandated by a government
other  than the United States (a "Foreign Government Scheme or Arrangement") and
with  respect  to each employee benefit plan maintained or contributed to by any
Loan  Party  or  any  Subsidiary of any Loan Party that is not subject to United
States  law  (a  "Foreign  Plan"):
(A)     Any  employer and employee contributions required by law or by the terms
of  any  Foreign  Government Scheme or Arrangement or any Foreign Plan have been
made,  or,  if  applicable,  accrued,  in  accordance  with  normal  accounting
practices.
(B)     Each  Foreign Plan required to be registered has been registered and has
been  maintained  in  good  standing  with  applicable  regulatory  authorities.
5.13     Subsidiaries;  Equity  Interests
     .  As of the Closing Date, the Company has no Subsidiaries other than those
specifically  disclosed  in  Schedule  5.13,  and  all of the outstanding Equity
Interests  in  such  Subsidiaries  (other  than Grupo Eurocir) have been validly
issued,  are  fully paid and non-assessable and are directly or indirectly owned
by  a  Loan  Party  free  and  clear of all Liens except those created under the
Collateral  Documents.  All  of  the outstanding Equity Interests in the Company
have  been  validly  issued,  are  fully  paid  and  non-assessable.
5.14     Margin  Regulations;  Investment  Company  Act;  Public Utility Holding
Company  Act
     .
(a)     The Company is not engaged and will not engage, principally or as one of
     its  important activities, in the business of purchasing or carrying margin
stock  (within  the  meaning  of  Regulation  U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock and no proceeds of
any  Borrowings  or drawings under any Letter of Credit will be used to purchase
or  carry  any  margin  stock  or  to extend credit to others for the purpose of
purchasing  or  carrying  any  margin  stock.
(b)     None  of  the  Company,  any  Person  Controlling  the  Company,  or any
Subsidiary  (i)  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,  or  (ii)  is  or  is required to be registered as an "investment
company"  under  the  Investment Company Act of 1940.  Neither the making of any
Loan,  nor  the  issuance  of  any Letters of Credit, nor the application of the
proceeds  or repayment thereof by the Company, nor the consummation of the other
transactions  contemplated  by the Loan Documents, will violate any provision of
any  such  Act  or  any  rule,  regulation  or  order  of  the  SEC  thereunder.
5.15     Disclosure
     .  The  Company has disclosed to the Agents and the Lenders all agreements,
instruments  and  corporate  or  other  restrictions  to  which it or any of its
Subsidiaries  is  subject, and all other matters known to it, that, individually
or  in  the  aggregate,  could  reasonably  be  expected to result in a Material
Adverse Effect.  All written information and information orally presented in any
Organized  Setting,  in each case, heretofore furnished by the Company or any of
its Subsidiaries to the Administrative Agent or any Lender for purposes of or in
connection  with  this  Agreement or any transaction contemplated hereby is, and
all  such  information  hereafter furnished by the Company to the Administrative
Agent  or  any Lender will be, true and accurate in all material respects on the
date  as of which such information is stated or certified.  For purposes of this
Section  5.15,  "Organized  Setting"  means  any  formal meeting with any of the
Agents  and/or  the Lenders or any conference call with any of the Agents and/or
Lenders  relating  to  the  Loan  Documents.
5.16     Compliance  with  Laws
     .  Each of the Company and each Subsidiary is in compliance in all material
respects  with  the  requirements of all Laws and all orders, writs, injunctions
and  decrees  applicable to it or to its properties, except in such instances in
which  (a) such requirement of Law or order, writ, injunction or decree is being
contested  in  good faith by appropriate proceedings diligently conducted or (b)
the  failure to comply therewith, either individually or in the aggregate, could
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.
5.17     Tax  Shelter  Regulations.
       No  Borrower  intends  to  treat  the  Loans and/or Letters of Credit and
related  transactions as being a "reportable transaction" (within the meaning of
Treasury  Regulation  Section 1.6011-4).  In the event the Company determines to
take  any  action  inconsistent with such intention, it will promptly notify the
Administrative  Agent  thereof.  If  any Borrower so notifies the Administrative
Agent,  the  Company  acknowledges that one or more of the Lenders may treat its
Committed  Loans,  Bid  Loans  and/or  its  interest  in Swing Line Loans and/or
Letters  of  Credit  as  part  of  a  transaction  that  is  subject to Treasury
Regulation  Section  301.6112-1, and such Lender or Lenders, as applicable, will
maintain  the  lists  and  other  records  required by such Treasury Regulation.
5.18     Intellectual  Property;  Licenses,  Etc.
       The Company and its Subsidiaries own, or possess the right to use, all of
the  trademarks,  service  marks, trade names, copyrights, patents, and licenses
(collectively,  "IP  Rights") that are used in the operation of their respective
businesses,  without  conflict with the rights of any other Person.  To the best
knowledge  of  the  Company,  no  slogan  or  other advertising device, product,
process,  method,  substance, part or other material now employed by the Company
or any Subsidiary infringes upon any rights held by any other Person.  Except as
disclosed  on  Schedule  5.18,  no  claim  or  litigation  regarding  any of the
foregoing  is  pending  or,  to  the  best knowledge of the Company, threatened,
which,  either individually or in the aggregate, could reasonably be expected to
have  a  Material  Adverse  Effect.
5.19     Solvency
     .  The  Company  is,  individually  and together with its Subsidiaries on a
consolidated  basis,  Solvent.
5.20     Casualty,  Etc
     .  Neither  the business nor the properties of any Loan Party or any of its
Subsidiaries  are  affected by any fire, explosion, accident, strike, lockout or
other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of
the  public  enemy  or other casualty (whether or not covered by insurance) that
could  be  reasonably  likely  to  have  a  Material  Adverse  Effect.
5.21     Perfection,  Etc
     .  All  filings  and  other  actions  necessary or desirable to perfect and
protect  the  security  interest  in the Collateral created under the Collateral
Documents have been duly made or taken and are in full force and effect, and the
Collateral Documents create in favor of the Administrative Agent for the benefit
of  the  Secured  Parties  a  valid  and,  together  with such filings and other
actions,  perfected first priority security interest in the Collateral, securing
the  payment  of  the  Secured  Obligations,  and  all filings and other actions
necessary  or  desirable to perfect and protect such security interest have been
duly  taken.  The  Loan  Parties  are  the  legal  and  beneficial owners of the
Collateral  free  and  clear  of  any  Lien,  except  for the liens and security
interests  created  or  permitted  under  the  Loan  Documents.
5.22     Swap  Obligations
     .  Neither  the  Company  nor  any  of  its  Subsidiaries  has incurred any
outstanding  obligations  under  any  Swap  Contracts, other than Permitted Swap
Obligations.  All  of  the Swap Contracts of the Company and its Subsidiaries in
effect  as  of  the  date  of  this  Agreement  are  set forth on Schedule 5.22.
5.23     Representation  of  Eligible  Borrowers
     .  Each  Eligible Borrower shall be deemed by the execution and delivery of
its  Election  to  Participate  to have represented and warranted as of the date
thereof  that:
(a)     It is a corporation duly incorporated, validly existing in good standing
     under  the  laws of its jurisdiction of incorporation and is a Wholly-Owned
Consolidated  Subsidiary  of  the  Company;
(b)     The  execution  and  delivery  by  it  of  its Authorization Letter, its
Election  to  Participate,  the  Guaranty  (in the case of a Domestic Subsidiary
only),  the  Security  Agreement (in the case of a Domestic Subsidiary only) and
its  Notes,  if  any,  and the performance by it of this Agreement and the other
Loan Documents to which it is a party are within its corporate powers; have been
duly  authorized  by  all necessary corporate action; require no action by or in
respect  of,  or  filing with, any governmental body, agency or official; do not
contravene,  or  constitute a default under, any provision of any applicable law
or  regulation  or  of  its  certificate  of  incorporation or by-laws or of any
agreement,  judgment, injunction, order, decree or other instrument binding upon
the  Company  or  such Eligible Borrower; and will not result in the creation or
imposition  of  any  Lien on any asset of the Company or any of its Subsidiaries
other  than  Permitted  Liens;
(c)     This  Agreement  and  each  other  Loan  Document to which it is a party
constitutes  a  legal,  valid  and binding obligation of such Eligible Borrower,
enforceable  against such Eligible Borrower in accordance with its terms, except
to  the  extent  that  such enforcement may be limited by applicable bankruptcy,
insolvency  or  similar  laws  affecting  the  enforcement  of creditors' rights
generally  or  by  equitable  principles relating to enforceability and the time
barring  of  claims  under  any  applicable  limitations  act;
(d)     Except  as  disclosed  in  such  Election  to  Participate,  to the best
knowledge  the  applicable Eligible Borrower, there is no income, stamp or other
tax of any country, or any taxing authority thereof or therein, in the nature of
withholding  or  otherwise,  which  is imposed on any payment to be made by such
Eligible  Borrower pursuant hereto or on any of its Notes, if any, or imposed on
or  by  virtue  of  the  execution,  delivery, performance or enforcement of its
Election  to  Participate  or  any  of  its  Notes.
ARTICLE  VI
AFFIRMATIVE  COVENANTS
     So  long  as  any  Lender  shall have any Commitment hereunder, any Loan or
other  Obligation  hereunder which is accrued and payable shall remain unpaid or
unsatisfied,  or  any  Letter  of  Credit  shall remain outstanding, the Company
shall,  and  shall  (except  in  the case of the covenants set forth in Sections
6.01,  6.02,  6.03  and  6.11)  cause  each  Subsidiary  to:
6.01     Financial  Statements
     .  Deliver  to  the  Administrative  Agent,  in  form and detail reasonably
satisfactory  to  the  Administrative  Agent  and  the  Required  Lenders:
(a)     as  soon  as available, but in any event within 90 days after the end of
each  fiscal year of the Company, a consolidated and consolidating balance sheet
of  the  Company and its Subsidiaries as at the end of such fiscal year, and the
related  consolidated  and  consolidating  statements  of  income or operations,
shareholders'  equity and cash flows for such fiscal year, setting forth in each
case  in  comparative  form  the  figures  for  the previous fiscal year, all in
reasonable  detail and prepared in accordance with GAAP, audited and accompanied
by  a  report  and  opinion  of  an  independent  certified public accountant of
nationally  recognized  standing  reasonably acceptable to the Required Lenders,
which report and opinion shall be prepared in accordance with generally accepted
     auditing  standards and shall not be subject to any "going concern" or like
qualification  or exception or any qualification or exception as to the scope of
such  audit  that would material to the Company and its Subsidiaries, taken as a
whole;  and
(b)     as  soon  as available, but in any event within 60 days after the end of
each  of  the  first three fiscal quarters of each fiscal year of the Company, a
consolidated and consolidating balance sheet of the Company and its Subsidiaries
as  at  the  end  of  such  fiscal  quarter,  and  the  related consolidated and
consolidating  statements of income or operations, shareholders' equity and cash
flows  for  such fiscal quarter and for the portion of the Company's fiscal year
then  ended,  setting forth in each case in comparative form the figures for the
corresponding  fiscal  quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail and certified by a
Responsible Officer of the Company as fairly presenting the financial condition,
results  of  operations,  shareholders' equity and cash flows of the Company and
its  Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments  and  the  absence  of  footnotes.
     As  to any information contained in materials furnished pursuant to Section
6.02(b),  the  Company  shall  not  be  separately  required  to  furnish  such
information  under  Section  6.01(a)  or  (b), but the foregoing shall not be in
derogation  of  the  obligation  of  the  Company to furnish the information and
materials  described in Sections 6.01(a) and (b) at the times specified therein.
6.02     Certificates;  Other  Information
     .  Deliver  to the Administrative Agent, in form and detail satisfactory to
the  Administrative  Agent  and  the  Required  Lenders:
(a)     concurrently  with  the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
     Responsible  Officer  of  the  Company;
(b)     promptly  after  the  same are available, copies of each Form 10-K, Form
10-Q,  Form  8-K  and  Form  S-3,  in  each  case,  as  filed  with  the  SEC;
(c)     promptly upon receipt thereof, copies of all notices, requests and other
documents  received  by  any  Loan  Party  or  any  of its Subsidiaries under or
pursuant  to  any instrument, indenture, loan or credit or similar agreement, in
each  case,  that  is material, regarding or related to any breach or default by
any  party  thereto or any other event that could materially impair the value of
the  interests  or  the  rights  of  any Loan Party or otherwise have a Material
Adverse  Effect  and  copies  of  any  amendment,  modification or waiver of any
provision of any instrument, indenture, loan or credit or similar agreement and,
from time to time upon request by the Administrative Agent, such information and
reports  regarding  such instruments, indentures and loan and credit and similar
agreements  as  the  Administrative  Agent  may  reasonably  request;
(d)     promptly  after  the  assertion  or  occurrence  thereof,  notice of any
Environmental Action against or of any noncompliance by any Loan Party or any of
its  Subsidiaries  with any Environmental Law or Environmental Permit that could
reasonably  be  expected  to  have  a  Material  Adverse  Effect;
(e)     promptly  after the Company has notified the Administrative Agent of any
intention by the Company to treat the Loans and/or Letters of Credit and related
     transactions  as  being  a  "reportable transaction" (within the meaning of
Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or
any  successor  form;  and
(f)     promptly,  such additional information regarding the business, financial
or corporate affairs of any Loan Party or any Subsidiary, or compliance with the
terms  of the Loan Documents, as the Administrative Agent or any Lender may from
time  to  time  reasonably  request.
     Documents  required  to  be delivered pursuant to Section 6.01(a) or (b) or
Section  6.02(b)  (to  the  extent  any such documents are included in materials
otherwise  filed  with  the  SEC)  may  be  delivered  electronically  and if so
delivered,  shall  be deemed to have been delivered on the date (i) on which the
Company  posts  such  documents,  or  provides  a  link thereto on the Company's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on  which  such  documents  are  posted  on  the  Company's  behalf  on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and each Agent have access (whether a commercial, third-party website or whether
sponsored  by  the  Administrative Agent); provided that:  (i) the Company shall
deliver paper copies of such documents to the Administrative Agent or any Lender
that  requests  the Company to deliver such paper copies until a written request
to  cease  delivering  paper copies is given by the Administrative Agent or such
Lender  and  (ii)  the  Company  shall  notify  (which  may  be  by facsimile or
electronic  mail) the Administrative Agent and each Lender of the posting of any
such  documents  and  provide  to  the  Administrative  Agent by electronic mail
electronic  versions  (i.e.,  soft  copies)  of such documents.  Notwithstanding
anything  contained  herein,  in every instance the Company shall be required to
provide  paper copies of the Compliance Certificates required by Section 6.02(c)
to  the  Administrative  Agent.  Except  for  such  Compliance Certificates, the
Administrative  Agent  shall  have  no  obligation to request the delivery or to
maintain  copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Company with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to
it  or  maintaining  its  copies  of  such  documents.
6.03     Notices
     .  Promptly  notify  the  Administrative  Agent  and  each  Lender:
(a)     within 10 days after any officer of the Company obtains knowledge of the
     occurrence  of  any  Default;
(b)     within 10 days after any officer of the Company obtains knowledge of any
matter that has resulted or could reasonably be expected to result in a Material
Adverse  Effect;
(c)     of  the  occurrence  of  any  ERISA  Event;
(d)     of  any  material  change  in accounting policies or financial reporting
practices  by  the  Company;  and
     Each notice pursuant to this Section shall be accompanied by a statement of
a  Responsible  Officer  of  the Company setting forth details of the occurrence
referred  to  therein and stating what action the Company has taken and proposes
to  take  with  respect  thereto.  Each notice pursuant to Section 6.03(a) shall
describe  with  particularity  any  and all provisions of this Agreement and any
other  Loan  Document  that  have  been  breached.
6.04     Payment  of  Obligations
     .  Pay  and  discharge  as  the  same shall become due and payable, all its
obligations  and  liabilities,  including  (a)  all  material  tax  liabilities,
assessments  and  governmental  charges  or  levies upon it or its properties or
assets,  unless  the  same  are  being  contested  in  good faith by appropriate
proceedings  diligently  conducted and adequate reserves in accordance with GAAP
are  being maintained by the Company or such Subsidiary; (b) all material lawful
claims  which,  if unpaid, would by law become a Lien upon its property; and (c)
all  material  Indebtedness,  as  and  when  due and payable, but subject to any
subordination  provisions  contained  in  any instrument or agreement evidencing
such  Indebtedness.
6.05     Preservation  of  Existence,  Etc
     .  (a)  Preserve,  renew  and  maintain  in full force and effect its legal
existence  and  good  standing  under  the  Laws  of  the  jurisdiction  of  its
organization  except  in  a  transaction  permitted  by  Section  7.04  or 7.05;
provided,  however,  that the Company and its Subsidiaries may cause to occur or
consummate  any  merger  or  consolidation  permitted  under  Section  7.04  or
dissolution  permitted  under Section 7.05(f); (b) take all reasonable action to
maintain  all  rights, privileges, permits, licenses and franchises necessary in
the  normal  conduct of its business, except to the extent that failure to do so
could  not  reasonably  be  expected  to have a Material Adverse Effect; and (c)
preserve  or  renew  all  of its registered patents, trademarks, trade names and
service  marks,  the  non-preservation  of which could reasonably be expected to
have  a  Material  Adverse  Effect.
6.06     Maintenance  of  Properties
     .  Maintain,  preserve  and  protect  all  of  its  material properties and
equipment  useful and necessary in the operation of its business in good working
order  and  condition,  ordinary  wear  and  tear  excepted.
6.07     Maintenance  of  Insurance
     .  Maintain  with  financially  sound and reputable insurance companies not
Affiliates of the Company, insurance with respect to its properties and business
against  loss  or  damage  of  the  kinds customarily insured against by Persons
engaged  in  the  same or similar business, of such types and in such amounts as
are  customarily  carried  under  similar  circumstances  by such other Persons,
provided  that insurance coverage in respect of terrorism shall not be required.
6.08     Compliance  with  Laws
     .  Comply  in  all  material respects with the requirements of all Laws and
all  orders,  writs, injunctions and decrees applicable to it or to its business
or  property,  except  in such instances in which (a) such requirement of Law or
order,  writ,  injunction  or  decree  is  being  contested  in  good  faith  by
appropriate  proceedings  diligently  conducted;  or  (b)  the failure to comply
therewith  could  not  reasonably be expected to have a Material Adverse Effect.
6.09     Books  and  Records
     .  Maintain  proper  books  of  record and account, in which full, true and
correct  entries  in  conformity with GAAP consistently applied shall be made of
all  financial transactions and matters involving the assets and business of the
Company  or  such Subsidiary, as the case may be; and (b) maintain such books of
record  and  account  in material conformity with all applicable requirements of
any  Governmental  Authority  having regulatory jurisdiction over the Company or
such  Subsidiary,  as  the  case  may  be.
6.10     Inspection  Rights
     .  Permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts
therefrom,  and to discuss its affairs, finances and accounts with its officers,
employees  and  independent  public  accountants,  all  at such reasonable times
during  normal  business  hours  and as often as may be reasonably desired, upon
reasonable  advance  notice  to  the  Company.
6.11     Use  of  Proceeds
     .  Use  the  proceeds of the Credit Extensions for working capital or other
general  corporate  purposes  not  in  contravention  of  any Law or of any Loan
Document.
6.12     Covenant  to  Guarantee  Obligations  and  Give  Security
     .  Upon  (x)  the  request  of  the  Administrative  Agent  following  the
occurrence  and  during  the  continuance  of  a  Default,  (y) the formation or
acquisition  of  any  new  direct  or indirect Domestic Subsidiaries by any Loan
Party  or  (z)  the  acquisition  of  any  property  of  a type described in the
definition  of  Collateral by any Loan Party, and such property, in the judgment
of  the  Administrative Agent, shall not already be subject to a perfected first
priority  security interest in favor of the Administrative Agent for the benefit
of  the  Secured  Parties, then the Company shall, in each case at the Company's
expense:
(i)     in  connection  with  the  formation  or  acquisition  of  a  Domestic
Subsidiary,  within  10 Business Days after such formation or acquisition, cause
each  such  Subsidiary,  and  cause  each  direct  and  indirect  parent of such
Subsidiary  (if  it has not already done so), to duly execute and deliver to the
Administrative  Agent  a  guaranty or guaranty supplement, in form and substance
satisfactory  to  the Administrative Agent, guaranteeing the other Loan Parties'
obligations  under  the  Loan  Documents,
(ii)     within  10  Business Days after such request, formation or acquisition,
furnish  to  the  Administrative Agent a description of all of the property of a
type  described  in  the  definition of Collateral of the Loan Parties and their
respective  Subsidiaries  in  detail  satisfactory  to the Administrative Agent,
(iii)     within  15 Business Days after such request, formation or acquisition,
duly  execute  and  deliver,  and cause each such Subsidiary and each direct and
indirect  parent  of  such  Subsidiary  (if  it has not already done so) to duly
execute  and deliver, to the Administrative Agent pledges, assignments, Security
Agreement Supplements and other security agreements (in each case, in respect of
property  of  a type described in the definition of Collateral), as specified by
and  in  form and substance reasonably satisfactory to the Administrative Agent,
securing  payment  of  all  the  Obligations  of the applicable Loan Party, such
Subsidiary  or  such  parent,  as  the case may be, under the Loan Documents and
constituting  Liens  on  all  such  properties,
(iv)     within 60 days after such request, formation or acquisition, deliver to
the  Administrative  Agent,  upon the request of the Administrative Agent in its
sole  discretion,  a  signed  copy  of  a  favorable  opinion,  addressed to the
Administrative  Agent  and  the  other  Secured Parties, of counsel for the Loan
Parties  reasonably  acceptable  to  the  Administrative Agent as to the matters
contained  in  clauses  (i)  and  (iii)  above,  as to such guaranties, guaranty
supplements,  pledges, assignments, Security Agreement Supplements, and security
agreements  being  legal, valid and binding obligations of each Loan Party party
thereto  enforceable  in  accordance  with  their  terms,  and
(v)     at  any time and from time to time, promptly execute and deliver any and
all  further  instruments  and  documents  and take all such other action as the
Administrative Agent may deem reasonably necessary or desirable in obtaining the
full benefits of, or in perfecting and preserving the Liens of, such guaranties,
pledges,  assignments,  Security  Agreement Supplements and security agreements;
     provided,  however,  that  the  Company  shall  be  permitted to exempt any
Subsidiary  from  the requirements of this Section 6.12 (whereby such Subsidiary
will  be  a Non-Qualified Subsidiary for purposes of this Agreement), so long as
(x)  the  consolidated  assets of such Non-Qualified Subsidiary shall not exceed
2.5%  of the total assets of the Company and its Subsidiaries, taken as a whole,
and  (y)  the  assets of all Non-Qualified Subsidiaries, taken as a whole, shall
not  exceed 10% of the total assets of the Company and its Subsidiaries taken as
a  whole.
6.13     Compliance  with  Environmental  Laws
     .  (a)  Comply,  and  cause  all  lessees  and  other  Persons operating or
occupying  its  properties  to  comply,  in  all  material  respects,  with  all
applicable  Environmental  Laws  and Environmental Permits; (b) obtain and renew
all  Environmental  Permits necessary for its operations and properties; and (c)
if required by Environmental Law, conduct any investigation, study, sampling and
testing,  and undertake any cleanup, removal, remedial or other action necessary
to  remove  and  clean up all Hazardous Materials from any of its properties, in
accordance  with the requirements of all Environmental Laws; except in each case
of (a), (b) and/or (c) above, where such non-compliance does not or could not be
reasonably  expected  to have a Material Adverse Effect; provided, however, that
neither  the  Company nor any of its Subsidiaries shall be required to undertake
any  such  cleanup,  removal,  remedial  or  other action to the extent that its
obligation  to  do so is being contested in good faith and by proper proceedings
and  appropriate  reserves  are  being  maintained  with  respect  to  such
circumstances.
6.14     Further  Assurances
     .  Promptly  upon  request  by  the  Administrative  Agent, (i) correct any
material  defect  or error that may be discovered in any Loan Document or in the
execution,  acknowledgment, filing or recordation thereof, and (ii) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register
any  and  all  such  further  acts,  deeds,  certificates,  assurances and other
instruments  as  the  Administrative  Agent,  may reasonably require, whether in
consultation  with  any  other Agent or otherwise, from time to time in order to
carry  out  more  effectively  the  purposes  of  the  Loan  Documents.
6.15     Lien  Searches
     .  Promptly  following  receipt  of  the  acknowledgment  copy  of  any UCC
financing statements filed in any applicable jurisdiction by or on behalf of the
Secured  Parties,  deliver  to  the  Administrative Agent completed requests for
information  listing  such financing statement and all other effective financing
statements  filed  in  such  jurisdiction  that  name  any Loan Party as debtor,
together  with  copies  of  such  other  financing  statements.
ARTICLE  VII
NEGATIVE  COVENANTS
     So  long  as  any  Lender  shall have any Commitment hereunder, any Loan or
other  Obligation  hereunder which is accrued and payable shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Company shall
not,  nor  shall  it  permit  any  Subsidiary  to,  directly  or  indirectly:
7.01     Liens
     .  Create,  incur,  assume  or  suffer  to  exist  any Lien upon any of its
property,  assets  or revenues, whether now owned or hereafter acquired, or sign
or file or suffer to exist under the Uniform Commercial Code of any jurisdiction
a  financing  statement  that  names  the  Company or any of its Subsidiaries as
debtor,  or  sign  or  suffer  to  exist  any security agreement authorizing any
secured  party  thereunder  to  file  such  financing  statement,  or assign any
accounts  or  other  right  to  receive  income,  other  than  the  following:
(a)     Liens  pursuant  to  any  Loan  Document;
(b)     Permitted  Liens;
(c)     Liens existing on the date hereof and listed on Schedule 5.08(b) and any
renewals  or  extensions  thereof, provided that the property covered thereby is
not changed and the amount not increased or the direct or any contingent obligor
changed  and  any  renewal  or extension of the obligations secured or benefited
thereby  is  permitted  by  Section  7.03(b);  and
(d)     Liens  securing  (i)  factoring  programs  of Foreign Subsidiaries in an
aggregate amount up to $20,000,000 at any time outstanding and (ii) Indebtedness
permitted  by  Section  7.03(c)  in an aggregate amount up to $25,000,000 at any
time  outstanding.
7.02     Investments
     .  Make  or  hold  any  Investments,  except:
(a)     Investments  outstanding  as  of  the  Closing Date (such Investments in
excess  of $1,000,000 are set forth on Schedule 7.02(a)) and any replacements of
such  Investments  with  Investments  of  equal  amount  thereto;
(b)     deposits with, or time deposits with, including certificates of deposits
issued  by,  (i)  any  office  located in the United States of any bank or trust
company  that  is  organized  under  the  laws of the United States or any state
thereof  and  has  capital  surplus  and  undivided profits aggregating at least
$100,000,000, (ii) any Lender or (iii) any foreign bank for which S&P or Moody's
issues  a  rating  of  "A" or higher and which has capital surplus and undivided
profits  aggregating  at  least  $100,000,000;
(c)     Investments  held  by the Company or such Subsidiary in the form of Cash
Equivalents;
(d)     Investments  made in another Person pursuant to a merger, stock or asset
acquisition  made  in  compliance  with  subsection  (i)  of  Section  7.04(a);
(e)     Investments  to  the  extent permitted pursuant to Section 7.03 or 7.08;
(f)     Investments  consisting  of  Permitted  Swap  Obligations;
(g)     Investments  in  Blankets  Business;  and
(h)     other  Investments  in an aggregate amount not to exceed $50,000,000 (of
which  an  aggregate  amount  of  up  to  $20,000,000  shall  be  available  for
Investments in joint ventures of the Company or its Subsidiaries, provided that,
with  respect  to Grupo Eurocir, such transactions shall be required pursuant to
the  Joint  Venture  Agreement  as  in  effect  on  the  date  hereof);
For  the  purposes  hereof,  the  amount of any Investment shall be the original
costs  of  such  Investment  plus  the  cost  of  all additions thereto, without
adjustments  for  increases  or  decreases  in  value, write-ups, write-downs or
write-offs  with  respect  to  such  Investment.
7.03     Indebtedness
     .  Create,  incur,  assume  or  suffer  to  exist any Indebtedness, except:
(a)     Indebtedness  under  this  Agreement  and  the  other  Loan  Documents;
(b)     Indebtedness  (including,  without limitation, credit lines) outstanding
on the date hereof and listed on Schedule 7.03 and any refinancings, refundings,
renewals or extensions thereof; provided that the amount of such Indebtedness is
not  increased  at the time of such refinancing, refunding, renewal or extension
except  by  an  amount  equal to a reasonable premium or other reasonable amount
paid,  and  fees  and  expenses  reasonably  incurred,  in  connection with such
refinancing  and  by  an  amount  equal  to  any existing commitments unutilized
thereunder and, in respect of any such Indebtedness that is material, the direct
and  contingent obligors thereof shall not be changed, in each case, as a result
of  or  in  connection  with  such refinancing, refunding, renewal or extension;
provided  still  further  that  the  terms  relating  to  principal  amount,
amortization,  maturity,  collateral  (if  any)  and subordination (if any), and
other  material  terms  taken  as  a  whole, of any such extending, refunding or
refinancing  Indebtedness,  and  of  any  agreement  entered  into  and  of  any
instrument issued in connection therewith, are no less favorable in any material
respect  to  the  Loan Parties or the Lenders than the terms of any agreement or
instrument  governing  the  Indebtedness being extended, refunded or refinanced;
(c)     Indebtedness  (in addition to the allowances in the other subsections of
this  Section 7.03) in an aggregate principal amount at any time outstanding not
to exceed 10% of Tangible Assets; provided that the Company and its Subsidiaries
shall  not  be  permitted to incur additional Indebtedness under this subsection
(c)  during the existence of an Event of Default or if an Event of Default would
occur  after  giving  effect  to  the  incurrence  of  such  Indebtedness;
(d)     Indebtedness consisting of Guarantees of the Company with respect to (i)
Indebtedness of any Subsidiary to the extent that such Subsidiary's Indebtedness
is permitted to be incurred pursuant to a subsection (other than this subsection
(d)) and (ii) Indebtedness of any Person that is not a Subsidiary, provided that
the aggregate principal amount of such Indebtedness shall not at any time exceed
$10,000,000  (without  giving  effect  to  any write-offs or write-downs of such
Indebtedness);
(e)     intercompany  loans  (other  than intercompany loans made to or by Grupo
Eurocir  in an amount exceeding $1,000,000) (i) involving only the Company and a
Qualified  Subsidiary,  (ii)  between  Qualified  Subsidiaries,  (iii)  between
Non-Qualified  Subsidiaries, (iv) from a Non-Qualified Subsidiary to the Company
or  a  Qualified  Subsidiary, in each case, so long as the payee with respect to
such  intercompany loans is Solvent, both before and after giving effect to such
intercompany  loan  and (v) intercompany loans from the Company or any Qualified
Subsidiary  to  a  Non-Qualified  Subsidiary in an aggregate amount for all such
Indebtedness  under  this  clause  (v)  not  to  exceed $20,000,000 at any time;
(f)     Indebtedness  consisting  of  Permitted  Swap  Obligations;
(g)     Indebtedness  of  Grupo Eurocir or Indebtedness incurred pursuant to the
terms  of  its  existing  joint  venture  arrangements;  and
(h)     Indebtedness (other than Indebtedness of a type described in subsections
(a)  through  (g)  above)  subordinated  to  Indebtedness  under this Agreement.
7.04     Fundamental  Changes
     .  Merge,  dissolve, liquidate, consolidate with or into another Person, or
Dispose  of  (whether  in one transaction or in a series of transactions) all or
substantially  all of its assets (whether now owned or hereafter acquired) to or
in  favor  of  any  Person,  except  that, so long as no Default exists or would
result  therefrom:
(a)     the  Company or any Subsidiary may merge with or acquire another Person,
through  a  stock, asset or any other similar transaction, which is the business
of  specialty chemicals or any related business and related equipment if (i) the
Company  or  such  Subsidiary  is the surviving entity, (ii) such acquisition is
friendly  and  is  done  with  the  recommendation  of  the  acquiree's board of
directors  or  similar governing body and (iii) the Company has delivered to the
Administrative  Agent  a  certificate  executed  by  a  Responsible  Officer (A)
certifying  that no Default has occurred and is continuing both before and after
giving  effect  to  such  transaction and (B) demonstrating pro forma compliance
with  Section  7.11  after  giving  effect  to  such  transaction;  and
(b)     any  Subsidiary  of  a  Loan  Party  may  merge  with  a Loan Party or a
Wholly-Owned  Consolidated  Subsidiary of a Loan Party if (i) such Loan Party or
such  Wholly-Owned Consolidated Subsidiary, as the case may be, is the surviving
entity  of  such merger and (ii) immediately after giving effect to such merger,
no  Default  shall  have  occurred  or  be  continuing.
7.05     Dispositions
     .  Make  any  Disposition  or  enter  into  any  agreement  to  make  any
Disposition,  except:
(a)     Dispositions  of  obsolete  or  worn  out property, whether now owned or
hereafter  acquired,  in  the  ordinary  course  of  business;
(b)     Dispositions  of  inventory  in  the  ordinary  course  of  business;
(c)     Dispositions  by  the  Company  to  any  Qualified  Subsidiary;
(d)     other Dispositions (i) for fair market value, (ii) the proceeds of which
shall be reinvested into the business of the Company and its Subsidiaries within
270 days from receipt of the Net Cash Proceeds therefor and (iii) so long as the
Company is in pro forma compliance with the covenants contained in Section 7.11,
both  before  and  after  giving  effect  to  such  Disposition;
(e)     Disposition  of  Grupo  Eurocir, Colorspan and/or the Blankets Business;
(f)     the  dissolution of any Subsidiary that (i) is not a Loan Party and (ii)
is  not material to the business of the Company and its Subsidiaries, taken as a
whole;  and
(g)     Dispositions  otherwise  expressly  permitted  under  the  terms of this
Agreement.
7.06     Restricted  Payments
     .  Declare  or  make,  directly  or  indirectly, any Restricted Payment, or
incur  any  obligation  (contingent or otherwise) to do so, or issue or sell any
Equity  Interests or accept any capital contributions, other than (a) so long as
no  Default  shall  have  occurred  and  be continuing at the time of any action
described  below  or would result therefrom, Restricted Payments in an aggregate
amount  for  all  such  Restricted  Payments  not  to  exceed (i) the sum of (A)
$50,000,000  and  (B)  50%  of  Consolidated  Net  Income  minus  (ii)  100%  of
consolidated  net  losses  (other  than  non-cash losses) and (b) in addition to
Restricted  Payments permitted under subsection (a) above, cash dividends by the
Company  not to exceed an aggregate amount of up to $7,200,000 for all such cash
dividends;  provided  that  this Section 7.06 shall not prohibit any dividend or
distribution  within  60  days after the declaration thereof if such declaration
was  not prohibited by this Section 7.06; provided further that, notwithstanding
the  foregoing,  this  Section 7.06 shall not prohibit or otherwise restrict the
use of Excess Cash to repurchase capital stock of the Company, but solely to the
extent  that  no  Revolving Credit Loans are outstanding at the time of any such
repurchase.
7.07     Change  in  Nature  of  Business
     .  Engage  in  any  material  line of business substantially different from
those  lines  of  business  conducted by the Company and its Subsidiaries on the
date  hereof  or  any  business  substantially  related  or  incidental thereto.
7.08     Transactions  with  Affiliates
     .  Enter  into  any  transaction  of  any  kind  with  any Affiliate of the
Company,  whether  or not in the ordinary course of business, other than on fair
and  reasonable  terms  substantially  as  favorable  to  the  Company  or  such
Subsidiary  as would be obtainable by the Company or such Subsidiary at the time
in  a comparable arm's length transaction with a Person other than an Affiliate,
provided  that  the  foregoing  restriction  shall  not  apply  to:
(a)     participation  by  the  Company  or  any Subsidiary in, or effecting any
transaction  in connection with, any joint enterprise or other joint arrangement
with  any  Affiliate  if  the  Company  or  such  Subsidiary,  as  applicable,
participates  in  the  ordinary  course  of  its business and on a basis no less
advantageous  than  the  basis  on  which  such  Affiliate  participates;
(b)     any  transactions among the Company and its wholly-owned Subsidiaries or
with  Grupo  Eurocir,  provided  that,  with  respect  to  Grupo  Eurocir,  such
transactions  shall  be  required  pursuant to the Joint Venture Agreement as in
effect  on  the  date  hereof;
(c)     any  payment  from  any  Subsidiary  to  the  Company;  or
(d)     intercompany  Indebtedness  permitted  under  Section  7.03.
7.09     Burdensome  Agreements
     .  Enter  into  or  permit  to exist any Contractual Obligation (other than
this  Agreement  or  any other Loan Document) that (a) limits the ability (i) of
any Loan Party to perform its obligations under any Loan Document or (ii) except
as  permitted  under  Section  7.01, of the Company or any Subsidiary to create,
incur,  assume  or  suffer  to  exist  Liens  on  property of such Person or (b)
requires the grant of a Lien to secure an obligation of such Person if a Lien is
granted  to  secure  another  obligation  of  such  Person.
7.10     Use  of  Proceeds
     .  Use  the  proceeds  of  any  Credit  Extension,  whether  directly  or
indirectly,  and whether immediately, incidentally or ultimately, to purchase or
carry  margin stock (within the meaning of Regulation U of the FRB) or to extend
credit  to  others  for the purpose of purchasing or carrying margin stock or to
refund  Indebtedness  originally  incurred  for  such  purpose.
7.11     Financial  Covenants
     .
(a)     Consolidated  Minimum  Net Worth.  Permit Consolidated minimum net worth
at  any time to be less than an amount equal to (a) the sum of (i) $180,000,000,
(ii)  an  amount equal to 50% of the Consolidated Net Income earned in each full
fiscal  quarter ending after December 31, 2002 (with no deduction for a net loss
in  any  such  fiscal quarter) and (iii) an amount equal to 50% of the aggregate
increases  in Shareholders' Equity of the Company and its Subsidiaries after the
date  hereof by reason of the issuance and sale of capital stock or other Equity
Interests of the Company  or any Subsidiary (other than issuances to the Company
     or  a  wholly-owned  Subsidiary),  including  upon  any  conversion of debt
securities  of  the  Company  into  such capital stock or other Equity Interests
minus (b) the actual cumulative amount of Excess Cash used to repurchase capital
stock  of  the  Company  since the Closing Date, to the extent that no Revolving
Credit  Loans  were  outstanding  at  the  time of any such repurchase minus (c)
non-cash  charges  that are not reasonably likely to become future cash charges.
(b)     Consolidated  Interest Coverage Ratio.  Permit the Consolidated Interest
Coverage  Ratio  as  of  the end of any fiscal quarter of the Company to be less
than  the  ratio  set  forth  below  opposite  such  fiscal  quarter:
<TABLE>
<CAPTION>



<S>                           <C>
Four Fiscal Quarters Ending:  Minimum Consolidated Interest Coverage Ratio
March 31, 2003 . . . . . . .                                      2.25:1.0
June 30, 2003. . . . . . . .                                      2.25:1.0
September 30, 2003 . . . . .                                      2.25:1.0
December 31, 2003. . . . . .                                      2.25:1.0
March 31, 2004 . . . . . . .                                      2.50:1.0
June 30, 2004. . . . . . . .                                      2.50:1.0
September 30, 2004 . . . . .                                      2.50:1.0
December 31, 2004. . . . . .                                      2.50:1.0
March 31, 2005 . . . . . . .                                      2.75:1.0
June 30, 2005. . . . . . . .                                      2.75:1.0
September 30, 2005 . . . . .                                      2.75:1.0
December 31, 2005. . . . . .                                      2.75:1.0
March 31, 2006 . . . . . . .                                      3.00:1.0
June 30, 2006. . . . . . . .                                      3.00:1.0
</TABLE>



(c)     Consolidated  Leverage Ratio.  Permit the Consolidated Leverage Ratio at
any  time  during  any  period  of four fiscal quarters of the Company set forth
below  to  be  greater  than  the  ratio  set  forth below opposite such period:
<TABLE>
<CAPTION>



<S>                           <C>
Four Fiscal Quarters Ending:  Maximum Consolidated Leverage Ratio
March 31, 2003 . . . . . . .                             3.75:1.0
June 30, 2003. . . . . . . .                             3.75:1.0
September 30, 2003 . . . . .                             3.75:1.0
December 31, 2003. . . . . .                             3.75:1.0
March 31, 2004 . . . . . . .                             3.50:1.0
June 30, 2004. . . . . . . .                             3.50:1.0
September 30, 2004 . . . . .                             3.50:1.0
December 31, 2004. . . . . .                             3.50:1.0
March 31, 2005 . . . . . . .                             3.25:1.0
June 30, 2005. . . . . . . .                             3.25:1.0
September 30, 2005 . . . . .                             3.25:1.0
December 31, 2005. . . . . .                             3.25:1.0
March 31, 2006 . . . . . . .                             3.25:1.0
June 30, 2006. . . . . . . .                             3.25:1.0
</TABLE>


(d)     Consolidated  Senior  Secured  Leverage  Ratio.  Permit the Consolidated
Senior  Secured  Leverage  Ratio  at  any  time during any period of four fiscal
quarters  of  the Company set forth below to be greater than the ratio set forth
below  opposite  such  period:
<TABLE>
<CAPTION>



<S>                                                                    <C>
Four Fiscal Quarters Ending for each quarter during the period below:  Maximum Consolidated Senior Secured Leverage Ratio
Closing Date through the Maturity Date. . . . . . . . . . . . . . . .                                            1.25:1.0
</TABLE>


7.12     Amendments  of  Organization  Documents
     .  Amend  any  of  its  Organization  Documents  in  any  manner that would
conflict  with  its  obligations  under  the  Loan  Documents.
7.13     Accounting  Changes
     .  Make  any  (i)  significant  change  in accounting policies or reporting
practices,  except  as  permitted  or  required by generally accepted accounting
principles,  or  (ii)  change  its  fiscal  year.
7.14     Prepayments,  Etc.  of  Indebtedness
     .  Unless  the  Company  can  demonstrate to the Administrative Agent, in a
certificate  of  a Responsible Officer of the Company, pro forma compliance with
the  covenants contained in Section 7.11, both before and after giving effect to
such  prepayment, redemption, purchase, defeasance or other satisfaction of such
Indebtedness,  prepay,  redeem,  purchase, defease or otherwise satisfy prior to
the  scheduled  maturity thereof in any manner, or make any payment in violation
of  any  subordination  terms  of,  any  Indebtedness  in an amount in excess of
$5,000,000,  except  (i)  the  prepayment of the Credit Extensions in accordance
with  the  terms  of  this  Agreement  and  (ii) regularly scheduled or required
repayments  or  redemptions  of  Indebtedness listed on Schedule 7.03, or amend,
modify  or  change  in  any  material  manner  any term or condition of any such
Indebtedness  listed  on  Schedule  7.03.
ARTICLE  VIII
EVENTS  OF  DEFAULT  AND  REMEDIES
8.01     Events  of  Default
     .  Any  of  the  following  shall  constitute  an  Event  of  Default:
(a)     Non-Payment.  The  Company or any other Loan Party fails to pay (i) when
and  as  required  to be paid herein, any amount of principal of any Loan or any
L/C  Obligation,  or  (ii)  within  five  days  after  the same becomes due, any
interest  on any Loan or on any L/C Obligation, or any facility or other fee due
hereunder,  or  (iii)  within  five  days  after the same becomes due, any other
amount  payable  hereunder  or  under  any  other  Loan  Document;  or
(b)     Specific  Covenants.  The  Company fails to perform or observe any term,
covenant  or  agreement  contained in any of (i) Section 6.01, 6.02, or 6.03, if
such  failure  continues  for  3 Business Days or (ii) Section 6.05, 6.09, 6.10,
6.11,  6.12  or  Article  VII;  or
(c)     Other  Defaults.  Any  Loan  Party fails to perform or observe any other
covenant  or agreement (not specified in Section 8.01(a) or (b) above) contained
in  any  Loan  Document on its part to be performed or observed and such failure
continues  for  30  days;  or
(d)     Representations  and  Warranties.  Any  representation,  warranty,
certification  or  statement  of fact made or deemed made by or on behalf of the
Company  or  any  other Loan Party herein, in any other Loan Document, or in any
document  delivered  in  connection  herewith or therewith shall be incorrect or
misleading,  in  each case in any material respect, when made or deemed made; or
(e)     Cross-Default.  (i)  Any  Loan Party Significant Subsidiary (A) fails to
make  any  payment when due (whether by scheduled maturity, required prepayment,
acceleration,  demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an  aggregate principal amount (including undrawn committed or available amounts
and  including  amounts  owing to all creditors under any combined or syndicated
credit  arrangement)  of more than the Threshold Amount, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness or
Guarantee  in  excess  of the Threshold Amount or contained in any instrument or
agreement  evidencing,  securing or relating thereto, or any other event occurs,
the  effect of which default or other event is to cause, or to permit the holder
or  holders  of  such  Indebtedness  or the beneficiary or beneficiaries of such
Guarantee  (or  a  trustee  or  agent  on  behalf  of  such holder or holders or
beneficiary  or  beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased  or  redeemed  (automatically or otherwise), or an offer to repurchase,
prepay,  defease  or  redeem  such  Indebtedness to be made, prior to its stated
maturity,  or  such  Guarantee  to  become payable or cash collateral in respect
thereof  to  be  demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as to which the Company or any Subsidiary is
the  Defaulting  Party (as defined in such Swap Contract) or (B) any Termination
Event  (as  so  defined) under such Swap Contract as to which the Company or any
Subsidiary  is  an  Affected  Party  (as  defined in such Swap Contract) and, in
either  event,  the  Swap  Termination  Value  owed  by  the  Loan Party or such
Subsidiary  as  a  result  thereof  is  greater  than  the  Threshold Amount; or
(f)     Insolvency  Proceedings,  Etc.  Any  Loan  Party  or  any  Significant
Subsidiary institutes or consents to the institution of any proceeding under any
Debtor  Relief  Law,  or  makes  an  assignment for the benefit of creditors; or
applies  for or consents to the appointment of any receiver, trustee, custodian,
conservator,  liquidator,  rehabilitator or similar officer for it or for all or
any  material  part  of  its  property;  or  any  receiver,  trustee, custodian,
conservator,  liquidator,  rehabilitator or similar officer is appointed without
the  application  or  consent  of  such  Person  and  the  appointment continues
undischarged  or  unstayed  for  60  calendar  days; or any proceeding under any
Debtor  Relief Law relating to any such Person or to all or any material part of
its  property  is  instituted  without  the consent of such Person and continues
undismissed  or unstayed for 60 calendar days, or an order for relief is entered
in  any  such  proceeding;  or
(g)     Inability  to  Pay  Debts;  Attachment.  (i)  Any  Loan  Party  or  any
Significant  Subsidiary  becomes  unable  or  admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant
of attachment or execution or similar process is issued or levied against all or
any  material  part  of  the  property  of  any such Person and is not released,
vacated  or  fully  bonded  within  30  days  after  its  issue  or  levy;  or
(h)     Judgments.  There  is  entered  against any Loan Party or any Subsidiary
(i)  a  final  judgment or order for the payment of money in an aggregate amount
exceeding  the  Threshold  Amount  (to  the  extent  not  covered by independent
third-party insurance as to which the insurer is rated at least "A" by A.M. Best
Company  and  does  not  dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually
or  in  the  aggregate,  a  Material  Adverse  Effect  and,  in either case, (A)
enforcement  proceedings  are  commenced  by  any creditor upon such judgment or
order,  or  (B)  there is a period of 30 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in  effect;  or
(i)     ERISA.  (i)  An  ERISA  Event  occurs  with respect to a Pension Plan or
Multiemployer  Plan which has resulted or could reasonably be expected to result
in  a  Material Adverse Effect, or (ii) the Company or any ERISA Affiliate fails
to  pay  when  due,  after  the  expiration  of any applicable grace period, any
installment  payment with respect to its withdrawal liability under Section 4201
of  ERISA  under  a  Multiemployer  Plan in an aggregate amount in excess of the
Threshold  Amount;  or
(j)     Invalidity  of  Loan  Documents.  Any provision of any Loan Document, at
any  time  after  its  execution  and  delivery and for any reason other than as
expressly  permitted  hereunder or thereunder or satisfaction in full of all the
Obligations,  ceases  to  be  in full force and effect; or any Loan Party or any
other  Person  contests  in  any  manner  the  validity or enforceability of any
provision  of  any  Loan  Document;  or any Loan Party denies that it has any or
further  liability or obligation under any Loan Document, or purports to revoke,
terminate  or  rescind  any  Loan  Document;  or
(k)     Change  of  Control.  There  occurs  any  Change  of  Control;  or
(l)     Collateral  Document.  Any  Collateral  Document  after delivery thereof
pursuant  to  Section  4.01 or 6.12 shall for any reason (other than pursuant to
the  terms thereof) cease to create a valid and perfected first priority lien on
and  security  interest in the Collateral purported to be covered thereby and is
not,  upon  request  of  any  Agent,  promptly  corrected;  or
8.02     Remedies  Upon  Event  of  Default
     .  If  any  Event  of  Default occurs and is continuing, the Administrative
Agent  shall,  at  the  request  of,  or  may, with the consent of, the Required
Lenders,  take  any  or  all  of  the  following  actions:
(a)     declare  the  commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
     commitments  and  obligation  shall  be  terminated;
(b)     declare  the  unpaid  principal  amount  of  all  outstanding Loans, all
interest  accrued  and  unpaid  thereon,  and all other amounts owing or payable
hereunder  or  under  any other Loan Document to be immediately due and payable,
without  presentment,  demand, protest or other notice of any kind, all of which
are  hereby  expressly  waived  by  the  Company;
(c)     require  that  the Company Cash Collateralize the L/C Obligations (in an
amount  equal  to  the  then  Outstanding  Amount  thereof);  and
(d)     exercise  on  behalf  of  itself,  the  other Agents and the Lenders all
rights  and remedies available to it, the other Agents and the Lenders under the
Loan  Documents  or  applicable  Law;
provided,  however,  that upon the occurrence of an actual or deemed entry of an
order  for  relief  with respect to the Company under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the  L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid  principal  amount  of  all  outstanding Loans and all interest and other
amounts  as  aforesaid  shall  automatically  become  due  and  payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid
shall  automatically  become  effective, in each case without further act of any
Agent  or  any  Lender.
8.03     Application  of  Funds
     .  After  the  exercise  of remedies provided for in Section 8.02 (or after
the  Loans  have  automatically  become  immediately due and payable and the L/C
Obligations  have  automatically  been required to be Cash Collateralized as set
forth  in  the  proviso to Section 8.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:
     First,  to  payment  of  that portion of the Obligations constituting fees,
indemnities,  expenses  and  other amounts (including Attorney Costs and amounts
payable  under  Article  III)  payable  to  the  Administrative  Agent  in their
capacities  as such ratably among them in proportion to the amounts described in
this  clause  First  payable  to  them;
Second,  to  payment  of  that  portion  of  the  Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders  (including  Attorney  Costs  and  amounts  payable  under Article III),
ratably  among them in proportion to the amounts described in this clause Second
payable  to  them;
Third,  to  payment  of that portion of the Obligations constituting accrued and
unpaid  interest  on  the Loans and L/C Borrowings, ratably among the Lenders in
proportion  to  the respective amounts described in this clause Third payable to
them;
Fourth,  to  payment  of  that  portion  of  the Obligations constituting unpaid
principal  of  the  Loans  and  L/C  Borrowings,  ratably  among  the Lenders in
proportion  to  the  respective  amounts described in this clause Fourth held by
them;
Fifth,  to  the  Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn
amount  of  Letters  of  Credit;
Sixth,  to  the payment of all other Obligations of the Loan Parties owing under
or  in  respect of the Loan Documents that are due and payable to the Agents and
the  other  Secured  Parties  on  such  date,  ratably based upon the respective
aggregate  amounts of all such Obligations owing to the Administrative Agent and
the  other  Secured  Parties  on  such  date;  and
Last,  the  balance, if any, after all of the Obligations have been indefeasibly
paid  in  full,  to  the  Company  or  as  otherwise  required  by  Law.
Subject  to  Section  2.03(c),  amounts used to Cash Collateralize the aggregate
undrawn  amount  of  Letters  of  Credit pursuant to clause Fifth above shall be
applied  to satisfy drawings under such Letters of Credit as they occur.  If any
amount  remains  on  deposit as Cash Collateral after all Letters of Credit have
either  been  fully  drawn or expired, such remaining amount shall be applied to
the  other  Obligations,  if  any,  in  the  order  set  forth  above.
ARTICLE  IX
ADMINISTRATIVE  AGENT
9.01     Appointment  and  Authorization  of  Administrative  Agent
     .
(a)     Each  Lender  hereby irrevocably appoints, designates and authorizes the
Administrative  Agent  to take such action on its behalf under the provisions of
this  Agreement  and  each  other  Loan Document and to exercise such powers and
perform  such  duties  as  are  expressly  delegated  to it by the terms of this
Agreement  or  any  other  Loan  Document,  together  with  such  powers  as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
contained  elsewhere  herein  or  in any other Loan Document, the Administrative
Agent  shall not have any duties or responsibilities, except those expressly set
forth  herein,  nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
     functions,  responsibilities,  duties,  obligations or liabilities shall be
read  into  this Agreement or any other Loan Document or otherwise exist against
the  Administrative  Agent.  Without  limiting  the  generality of the foregoing
sentence,  the  use  of  the term "agent" herein and in the other Loan Documents
with  reference  to  the  Administrative  Agent  is  not intended to connote any
fiduciary  or  other  implied  (or  express)  obligations  arising  under agency
doctrine  of  any applicable Law.  Instead, such term is used merely as a matter
of  market  custom,  and is intended to create or reflect only an administrative
relationship  between  independent  contracting  parties.
(b)     The  L/C  Issuer  shall act on behalf of the Lenders with respect to any
Letters  of  Credit issued by it and the documents associated therewith, and the
L/C  Issuer  shall  have  all of the benefits and immunities (i) provided to the
Agents  in  this Article IX with respect to any acts taken or omissions suffered
by  the L/C Issuer in connection with Letters of Credit issued by it or proposed
to  be  issued  by  it and the applications and agreements for letters of credit
pertaining  to such Letters of Credit as fully as if the term "Agent" as used in
this Article IX and in the definition of "Agent-Related Person" included the L/C
Issuer with respect to such acts or omissions, and (ii) as additionally provided
herein  with  respect  to  the  L/C  Issuer.
(c)     The  Administrative Agent shall also act as the "collateral agent" under
the  Loan  Documents,  and  each  of the Lenders (in its capacities as a Lender,
Swing  Line  Lender  (if applicable), L/C Issuer (if applicable) and a potential
Hedge  Bank) hereby irrevocably appoints and authorizes the Administrative Agent
to  act  as  the  agent  of  such  Lender for purposes of acquiring, holding and
enforcing  any and all Liens on Collateral granted by any of the Loan Parties to
secure  any of the Secured Obligations, together with such powers and discretion
as  are  reasonably  incidental thereto.  In this connection, the Administrative
Agent,  as  "collateral  agent"  (and  any  co-agents,  sub-agents  and
attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02
for  purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof)  granted  under  the Collateral Documents, or for exercising any rights
and  remedies thereunder at the direction of the Administrative Agent), shall be
entitled  to  the  benefits  of  all  provisions  of this Article IX (including,
without  limitation,  Section  9.07,  as  though  such co-agents, sub-agents and
attorneys-in-fact  were  the  "collateral agent" under the Loan Documents) as if
set  forth  in  full  herein  with  respect  thereto.
9.02     Delegation  of  Duties
     .  The  Administrative  Agent  may  execute  any  of  its duties under this
Agreement  or  any  other  Loan  Document  (including for purposes of holding or
enforcing  any Lien on the Collateral (or any portion thereof) granted under the
Collateral  Documents or of exercising any rights and remedies thereunder) by or
through  agents,  employees or attorneys-in-fact and shall be entitled to advice
of counsel and other consultants or experts concerning all matters pertaining to
such  duties.  The  Administrative  Agent  shall  not  be  responsible  for  the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence  of  gross  negligence  or  willful  misconduct.
9.03     Liability  of  Administrative  Agent
     .  No  Agent-Related  Person  shall  (a)  be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any  other Loan Document or the transactions contemplated hereby (except for its
own  gross  negligence  or  willful  misconduct  in  connection  with its duties
expressly  set  forth herein), or (b) be responsible in any manner to any Lender
or  participant  for  any recital, statement, representation or warranty made by
any  Loan  Party  or  any officer thereof, contained herein or in any other Loan
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  Loan  Document,  or  the  validity,  effectiveness,
genuineness,  enforceability  or sufficiency of this Agreement or any other Loan
Document, or the perfection or priority of any Lien or security interest created
or purported to be created under the Collateral Documents, or for any failure of
any  Loan  Party  or  any  other  party  to  any  Loan  Document  to perform its
obligations hereunder or thereunder.  No Agent-Related Person shall be under any
obligation  to  any  Lender  or participant to ascertain or to inquire as to the
observance  or  performance of any of the agreements contained in, or conditions
of,  this  Agreement  or  any other Loan Document, or to inspect the properties,
books  or  records  of  any  Loan  Party  or  any  Affiliate  thereof.
9.04     Reliance  by  Administrative  Agent
     .
(a)     The  Administrative  Agent shall be entitled to rely, and shall be fully
protected  in  relying,  upon any writing, communication, signature, resolution,
representation,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
facsimile,  telex  or  telephone  message, electronic mail message, statement or
other  document  or conversation 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  counsel  to  any  Loan  Party),
independent  accountants and other experts selected by the Administrative Agent.
     The Administrative Agent shall be fully justified in failing or refusing to
take  any  action  under  any  Loan  Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so  requests,  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.  The Administrative Agent shall
in  all  cases be fully protected in acting, or in refraining from acting, under
this  Agreement  or  any  other  Loan  Document  in accordance with a request or
consent  of  the  Required  Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or  failure  to  act  pursuant  thereto  shall  be binding upon all the Lenders.
(b)     For  purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented  to,  approved  or  accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or  satisfactory to a Lender unless the Administrative Agent shall have received
notice  from  such  Lender  prior  to  the  proposed Closing Date specifying its
objection  thereto.
9.05     Notice  of  Default
     .  The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment
of  principal, interest and fees required to be paid to the Administrative Agent
for  the  account  of  the  Lenders,  unless the Administrative Agent shall have
received  written  notice  from  a  Lender  or  the  Company  referring  to this
Agreement,  describing such Default and stating that such notice is a "notice of
default."  The  Administrative  Agent  will notify the Lenders of its receipt of
any  such  notice.  The Administrative Agent shall take such action with respect
to  such  Default  as may be directed by the Required Lenders in accordance with
Article  VIII; provided, however, that unless and until the Administrative Agent
has  received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to  such  Default  as  it  shall  deem  advisable or in the best interest of the
Lenders.
9.06     Credit  Decision;  Disclosure  of  Information  by Administrative Agent
     .  Each  Lender  acknowledges  that  no  Agent-Related  Person has made any
representation  or  warranty  to it, and that no act by the Administrative Agent
hereafter  taken,  including  any consent to and acceptance of any assignment or
review  of  the  affairs  of  any  Loan Party or any Affiliate thereof, shall be
deemed  to constitute any representation or warranty by any Agent-Related Person
to  any  Lender  as  to any matter, including whether Agent-Related Persons have
disclosed  material  information in their possession.  Each Lender represents to
the  Administrative  Agent  that it has, independently and without reliance upon
any  Agent-Related  Person and based on such documents and information as it has
deemed  appropriate,  made  its  own  appraisal  of  and  investigation into the
business,  prospects,  operations,  property,  financial and other condition and
creditworthiness  of the Loan Parties and their respective Subsidiaries, and all
applicable  bank  or  other  regulatory  Laws  relating  to  the  transactions
contemplated  hereby, and made its own decision to enter into this Agreement and
to  extend credit to the Company hereunder.  Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person 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 the other Loan Documents, and to make
such  investigations  as it deems necessary to inform itself as to the business,
prospects,  operations,  property,  financial  and  other  condition  and
creditworthiness of the Company and the other Loan Parties.  Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the  Administrative  Agent  herein,  the Administrative Agent shall not have any
duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other
information  concerning the business, prospects, operations, property, financial
and  other  condition  or  creditworthiness of any of the Loan Parties or any of
their  respective  Affiliates  which  may  come  into  the  possession  of  any
Agent-Related  Person.
9.07     Indemnification  of  Administrative  Agent
     .  Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of  any  Loan  Party  to  do so), pro rata, and hold harmless each Agent-Related
Person  from  and  against  any  and all Indemnified Liabilities incurred by it;
provided,  however,  that  no  Lender  shall  be  liable  for the payment to any
Agent-Related  Person  of  any  portion  of  such Indemnified Liabilities to the
extent  determined  in  a  final, nonappealable judgment by a court of competent
jurisdiction  to  have  resulted  from  such  Agent-Related  Person's  own gross
negligence  or  willful  misconduct;  provided, however, that no action taken in
accordance  with  the  directions  of  the  Required  Lenders shall be deemed to
constitute  gross negligence or willful misconduct for purposes of this Section.
In  the  case  of any investigation, litigation or proceeding giving rise to any
Indemnified  Liabilities,  this  Section  9.07  applies  whether  any  such
investigation,  litigation  or  proceeding is brought by any Lender or any other
Person.  Without  limitation  of  the foregoing, each Lender shall reimburse the
Administrative  Agent  upon  demand  for  its  ratable  share  of  any  costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent  in  connection with the preparation, execution, delivery, administration,
modification,  amendment  or  enforcement  (whether  through negotiations, legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated  by  or  referred  to herein, to the extent that the Administrative
Agent  is  not reimbursed for such expenses by or on behalf of the Company.  The
undertaking  in  this  Section  shall  survive  termination  of  the  Aggregate
Commitments,  the  payment  of  all other Obligations and the resignation of the
Administrative  Agent.
9.08     Administrative  Agent  in  its  Individual  Capacities
     .  Bank  of  America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire Equity Interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or  other business with each of the Loan Parties and their respective Affiliates
as  though  Bank  of America were not the Administrative Agent or the L/C Issuer
hereunder  and  without  notice  to  or  consent  of  the  Lenders.  The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may  receive  information  regarding any Loan Party or its Affiliates (including
information  that may be subject to confidentiality obligations in favor of such
Loan  Party  or  such  Affiliate)  and acknowledge that the Administrative Agent
shall  be under no obligation to provide such information to them.  With respect
to  its  Loans, Bank of America shall have the same rights and powers under this
Agreement  as any other Lender and may exercise such rights and powers as though
it  were  not the Administrative Agent or the L/C Issuer, and the terms "Lender"
and  "Lenders"  include  Bank  of  America  in  its  individual  capacity.
9.09     Successor  Administrative  Agent
     .  The Administrative Agent may resign as Agent upon 30 days' notice to the
Lenders;  provided  that  any  such  resignation  by  Bank of America shall also
constitute  its  resignation  as  L/C  Issuer  and  Swing  Line  Lender.  If the
Administrative  Agent  resigns  under this Agreement, the Required Lenders shall
appoint  from  among  the  Lenders  a  successor  agent  for  the Lenders, which
successor  agent  shall  be  consented to by the Company at all times other than
during  the existence of an Event of Default (which consent of the Company shall
not  be  unreasonably  withheld or delayed).  If no successor agent is appointed
prior  to the effective date of the resignation of the Administrative Agent, the
Administrative  Agent  may  appoint,  after  consulting with the Lenders and the
Company,  a  successor agent from among the Lenders.  Upon the acceptance of its
appointment  as  successor  agent hereunder, the Person acting as such successor
agent  shall  succeed  to  all  the  rights,  powers  and duties of the retiring
Administrative  Agent, L/C Issuer and Swing Line Lender and the respective terms
"Administrative  Agent,"  "L/C  Issuer"  and "Swing Line Lender" shall mean such
successor  agent,  Letter  of  Credit issuer and swing line lender, the retiring
Administrative  Agent's  appointment,  powers and duties as Administrative Agent
shall  be  terminated  and  the  retiring  L/C  Issuer's and Swing Line Lender's
rights,  powers  and  duties  as  such shall be terminated, without any other or
further act or deed on the part of such retiring L/C Issuer or Swing Line Lender
or  any  other  Lender, other than the obligation of the successor L/C Issuer to
issue  letters  of  credit  in  substitution  for the Letters of Credit, if any,
outstanding  at  the  time  of  such  succession  or  to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the  retiring  L/C  Issuer  with  respect  to such Letters of Credit.  After any
retiring  Administrative  Agent's resignation hereunder as Administrative Agent,
the  provisions  of  this Article IX and Sections 10.04 and 10.05 shall inure to
its  benefit  as  to any actions taken or omitted to be taken by it while it was
the  Administrative  Agent  under  this  Agreement.  If  no  successor agent has
accepted  appointment  as  Administrative  Agent  by  the  date which is 30 days
following  a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and  the  Lenders  shall  perform  all of the duties of the Administrative Agent
hereunder  until  such time, if any, as the Required Lenders appoint a successor
agent  as  provided  for  above.  Upon  the  acceptance  of  any  appointment as
Administrative  Agent hereunder by a successor and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such other
instruments  or  notices,  as  may be necessary or desirable, or as the Required
Lenders may request, in order to continue the perfection of the Liens granted or
purported  to  be  granted  by  the  Collateral  Documents,  such  successor
Administrative  Agent  shall thereupon succeed to and become vested with all the
rights,  powers,  discretion,  privileges,  and  duties  of  the  retiring
Administrative  Agent, and the retiring Administrative Agent shall be discharged
from  its  duties  and obligations under the Loan Documents.  After any retiring
Administrative  Agent's  resignation  hereunder as the Administrative Agent, the
provisions  of  this  Article  IX  shall  continue  in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the  Administrative  Agent.
9.10     Administrative  Agent  May  File  Proofs  of  Claim
     .  In  case  of  the pendency of any receivership, insolvency, liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to  any  Loan  Party,  the  Administrative Agent
(irrespective  of whether the principal of any Loan or L/C Obligation shall then
be  due  and  payable  as  herein  expressed  or by declaration or otherwise and
irrespective  of  whether the Administrative Agent shall have made any demand on
the Company) shall be entitled and empowered, by intervention in such proceeding
or  otherwise
(a)     to  file  and  prove  a  claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
     Obligations  that  are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders and the
Administrative  Agent  (including  any  claim  for  the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent
and  their  respective  agents and counsel and all other amounts due the Lenders
and  the  Administrative  Agent  under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed  in  such  judicial  proceeding;  and
(b)     to  collect  and  receive  any  monies  or  other  property  payable  or
deliverable  on  any  such  claims  and  to  distribute  the  same;
and  any  custodian,  receiver,  assignee,  trustee, liquidator, sequestrator or
other  similar  official in any such judicial proceeding is hereby authorized by
each  Lender to make such payments to the Administrative Agent and, in the event
that  the  Administrative  Agent  shall  consent  to the making of such payments
directly  to  the Lenders, to pay to the Administrative Agent any amount due for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Administrative  Agent  and its agents and counsel, and any other amounts due the
Administrative  Agent  under  Sections  2.09  and  10.04.
     Nothing  contained  herein  shall be deemed to authorize the Administrative
Agent  to authorize or consent to or accept or adopt on behalf of any Lender any
plan  of  reorganization,  arrangement,  adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to  vote  in  respect  of  the  claim  of  any  Lender  in  any such proceeding.
9.11     Collateral  and  Guaranty  Matters
     .  The  Lenders  irrevocably  authorize  the  Administrative  Agent, at its
option  and  in  its  discretion,
(a)     to  release  any  Lien  on  any  property  granted  to  or  held  by the
Administrative  Agent  under  any  Loan  Document  (i)  upon  termination of the
Aggregate  Commitments  and  payment  in  full  of  all  Obligations (other than
contingent  indemnification  obligations  not  yet  accrued and payable) and the
expiration  or  termination of all Letters of Credit, (ii) that is sold or to be
sold  as part of or in connection with any sale permitted hereunder or under any
other  Loan Document, or (iii) subject to Section 10.01, if approved, authorized
or  ratified  in  writing  by  the  Required  Lenders;  and
(b)     to release any Guarantor from its obligations under the Guaranty if such
Person  ceases  to  be  a  Subsidiary  as  a  result  of a transaction permitted
hereunder.
     Upon  request by the Administrative Agent at any time, the Required Lenders
will  confirm  in  writing  the  Administrative Agent's authority to release its
interest  in  particular types or items of property, or to release any Guarantor
from  its obligations under the Guaranty pursuant to this Section 9.11.  In each
case  as  specified  in this Section 9.11, the Administrative Agent will, at the
Company's  expense,  execute  and  deliver  to  the  applicable  Loan Party such
documents  as  such Loan Party may reasonably request to evidence the release of
such  item of Collateral from the assignment and security interest granted under
the  Collateral  Documents,  or  to  release such Guarantor from its obligations
under  the  Guaranty,  in  each  case  in  accordance with the terms of the Loan
Documents  and  this  Section  9.11.
9.12     Administrative  Agent  as  English  Trustee
     .
(a)     The  Administrative  Agent in its capacity as trustee or otherwise under
the  Loan  Documents  governed  by  English  Law:
(i)     is  not  liable  for  any  failure, omission, or defect in perfecting or
registering  the  security  constituted  or  created  by  any  Loan  Document;
(ii)     may  accept  without  inquiry  such title as any Borrower or any of its
Subsidiaries  may  have  to  any  asset  secured  by  any  Loan  Document;  and
(iii)     is  not  under  any  obligation to hold any Loan Document or any other
document in connection with the Loan Documents or the assets secured by any Loan
Document  (including  title  deeds)  in  its own possession or take any steps to
protect  or preserve the same.  The administrative Agent may permit any Borrower
or  any of its Subsidiaries to retain any Loan Document or other document in its
possession.
(b)     Except  as  otherwise provided in the Loan Documents governed by English
law,  all  moneys  which  under  the  trusts contained in the Loan Documents are
received by the Administrative Agent in its capacity as trustee or otherwise may
     be invested in the name of or under the control of the Administrative Agent
in  any  investment authorized by English law for the investment by a trustee of
trust  money  or  in  any  other  investments  which  may  be  selected  by  the
Administrative  Agent.  Additionally,  the  same may be placed on deposit in the
name  or  under  the  control  of  the  Administrative Agent with such Lender or
institution  (including  the Administrative Agent itself) and upon such terms as
the  Administrative  Agent  may  think  fit.
9.13     Assignment  under  Dutch  Law
     .  In connection with any assignment and delegation of all, or any part of,
Loans,  the Commitments, the L/C Obligations and the other rights or obligations
of  any  Lender  (or  former  Lender)  hereunder,  the  Administrative  Agent is
authorized  on  behalf  of  both  the  assignor  Lender and the assignee Lender,
without  necessity  of  any  notice  to or further consent from such Lenders (or
former  Lenders,  if  applicable),  to  take any action the Administrative Agent
deems  reasonably necessary or appropriate to assign a corresponding interest in
the  community  of  Lenders (which is a community in accordance with Article 166
(and subsequent articles) of Book 3 of the Dutch Civil Code), including, without
limitation,  the  rights  and  interests  of  such assignor Lender (whether held
directly  or  indirectly  through  the  Administrative  Agent)  under  any  Loan
Documents  in  any  pledged stock or equity interest of any corporation or other
legal  entity  organized  under  the  laws of the Kingdom of the Netherlands and
constituting  Collateral, to the assignee Lender.  The Administrative Agent will
notify the Borrower and each pledgor of any pledged stock or entity on interests
of  any  such  corporation or other legal entity organized under the laws of the
Kingdom  of the Netherlands of the assignment of the rights under this Agreement
and  under any deed of pledge or similar Loan Documents evidencing such security
interests  to  the assignee Lender in writing in advance.  Each such pledgor and
the  Borrower acknowledge and agree that Lenders may assign their interests from
time  to  time  as  described  in  this  Section  9.13.
9.14     Other  Agents;  Arrangers  and  Managers
     .  None  of  the  Lenders or other Persons identified on the facing page or
signature  pages  of  this  Agreement  as  a "syndication agent," "documentation
agent,"  "co-agent," "book manager," "lead manager," "arranger," "lead arranger"
or  "co-lead  arranger"  shall  have  any  right,  power, obligation, liability,
responsibility  or  duty  under  this  Agreement other than, in the case of such
Lenders,  those  applicable  to  all  Lenders  as  such.  Without  limiting  the
foregoing,  none  of the Lenders or other Persons so identified shall have or be
deemed  to  have  any  fiduciary  relationship  with  any  Lender.  Each  Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other  Persons  so  identified  in  deciding  to enter into this Agreement or in
taking  or  not  taking  action  hereunder.
ARTICLE  X
MISCELLANEOUS
10.01     Amendments,  Etc
     .  No  amendment  or waiver of any provision of this Agreement or any other
Loan  Document, and no consent to any departure by the Company or any other Loan
Party  therefrom,  shall  be  effective unless in writing signed by the Required
Lenders  and  the  Company or the applicable Loan Party, as the case may be, and
acknowledged  by the Administrative Agent, and each such waiver or consent shall
be  effective  only  in  the  specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:
(a)     waive any condition set forth in Section 4.01(a), or, in the case of the
     initial Credit Extension, Section 4.02, without the written consent of each
Lender;
(b)     extend  or  increase  the  Commitment  of  any  Lender (or reinstate any
Commitment  terminated  pursuant to Section 8.02) without the written consent of
such  Lender;
(c)     postpone  any  date  scheduled  for any payment of principal or interest
under  Sections  2.07 or 2.08, or any date fixed by the Administrative Agent for
the  payment  of  fees  or  other  amounts  due  to the Lenders (or any of them)
hereunder  or  under any other Loan Document without the written consent of each
Lender  directly  affected  thereby;
(d)     reduce  the  principal  of, or the rate of interest specified herein on,
any  Loan  or L/C Borrowing, or (subject to clause (iv) of the second proviso to
this  Section  10.01)  any  fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby;  provided, however, that only the consent of the Required Lenders shall
be  necessary  (i)  to  amend  the  definition of "Default Rate" or to waive any
obligation  of  the Company to pay interest at the Default Rate or (ii) to amend
any  financial covenant hereunder (or any defined term used therein) even if the
effect  of such amendment would be to reduce the rate of interest on any Loan or
L/C  Borrowing  or  to  reduce  any  fee  payable  hereunder;
(e)     change  any  provision  of  this  Section  10.01  or  the  definition of
"Required  Lenders"  or  any  other  provision  hereof  specifying the number or
percentage  of  Lenders  required to amend, waive or otherwise modify any rights
hereunder  or make any determination or grant any consent hereunder, without the
written  consent  of  each  Lender;
(f)     release all or substantially all of the Collateral in any transaction or
series  of  related  transactions,  without  the written consent of each Lender;
(g)     release  all  or substantially all of the value of the Guaranty, without
the  written  consent  of  each  Lender;  or
(h)     impose  any  greater  restriction on the ability of any Lender to assign
any  of  its  rights  or  obligations  hereunder  without the written consent of
Lenders  having  more than 50% of the Aggregate Credit Exposures then in effect.
For  purposes  of  this  clause,  the  aggregate  amount  of  each Lender's risk
participation  and  funded participation in L/C Obligations and Swing Line Loans
shall  be  deemed  to  be  held  by  such  Lender;
and  provided  further that (i) no amendment, waiver or consent shall, unless in
writing  and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it;  (ii) no amendment, waiver or consent shall, unless in writing and signed by
the  Swing  Line  Lender  in  addition to the Lenders required above, affect the
rights  or  duties  of  the  Swing  Line  Lender  under this Agreement; (iii) no
amendment,  waiver  or  consent  shall,  unless  in  writing  and  signed by the
Administrative  Agent  in  addition  to  the  Lenders required above, affect the
rights or duties of, or any fees or other amounts payable to, the Administrative
Agent  under  this Agreement or any other Loan Document; and (iv) the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed
only  by  the parties thereto.  Notwithstanding anything to the contrary herein,
no  Defaulting  Lender  shall  have  any  right  to  approve  or  disapprove any
amendment,  waiver  or  consent  hereunder,  except  that the Commitment of such
Lender  may  not  be  increased  or extended without the consent of such Lender.
10.02     Notices  and  Other  Communications;  Facsimile  Copies
     .
(a)     General.  Unless  otherwise  expressly  provided herein, all notices and
other  communications provided for hereunder or any other Loan Document shall be
in  writing  (including  by  facsimile  transmission).  All such written notices
shall  be mailed, faxed or delivered to the applicable address, facsimile number
or  (subject  to  Section 10.02(c)) electronic mail address, and all notices and
other  communications  expressly  permitted  hereunder  to be given by telephone
shall  be  made  to  the  applicable  telephone  number,  as  follows:
(i)     if to the Company, the Administrative Agent, the L/C Issuer or the Swing
     Line  Lender,  to the address, facsimile number, electronic mail address or
telephone  number  specified  for such Person on Schedule 10.02 or to such other
address,  facsimile number, electronic mail address or telephone number as shall
be  designated  by  such  party  in  a  notice  to  the  other  parties;  and
(ii)     if  to  any  other Lender, to the address, facsimile number, electronic
mail  address  or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or telephone
number  as  shall  be  designated  by such party in a notice to the Company, the
Administrative  Agent,  the  L/C  Issuer  and  the  Swing  Line  Lender.
All  such  notices  and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii)  (A) if delivered by hand or by courier, when signed for by or on behalf of
the  relevant  party  hereto; (B) if delivered by mail, four Business Days after
deposit  in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and  receipt has been confirmed by telephone; and (D) if delivered by electronic
mail  (which form of delivery is subject to the provisions of Section 10.02(c)),
when  delivered; provided, however, that notices and other communications to the
Administrative  Agent,  the  L/C  Issuer  and  the Swing Line Lender pursuant to
Article II shall not be effective until actually received by such Person.  In no
event  shall  a  voicemail  message  be  effective as a notice, communication or
confirmation  hereunder.
(b)     Effectiveness of Facsimile Documents and Signatures.  Loan Documents may
     be  transmitted  and/or signed by facsimile.  The effectiveness of any such
documents  and  signatures shall, subject to applicable Law, have the same force
and  effect  as  manually-signed  originals  and  shall  be  binding on all Loan
Parties, the Administrative Agent and the Lenders.  The Administrative Agent may
also  require  that  any  such  documents  and  signatures  be  confirmed  by  a
manually-signed original thereof; provided, however, that the failure to request
or  deliver the same shall not limit the effectiveness of any facsimile document
or  signature.
(c)     Limited  Use  of  Electronic  Mail.  Electronic  mail  and  Internet and
intranet websites may be used only to distribute routine communications, such as
financial  statements  and other information as provided in Section 6.02, and to
distribute  Loan  Documents for execution by the parties thereto, and may not be
used  for  any  other  purpose.
(d)     Reliance  by Administrative Agent and Lenders.  The Administrative Agent
and  the  Lenders  shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given
by  or  on  behalf  of  the  Company even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any
other  form of notice specified herein, or (ii) the terms thereof, as understood
by  the  recipient,  varied  from  any  confirmation thereof.  The Company shall
indemnify  each  Agent-Related  Person  and  each Lender from all losses, costs,
expenses  and  liabilities  resulting  from  the reliance by such Person on each
notice purportedly given by or on behalf of the Company.  All telephonic notices
to and other communications with the Administrative Agent may be recorded by the
Administrative  Agent,  and  each  of the parties hereto hereby consents to such
recording.
10.03     No  Waiver;  Cumulative  Remedies
     .  No failure by any Lender or the Administrative Agent to exercise, and no
delay  by  any  such Person in exercising, any right, remedy, power or privilege
hereunder  or  any  other  Loan  Document shall operate as a waiver thereof; nor
shall  any  single  or partial exercise of any right, remedy, power or privilege
hereunder  preclude any other or further exercise thereof or the exercise of any
other  right,  remedy,  power  or  privilege.  The  rights, remedies, powers and
privileges  herein  provided,  and  provided under each other Loan Document, are
cumulative  and  not  exclusive  of  any rights, remedies, powers and privileges
provided  by  law.
10.04     Attorney  Costs,  Expenses  and  Taxes
     .  The  Company agrees (a) to pay or reimburse the Administrative Agent for
all  reasonable  costs and expenses incurred in connection with the development,
preparation,  negotiation,  syndication  and execution of this Agreement and the
other  Loan  Documents, and any amendment, waiver, consent or other modification
of  the  provisions  hereof  and  thereof  (whether  or  not  the  transactions
contemplated  hereby  or  thereby  are  consummated),  and  the consummation and
administration  of  the  transactions contemplated hereby and thereby, including
all  Attorney  Costs,  and  (b) to pay or reimburse the Administrative Agent and
each  Lender  for  all reasonable costs and expenses incurred in connection with
the enforcement of any rights or remedies under this Agreement or the other Loan
Documents  (including  all  such  costs  and  expenses incurred during any legal
proceeding, including any proceeding under any Debtor Relief Law), including all
Attorney  Costs.  The  foregoing  costs  and  expenses shall include all search,
filing,  recording,  title  insurance  and  appraisal charges and fees and taxes
related thereto, and other out-of-pocket expenses incurred by the Administrative
Agent  and  the cost of independent public accountants and other outside experts
retained  by the Administrative Agent or any Lender.  All amounts due under this
Section  10.04  shall be payable within ten Business Days after demand therefor.
The  agreements  in  this Section shall survive the termination of the Aggregate
Commitments  and  repayment  of  all  other  Obligations.
10.05     Indemnification  by  the  Company
     .  Whether or not the transactions contemplated hereby are consummated, the
Company shall indemnify and hold harmless each Agent-Related Person, each Lender
and their respective Affiliates, directors, officers, employees, counsel, agents
and  attorneys-in-fact (collectively the "Indemnitees") from and against any and
all  liabilities,  obligations,  losses,  damages,  penalties,  claims, demands,
actions, judgments, suits, costs, expenses and disbursements (including Attorney
Costs)  of  any  kind  or nature whatsoever which may at any time be imposed on,
incurred  by  or  asserted against any such Indemnitee in any way relating to or
arising  out  of or in connection with (a) the execution, delivery, enforcement,
performance  or  administration  of  any  Loan  Document or any other agreement,
letter  or instrument delivered in connection with the transactions contemplated
thereby  or  the  consummation of the transactions contemplated thereby, (b) any
Commitment,  Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment
under  a  Letter  of  Credit  if the documents presented in connection with such
demand  do not strictly comply with the terms of such Letter of Credit), (c) any
actual  or  alleged  presence  or  release of Hazardous Materials on or from any
property  currently or formerly owned or operated by the Company, any Subsidiary
or  any  other  Loan Party, or any Environmental Liability related in any way to
the  Company,  any  Subsidiary  or  any  other  Loan Party, or (d) any actual or
prospective  claim,  litigation,  investigation or proceeding relating to any of
the  foregoing,  whether  based on contract, tort or any other theory (including
any  investigation  of, preparation for, or defense of any pending or threatened
claim,  investigation,  litigation  or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"), in all cases, whether or not caused by or arising, in whole or in
part,  out  of  the  negligence  of the Indemnitee; provided that such indemnity
shall  not,  as  to  any  Indemnitee,  be  available  to  the  extent  that such
liabilities,  obligations, losses, damages, penalties, claims, demands, actions,
judgments,  suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the  gross  negligence  or willful misconduct of such Indemnitee.  No Indemnitee
shall  be  liable  for  any  damages  arising  from  the  use  by  others of any
information  or  other  materials  obtained  through IntraLinks or other similar
information  transmission  systems  in connection with this Agreement, nor shall
any  Indemnitee  have  any  liability  for any indirect or consequential damages
relating  to  this  Agreement  or  any other Loan Document or arising out of its
activities  in  connection  herewith  or  therewith (whether before or after the
Closing  Date).  In the case of an investigation, litigation or other proceeding
to  which  the  indemnity in this Section 10.05 applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by  any Loan Party, its directors, shareholders or creditors or an Indemnitee or
any other Person, whether or not any Indemnitee is otherwise a party thereto and
whether  or  not  any of the transactions contemplated hereunder or under any of
the  other  Loan  Documents  is consummated.  All amounts due under this Section
10.05  shall  be  payable  within  ten Business Days after demand therefor.  The
agreements  in  this Section shall survive the resignation of the Administrative
Agent,  the  replacement  of  any  Lender,  the  termination  of  the  Aggregate
Commitments  and  the  repayment,  satisfaction  or  discharge  of all the other
Obligations.
10.06     Payments  Set  Aside
     .  To the extent that any payment by or on behalf of the Company is made to
the  Administrative  Agent  or  any  Lender,  or the Administrative Agent or any
Lender  exercises  its right of setoff, and such payment or the proceeds of such
setoff  or  any  part  thereof  is  subsequently  invalidated,  declared  to  be
fraudulent  or  preferential,  set  aside or required (including pursuant to any
settlement  entered  into  by  the  Administrative  Agent  or such Lender in its
discretion)  to  be  repaid  to  a  trustee,  receiver  or  any  other party, in
connection  with  any  proceeding under any Debtor Relief Law or otherwise, then
(a)  to  the  extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as  if  such  payment had not been made or such setoff had not occurred, and (b)
each  Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent,  plus  interest  thereon  from  the  date of such demand to the date such
payment  is  made  at  a rate per annum equal to the higher of the Federal Funds
Rate  from  time  to  time  in  effect  and  the  cost  of funds incurred by the
Administrative  Agent in respect of such amount in the case of Loans denominated
in  Committed  Currencies.
10.07     Successors  and  Assigns
     .
(a)     The  provisions of this Agreement shall be binding upon and inure to the
benefit  of  the  parties  hereto  and  their  respective successors and assigns
permitted  hereby,  except that the Company may not assign or otherwise transfer
any  of its rights or obligations hereunder without the prior written consent of
each  Lender and no Lender may assign or otherwise transfer any of its rights or
obligations  hereunder except (i) to an Eligible Assignee in accordance with the
provisions  of Section 10.07(b), (ii) by way of participation in accordance with
the  provisions of Section 10.07(d) or (iii) by way of pledge or assignment of a
security  interest  subject  to  the  restrictions  of  Section 10.07(f) or (i).
Nothing  in  this  Agreement, expressed or implied, shall be construed to confer
upon  any Person (other than the parties hereto, their respective successors and
assigns  permitted hereby, Participants to the extent provided in subsection (d)
of  this  Section  and,  to  the  extent  expressly  contemplated  hereby,  the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
     this  Agreement.
(b)     Any  Lender may at any time assign to one or more Eligible Assignees all
or  a  portion of its rights and obligations under this Agreement (including all
or  a  portion  of  its Commitment and the Loans (including for purposes of this
Section  10.07(b), participations in L/C Obligations and in Swing Line Loans) at
the  time owing to it); provided that (i) except in the case of an assignment of
the  entire  remaining amount of the assigning Lender's Commitment and the Loans
at  the  time  owing  to  it  or  in the case of an assignment to a Lender or an
Affiliate  of  a  Lender  or  an  Approved  Fund  with  respect to a Lender, the
aggregate  amount  of  the  Commitment  (which  for  this purpose includes Loans
outstanding  thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loan of the assigning Lender subject to
each  such  assignment,  determined as of the date the Assignment and Assumption
with  respect to such assignment is delivered to the Administrative Agent or, if
"Trade  Date"  is  specified  in  the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000, unless each of the Administrative Agent
and,  so long as no Event of Default has occurred and is continuing, the Company
otherwise  consents  (each  such  consent  not  to  be  unreasonably withheld or
delayed);  (ii)  each  partial  assignment  shall  be made as an assignment of a
proportionate  part  of  all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that
this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii)
any  assignment  of  a  Revolving  Credit  Commitment  must  be  approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person
that  is  the  proposed assignee is itself a Revolving Credit Lender (whether or
not  the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv)  the  parties  to  each  assignment  shall  execute  and  deliver  to  the
Administrative  Agent  an  Assignment and Assumption, together with a processing
and  recordation  fee of $3,500.  Subject to acceptance and recording thereof by
the  Administrative  Agent  pursuant  to  Section  10.07(c),  from and after the
effective  date  specified  in  each  Assignment  and  Assumption,  the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest  assigned  by  such  Assignment  and  Assumption,  have  the rights and
obligations  of  a  Lender  under  this  Agreement,  and  the  assigning  Lender
thereunder  shall, to the extent of the interest assigned by such Assignment and
Assumption,  be  released from its obligations under this Agreement (and, in the
case  of  an  Assignment  and  Assumption covering all of the assigning Lender's
rights  and  obligations  under  this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04,  3.05,  10.04  and 10.05 with respect to facts and circumstances occurring
prior  to the effective date of such assignment).  Upon request, the Company (at
its  expense)  shall  execute  and  deliver  a Note to the assignee Lender.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that  does not comply with this subsection shall be treated for purposes of this
Agreement  as  a  sale  by  such  Lender  of  a participation in such rights and
obligations  in  accordance  with  Section  10.07(d).
(c)     The  Administrative Agent, acting solely for this purpose as an agent of
the  Company, shall maintain at the Administrative Agent's Office a copy of each
Assignment  and Assumption delivered to it and a register for the recordation of
the  names  and  addresses of the Lenders, and the Commitments of, and principal
amounts  of  the Loans and L/C Obligations owing to, each Lender pursuant to the
terms  hereof  from  time to time (the "Register").  The entries in the Register
shall  be  conclusive, and the Company, the Administrative Agent and the Lenders
may  treat  each  Person  whose name is recorded in the Register pursuant to the
terms  hereof  as  a  Lender  hereunder  for  all  purposes  of  this Agreement,
notwithstanding  notice  to  the  contrary.  The Register shall be available for
inspection  by  the  Company,  the  Administrative  Agent and any Lender, at any
reasonable  time  and  from  time  to  time  upon  reasonable  prior  notice.
(d)     Any  Lender  may  at any time, without the consent of, or notice to, the
Company  or  the  Administrative Agent, sell participations to any Person (other
than  a  natural  person  or  the  Company or any of the Company's Affiliates or
Subsidiaries)  (each,  a  "Participant")  in  all  or a portion of such Lender's
rights  and/or  obligations  under this Agreement (including all or a portion of
its  Commitment  and/or the Loans (including such Lender's participations in L/C
Obligations  and/or  Swing  Line  Loans)  owing  to  it); provided that (i) such
Lender's  obligations  under  this  Agreement  shall remain unchanged, (ii) such
Lender  shall  remain  solely  responsible  to  the other parties hereto for the
performance  of such obligations and (iii) the Company, the Administrative Agent
and  the  other  Lenders  shall  continue  to deal solely and directly with such
Lender  in  connection  with  such  Lender's  rights  and obligations under this
Agreement.  Any  agreement or instrument pursuant to which a Lender sells such a
participation  shall  provide  that  such  Lender shall retain the sole right to
enforce  this  Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section  10.01  that  directly  affects  such  Participant.  Subject  to Section
10.07(e),  the  Company  agrees  that  each Participant shall be entitled to the
benefits  of  Sections  3.01,  3.04  and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 10.07(b).
To  the  extent permitted by law, each Participant also shall be entitled to the
benefits  of Section 10.09 as though it were a Lender, provided such Participant
agrees  to  be  subject  to  Section  2.13  as  though  it  were  a  Lender.
(e)     A Participant shall not be entitled to receive any greater payment under
Section  3.01  or  3.04  than  the applicable Lender would have been entitled to
receive  with  respect to the participation sold to such Participant, unless the
sale  of  the participation to such Participant is made with the Company's prior
written  consent.  A  Participant  that  would  be a Foreign Lender if it were a
Lender  shall not be entitled to the benefits of Section 3.01 unless the Company
is  notified  of the participation sold to such Participant and such Participant
agrees,  for  the benefit of the Company, to comply with Section 10.15 as though
it  were  a  Lender.
(f)     Any  Lender  may at any time pledge or assign a security interest in all
or  any portion of its rights under this Agreement (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure  obligations  to  a Federal Reserve Bank; provided that no such pledge or
assignment  shall  release  such Lender from any of its obligations hereunder or
substitute  any  such  pledgee  or  assignee  for such Lender as a party hereto.
(g)     As  used  herein,  the  following  terms  have  the  following meanings:
     "Eligible  Assignee"  means (a) a Lender; (b) an Affiliate of a Lender; (c)
an  Approved  Fund;  and  (d)  any  other  Person  (other than a natural person)
approved  by (i) the Administrative Agent, (ii) in the case of any assignment of
a  Revolving  Commitment,  the  L/C  Issuer and the Swing Line Lender, and (iii)
unless  an  Event  of  Default has occurred and is continuing, the Company (each
such  approval  not  to  be  unreasonably  withheld  or  delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the Company
or  any  of  the  Company's  Affiliates  or  Subsidiaries.
"Fund"  means  any  Person  (other  than  a natural person) that is (or will be)
engaged  in  making,  purchasing,  holding  or otherwise investing in commercial
loans  and  similar extensions of credit in the ordinary course of its business.
"Approved  Fund" means any Fund that is administered or managed by (a) a Lender,
(b)  an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers  or  manages  a  Lender.
(h)     Notwithstanding  anything  to  the contrary contained herein, any Lender
that is a Fund may create a security interest in all or any portion of the Loans
     owing  to it and the Note, if any, held by it to the trustee for holders of
obligations  owed,  or  securities  issued,  by  such  Fund as security for such
obligations  or securities, provided that unless and until such trustee actually
becomes  a Lender in compliance with the other provisions of this Section 10.07,
(i) no such pledge shall release the pledging Lender from any of its obligations
under the Loan Documents and (ii) such trustee shall not be entitled to exercise
any  of the rights of a Lender under the Loan Documents even though such trustee
may  have acquired ownership rights with respect to the pledged interest through
foreclosure  or  otherwise.
(i)     Notwithstanding  anything  to  the  contrary contained herein, if at any
time  Bank  of  America  assigns  all  of  its Commitments and Loans pursuant to
Section  10.07(b),  Bank of America may, (i) upon 30 days' notice to the Company
and  the  Lenders,  resign as L/C Issuer and/or (ii) upon 30 days' notice to the
Company,  resign  as Swing Line Lender.  In the event of any such resignation as
L/C  Issuer  or Swing Line Lender, the Company shall be entitled to appoint from
among  the  Lenders  a  successor  L/C  Issuer  or  Swing Line Lender hereunder;
provided, however, that any failure by the Company to appoint any such successor
shall  not affect the resignation of Bank of America as L/C Issuer or Swing Line
Lender,  as  the case may be.  Except as provided in Section 2.03(a)(i), if Bank
of America resigns as L/C Issuer, it shall retain all the rights and obligations
of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of  the  effective date of its resignation as L/C Issuer and all L/C Obligations
with  respect  thereto  (including the right to require the Lenders to make Base
Rate  Loans  or  fund  risk  participations  in Unreimbursed Amounts pursuant to
Section  2.03(c)).  If  Bank  of  America resigns as Swing Line Lender, it shall
retain  all  the  rights  of  the  Swing Line Lender provided for hereunder with
respect  to Swing Line Loans made by it and outstanding as of the effective date
of  such  resignation,  including  the right to require the Lenders to make Base
Rate  Loans or fund risk participations in outstanding Swing Line Loans pursuant
to  Section  2.04(c).
10.08     Confidentiality
     .  Each  of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information, except that Information may be disclosed (a)
to  its and its Affiliates' directors, officers, employees and agents, including
accountants,  legal  counsel  and  other  advisors (it being understood that the
Persons  to  whom  such  disclosure is made will be informed of the confidential
nature  of  such  Information  and  instructed  to  keep  such  Information
confidential);  (b)  to the extent requested by any regulatory authority; (c) to
the  extent  required  by  applicable  Laws or regulations or by any subpoena or
similar  legal  process;  (d)  to  any  other  party  to  this Agreement; (e) in
connection  with  the  exercise of any remedies hereunder or any suit, action or
proceeding  relating  to  this Agreement or the enforcement of rights hereunder;
(f)  subject  to  an  agreement  containing provisions substantially the same as
those  of this Section 10.08, to (i) any Eligible Assignee of or Participant in,
or  any prospective Eligible Assignee of or Participant in, any of its rights or
obligations  under  this  Agreement  or  (ii) any direct or indirect contractual
counterparty  or prospective counterparty (or such contractual counterparty's or
prospective  counterparty's  professional  advisor)  to  any  credit  derivative
transaction relating to obligations of the Loan Parties; (g) with the consent of
the  Company;  (h) to the extent such Information (i) becomes publicly available
other  than  as  a  result  of  a  breach  of this Section 10.08 or (ii) becomes
available  to  the Administrative Agent or any Lender on a nonconfidential basis
from  a  source  other  than  the  Company; (i) to any state, Federal or foreign
authority  or  examiner  (including  the  National  Association  of  Insurance
Commissioners  or  any other similar organization) regulating any Lender; or (j)
to any rating agency when required by it (it being understood that, prior to any
such  disclosure,  such  rating  agency  shall  undertake  to  preserve  the
confidentiality  of  any Information relating to the Loan Parties received by it
from  such  Lender).  In  addition,  the Agents and the Lenders may disclose the
existence  of this Agreement and information about this Agreement to market data
collectors,  similar  service  providers  to  the  lending industry, and service
providers  to  the  Agents and the Lenders in connection with the administration
and management of this Agreement, the other Loan Documents, the Commitments, and
the  Credit  Extensions.  For  the purposes of this Section, "Information" means
all  information  received from any Loan Party relating to any Loan Party or its
business,  other than any such information that is available to any Agent or any
Lender  on  a  nonconfidential  basis  prior  to  disclosure  by any Loan Party;
provided  that,  in the case of information received from a Loan Party after the
date  hereof,  such  information is clearly identified in writing at the time of
delivery  as  confidential.  Any Person required to maintain the confidentiality
of  Information  as  provided  in this Section 10.08 shall be considered to have
complied  with  its  obligation  to  do so if such Person has exercised the same
degree  of  care  to  maintain  the  confidentiality of such Information as such
Person  would  accord  to  its  own  confidential  information.  Notwithstanding
anything  herein  to  the  contrary,  "Information"  shall  not include, and the
Administrative  Agent  and  each  Lender  may disclose without limitation of any
kind,  any  information  with respect to the "tax treatment" and "tax structure"
(in  each  case,  within the meaning of Treasury Regulation Section 1.6011-4) of
the  transactions  contemplated  hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning  the  tax  treatment  or  tax structure of the transaction as well as
other  information,  this  sentence  shall  only  apply  to such portions of the
document  or  similar  item that relate to the tax treatment or tax structure of
the  Loans,  Letters  of  Credit  and  transactions  contemplated  hereby.
10.09     Setoff
     .  In  addition  to any rights and remedies of the Lenders provided by law,
upon  the  occurrence and during the continuance of any Event of Default and the
making  of  the request or the granting of the consent specified by Section 8.02
to  authorize  the  Administrative  Agent  to  declare the Loans due and payable
pursuant  to  the  provisions  of  Section  8.02,  each Lender and each of their
respective  Affiliates  is authorized at any time and from time to time, without
prior  notice  to  the  Company  or  any other Loan Party, any such notice being
waived  by  the  Company (on its own behalf and on behalf of each Loan Party) to
the  fullest  extent permitted by law, to set off and apply any and all deposits
(general  or special, time or demand, provisional or final) at any time held by,
and other Indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to  such  Lender  hereunder  or  under any other Loan Document, now or hereafter
existing,  irrespective  of  whether or not such Agent or such Lender shall have
made  demand  under  this Agreement or any other Loan Document and although such
Obligations  may  be  contingent  or  unmatured  or  denominated  in  a currency
different  from  that  of  the  applicable deposit or Indebtedness.  Each Lender
agrees  promptly  to  notify  the Company and the Administrative Agent after any
such  set-off  and  application made by such Lender; provided, however, that the
failure  to  give  such  notice shall not affect the validity of such setoff and
application.  The  rights  of the Administrative Agent and each Lender and their
respective  Affiliates  under  this  Section are in addition to other rights and
remedies  (including,  without  limitation,  other  rights  of  setoff) that the
Administrative  Agent,  such  Lender  and  their respective Affiliates may have.
10.10     Interest  Rate  Limitation
     .  Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed
the  maximum  rate  of  non-usurious  interest  permitted by applicable Law (the
"Maximum Rate").  If any Agent or any Lender shall receive interest in an amount
that  exceeds  the  Maximum  Rate,  the  excess interest shall be applied to the
principal  of the Loans or, if it exceeds such unpaid principal, refunded to the
Company.  In  determining  whether  the  interest  contracted  for,  charged, or
received  by  an Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not
principal  as  an  expense,  fee,  or  premium rather than interest, (b) exclude
voluntary  prepayments  and  the  effects  thereof,  and  (c) amortize, prorate,
allocate,  and  spread  in  equal  or unequal parts the total amount of interest
throughout  the  contemplated  term  of  the  Obligations  hereunder.
10.11     Counterparts
     .  This  Agreement  and  each other Loan Document may be executed in one or
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery by telecopier of
an  executed  counterpart  of  a signature page to this Agreement and each other
Loan Document shall be effective as delivery of an original executed counterpart
of this Agreement and such other Loan Document. The Agents may also require that
any  such  documents  and  signatures  delivered by telecopier be confirmed by a
manually-signed  original  thereof;  provided  that  the  failure  to request or
deliver  the same shall not limit the effectiveness of any document or signature
delivered  by  telecopier.
10.12     Integration
     .  This  Agreement,  together  with the other Loan Documents, comprises the
complete  and  integrated  agreement of the parties on the subject matter hereof
and  thereof  and  supersedes  all  prior  agreements,  written or oral, on such
subject  matter.  In  the  event  of any conflict between the provisions of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; provided that the inclusion of supplemental rights or remedies in
favor  of  the  Agents  or  the  Lenders in any other Loan Document shall not be
deemed  a conflict with this Agreement.  Each Loan Document was drafted with the
joint  participation  of  the  respective parties thereto and shall be construed
neither  against  nor  in  favor of any party, but rather in accordance with the
fair  meaning  thereof.
10.13     Survival  of  Representations  and  Warranties
     .  All  representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith  or  therewith  shall  survive  the  execution  and delivery hereof and
thereof.  Such  representations  and warranties have been or will be relied upon
by each Agent and each Lender, regardless of any investigation made by any Agent
or  any  Lender  or  on  their  behalf and notwithstanding that any Agent or any
Lender may have had notice or knowledge of any Default at the time of any Credit
Extension,  and  shall  continue in full force and effect as long as any Loan or
any  other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of  Credit  shall  remain  outstanding.
10.14     Severability
     .  If  any  provision of this Agreement or the other Loan Documents is held
to  be  illegal,  invalid  or  unenforceable,  (a)  the  legality,  validity and
enforceability  of the remaining provisions of this Agreement and the other Loan
Documents  shall  not  be affected or impaired thereby and (b) the parties shall
endeavor  in  good  faith  negotiations  to  replace  the  illegal,  invalid  or
unenforceable  provisions  with  valid  provisions  the economic effect of which
comes  as  close  as  possible  to that of the illegal, invalid or unenforceable
provisions.  The  invalidity  of  a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
10.15     Tax  Forms
     .  (a)  (i)  Each  Lender  that  is not a "United States person" within the
meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to
the Administrative Agent, prior to receipt of any payment subject to withholding
under the Code (or upon accepting an assignment of an interest herein), two duly
signed  completed  copies  of  either  IRS  Form W-8BEN or any successor thereto
(relating  to  such  Foreign  Lender  and  entitling it to an exemption from, or
reduction  of, withholding tax on all payments to be made to such Foreign Lender
by  the  Company pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto  (relating  to  all  payments  to  be made to such Foreign Lender by the
Company  pursuant  to this Agreement) or such other evidence satisfactory to the
Company  and the Administrative Agent that such Foreign Lender is entitled to an
exemption  from,  or reduction of, U.S. withholding tax, including any exemption
pursuant  to Section 881(c) of the Code.  Thereafter and from time to time, each
such  Foreign  Lender shall (A) promptly submit to the Administrative Agent such
additional  duly  completed  and  signed  copies  of  one of such forms (or such
successor  forms  as  shall  be adopted from time to time by the relevant United
States  taxing  authorities)  as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Company  and  the  Administrative  Agent  of  any  available  exemption  from or
reduction  of,  United States withholding taxes in respect of all payments to be
made  to  such  Foreign  Lender  by  the Company pursuant to this Agreement, (B)
promptly  notify  the  Administrative Agent of any change in circumstances which
would  modify or render invalid any claimed exemption or reduction, and (C) take
such  steps  as shall not be materially disadvantageous to it, in the reasonable
judgment  of  such  Lender,  and  as  may be reasonably necessary (including the
re-designation  of  its  Lending  Office) to avoid any requirement of applicable
Laws  that  the Company make any deduction or withholding for taxes from amounts
payable  to  such  Foreign  Lender.
(ii)     Each Foreign Lender, to the extent it does not act or ceases to act for
its  own account with respect to any portion of any sums paid or payable to such
Lender  under  any  of the Loan Documents (for example, in the case of a typical
participation  by such Lender), shall deliver to the Administrative Agent on the
date  when such Foreign Lender ceases to act for its own account with respect to
any  portion of any such sums paid or payable, and at such other times as may be
necessary  in  the  determination of the Administrative Agent (in the reasonable
exercise  of  its discretion), (A) two duly signed completed copies of the forms
or  statements  required  to  be  provided by such Lender as set forth above, to
establish  the  portion  of  any such sums paid or payable with respect to which
such  Lender  acts  for  its own account that is not subject to U.S. withholding
tax,  and  (B)  two  duly  signed  completed  copies  of IRS Form W-8IMY (or any
successor  thereto),  together  with  any  information  such  Lender  chooses to
transmit  with  such  form,  and any other certificate or statement of exemption
required under the Code, to establish that such Lender is not acting for its own
account  with  respect  to  a  portion  of any such sums payable to such Lender.
(iii)     The  Company shall not be required to pay any additional amount to any
Foreign  Lender  under Section 3.01 (A) with respect to any Taxes required to be
deducted or withheld on the basis of the information, certificates or statements
of  exemption  such  Lender  transmits  with an IRS Form W-8IMY pursuant to this
Section  10.15(a)  or  (B)  if  such  Lender  shall  have  failed to satisfy the
foregoing  provisions  of  this  Section  10.15(a); provided that if such Lender
shall  have  satisfied the requirement of this Section 10.15(a) on the date such
Lender  became a Lender or ceased to act for its own account with respect to any
payment  under any of the Loan Documents, nothing in this Section 10.15(a) shall
relieve  the  Company  of  its obligation to pay any amounts pursuant to Section
3.01  in the event that, as a result of any change in any applicable Law, treaty
or  governmental rule, regulation or order, or any change in the interpretation,
administration  or  application  thereof,  such  Lender  is  no  longer properly
entitled  to  deliver forms, certificates or other evidence at a subsequent date
establishing  the fact that such Lender or other Person for the account of which
such  Lender  receives  any  sums payable under any of the Loan Documents is not
subject  to  withholding  or  is  subject  to  withholding  at  a  reduced rate.
(iv)     The  Administrative  Agent  may,  without reduction, withhold any Taxes
required  to  be  deducted  and  withheld from any payment under any of the Loan
Documents  with  respect  to which the Company is not required to pay additional
amounts  under  this  Section  10.15(a).
(b)     Upon  the  request  of  the  Administrative Agent, each Lender that is a
"United  States  person"  within  the meaning of Section 7701(a)(30) of the Code
shall  deliver  to  the Administrative Agent two duly signed completed copies of
IRS  Form  W-9.  If  such  Lender  fails  to  deliver  such  forms,  then  the
Administrative  Agent  may  withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
     without  reduction.
(c)     If  any Governmental Authority asserts that the Administrative Agent did
not  properly  withhold or backup withhold, as the case may be, any tax or other
amount from payments made to or for the account of any Lender, such Lender shall
indemnify  the  Administrative  Agent  therefor,  including  all  penalties  and
interest,  any  taxes  imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section 10.15, and costs and expenses (including
Attorney  Costs)  of  the  Administrative  Agent.  The obligation of the Lenders
under  this  Section  10.15  shall  survive  the  termination  of  the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the  Administrative  Agent.
10.16     Replacement  of  Lenders
     .  Under  any  circumstances  set  forth  herein providing that the Company
shall  have  the  right  to  replace  a Lender as a party to this Agreement, the
Company  may,  upon  notice to such Lender and the Administrative Agent, replace
such Lender by causing such Lender to assign its Commitment (with the assignment
fee  to be paid by the Company in such instance) pursuant to Section 10.07(b) to
one  or  more  other  Lenders  or  Eligible  Assignees  procured by the Company;
provided,  however,  that  if  the  Company  elects  to exercise such right with
respect  to  any  Lender  pursuant  to Section 3.06(b), it shall be obligated to
replace all Lenders that have made similar requests for compensation pursuant to
Section  3.01  or  3.04.  The  Company  shall  (x)  pay  in  full all principal,
interest,  fees  and  other  amounts  owing  to  such Lender through the date of
replacement  (including  any  amounts  payable  pursuant  to  Section 3.05), (y)
provide  appropriate  assurances  and  indemnities (which may include letters of
credit)  to  the  L/C  Issuer  and  the Swing Line Lender as each may reasonably
require  with  respect  to  any  continuing  obligation  to  fund  participation
interests  in  any L/C Obligations or any Swing Line Loans then outstanding, and
(z)  release  such  Lender  from  its obligations under the Loan Documents.  Any
Lender  being  replaced  shall  execute and deliver an Assignment and Assumption
with  respect  to  such  Lender's  Commitment  and  outstanding  Loans  and
participations  in  L/C  Obligations  and  Swing  Line  Loans.
10.17     Governing  Law
     .
(a)     THIS  AGREEMENT  AND  EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAW  OF  THE  STATE  OF  NEW  YORK.
(b)     ANY  LEGAL  ACTION  OR  PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER  LOAN  DOCUMENT  MAY  BE  BROUGHT  IN  THE COURTS OF THE STATE OF NEW YORK
SITTING  IN  NEW  YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH  STATE,  AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY, EACH
AGENT  AND  EACH  LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE  NON-EXCLUSIVE  JURISDICTION  OF  THOSE COURTS.  THE COMPANY, EACH AGENT AND
EACH  LENDER  IRREVOCABLY  WAIVES  ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING  OF  VENUE  OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW  OR  HEREAFTER  HAVE  TO  THE  BRINGING  OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION  IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
THE  COMPANY, EACH AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT  OR  OTHER  PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
THE  LAW  OF  SUCH  STATE.
(c)     THE  COMPANY  HEREBY  IRREVOCABLY  DESIGNATES,  APPOINTS AND EMPOWERS US
CORPORATION  SYSTEMS  WITH  OFFICES ON THE DATE HEREOF IN NEW YORK, NEW YORK (OR
SUCH  OTHER  AGENT  TO RECEIVE SERVICE OF PROCESS IN NEW YORK, NEW YORK (OR SUCH
OTHER  AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK, NEW YORK AS A REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT), AS ITS DESIGNEE, APPOINTEE AND AGENT TO
RECEIVE,  ACCEPT  AND  ACKNOWLEDGE  FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS
PROPERTY,  SERVICE  OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS
WHICH  MAY  BE  SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF FOR ANY REASON SUCH
DESIGNEE,  APPOINTEE,  AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE
COMPANY  AGREES  TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK ON
THE  TERMS  AND  FOR  THE  PURPOSES  OF  THIS  PROVISION  SATISFACTORY  TO  THE
ADMINISTRATIVE  AGENT  UNDER  THIS  AGREEMENT.  THE  COMPANY FURTHER IRREVOCABLY
CONSENTS  TO  THE  SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY  SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED  MAIL,  POSTAGE  PREPAID,  TO  THE COMPANY AT ITS ADDRESS SET FORTH ON
SCHEDULE  12.02,  SUCH  SERVICE  TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.
NOTHING  HEREIN  SHALL  AFFECT  THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS
AGREEMENTS,  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  BORROWER  IN  ANY  OTHER  JURISDICTION.
10.18     Judgment
     .  (a)  If  for  the  purposes  of  obtaining  judgment  in any court it is
necessary  to  convert a sum due hereunder in Dollars into another currency, the
parties  hereto  agree,  to  the fullest extent that they may effectively do so,
that  the rate of exchange used shall be that at which in accordance with normal
banking  procedures  the  Administrative  Agent could purchase Dollars with such
other currency at the Administrative Agent's principal office in London at 11:00
A.M. (London time) on the Business Day preceding that on which final judgment is
given.
(b)     If  for  the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder in a Committed Currency into Dollars, the parties
     agree  to the fullest extent that they may effectively do so, that the rate
of  exchange  used  shall  be  that  at  which in accordance with normal banking
procedures  the Administrative Agent could purchase such Committed Currency with
Dollars  at  the Administrative Agent's principal office in London at 11:00 A.M.
(London  time)  on  the  Business  Day preceding that on which final judgment is
given.
(c)     The  obligation  of the Company in respect of any sum due from it in any
currency  (the  "Primary  Currency")  to  any Lender or the Administrative Agent
hereunder  shall,  notwithstanding  any  judgment  in  any  other  currency,  be
discharged only to the extent that on the Business Day following receipt by such
Lender  or the Administrative Agent (as the case may be), of any sum adjudged to
be  so  due  in such other currency, such Lender or the Administrative Agent (as
the  case  may be) may in accordance with normal banking procedures purchase the
applicable  Primary  Currency  with  such  other  currency; if the amount of the
applicable  Primary  Currency  so  purchased  is  less than such sum due to such
Lender  or  the  Administrative  Agent  (as  the  case may be) in the applicable
Primary  Currency,  the  Company  agrees,  as  a  separate  obligation  and
notwithstanding  any  such  judgment,  to  indemnify  such  Lender  or  the
Administrative  Agent  (as the case may be) against such loss, and if the amount
of  the  applicable  Primary  Currency  so purchased exceeds such sum due to any
Lender  or  the  Administrative  Agent  (as  the  case may be) in the applicable
Primary  Currency,  such Lender or the Administrative Agent (as the case may be)
agrees  to  remit  to  the  Company  such  excess.
10.19     Substitution  of  Currency
     .  If  a change in any Committed Currency occurs pursuant to any applicable
law,  rule  or  regulation  of  any  governmental,  monetary  or  multi-national
authority,  this  Agreement  (including,  without limitation, the definitions of
Eurocurrency  Rate)  will  be  amended  to  the  extent  determined  by  the
Administrative Agent (acting reasonably and in consultation with the Company) to
be  necessary  to  reflect the change in currency and to put the Lenders and the
Company  in  the same position, so far as possible, that they would have been in
if  no  change  in  such  Committed  Currency  had  occurred.
10.20     Binding  Effect
     .  This  Agreement  shall become effective when it shall have been executed
by  the  Company  and  the Administrative Agent shall have been notified by each
Lender,  Swing  Line Lender and the L/C Issuer that each such Lender, Swing Line
Lender  and  the L/C Issuer has executed it and thereafter shall be binding upon
and  inure  to  the benefit of the Company, each Agent and each Lender and their
respective  successors  and  assigns, except that the Company shall not have the
right  to  assign  its rights hereunder or any interest herein without the prior
written  consent  of  the  Lenders.
10.21     Waiver  of  Right  to  Trial  by  Jury
     .  EACH  PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY  JURY  OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT  OR  IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF  THE  PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS  RELATED  THERETO,  IN  EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING,  AND  WHETHER  FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY  AGREES  AND  CONSENTS  THAT  ANY  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION  SHALL  BE  DECIDED  BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS  AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.21
WITH  ANY  COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE  WAIVER  OF  THEIR  RIGHT  TO  TRIAL  BY  JURY.

<PAGE>

NYDOCS03/666015     MacDermid  2003  Credit  Agreement
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  date  first  above  written.
MACDERMID,  INCORPORATED

By:
Name:
Title:

<PAGE>
BANK  OF  AMERICA,  N.A.,  as
Administrative  Agent

By:  ________________________________
Name:  Wendy  Gorman
Title:    Managing  Director


<PAGE>
BANK  OF  AMERICA,  N.A.,  as  a  Lender,  L/C  Issuer  and  Swing  Line  Lender

By:  ________________________________
Name:  Wendy  Gorman
Title:    Managing  Director


<PAGE>
BANC  OF  AMERICA  SECURITIES  LLC,  as  Co-Lead  Arranger and Sole Book Manager

By:
Name:
                              Title:

<PAGE>
FLEET  NATIONAL  BANK,  as  Co-Lead  Arranger  and  Lender

By:
Name:  Deanne  Horn
                              Title:    Director

<PAGE>
CITIZENS  BANK  OF  MASSACHUSETTS

By:
Name:  Stephanie  Epkins
                              Title:    Vice  President

<PAGE>
COMERICA  BANK

By:
Name:  Stacey  Judd
                              Title:     Account  Officer

<PAGE>
ABN-AMRO  BANK  N.V.

By:
Name:
                              Title:

                                                                  EXECUTION COPY
                               SECURITY AGREEMENT
                              Dated April 28, 2003
                                      From
                         The Grantors referred to herein
                                   as Grantors
                                       to
                              Bank of America, N.A.
                             as Administrative Agent


<PAGE>

                         T A B L E  O F  C O N T E N T S
Section     Page
<TABLE>
<CAPTION>



<S>          <C>                                                                              <C>
Section 1 .  Grant of Security                                                                 2
Section 2..  Security for Obligations                                                          3
Section 3..  Grantors Remain Liable                                                            4
Section 4..  Representations and Warranties                                                    4
Section 5..  Further Assurances                                                                6
Section 6..  As to Inventory                                                                   7
Section 7..  Insurance                                                                         7
Section 8..  Post-Closing Changes; Bailees; Collections on Receivables and Related Contracts   8
Section 9..  As to Letter-of-Credit Rights                                                     9
Section 10.  Transfers and Other Liens                                                        10
Section 11.  Administrative Agent Appointed Attorney-in-Fact                                  10
Section 12.  Administrative Agent May Perform                                                 10
Section 13.  The Administrative Agent's Duties                                                10
Section 14.  Remedies                                                                         11
Section 15.  Indemnity and Expenses                                                           12
Section 16.  Amendments; Waivers; Additional Grantors; Etc.                                   13
Section 17.  Notices; Etc.                                                                    13
Section 18.  Continuing Security Interest; Assignments under the Credit Agreement             14
Section 19.  Release; Termination                                                             14
Section 20.  Execution in Counterparts                                                        15
Section 21.  Jurisdiction                                                                     15
Section 22.  Governing Law                                                                    15
Section 23.  Waiver of Jury Trial                                                             15
</TABLE>


<TABLE>
<CAPTION>



<S>           <C>  <C>

Schedules
------------
Schedule I      -  Location, Chief Executive Office, Place Where
                   Agreements Are Maintained, Type of Organization,
                   Jurisdiction of Organization and Organizational
                   Identification Number
Schedule II.    -  Pledged Equity and Pledged Debt
Schedule III    -  Locations of Inventory
Schedule IV.    -  Changes in Name, Location, Etc.
</TABLE>




<TABLE>
<CAPTION>



<S>        <C>  <C>
Exhibits
--------
Exhibit A    -  Form of Security Agreement Supplement
Exhibit B    -  Form of Sharing of Payments Letter
</TABLE>




<PAGE>

                               SECURITY AGREEMENT
     SECURITY AGREEMENT dated April 28, 2003, made by MacDERMID, INCORPORATED, a
Connecticut  corporation  (the  "Borrower"),  the  other  Persons  listed on the
signature  pages  hereof  and the Additional Grantors (as defined in Section 16)
(the  Borrower,  the  Persons  so  listed  and  the  Additional  Grantors being,
collectively, the "Grantors"), to BANK OF AMERICA, N.A., as administrative agent
(in  such  capacity,  together  with  any  successor  collateral agent appointed
pursuant  to  Article  IX  of the Credit Agreement (as hereinafter defined), the
"Administrative  Agent")  for  the Lenders (as defined in the Credit Agreement),
the  Administrative  Agent,  the Swap Creditors (as hereinafter defined) and the
Bilateral  Lenders  (as  hereinafter  defined).  The Lenders, the Administrative
Agent,  the  Swap  Creditors  and the Bilateral Lenders, collectively, being the
"Secured  Parties".
PRELIMINARY  STATEMENTS.
(1)     The  Borrower,  the  Lenders  from  time  to  time party thereto and the
Administrative  Agent  are  party to the Credit Agreement, dated as of April 28,
2003  (as amended, amended and restated, supplemented or otherwise modified from
time  to  time  in  accordance  with  its  terms  and  in  effect,  the  "Credit
Agreement").
(2)     Pursuant  to  the  Credit Agreement, the Grantors are entering into this
Agreement  in order to grant to the Administrative Agent for the ratable benefit
of  the  Secured  Parties  a security interest in the Collateral (as hereinafter
defined).
(3)     Each  Grantor  is the owner of shares of stock or other Equity Interests
(the  "Initial Pledged Equity") set forth opposite such Grantor's name on and as
otherwise  described  in  Part I of Schedule II hereto and issued by the Persons
named  therein  and  of  the indebtedness (the "Initial Pledged Debt") set forth
opposite such Grantor's name on and as otherwise describe in Part II of Schedule
II  hereto  and  issued  by  the  obligors  named  therein.
(4)     It  is a condition precedent to the Initial Credit Extension (as defined
in  the  Credit  Agreement), that the Grantors shall have granted the assignment
and  security  interest  and made the pledge and assignment contemplated by this
Agreement.
(5)     Each  Grantor  will  derive substantial direct and indirect benefit from
the  transactions  contemplated  by  the  Loan  Documents.
(6)     Terms  defined in the Credit Agreement and not otherwise defined in this
Agreement  are  used  in  this  Agreement  as  defined  in the Credit Agreement.
Further,  unless otherwise defined in this Agreement or in the Credit Agreement,
terms  defined  in  Article  8  or 9 of the UCC (as defined below) and/or in the
Federal  Book Entry Regulations (as defined below) are used in this Agreement as
such  terms  are  defined  in  such Article 8 or 9 and/or the Federal Book Entry
Regulations.  "UCC" means the Uniform Commercial Code as in effect, from time to
time,  in  the  State of New York; provided that, if perfection or the effect of
perfection  or  non-perfection  or  the priority of any security interest in any
Collateral  is  governed  by  the  Uniform  Commercial  Code  as  in effect in a
jurisdiction  other  than  the  State  of  New  York,  "UCC"  means  the Uniform
Commercial  Code  as  in effect from time to time in such other jurisdiction for
purposes  of  the  provisions  hereof  relating  to  such  perfection, effect of
perfection  or  non-perfection  or  priority.  The  term  "Federal  Book  Entry
Regulations"  means  (a)  the  federal  regulations  contained  in  Subpart  B
("Treasury/Reserve  Automated  Debt Entry System (TRADES)") governing book-entry
securities  consisting  of  U.S.  Treasury  bonds, notes and bills and Subpart D
("Additional  Provisions")  of  31  C.F.R. Part 357, 31 C.F.R.   357.2,   357.10
through   357.14  and   357.41  through   357.44  and  (b)  to  the  extent
substantially  identical  to  the  federal regulations referred to in clause (a)
above  (as in effect from time to time), the federal regulations governing other
book-entry  securities.
     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lenders  to  enter into the Credit Agreement and to make Loans and issue Letters
of  Credit  under  the  Credit  Agreement from time to time, each Grantor hereby
agrees  with  the  Administrative  Agent  for the ratable benefit of the Secured
Parties  as  follows:
Section  1.     Grant  of  Security
     .  Each Grantor hereby pledges to the Administrative Agent, for the ratable
benefit  of  the Secured Parties, and hereby grants to the Administrative Agent,
for  the  ratable  benefit  of the Secured Parties, a security interest in, such
Grantor's right, title and interest in and to the following, in each case, as to
each  type  of property described below, whether now owned or hereafter acquired
by  such  Grantor,  wherever  located,  and whether now or hereafter existing or
arising  (collectively,  the  "Collateral"):
(a)     all  inventory  located  in  the  United States of America in all of its
forms,  including,  without  limitation, (i) all raw materials, work in process,
finished  goods  and  materials used or consumed in the manufacture, production,
preparation or shipping thereof, (ii) similar goods in which such Grantor has an
     interest  in  mass  or  a  joint  or  other  interest  or right of any kind
(including,  without  limitation, goods in which such Grantor has an interest or
right  as  consignee)  and  (iii)  goods  that are returned to or repossessed or
stopped  in  transit  by  such Grantor), and all accessions thereto and products
thereof  and  documents  therefor,  and all software related thereto, including,
without  limitation,  software  that is embedded in and is part of the inventory
but excluding in each case equipment (other than finished goods), fixtures, real
estate  and  improvements  thereon  (any  and  all  such  property  being  the
"Inventory");
(b)     all Accounts, as defined in Section 9-102 of the UCC that are payable in
the  United  States  of  America and/or payable to any Grantor organized under a
jurisdiction  located  in  the  United  States  of America, arising out of or in
connection  with  the  sale  or  lease of goods or the rendering of services and
whether  or  not earned by performance (being the "Receivables"), and all rights
now or hereafter existing in and to all supporting obligations and in and to all
security  agreements,  mortgages,  Liens,  leases,  letters  of credit and other
contracts  securing  or  otherwise relating to the foregoing property (being the
"Related  Contracts");
(c)     the  following  (the  "Security  Collateral"):
(i)     the  Initial  Pledged  Equity and the certificates, if any, representing
the Initial Pledged Equity, and all dividends, distributions, return of capital,
     cash, instruments and other property from time to time received, receivable
or  otherwise  distributed  in  respect  of or in exchange for any or all of the
Initial  Pledged  Equity and all subscription warrants, rights or options issued
thereon  or  with  respect  thereto;
(ii)     the  Initial  Pledged  Debt and the instruments, if any, evidencing the
Initial  Pledged  Debt,  and  all interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in  exchange  for  any  or  all  of  the  Initial  Pledged  Debt;
(iii)     all additional shares of stock and other Equity Interests of or in any
issuer  of  the Initial Pledged Equity or any successor entity from time to time
acquired  by such Grantor in any manner (such shares and other Equity Interests,
together  with the Initial Pledged Equity, being the "Pledged Equity"; provided,
however,  that  at  all  times,  with  respect  to  capital  stock  of  Foreign
Subsidiaries,  only  66%  of  the  capital  stock  of  such  Grantor's  Foreign
Subsidiaries  shall be considered Pledged Equity), and the certificates, if any,
representing  such  additional  shares, and all dividends, cash, instruments and
other  property  from time to time received, receivable or otherwise distributed
in  respect  of  or  in  exchange  for  any  or  all  of  such  shares;
(iv)     all  additional  indebtedness from time to time owed to such Grantor by
any  obligor  of  the  Initial  Pledged  Debt  or  any  successor  entity  (such
indebtedness,  together with the Initial Pledged Debt, being the "Pledged Debt")
and  the  instruments,  if  any, evidencing such indebtedness, and all interest,
cash,  instruments  and other property from time to time received, receivable or
otherwise  distributed  in  respect  of  or  in  exchange for any or all of such
indebtedness;  and
(d)     all  books  and  records (including, without limitation, customer lists,
credit  files,  computer  programs,  software,  printouts  and  other  computer
materials  and records) of such Grantor pertaining to any of the Collateral; and
(e)     all proceeds of, collateral for, and supporting obligations relating to,
any  and  all  of  the  Collateral  (including,  without  limitation,  proceeds,
collateral  and  supporting  obligations  that  constitute property of the types
described in clauses (a) through (d) of this Section 1 and this clause (e)) and,
to  the  extent not otherwise included, all payments under insurance (whether or
not  the  Administrative  Agent  is  the  loss payee thereof), or any indemnity,
warranty  or  guaranty, payable by reason of loss or damage to or otherwise with
respect  to  any  of  the  foregoing  Collateral.
Section  2.     Security  for  Obligations
     .  This  Agreement secures, in the case of each Grantor, (i) the payment of
all  Obligations  of  such  Grantor  now  or  hereafter  existing under the Loan
Documents,  whether  direct or indirect, absolute or contingent, and whether for
principal,  reimbursement  obligations,  interest,  fees,  premiums,  penalties,
indemnifications, contract causes of action, costs, expenses or otherwise or any
Obligations in respect of cash management services owing to any Lender Party and
(ii)  all  obligations  of  such Grantor under any Secured Swap Contract entered
into  with a Swap Creditor in compliance with the Credit Agreement, or under any
bilateral  credit agreement (a "Secured Bilateral") entered into by the Borrower
or  a  Subsidiary of the Borrower that is organized under the laws of the United
States  with  any  Lender  (a  "Bilateral Lender") in compliance with the Credit
Agreement,  whether  direct or indirect, absolute or contingent, and whether for
principal,  reimbursement  obligations,  interest,  fees,  premiums,  penalties,
indemnifications,  contract  causes of action, costs, expenses or otherwise, but
only  to  the  extent  (x)  that  the  Borrower  has consented in writing to the
addition  of  any  such  Swap Creditor and/or Bilateral Lender and (y) each such
Swap  Creditor  or  each such Bilateral Lender has executed and delivered to the
Administrative Agent a letter in substantially the form of Exhibit B hereto (all
such  obligations  being  the  "Secured  Obligations").
Section  3.     Grantors  Remain  Liable
     .  Anything  herein to the contrary notwithstanding, (a) each Grantor shall
remain  liable  under  the  contracts  and agreements included in such Grantor's
Collateral  to  the  extent  set  forth therein to perform all of its duties and
obligations  thereunder  to  the  same  extent as if this Agreement had not been
executed,  (b)  the  exercise  by  the Administrative Agent of any of the rights
hereunder  shall  not  release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral and (c) no Secured
Party  shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement, any other Loan Document,
any  Swap  Contract  or  any  Secured  Bilateral  nor shall any Secured Party be
obligated  to perform any of the obligations or duties of any Grantor thereunder
or  to  take  any  action  to  collect or enforce any claim for payment assigned
hereunder.
Section  4.     Representations  and  Warranties
     .  Each  Grantor  represents  and  warrants  as  follows:
(a)     Such  Grantor's  exact legal name, as defined in Section 9-503(a) of the
UCC,  is  correctly  set  forth  in  Schedule I hereto.  Such Grantor is located
(within  the  meaning  of  Section 9-307 of the UCC) and has its chief executive
office,  and the office in which it maintains all originals of all chattel paper
that  evidence  Receivables  of  such  Grantor, in the state or jurisdiction set
forth in Schedule I hereto.  The information set forth in Schedule I hereto with
     respect  to  such  Grantor  is  true and accurate in all material respects.
(b)     All Inventory (other than Inventory in transit in the ordinary course of
business)  of  such  Grantor  is  located  at  the  places specified therefor in
Schedule  III  hereto,  as  such  Schedule  III may be amended from time to time
pursuant  to  Section  6(a).  All Security Collateral consisting of certificated
securities  and  instruments  have  been  delivered to the Administrative Agent.
(c)     Such Grantor is the legal and beneficial owner of the Collateral of such
Grantor free and clear of any Lien, claim, option or right of others, except for
the  security  interest  created under this Agreement and as otherwise permitted
under  the  Credit  Agreement.  No  effective  financing  statement  or  other
instrument  similar  in  effect  covering  all or any part of such Collateral or
listing  such  Grantor or any trade name of such Grantor as debtor is on file in
any  recording  office,  except  such  as  may  have  been filed in favor of the
Administrative  Agent  relating  to the Loan Documents or as otherwise permitted
under  the  Credit  Agreement.
(d)     Such Grantor has exclusive possession and control of the Inventory other
than  Inventory  in  transit  and  Inventory  stored  at  any leased premises or
warehouse,  as  such  Schedule  III may be amended from time to time pursuant to
Section  6(a).
(e)     The  Pledged  Equity  pledged  by  such  Grantor hereunder has been duly
authorized  and  validly  issued  and  is  fully  paid and non-assessable.  With
respect  to  the Pledged Equity that is an uncertificated security, such Grantor
has caused the issuer thereof either (i) to register the Administrative Agent as
the  registered  owner  of  such  security  or (ii) to agree in an authenticated
record  with  such  Grantor  and  the Administrative Agent that such issuer will
comply  with  instructions  with  respect  to  such  security  originated by the
Administrative  Agent  without further consent of such Grantor.  If such Grantor
is  an  issuer  of  Pledged  Equity,  such Grantor confirms that it has received
notice  of  such  security  interest.  The  Pledged Debt pledged by such Grantor
hereunder  is,  to  the  best  of each Grantor's knowledge, the legal, valid and
binding  obligation  of  the  issuers  thereof  and  is  not  in default and, if
evidenced  by one or more promissory notes, shall be delivered to the Collateral
Agent.
(f)     The  Initial  Pledged  Equity  pledged  by  such Grantor constitutes the
percentage of the issued and outstanding Equity Interests of the issuers thereof
indicated  on  Schedule  II hereto.  The Initial Pledged Debt constitutes all of
the  outstanding indebtedness owed to such Grantor by the issuers thereof and is
outstanding  in  the  principal  amount  indicated  on  Schedule  II  hereto.
(g)     All  filings  and  other  actions  (including,  without  limitation, (A)
actions  necessary to obtain control of Collateral as provided in Sections 9-105
and  9-107  of  the  UCC,  as  in  effect  in  the  jurisdiction  governing such
transferable  record  and  (B)  actions  necessary to perfect the Administrative
Agent's  security interest with respect to Collateral evidenced by a certificate
of  ownership)  necessary  to perfect the security interest in the Collateral of
such  Grantor  created under this Agreement have been duly made or taken and are
in  full  force  and  effect.
(h)     No authorization or approval or other action by (other than UCC filings)
any  governmental  authority  or  regulatory  body  or  any other third party is
required  for  (i)  the  grant  by  such  Grantor  of the assignment, pledge and
security  interest  granted  hereunder  or  for  the  execution,  delivery  or
performance  of  this  Agreement  by  such  Grantor,  (ii)  the  perfection  or
maintenance  of  the  assignment, pledge and security interest created hereunder
(including  the  first  priority  nature  of such assignment, pledge or security
interest,  if  applicable),  except for the filing of financing and continuation
statements  under  the  UCC, which financing statements have been duly filed and
are  in full force and effect, or (iii) the exercise by the Administrative Agent
of  its  rights provided for in this Agreement or the remedies in respect of the
Collateral  pursuant  to  this  Agreement.
(i)     The  Inventory that has been produced or distributed by such Grantor has
been  produced in compliance with all requirements of applicable law, including,
without  limitation,  the  Fair  Labor  Standards  Act.
Section  5.     Further  Assurances
     .  (a)  Each  Grantor agrees that from time to time, at the expense of such
Grantor,  such  Grantor  will  promptly  execute  and  deliver,  or  otherwise
authenticate, all further instruments and documents, and take all further action
that  may be necessary or reasonably desirable, or that the Administrative Agent
may  reasonably  request, in order to perfect and protect any pledge or security
interest  granted  or  purported  to  be granted by such Grantor hereunder or to
enable  the Administrative Agent to exercise and enforce its rights and remedies
hereunder  with respect to any Collateral of such Grantor.  Without limiting the
generality  of  the  foregoing,  each  Grantor  will  promptly  with  respect to
Collateral  of such Grantor:  (i) upon the occurrence and during the continuance
of  an  Event  of  Default,  at  the  request  of the Administrative Agent, mark
conspicuously  each  document included in Inventory, each chattel paper included
in  Receivables,  each  Related  Contract and, each of its records pertaining to
such  Collateral  with  a  legend,  in  form  and  substance satisfactory to the
Administrative Agent, indicating that such document, chattel paper or Collateral
is subject to the security interest granted hereby; (ii) upon the occurrence and
during  the  continuance  of  an  Event  of  Default,  at  the  request  of  the
Administrative  Agent, if any such Collateral shall be evidenced by a promissory
note  or  other  instrument  or  chattel  paper,  deliver  and  pledge  to  the
Administrative  Agent  hereunder  such  note or instrument or chattel paper duly
indorsed and accompanied by duly executed instruments of transfer or assignment,
all  in  form  and  substance  satisfactory  to  the Administrative Agent; (iii)
execute  or  authenticate and file such financing or continuation statements, or
amendments  thereto,  and such other instruments or notices, as may be necessary
or  reasonably desirable, or as the Administrative Agent may reasonably request,
in  order  to perfect and preserve the security interest granted or purported to
be  granted  by  such Grantor hereunder; (iv) upon the occurrence and during the
continuance  of an Event of Default, at the request of the Administrative Agent,
take all action necessary to ensure that the Administrative Agent has control of
Collateral  consisting  of electronic chattel paper, letter-of-credit rights and
transferable  records  as  provided  in Sections 9-105 and 9-107 of the UCC; (v)
upon  the  occurrence  and during the continuance of an Event of Default, at the
request  of  the  Administrative  Agent,  take  all  action  to  ensure that the
Administrative  Agent's  security interest hereunder is noted on any certificate
of  ownership related to any Collateral evidenced by a certificate of ownership;
and (vi) deliver to the Administrative Agent evidence that all other action that
the  Administrative Agent may deem reasonably necessary or desirable in order to
perfect  and  protect  the  security interest created by such Grantor under this
Agreement  has  been  taken.
(b)     Each  Grantor  hereby authorizes the Administrative Agent to file one or
more  financing  or continuation statements, and amendments thereto covering all
assets  and  personal  property  of  a  type  described  in  the  definition  of
Collateral,  including, without limitation, one or more financing statements, in
each  case  without the signature of such Grantor, and regardless of whether any
particular  asset  described in such financing statements falls within the scope
of  the UCC, provided that in each case all such assets fall within the granting
clause  of  this Agreement.  A photocopy or other reproduction of this Agreement
or  any financing statement covering the Collateral or any part thereof shall be
sufficient  as  a  financing  statement  where  permitted  by law.  Each Grantor
ratifies  its  authorization  for  the  Administrative  Agent to have filed such
financing  statements,  continuation statements or amendments filed prior to the
date  hereof.
(c)     Each  Grantor will furnish to the Administrative Agent from time to time
statements  and  schedules  further identifying and describing the Collateral of
such  Grantor  and  such other reports in connection with such Collateral as the
Administrative  Agent  may  reasonably  request,  all  in  reasonable  detail.
Section  6.     As  to  Inventory
     .  (a)  Each  Grantor  will  keep  Inventory  of  such  Grantor (other than
Inventory  sold  in  the  ordinary  course  of  business) at the places therefor
specified  in Section 4(b) or at such other places designated by such Grantor in
such  notice.  Upon  the  giving  of  such  notice,  Schedule II hereto shall be
automatically  amended  to  add  any  new  locations  specified  in  the notice.
(b)     Each  Grantor  will  promptly  furnish  to  the  Administrative  Agent a
statement  respecting  any  loss  or  damage  exceeding $1,000,000 to any of the
Inventory  of  such  Grantor.
(c)     Each  Grantor  will  pay promptly, unless being contested in good faith,
when  due  all property and other taxes, assessments and governmental charges or
levies  imposed  upon, and all claims (including, without limitation, claims for
labor,  materials  and  supplies)  against,  the  Inventory of such Grantor.  In
producing  its Inventory, each Grantor will comply in all material respects with
all  requirements  of  applicable  law,  including, without limitation, the Fair
Labor  Standards  Act.
Section  7.     Insurance
     .  (a)  Each  Grantor  will,  at  its  own expense, maintain insurance with
respect to the Inventory of such Grantor in such amounts, against such risks, in
such  form  and  with  such insurers, as shall be reasonably satisfactory to the
Administrative  Agent  from  time  to  time.  Each  policy  of  each Grantor for
liability  insurance  shall  provide  for all losses to be paid on behalf of the
Administrative  Agent and such Grantor as their interests may appear.  Each such
policy  shall  in addition (i) name such Grantor and the Administrative Agent as
insured  parties  thereunder  (without  any  representation  or  warranty  by or
obligation  upon  the  Administrative Agent) as their interests may appear, (ii)
not  provide  for  any  recourse  against  the Administrative Agent or any other
Secured  Party for payment of premiums or other amounts with respect thereto and
(iii)  provide that at least 10 days' prior written notice of cancellation or of
lapse  shall  be given to the Administrative Agent by the insurer.  Each Grantor
will, if so requested by the Administrative Agent, deliver to the Administrative
Agent  original or duplicate certificates of such insurance and, as often as the
Administrative  Agent  may reasonably request, a report of a reputable insurance
broker  with  respect  to  such  insurance.
(b)     Reimbursement  under  any  liability insurance maintained by any Grantor
pursuant  to  this  Section  7 may be paid directly to the Person who shall have
incurred  liability  covered  by  such insurance.  In case of any loss involving
damage to Inventory when subsection (c) of this Section 7 is not applicable, the
     applicable  Grantor  will make or cause to be made the necessary repairs to
or  replacements  of  such  Inventory,  and  any  proceeds of insurance properly
received by or released to such Grantor shall be used by such Grantor, except as
otherwise  required  hereunder  or  by  the  Credit  Agreement,  to  pay  or  as
reimbursement  for  the  costs  of  such  repairs  or  replacements.
(c)     So  long  as  no Event of Default shall have occurred and be continuing,
all  insurance  payments received by the Administrative Agent in connection with
any  loss,  damage  or  destruction  of  any  Inventory  will be released by the
Administrative  Agent  to  the applicable Grantor for the repair, replacement or
restoration  thereof.  Upon  the  occurrence  and  during the continuance of any
Event  of  Default  or  the  actual  or  constructive  total  loss (in excess of
$10,000,000  per occurrence) of any Inventory, all insurance payments in respect
of  such  Inventory  shall be paid to the Administrative Agent and shall, in the
Administrative  Agent's  sole  discretion,  (i)  be  released  to the applicable
Grantor  to be applied as set forth in the first sentence of this subsection (c)
or  (ii)  be  held as additional Collateral hereunder or applied as specified in
Section  15(b).
Section  8.     Post-Closing  Changes;  Bailees;  Collections on Receivables and
Related  Contracts
     .  (a)  No Grantor will change its name, type of organization, jurisdiction
of  organization,  organizational  identification number from those set forth in
Section  4(a) without first giving at least 30 days' prior written notice to the
Administrative  Agent  and  taking  all  action  reasonably  required  by  the
Administrative  Agent  for  the purpose of perfecting or protecting the security
interest  granted  by  this  Agreement.  Each Grantor will hold and preserve its
records  relating  to the Collateral, including, without limitation, the Related
Contracts,  and  will  permit representatives of the Administrative Agent at any
time  during  normal  business  hours  to  inspect  and make abstracts from such
records  and  other  documents.  If  the Grantor does not have an organizational
identification  number  and  later  obtains  one,  it  will forthwith notify the
Administrative  Agent  of  such  organizational  identification  number.
(b)     If  any  Collateral  of  any Grantor is at any time in the possession or
control  of  a  warehouseman, bailee or agent, or if the Administrative Agent so
requests, such Grantor will (i) notify such warehouseman, bailee or agent of the
     security  interest  created  hereunder, (ii) upon the occurrence and during
the  continuance  of  an  Event of Default, at the request of the Administrative
Agent,  instruct  such warehouseman, bailee or agent to hold all such Collateral
solely for the Administrative Agent's account subject only to the Administrative
Agent's instructions, (iii) upon the occurrence and during the continuance of an
Event  of  Default, at the request of the Administrative Agent, use best efforts
to  cause  such  warehouseman,  bailee  or  agent  to  authenticate  a  record
acknowledging that it holds possession of such Collateral for the Administrative
Agent's  benefit  and shall act solely on the instructions of the Administrative
Agent  without  the further consent of the Grantor or any other Person, and (iv)
upon  the  occurrence  and during the continuance of an Event of Default, at the
request of the Administrative Agent, make such authenticated record available to
the  Administrative  Agent.
(c)     Except  as  otherwise provided in this subsection (c), each Grantor will
continue  to  collect,  at  its own expense, all amounts due or to become due to
such  Grantor  under  the Receivables and Related Contracts.  In connection with
such  collections,  such  Grantor  may  take (and, at the Administrative Agent's
direction,  will  take)  such action as such Grantor or the Administrative Agent
may  deem  necessary  or  reasonably  advisable  to  enforce  collection  of the
Receivables  and  Related  Contracts; provided, however, that the Administrative
Agent  shall  have  the  right  at  any time, upon the occurrence and during the
continuance  of a Default or an Event of Default and upon written notice to such
Grantor  of its intention to do so, to notify the obligors under any Receivables
and  Related  Contracts  of  the  assignment  of  such  Receivables  and Related
Contracts  to  the  Administrative  Agent  and  to  direct such obligors to make
payment  of all amounts due or to become due to such Grantor thereunder directly
to  the  Administrative  Agent and, upon such notification and at the expense of
such  Grantor,  to  enforce  collection  of  any  such  Receivables  and Related
Contracts, to adjust, settle or compromise the amount or payment thereof, in the
same  manner  and  to  the  same  extent as such Grantor might have done, and to
otherwise  exercise  all  rights  with  respect  to such Receivables and Related
Contracts,  including,  without limitation, those set forth set forth in Section
9-607  of  the  UCC.  After  receipt  by  any  Grantor  of  the  notice from the
Administrative  Agent  referred to in the proviso to the preceding sentence, (i)
all  amounts  and proceeds (including, without limitation, instruments) received
by  such  Grantor  in  respect  of the Receivables and Related Contracts of such
Grantor  shall  be received in trust for the benefit of the Administrative Agent
and the other Secured Parties hereunder, shall be segregated from other funds of
such Grantor and shall be forthwith paid over to the Administrative Agent in the
same  form  as  so received (with any necessary indorsement) and if any Event of
Default  shall  have  occurred and be continuing, applied as provided in Section
14(b)  and (ii) such Grantor will not adjust, settle or compromise the amount or
payment  of any Receivable or amount due on any Related Contract, release wholly
or  partly  any  obligor  thereof,  or allow any credit or discount thereon.  No
Grantor  will  permit  or  consent  to the subordination of its right to payment
under  any of the Receivables and Related Contracts to any other indebtedness or
obligations  of  the  obligor  thereof.
Section  9.     As  to  Letter-of-Credit  Rights
     .  (a)  Each  Grantor,  by  granting a security interest in its Receivables
consisting  of  letter-of-credit  rights to the Administrative Agent, intends to
(and  hereby  does)  assign  to  the Administrative Agent for the benefit of the
Secured  Parties its rights (including its contingent rights) to the proceeds of
all  Related  Contracts  consisting  of  letters  of  credit  of  which it is or
hereafter  becomes  a  beneficiary.
(b)     Upon  the occurrence and during the continuance of a Default or Event of
Default,  each  Grantor will, promptly upon request by the Administrative Agent,
(i)  notify  (and  such  Grantor  hereby  authorizes the Administrative Agent to
notify) the issuer and each nominated person with respect to each of the Related
     Contracts  consisting  of  letters of credit that the proceeds thereof have
been  assigned  to the Administrative Agent hereunder and any payments due or to
become  due  in  respect  thereof  are to be made directly to the Administrative
Agent  or  its  designee and (ii) arrange for the Administrative Agent to become
the  transferee  beneficiary  of  letter  of  credit.
Section  10.     Transfers  and  Other  Liens
     .  Each  Grantor  agrees  that  it  will  not (i) sell, assign or otherwise
dispose  of,  or  grant any option with respect to, any of the Collateral, other
than  sales,  assignments  and  other  dispositions  of  Collateral, and options
relating  to  Collateral,  permitted under the terms of the Credit Agreement, or
(ii)  create  or  suffer  to  exist  any Lien upon or with respect to any of the
Collateral  of  such  Grantor  except  for  the  pledge, assignment and security
interest  created  under  this  Agreement  and  Permitted  Liens.
Section  11.     Administrative  Agent  Appointed  Attorney-in-Fact
     .  Upon  the  occurrence and during the continuance of an Event of Default,
each Grantor hereby irrevocably appoints the Administrative Agent such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in  the  name  of  such  Grantor  or  otherwise,  from  time  to  time  in  the
Administrative  Agent's  discretion,  to  take  any  action  and  to execute any
instrument  that  the  Administrative  Agent  may deem necessary or advisable to
accomplish  the  purposes  of  this  Agreement,  including,  without limitation:
(a)     to obtain and adjust insurance required to be paid to the Administrative
     Agent  pursuant  to  Section  7,
(b)     to  ask  for, demand, collect, sue for, recover, compromise, receive and
give  acquittance  and  receipts  for  moneys  due and to become due under or in
respect  of  any  of  the  Collateral,
(c)     to  receive,  indorse  and  collect  any  drafts  or  other instruments,
documents  and  chattel  paper,  in connection with clause (a) or (b) above, and
(d)     to  file any claims or take any action or institute any proceedings that
the  Administrative  Agent  may  deem  necessary or reasonably desirable for the
collection  of any of the Collateral or otherwise to enforce compliance with the
terms  and  conditions of any rights of the Administrative Agent with respect to
any  of  the  Collateral.
Section  12.     Administrative  Agent  May  Perform
     .  If  any  Grantor  fails  to  perform any agreement contained herein, the
Administrative  Agent  may,  upon the occurrence and during the continuance of a
Default  or  an  Event  of Default, take such action as the Administrative Agent
reasonably deems necessary to protect the security interest granted hereunder in
the Collateral or to protect the value thereof, but without any obligation to do
so  and without notice, itself perform, or cause performance of, such agreement,
and  the  reasonable expenses of the Administrative Agent incurred in connection
therewith  shall  be  payable  by  such  Grantor  under  Section  15.
Section  13.     The  Administrative  Agent's  Duties
     .  (a)  The  powers  conferred  on  the  Administrative Agent hereunder are
solely  to protect the Secured Parties' interest in the Collateral and shall not
impose  any  duty  upon  it  to  exercise  any such powers.  Except for the safe
custody  of  any  Collateral  in  its  possession  and the accounting for moneys
actually  received  by it hereunder, the Administrative Agent shall have no duty
as  to  any  Collateral,  or as to the taking of any necessary steps to preserve
rights  against  any  parties  or any other rights pertaining to any Collateral.
The  Administrative  Agent  shall be deemed to have exercised reasonable care in
the  custody  and  preservation  of  any  Collateral  in  its possession if such
Collateral  is  accorded  treatment substantially equal to that which it accords
its  own  property.
(b)     Anything  contained  herein  to  the  contrary  notwithstanding,  the
Administrative  Agent may from time to time, when the Administrative Agent deems
it  to  be  necessary, appoint one or more subagents (each a "Subagent") for the
Administrative  Agent  hereunder  with  respect  to  all  or  any  part  of  the
Collateral.  In the event that the Administrative Agent so appoints any Subagent
     with  respect  to  any  Collateral,  (i)  the assignment and pledge of such
Collateral  and the security interest granted in such Collateral by each Grantor
hereunder  shall  be deemed for purposes of this Security Agreement to have been
made  to such Subagent, in addition to the Administrative Agent, for the ratable
benefit  of the Secured Parties, as security for the Secured Obligations of such
Grantor,  (ii)  such  Subagent shall automatically be vested, in addition to the
Administrative  Agent,  with  all  rights,  powers,  privileges,  interests  and
remedies  of the Administrative Agent hereunder with respect to such Collateral,
and  (iii)  the term "Administrative Agent," when used herein in relation to any
rights,  powers,  privileges, interests and remedies of the Administrative Agent
with respect to such Collateral, shall include such Subagent; provided, however,
that no such Subagent shall be authorized to take any action with respect to any
such  Collateral unless and except to the extent expressly authorized in writing
by  the  Administrative  Agent.
Section  14.     Remedies
     .  If  any  Event  of  Default  shall  have  occurred  and  be  continuing:
(a)     The  Administrative  Agent may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
     to  it,  all  the rights and remedies of a secured party upon default under
the  UCC  (whether  or  not the UCC applies to the affected Collateral) and also
may:  (i)  require  each Grantor to, and each Grantor hereby agrees that it will
at  its expense and upon request of the Administrative Agent forthwith, assemble
all  or  part of the Collateral as directed by the Administrative Agent and make
it available to the Administrative Agent at a place and time to be designated by
the  Administrative  Agent  that  is reasonably convenient to both parties; (ii)
without  notice  except  as  specified  below,  sell  the Collateral or any part
thereof  in  one  or  more  parcels  at  public  or  private sale, at any of the
Administrative  Agent's  offices or elsewhere, for cash, on credit or for future
delivery  (without  assumption of any credit risk), and upon such other terms as
the  Administrative  Agent  may  deem  commercially reasonable; (iii) occupy any
premises owned or leased by any of the Grantors where the Collateral or any part
thereof  is  assembled or located for a reasonable period in order to effectuate
its  rights  and  remedies  hereunder  or  under law, without obligation to such
Grantor  in respect of such occupation; and (iv) exercise any and all rights and
remedies  of  any of the Grantors under or in connection with the Collateral, or
otherwise  in  respect of the Collateral, including, without limitation, (A) any
and  all  rights  of  such Grantor to demand or otherwise require payment of any
amount  under,  or performance of any provision of, the Receivables, the Related
Contracts  and  the  other  Collateral  and  (B)  exercise  all other rights and
remedies  with  respect  to the Receivables, the Related Contracts and the other
Collateral,  including,  without limitation, those set forth in Section 9-607 of
the  UCC.  Each  Grantor  agrees  that,  to  the  extent notice of sale shall be
required by law, at least ten business days' prior notice to such Grantor of the
time and place of any public sale or the time after which any private sale is to
be  made  shall  constitute  reasonable  notification.  The Administrative Agent
shall  not  be  obligated to make any sale of Collateral regardless of notice of
sale  having  been  given.  The  Administrative  Agent may adjourn any public or
private  sale  from  time  to  time  by announcement at the time and place fixed
therefor,  and  such  sale  may, without further notice, be made at the time and
place  to  which  it  was  so  adjourned.
(b)     Any  cash  held by or on behalf of the Administrative Agent and all cash
proceeds  received by or on behalf of the Administrative Agent in respect of any
sale  of,  collection  from,  or  other  realization upon all or any part of the
Collateral  may,  in  the discretion of the Administrative Agent, be held by the
Administrative  Agent  as  collateral for, and/or then or at any time thereafter
applied  (after  payment  of  any  amounts  payable  to the Administrative Agent
pursuant  to Section 15) in whole or in part by the Administrative Agent for the
ratable  benefit  of the Secured Parties against, all or any part of the Secured
Obligations,  in  the  following  manner:
(i)     first,  paid  to  the Administrative Agent for any amounts then owing to
the  Administrative  Agent  pursuant  to  Article IX of the Credit Agreement, or
otherwise  under  the  Loan  Documents;  and
(ii)     second,  ratably  (A) paid to the Lenders for any amounts then owing to
them,  in  their  capacities  as  such,  under  the  Loan  Documents  ratably in
accordance  with  such  respective  amounts then owing to such Lenders, provided
that,  for  purposes  of  this  Section  14, the amount owing to any such Lender
pursuant  to  any  Loan  Document  to which it is a party (other than any amount
therefore accrued and unpaid) shall be deemed to be equal to the Agreement Value
therefor (as defined in the Credit Agreement) and (B) used to Cash Collateralize
Letters  of Credit in accordance with Section 2.03 of the Credit Agreement up to
an  amount  equal to 100% of the aggregate maximum amounts available to be drawn
under  all  outstanding  Letters  of  Credit.
Any  surplus  of  such  cash  or  cash  proceeds held by or on the behalf of the
Administrative  Agent  and  remaining  after  payment in full of all the Secured
Obligations shall be paid over to the applicable Grantor or to whomsoever may be
lawfully  entitled  to  receive  such  surplus.
Section  15.     Indemnity  and  Expenses
     .  (a)  Each Grantor agrees to indemnify, defend and save and hold harmless
each  Secured  Party and each of their Affiliates and their respective officers,
directors,  employees,  agents  and advisors (each, an "Indemnified Party") from
and  against,  and  shall  pay  on  demand, any and all claims, damages, losses,
liabilities  and  expenses  (including,  without limitation, reasonable fees and
expenses  of counsel) that may be incurred by or asserted or awarded against any
Indemnified  Party,  in  each  case  arising  out  of  or  in connection with or
resulting  from  this  Agreement  (including, without limitation, enforcement of
this  Agreement),  except  to  the extent such claim, damage, loss, liability or
expense  is  found  in  a final, non-appealable judgment by a court of competent
jurisdiction  to have resulted from such Indemnified Party's gross negligence or
willful  misconduct.
(b)     Each Grantor will upon demand pay to the Administrative Agent the amount
     of  any  and  all  reasonable  expenses, including, without limitation, the
reasonable  fees and expenses of its counsel and of any experts and agents, that
the  Administrative Agent may incur in connection with (i) the administration of
this Agreement, (ii) the custody, preservation, use or operation of, or the sale
of,  collection  from  or  other realization upon, any of the Collateral of such
Grantor,  (iii)  the  exercise  or  enforcement  of  any  of  the  rights of the
Administrative  Agent or the other Secured Parties hereunder or (iv) the failure
by  such  Grantor  to  perform  or  observe  any  of  the  provisions  hereof.
Section  16.     Amendments;  Waivers;  Additional  Grantors;  Etc.
       (a)  No  amendment  or  waiver of any provision of this Agreement, and no
consent  to  any  departure  by  any  Grantor  herefrom,  shall  in any event be
effective  unless  the same shall be in writing and signed by the Administrative
Agent  (acting  with  the  requisite  consent  of the Lenders as provided in the
Credit  Agreement),  and  then such waiver or consent shall be effective only in
the  specific instance and for the specific purpose for which given.  No failure
on  the part of the Administrative Agent or any other Secured Party to exercise,
and  no  delay  in  exercising,  any  right  hereunder shall operate as a waiver
thereof;  nor  shall  any single or partial exercise, of any such right preclude
any  other  or  further  exercise  thereof  or  the exercise of any other right.
(b)     Upon  the  execution and delivery, or authentication, by any Person of a
security  agreement  supplement  in  substantially  the form of Exhibit A hereto
(each  a  "Security Agreement Supplement"), (i) such Person shall be referred to
as an "Additional Grantor" and shall be and become a Grantor hereunder, and each
     reference in this Agreement and the other Loan Documents to "Grantor" shall
also  mean and be a reference to such Additional Grantor,  and each reference in
this  Agreement and the other Loan Documents to "Collateral" shall also mean and
be  a  reference  to  the  Collateral  of  such Additional Grantor, and (ii) the
supplemental schedules I-IV attached to each Security Agreement Supplement shall
be  incorporated  into  and  become  a  part  of  and supplement Schedules I-IV,
respectively,  hereto, and the Administrative Agent may attach such supplemental
schedules to such Schedules; and each reference to such Schedules shall mean and
be  a  reference  to  such  Schedules  as supplemented pursuant to each Security
Agreement  Supplement.
Section  17.     Notices;  Etc.
       All  notices  and  other  communications  provided for hereunder shall be
either (i) in writing (including telegraphic, telecopier or telex communication)
and  mailed,  telegraphed, telecopied, telexed or otherwise delivered or (ii) by
electronic  mail (if electronic mail addresses are designated as provided below)
confirmed  immediately  in  writing,  in  the  case  of  the  Borrower  or  the
Administrative  Agent,  addressed  to  it at its address specified in the Credit
Agreement and, in the case of each Grantor other than the Borrower, addressed to
it  at its address set forth opposite such Grantor's name on the signature pages
hereto or on the signature page to the Security Agreement Supplement pursuant to
which  it  became  a party hereto; or, as to any party, at such other address as
shall be designated by such party in a written notice to the other parties.  All
such  notices  and  other  communications  shall,  when  mailed,  telegraphed,
telecopied,  telexed,  sent  by  electronic mail or otherwise, be effective when
deposited  in  the  mails,  delivered  to  the  telegraph  company,  telecopied,
confirmed by telex answerback, sent by electronic mail and confirmed in writing,
or  otherwise  delivered  (or  confirmed  by  a  signed  receipt), respectively,
addressed  as  aforesaid;  except  that  notices and other communications to the
Administrative Agent shall not be effective until received by the Administrative
Agent.  Delivery  by  telecopier  of an executed counterpart of any amendment or
waiver  of  any  provision  of  this  Agreement  or  of  any  Security Agreement
Supplement  or  Schedule  hereto  shall  be effective as delivery of an original
executed  counterpart  thereof.
Section  18.     Continuing  Security  Interest;  Assignments  under  the Credit
Agreement
     .  This  Agreement  shall  create  a  continuing  security  interest in the
Collateral and shall (a) remain in full force and effect until the latest of (i)
the  indefeasible  payment  in full in cash of the Secured Obligations under the
Credit  Agreement,  (ii)  the  Revolving  Loan  Termination  Date  and (iii) the
termination  or  expiration  of  all Letters of Credit, (b) be binding upon each
Grantor,  its successors and assigns and (c) inure, together with the rights and
remedies  of  the  Administrative Agent hereunder, to the benefit of the Secured
Parties  and  their  respective  successors,  transferees  and assigns.  Without
limiting  the  generality  of the foregoing clause (c), any Lender may assign or
otherwise  transfer  all  or any portion of its rights and obligations under the
Credit  Agreement  (including,  without  limitation,  all  or any portion of its
commitments,  the  advances  or loans owing to it and the note or notes, if any,
held  by  it)  to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Lender herein or
otherwise,  in  each  case  as  provided  in  the  Credit  Agreement.
Section  19.     Release;  Termination
     .  (a)  Upon  any sale, lease, transfer or other disposition of any item of
Collateral  of  any  Grantor  in accordance with the terms of the Loan Documents
(other  than  sales  of  Inventory  in  the  ordinary  course  of business), the
Administrative  Agent  will,  at  such Grantor's expense, execute and deliver to
such Grantor such documents as such Grantor shall reasonably request to evidence
the release of such item of Collateral from the assignment and security interest
granted hereby; provided, however, that (i) at the time of such request and such
release  no  Default  or Event of Default shall have occurred and be continuing,
(ii) such Grantor shall have delivered to the Administrative Agent, at least ten
Business  Days  prior to the date of the proposed release, a written request for
release  describing  the  item  of  Collateral and the terms of the sale, lease,
transfer  or  other  disposition  in  reasonable  detail,  including,  without
limitation, the price thereof and any expenses in connection therewith, together
with  a  form  of  release  for  execution  by  the  Administrative  Agent and a
certificate  of such Grantor to the effect that the transaction is in compliance
with the Loan Documents and as to such other matters as the Administrative Agent
may  request  and  (iii) the proceeds of any such sale, lease, transfer or other
disposition  required  to  be  applied,  or any payment to be made in connection
therewith,  in  accordance  with  the  Credit  Agreement shall, to the extent so
required,  be  paid  or  made to, or in accordance with the instructions of, the
Administrative  Agent  when  and  as  required  under  the  Credit  Agreement.
(b)     Upon  the  latest of (i) the indefeasible payment in full in cash of the
Secured  Obligations  under  the  Credit  Agreement,  (ii)  the  Revolving  Loan
Termination  Date  and  (iii)  the  termination  or expiration of all Letters of
Credit,  the pledge and security interest granted hereby shall terminate and all
rights  to the Collateral shall revert to the applicable Grantor.  Upon any such
termination, the Administrative Agent will, at the applicable Grantor's expense,
     execute  and  deliver  to such Grantor such documents as such Grantor shall
reasonably  request  to  evidence  such  termination.
Section  20.     Execution  in  Counterparts
     .  This  Agreement  may  be executed in any number of counterparts, each of
which  when so executed shall be deemed to be an original and all of which taken
together  shall  constitute one and the same agreement.  Delivery of an executed
counterpart  of  a  signature  page  to  this  Agreement  by telecopier shall be
effective  as  delivery  of  an original executed counterpart of this Agreement.
Section  21.     Jurisdiction
     .  Any  legal  action  or  proceeding with respect to this Agreement may be
brought  in  the courts of the State of New York or of the United States for the
Southern  District of New York, and by execution and delivery of this Agreement,
each  of the parties hereto consents, for itself and in respect of its property,
to  the  non-exclusive jurisdiction of those courts.  Each of the parties hereto
irrevocably waives any objection, including any objection to the laying of venue
or  based  on the grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any action or proceeding in such jurisdiction in respect
of  this  Agreement.  Each  of the parties hereto waives personal service of any
summons,  complaint  or  other  process,  which  may  be made by any other means
permitted  by  New  York  law.
Section  22.     Governing  Law
     .  This  Agreement  shall be governed by, and construed in accordance with,
the  laws  of  the  State  of  New  York.
Section  23.     Waiver  of  Jury  Trial
     .  Each  of  the  parties hereto waives its respective rights to a trial by
jury  of any claim or cause of action based upon or arising out of or related to
this  Agreement  or  the  transactions  contemplated  hereby,  in  any  action,
proceeding or other litigation of any type brought by any of the parties against
any  other party or any Administrative Agent related Person or assignee, whether
with  respect to contract claims, tort claims or otherwise.  Each of the parties
hereto  agrees  that any such claim or cause of action shall be tried by a court
trial  without  a  jury.  Without  limiting the generality of the foregoing, the
parties  hereto  further agree that their respective right to a trial by jury is
waived  by  operation of this Section 23 as to any action, counterclaim or other
proceeding  which  seeks,  in  whole  or  in  part, to challenge the validity or
enforceability  of  this  Agreement  or any provision hereof.  This waiver shall
apply  to  any  subsequent amendments, renewals, supplements or modifications to
this  Agreement.
     IN  WITNESS  WHEREOF,  each  Grantor  has  caused this Agreement to be duly
executed  and  delivered by its officer thereunto duly authorized as of the date
first  above  written.
MacDERMID,  INCORPORATED
By:
     Title:
<TABLE>
<CAPTION>



<S>                                          <C>

Address for Notices for all other Grantors:  MacDERMID TOWER, INC.
                                             MacDERMID TARTAN, INC.
                                             MacDERMID ACUMEN, INC.
                                             MacDERMID EQUIPMENT, INC.
                                             MacDERMID SOUTH ATLANTIC, INC.
                                             MacDERMID OVERSEAS ASIA, LIMITED
                                             MacDERMID EUROPE, INC.
                                             MacDERMID INVESTMENT CORPORATION
                                             MacDERMID SOUTH AMERICA, INC.
                                             SPECIALTY POLYMERS, INC.
                                             ECHO INTERNATIONAL, INC.
                                             W. CANNING INC.
                                             W. CANNING USA, LLC
                                             DYNACIRCUITS, LLC
                                             CANNING GUM, LLC
                                             MacDERMID PRINTING SOLUTIONS, LLC
                                             SUPRATECH SYSTEMS INC.
                                             NAPP SYSTEMS INC.
                                             MacDERMID COLORSPAN, INC.



                                             By:
                                             Title:
</TABLE>