<PAGE>
                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

                       AMENDMENT NO.4 TO CREDIT AGREEMENT

     THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment"), dated as of
February 10, 2006, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a
Delaware corporation (the "Borrower"), the lenders party hereto (the "Lenders")
and WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral Agent, Issuing Bank,
Swingline Bank and Administrative Agent (in such capacities, the "Administrative
Agent").

                                   WITNESSETH

     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to that certain Credit Agreement dated as of June 11, 2003 (as previously
amended and as further amended, modified, supplemented or restated from time to
time, the "Existing Credit Agreement");

     WHEREAS, the Borrower has requested certain amendments to the Existing
Credit Agreement; and

     WHEREAS, the Lenders have agreed to such amendments subject to the terms
and conditions set forth herein.

     NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                     PART 1
                               CERTAIN DEFINITIONS

     1.1 CERTAIN DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment, including its
preamble and recitals, have the following meanings:

     "Amended Credit Agreement" means the Existing Credit Agreement as amended
hereby.

     "Amendment No. 4 Effective Date" has the meaning ascribed thereto in
Section 3.1.

     1.2 OTHER DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and
recitals, have the meanings provided in the Existing Credit Agreement.

<PAGE>

                                     PART 2
                         AMENDMENTS TO CREDIT AGREEMENT

     2.1 AMENDMENTS TO CREDIT AGREEMENT. The Existing Credit Agreement is hereby
amended in its entirety to read in the form attached to this Amendment as
Exhibit A. The modifications to the Existing Credit Agreement shall be effective
as of the Amendment No. 4 Effective Date and shall apply from such date (and not
retroactively) unless otherwise specifically set forth in the Amended Credit
Agreement.

     2.2 SCHEDULES. Those certain Schedules and Exhibits attached to this
Amendment shall replace the corresponding Schedules and Exhibits to the Existing
Credit Agreement, or shall be added to the Credit Agreement, as applicable. All
other Schedules and Exhibits to the Existing Credit Agreement shall not be
modified or otherwise affected.

                                     PART 3
                           CONDITIONS TO EFFECTIVENESS

     3.1 CLOSING CONDITIONS.

     This Amendment shall become effective as of the date hereof (the "Amendment
No. 4 Effective Date") upon satisfaction of the following conditions (in form
and substance reasonably acceptable to the Administrative Agent):

          (a) Executed Amendment. Receipt by the Administrative Agent of a copy
     of this Amendment duly executed by the Borrower and each of the Lenders and
     acknowledged and agreed to by each Subsidiary Guarantor.

          (b) Fees. The Administrative Agent shall have received the fees set
     forth in the Fee Letter, dated January 17, 2006, addressed to the Borrower
     from the Administrative Agent and Wachovia Capital Markets, LLC.

          (c) Legal Opinion. The Administrative Agent shall have received an
     opinion (which shall cover, among other things, absence of violation of law
     or regulation or conflicts with existing Material Contracts (including the
     Senior Subordinated Indenture) and enforceability), satisfactory to the
     Administrative Agent, addressed to the Administrative Agent and the
     Lenders, from legal counsel to the Loan Parties.

          (d) Officer's Certificate. The Administrative Agent shall have
     received a certificate or certificates executed by an officer of the
     Borrower as of the Amendment No. 4 Effective Date stating that (A) all
     consents and approvals of boards of directors, shareholders, governmental
     authorities and other applicable third parties necessary in connection with
     this Amendment have been obtained and remain in full force; (B) there
     exists no action, suit, proceeding or, to such officer's knowledge,
     investigation (whether previously existing, newly instituted or, to such
     officer's knowledge, threatened) before, and no order, injunction or decree
     has been entered by, any court, arbitrator or


                                        2

<PAGE>

     governmental authority, in each case seeking to enjoin, restrain, restrict,
     set aside or prohibit, to impose material conditions upon, or to obtain
     substantial damages in respect of, this Amendment or that could reasonably
     be expected to have a material adverse effect upon the financial condition,
     operations, properties, assets, liabilities or business of the Borrower and
     its subsidiaries taken as a whole, or on the ability of any Loan Party and
     any of its subsidiaries to perform their respective obligations under or in
     connection with the Loan Documents; and (C) immediately after giving effect
     to this Amendment and all the transactions contemplated hereby to occur on
     the Amendment No. 4 Effective Date, (1) no Default or Event of Default
     exists; (2) all representations and warranties contained herein and in the
     Loan Documents (as amended hereby) are true and correct in all material
     respects; and (3) the Borrower is in compliance with each of the financial
     covenants set forth in Section 5.04 of the Credit Agreement.

          (e) Organizational Documents. The Administrative Agent shall have
     received:

               (i) Charter Documents. Copies of the articles of incorporation of
          the Borrower certified to be true and correct as of a recent date by
          the appropriate Governmental Authority of the state of Delaware and
          certified by a Responsible Officer of the Borrower to be true and
          correct as of the Amendment No. 4 Effective Date.

               (ii) Bylaws. A copy of the bylaws of the Borrower certified by a
          Responsible Officer of the Borrower to be true and correct as of the
          Amendment No. 4 Effective Date.

               (iii) Resolutions. Copies of resolutions of the Board of
          Directors of each of the Loan Parties approving and adopting this
          Amendment, the transactions contemplated herein and authorizing
          execution and delivery thereof, certified by a Responsible Officer to
          be true and correct and in force and effect as of the Amendment No. 4
          Effective Date.

               (iv) Good Standing. Copies of certificates of good standing,
          existence or its equivalent with respect to the Borrower certified as
          of a recent date by the appropriate Governmental Authorities of the
          state of incorporation and each other jurisdiction in which the
          failure to so qualify and be in good standing could reasonably be
          expected to have a Material Adverse Effect.

               (v) Incumbency. An incumbency certificate of each Loan Party
          certified by a Responsible Officer of such Loan Party to be true and
          correct as of the Amendment No. 4 Effective Date.

          (f) No Change. There shall not have occurred (i) any material adverse
     change in the financial condition, operations, properties, assets,
     liabilities or business of the Borrower, or the Borrower and its
     subsidiaries taken as a whole, since December 31,


                                        3

<PAGE>

     2004 or (ii) any event, condition or state of facts that could reasonably
     be expected to have any such material adverse change.

          (g) Litigation, etc. There shall be no action, suit, proceeding or, to
     the Borrower's knowledge, investigation (whether previously existing, newly
     instituted or, to the Borrower's knowledge, threatened) before, and no
     order, injunction or decree shall have been entered by, any court,
     arbitrator or governmental authority, in each case seeking to enjoin,
     restrain, restrict, set aside or prohibit, to impose material conditions
     upon, or to obtain substantial damages in respect of, this Amendment or
     that, in the opinion of the Administrative Agent, could reasonably be
     expected to have a material adverse effect upon the financial condition,
     operations, properties, assets, liabilities or business of the Borrower and
     its subsidiaries taken as a whole, or on the ability of any Loan Party and
     any of its subsidiaries to perform their respective obligations under or in
     connection with the Loan Documents.

          (h) Fees and Expenses. The Administrative Agent shall have received
     all fees and expenses of the Administrative Agent in connection with the
     preparation, execution and delivery of this Amendment, including, without
     limitation, the fees and expenses of Moore & Van Allen PLLC for which an
     invoice has been presented to the Borrower.

          (i) Promissory Notes. The Administrative Agent shall have received
     Term Notes executed by the Borrower in favor of each Lender that has
     requested that its Advances be evidenced by a note.

          (j) Funding Indemnity Letter. The Administrative Agent shall have
     received a letter agreement in form and substance satisfactory to the
     Administrative Agent providing for the indemnification by the Borrower of
     the Lenders for any breakage costs incurred relating to the Term Loan to be
     made on the Amendment No. 4 Effective Date.

          (k) Other. The Administrative Agent shall have received such other
     documents, agreements or information which it may reasonably request
     relating to the Loan Parties and the transactions contemplated by this
     Amendment and any other matters relevant hereto or thereto, all in form and
     substance satisfactory to the Administrative Agent.

                                     PART 4
                                  MISCELLANEOUS

     4.1 AMENDED TERMS. All references to the Credit Agreement in each of the
Loan Documents shall hereafter mean the Credit Agreement as amended by this
Amendment. Except as specifically amended hereby or otherwise agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms.


                                        4

<PAGE>

     4.2 REPRESENTATIONS AND WARRANTIES. Each Loan Party represents and warrants
as follows as of the date hereof:

          (a) It has taken all necessary action to authorize the execution,
     delivery and performance of this Amendment.

          (b) This Amendment has been duly executed and delivered by such Loan
     Party and constitutes such Loan Party's valid and legally binding
     obligations, enforceable in accordance with its terms, except as such
     enforceability may be subject to (i) bankruptcy, insolvency,
     reorganization, fraudulent conveyance or transfer, moratorium or similar
     laws affecting creditors' rights generally and (ii) general principles of
     equity (regardless of whether such enforceability is considered in a
     proceeding at law or in equity).

          (c) No consent, approval, authorization or order of, or filing,
     registration or qualification with, any Governmental Authority or third
     party is required in connection with the execution, delivery or performance
     by such Loan Party of this Amendment.

          (d) The representations and warranties set forth in Article IV of the
     Credit Agreement are true and correct in all material respects as of the
     date hereof (except for those which expressly relate to an earlier date).

          (e) There have been no changes to the organizational documents
     (including, as applicable, articles of incorporation, articles of
     formation, bylaws, operating agreement or equivalent organizational
     documents) of any Subsidiary Guarantor since the Effective Date.

     4.3 LOAN DOCUMENT. This Amendment shall constitute a Loan Document under
the terms of the Credit Agreement.

     4.4 ENTIRETY. This Amendment and the other Loan Documents embody the entire
agreement between the parties hereto and supersede all prior agreements and
understandings, oral or written, if any, relating to the subject matter hereof.

     4.5 COUNTERPARTS; TELECOPY. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. Delivery of an
executed counterpart to this Amendment by telecopy shall be effective as an
original and shall constitute a representation that an original will be
delivered.

     4.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                        5

<PAGE>

     4.7 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. The jurisdiction and
waiver of jury trial provisions set forth in Sections 8.12 and 8.14 of the
Credit Agreement are hereby incorporated by reference, mutatis mutandis.

     4.8 FEES. The Borrower agrees to pay all fees and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, the fees and expenses of Moore
& Van Allen PLLC.

                  [remainder of page intentionally left blank]


                                        6

<PAGE>

     IN WITNESS WHEREOF the Borrower, the Lenders, and the Administrative Agent
have caused this Amendment to be duly executed on the date first above written.

BORROWER:                               ESTERLINE TECHNOLOGIES CORPORATION,
                                        a Delaware corporation


                                        By: /s/ ROBERT D. GEORGE
                                            ------------------------------------
                                        Name: Robert D. George
                                        Title: Vice President,
                                               Chief Financial Officer,
                                               Secretary and Treasurer

<PAGE>

ADMINISTRATIVE AGENT,
COLLATERAL AGENT,
ISSUING BANK,
SWINGLINE BANK AND
LENDER:                                 WACHOVIA BANK,
                                        NATIONAL ASSOCIATION,


                                        By: /s/ WILLIAM F. FOX
                                            ------------------------------------
                                        Name: William F. Fox
                                        Title: Director

<PAGE>

LENDERS:                                THE BANK OF NEW YORK,


                                        By: /s/ LISA BROWN
                                            ------------------------------------
                                        Name: Lisa Brown
                                        Title: Managing Director

<PAGE>

                                        KEYBANK NATIONAL ASSOCIATION,


                                        By: /s/ FRANK J. JANCAR
                                            ------------------------------------
                                        Name: Frank J. Jancar
                                        Title: Vice President

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION,


                                        By: /s/ JAMES R. FARMER
                                            ------------------------------------
                                        Name: James R. Farmer
                                        Title: Vice President

<PAGE>

                                        WELLS FARGO BANK, N.A.,


                                        By: /s/ RUSS CARSON
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: VP

<PAGE>

                                        BANK OF AMERICA, N.A.,


                                        By: /s/ ROBERT W. TROUTMAN
                                            ------------------------------------
                                        Name: Robert W. Troutman
                                        Title: Managing Director

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

     The undersigned do hereby acknowledge and consent to the foregoing
Amendment. The undersigned do hereby confirm and agree that, after giving effect
to such Amendment, the Subsidiary Guaranty and each other Loan Document to which
each of the undersigned is a party is and shall continue to be in full force and
effect and is hereby confirmed and ratified in all respects.


                                       ADVANCED INPUT DEVICES, INC.
                                       AMTECH AUTOMATED MANUFACTURING
                                       TECHNOLOGY
                                       ANGUS ELECTRONICS CO.
                                       ARMTEC COUNTERMEASURES CO.
                                       ARMTEC DEFENSE PRODUCTS CO.
                                       AVISTA, INCORPORATED
                                       BVR TECHNOLOGIES CO.
                                       EA TECHNOLOGIES CORPORATION
                                       ESTERLINE SENSORS SERVICES AMERICAS, INC.
                                       (formerly known as Auxitrol Co.)
                                       EQUIPMENT SALES CO.
                                       H.A. SALES CO.
                                       HAUSER INC.
                                       HYTEK FINISHES CO.
                                       JANCO CORPORATION
                                       KIRKHILL-TA CO.
                                       KORRY ELECTRONICS CO.
                                       LEACH HOLDING CORPORATION
                                       LEACH INTERNATIONAL CORPORATION
                                       LEACH TECHNOLOGY GROUP, INC.
                                       MASON ELECTRIC CO.
                                       MC TECH CO.
                                       MEMTRON TECHNOLOGIES CO.
                                       NORWICH AERO PRODUCTS, INC.
                                       PALOMAR PRODUCTS, INC.
                                       PRESSURE SYSTEMS, INC.
                                       PRESSURE SYSTEMS INTERNATIONAL, INC.
                                       SURFTECH FINISHES CO.
                                       UMM ELECTRONICS INC.


                                       By: /s ROBERT D. GEORGE
                                           -------------------------------------
                                       Name: Robert D. George
                                       Its: Secretary

<PAGE>

                                       ESTERLINE TECHNOLOGIES HOLDINGS LIMITED


                                       By: /s ROBERT D. GEORGE
                                           -------------------------------------
                                       Name: Robert D. George
                                       Its: Director

<PAGE>

                                                    EXHIBIT A TO AMENDMENT NO. 4
                                                                  EXECUTION COPY

================================================================================

                                                                   CUSIP NUMBER:

                                CREDIT AGREEMENT

                            Dated as of June 11, 2003

                       and amended as of February 10, 2006

                                      Among

                       ESTERLINE TECHNOLOGIES CORPORATION,
                                  as Borrower,

                      THE INITIAL LENDERS, ISSUING BANK AND
                          SWING LINE BANK NAMED HEREIN,
              as Initial Lenders, Issuing Bank and Swing Line Bank,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Collateral Agent,

                              THE BANK OF NEW YORK,
                              as Syndication Agent,

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                             as Documentation Agent

                                   ----------

                          WACHOVIA CAPITAL MARKETS, LLC
                        (f/k/a Wachovia Securities, LLC),

                     as Co-Lead Arranger and Sole Bookrunner

                                       and

                           BNY CAPITAL MARKETS, INC.,
                               as Co-Lead Arranger

                                   ----------

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                          PAGE
-------                                                                          ----
<S>                                                                              <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

   SECTION 1.01. Certain Defined Terms........................................     2
   SECTION 1.02. Computation of Time Periods; Other Definitional Provisions...    22
   SECTION 1.03. Accounting Terms.............................................    23
   SECTION 1.04. Currency Equivalents Generally...............................    23

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

   SECTION 2.01. The Advances and the Letters of Credit.......................    23
   SECTION 2.02. Making the Advances..........................................    24
   SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters
      of Credit...............................................................    27
   SECTION 2.04. Repayment of Advances........................................    28
   SECTION 2.05. Termination or Reduction of the Commitments..................    30
   SECTION 2.06. Prepayments..................................................    31
   SECTION 2.07. Interest.....................................................    32
   SECTION 2.08. Fees.........................................................    33
   SECTION 2.09. Conversion of Advances.......................................    33
   SECTION 2.10. Increased Costs, Etc.........................................    34
   SECTION 2.11. Payments and Computations....................................    36
   SECTION 2.12. Taxes........................................................    38
   SECTION 2.13. Sharing of Payments, Etc.....................................    40
   SECTION 2.14. Use of Proceeds..............................................    41
   SECTION 2.15. Evidence of Debt.............................................    41
   SECTION 2.16. Defaulting Lenders...........................................    42
   SECTION 2.17. Additional Loans.............................................    42

ARTICLE III CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

   SECTION 3.01. Conditions Precedent to Initial Extension of Credit..........    43
   SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and
      Renewal.................................................................    48

ARTICLE IV REPRESENTATIONS AND WARRANTIES

   SECTION 4.01. Representations and Warranties of the Loan Parties...........    48

ARTICLE V COVENANTS OF THE LOAN PARTIES

   SECTION 5.01. Affirmative Covenants........................................    54
   SECTION 5.02. Negative Covenants...........................................    57
   SECTION 5.03. Reporting Requirements.......................................    65
   SECTION 5.04. Financial Covenants..........................................    68

ARTICLE VI EVENTS OF DEFAULT

   SECTION 6.01. Events of Default............................................    68
   SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.....    71
</TABLE>


                                        i

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                              <C>
ARTICLE VII THE AGENTS

   SECTION 7.01. Authorization and Action.....................................    71
   SECTION 7.02. Agents' Reliance, Etc........................................    72
   SECTION 7.03. Wachovia and Affiliates......................................    72
   SECTION 7.04. Lender Party Credit Decision.................................    72
   SECTION 7.05. Indemnification..............................................    73
   SECTION 7.06. Successor Agents.............................................    74
   SECTION 7.07. Bookrunner/ Co-Arranger, Co-Arranger, Syndication Agent
      and Documentation Agent Have No Liability...............................    74

ARTICLE VIII MISCELLANEOUS

   SECTION 8.01. Amendments, Etc..............................................    74
   SECTION 8.02. Notices, Etc.................................................    76
   SECTION 8.03. No Waiver; Remedies; Entire Agreement........................    76
   SECTION 8.04. Costs and Expenses...........................................    77
   SECTION 8.05. Right of Set-off.............................................    78
   SECTION 8.06. Binding Effect...............................................    78
   SECTION 8.07. Assignments and Participations...............................    79
   SECTION 8.08. Execution in Counterparts....................................    81
   SECTION 8.09. No Liability of the Issuing Bank.............................    81
   SECTION 8.10. Confidentiality..............................................    82
   SECTION 8.11. Judgment Currency............................................    82
   SECTION 8.12. Release of Collateral........................................    83
   SECTION 8.13. JURISDICTION, ETC............................................    83
   SECTION 8.14. GOVERNING LAW................................................    83
   SECTION 8.15. WAIVER OF JURY TRIAL.........................................    84
</TABLE>


                                       ii

<PAGE>

SCHEDULES

Schedule I       - Commitments and Applicable Lending Offices
Schedule II      - Financial Covenant Items
Schedule III     - Subsidiary Guarantors
Schedule 4.01(b) - Subsidiaries
Schedule 4.01(d) - Authorizations, Approvals, Actions, Notices and Filings
Schedule 4.01(q) - Open Years
Schedule 4.01(s) - Existing Debt
Schedule 4.01(t) - Surviving Debt
Schedule 4.01(u) - Liens
Schedule 4.01(v) - Owned Real Property
Schedule 4.01(w) - Leased Real Property
Schedule 4.01(x) - Investments
Schedule 4.01(y) - Intellectual Property
Schedule 4.01(z) - Material Contracts

EXHIBITS

Exhibit A-1 - Form of Revolving Credit Note
Exhibit A-2 - Form of Swing Line Note
Exhibit A-3 - Form of Term Note
Exhibit B   - Form of Notice of Borrowing
Exhibit C   - Form of Assignment and Acceptance
Exhibit D   - Form of Security Agreement
Exhibit E   - Form of Subsidiary Guaranty
Exhibit F   - Form of Solvency Certificate
Exhibit G   - Form of Opinion of Counsel to the Loan Parties


                                       iii

<PAGE>

                                CREDIT AGREEMENT

     CREDIT AGREEMENT dated as of June 11, 2003 (as amended, supplemented,
restated or otherwise modified from time to time, this "AGREEMENT") among
ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the "BORROWER"), the
banks, financial institutions and other lenders listed on the signature pages
hereof as the Initial Lenders (the "INITIAL LENDERS"), the bank listed on the
signature pages hereof as the Issuing Bank (as further defined below, the
"ISSUING BANK"), the bank listed on the signature pages hereof as the Swing Line
Bank (as further defined below, the "SWING LINE BANK" and, together with the
Initial Lenders and the Issuing Bank, the "INITIAL LENDER PARTIES"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as collateral agent (together with any successor
collateral agent appointed pursuant to Article VII, in such capacity, the
"COLLATERAL AGENT") for the Secured Parties (as hereinafter defined), WACHOVIA
BANK, NATIONAL ASSOCIATION ("WACHOVIA"), as administrative agent (together with
any successor administrative agent appointed pursuant to Article VII, in such
capacity, the "ADMINISTRATIVE AGENT") for the Lender Parties (as hereinafter
defined), WACHOVIA CAPITAL MARKETS, LLC (f/k/a Wachovia Securities, LLC), as
sole bookrunner and co-lead arranger (in such capacity, the "BOOKRUNNER/
CO-ARRANGER"), BNY Capital Markets, Inc., as co-lead arranger (in such capacity,
the "CO-ARRANGER"), The Bank of New York, as syndication agent, and KeyBank
National Association, as documentation agent.

                             PRELIMINARY STATEMENTS:

          1. The Borrower has requested that the Lender Parties establish a
revolving credit facility (with subfacilities for letters of credit and
swingline loans) for the benefit of the Borrower in an aggregate amount equal to
$100,000,000 to refinance and replace the Borrower's existing credit facilities
and to finance the ongoing working capital and other general corporate purposes
of the Borrower and its subsidiaries. The Lender Parties have indicated their
willingness to agree to establish such revolving credit facility, but only on
the terms and conditions of this Agreement, including the granting of the
Collateral pursuant to the Collateral Documents and the guarantees pursuant to
the Subsidiary Guaranty (each, and all other capitalized terms used in these
Preliminary Statements, as defined below).

          2. It is a condition to the obligations of the Initial Lender Parties
and the effectiveness of this Agreement that, among other conditions, (a) the
Borrower acquire (the "ACQUISITION") all of the Equity Interests comprising the
Acquired Businesses from the Sellers pursuant to the Agreement for the Sale and
Purchase of the Acquired Businesses by and among the Sellers and the Buyers
dated as of May 22, 2003 (the "ACQUISITION AGREEMENT") and (b) to provide a
portion of the financing for the Acquisition, the Borrower shall have either (i)
issued the Senior Subordinated Notes in an aggregate principal amount of at
least $175,000,000 or (ii) incurred the Bridge Loans in an aggregate principal
amount of at least $85,000,000.

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


                                        1

<PAGE>

                                   ARTICLE 1

                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms. As used in this Agreement (including
the Preliminary Statements), the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

          "ACQUISITION AGREEMENT" has the meaning specified in the Preliminary
     Statements to this Agreement.

          "ACQUIRED BUSINESSES" means all of the Equity Interests (and related
     assets) of Pressure Systems International Limited, a private limited
     company organized under the laws of England and Wales, Pressure Systems
     Inc., a Virginia corporation, Norwich Aero Products Inc., a New York
     corporation, and Weston Aerospace, a private unlimited company organized
     under the laws of England and Wales.

          "ACQUISITION" has the meaning specified in the Preliminary Statements
     to this Agreement.

          "ACQUISITION DOCUMENTS" means the Acquisition Agreement and all
     schedules thereto, employment agreements, the Tax Deed (as defined in the
     Acquisition Agreement), and each other document related to the Acquisition.

          "ADMINISTRATIVE AGENT" has the meaning specified in the Preliminary
     Statements to this Agreement.

          "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
     Administrative Agent maintained by the Administrative Agent with Wachovia
     Bank, National Association, at its office at 201 South College Street,
     Charlotte Plaza 8th Floor, Charlotte, North Carolina 28288, Account No.
     5000000040942, Attention: Agency Services - Annette Williams, or such other
     account as the Administrative Agent shall specify in writing to the Lender
     Parties.

          "ADVANCE" means a Revolving Credit Advance, the Term Loan Advance, a
     Swing Line Advance or a Letter of Credit Advance.

          "AFFILIATE" means, as to any Person, any other Person that, directly
     or indirectly, controls, is controlled by or is under common control with
     such Person or is a director or officer of such Person. For purposes of
     this definition, the term "control" (including the terms "controlling",
     "controlled by" and "under common control with") of a Person means the
     possession, direct or indirect, of the power to vote 10% or more of the
     Voting Interests of such Person or to direct or cause the direction of the
     management and policies of such Person, whether through the ownership of
     Voting Interests, by contract or otherwise.

          "AGENTS" means the Administrative Agent, the Collateral Agent and the
     Bookrunner/ Co-Arranger.

          "AGREEMENT" has the meaning specified in the Preliminary Statements to
     this Agreement.

          "AGREEMENT VALUE" means, for each Hedge Agreement, on any date of
     determination, an amount equal to all obligations thereunder (includes the
     amount of any termination payments that would payable on such date if the
     Hedge Agreement were terminated).


                                        2

<PAGE>

          "AMENDMENT NO. 3 EFFECTIVE DATE" means the effective date of that
     certain Amendment No. 3 to Credit Agreement dated as of November 14, 2005,
     among the Borrower, the Lenders and the Administrative Agent.

          "AMENDMENT NO. 4 EFFECTIVE DATE" means the effective date of that
     certain Amendment No. 4 to Credit Agreement dated as of February 10, 2006,
     among the Borrower, the Lenders and the Administrative Agent.

          "APPLICABLE COMMITMENT FEE PERCENTAGE" means, for any period, a rate
     equal to (i) 0.250% per annum if the Leverage Ratio is > or = 3.0, (ii)
     0.225% per annum if the Leverage Ratio is Less than 3.0 but > or = 2.0,
     (iii) 0.175% per annum if the Leverage Ratio is Greater than 2.0 but > or =
     1.0 and (iv) 0.125% per annum if the Leverage Ratio is <1.0.

          "APPLICABLE LENDING OFFICE" means, with respect to each Lender Party,
     such Lender Party's Domestic Lending Office in the case of a Base Rate
     Advance and such Lender Party's Eurodollar Lending Office in the case of a
     Eurodollar Rate Advance or a LIBOR Market Index Rate Advance.

          "APPLICABLE MARGIN" means, at any time, a percentage per annum
     determined by reference to the Leverage Ratio as of the end of the Fiscal
     Quarter most recently ended prior to such time, as set forth below:

<TABLE>
<CAPTION>
                               BASE RATE       LIBOR MARKET        EURODOLLAR
       LEVERAGE RATIO           ADVANCES   INDEX RATE ADVANCES   RATE ADVANCES
----------------------------   ---------   -------------------   -------------
<S>                            <C>         <C>                   <C>
Greater than or equal to 3.0     0.250%           1.125%             1.125%
Greater than or equal to 2.0
   but less than 3.0             0.000%           0.875%             0.875%
Greater than or equal to
   1.0 but less than 2.0         0.000%           0.750%             0.750%
   less than 1.0                 0.000%           0.500%             0.500%
</TABLE>

          "APPROPRIATE LENDER" means, at any time, with respect to (a) the
     Revolving Credit Facility, a Lender that has a Commitment with respect to
     such Facility at such time, (b) the Letter of Credit Facility, (i) the
     Issuing Bank and (ii) if the other Revolving Credit Lenders have made
     Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding
     at such time, each such other Revolving Credit Lender, (c) the Swing Line
     Facility, (i) the Swing Line Bank and (ii) if the other Revolving Credit
     Lenders have made Swing Line Advances pursuant to Section 2.02(b) that are
     outstanding at such time, each such other Revolving Credit Lender and (d)
     with respect to the Term Loan Advance, each Term Loan Lender.

          "APPROVED FUND" means any Fund that is administered or managed by (a)
     a Lender Party, (b) an Affiliate of a Lender Party or (c) an entity or an
     Affiliate of an entity that administers or manages a Lender Party.


                                        3

<PAGE>

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
     into by a Lender Party and an Eligible Assignee, and accepted by the
     Administrative Agent, in accordance with Section 8.07 and in substantially
     the form of Exhibit C hereto.

          "AVAILABLE AMOUNT" of any Letter of Credit means, at any time, the
     maximum Dollar Amount available to be drawn under such Letter of Credit at
     such time (assuming compliance at such time with all conditions to
     drawing).

          "BANKRUPTCY LAW" means any proceeding of the type referred to in
     Section 6.01(f) or Title II, U.S. Code, or any similar foreign, federal or
     state law for the relief of debtors.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to the
     higher of:

          (a) the rate of interest per annum then most recently publicly
     announced by Wachovia in Charlotte, North Carolina, from time to time, as
     Wachovia's prime rate for Dollars loaned in the United States; and

          (b) 1/2 of 1% per annum above the Federal Funds Rate.

          The Base Rate is an index rate and is not necessarily intended to be
     the lowest or best rate of interest charged to other customers in
     connection with extensions of credit or to other banks.

          "BASE RATE ADVANCE" means an Advance that bears interest as provided
     in Section 2.07(a)(i).

          "BOOKRUNNER/CO-ARRANGER" has the meaning specified in the Preliminary
     Statements to this Agreement.

          "BORROWER" has the meaning specified in the Preliminary Statements to
     this Agreement.

          "BORROWER'S ACCOUNT" means the account of the Borrower maintained by
     the Borrower with Wachovia Bank, National Association, at its office at 201
     South College Street, Charlotte Plaza 8th Floor, Charlotte, North Carolina
     28288, Attention: Agency Services, Account No. 5000000040942, or such other
     account as the Borrower shall specify in writing to the Administrative
     Agent.

          "BORROWING" means a Revolving Credit Borrowing, a Swing Line Borrowing
     or the Term Loan Advance.

          "BRIDGE LOANS" means loans in a principal amount of up to $85,000,000
     lent to the Borrower to finance the consummation of the Acquisition if the
     Senior Subordinated Notes cannot be issued due to market conditions, such
     loans to be made pursuant to a senior unsecured bridge loan facility on
     terms (including terms for and relating to exchange notes therefor) and
     under documents reasonably satisfactory to the Administrative Agent
     ("BRIDGE DOCUMENTATION").

          "BRIDGE DOCUMENTATION" has the meaning specified therefor in the
     definition of "Bridge Loans".

          "BRITISH POUNDS STERLING" means British pounds sterling, the lawful
     currency of the United Kingdom.


                                        4

<PAGE>

          "BUSINESS DAY" means a day of the year on which banks are not required
     or authorized by law to close in New York, New York or Charlotte, North
     Carolina and, if the applicable Business Day relates to any Eurodollar Rate
     Advances or LIBOR Market Index Rate Advances, on which dealings are carried
     on in the London interbank market.

          "BUYERS" means Esterline Technologies Corporation, a Delaware
     corporation, and Esterline Technologies Acquisition Limited, a private
     limited company organized under the laws of England and Wales.

          "CAPITAL EXPENDITURES" means, for any Person for any period, the sum
     of, without duplication, (a) all expenditures made, directly or indirectly,
     by such Person or any of its Subsidiaries during such period for equipment,
     fixed assets, real property or improvements, or for replacements or
     substitutions therefor or additions thereto, that have been or should be,
     in accordance with GAAP, reflected as additions to property, plant or
     equipment on a Consolidated balance sheet of such Person or have a useful
     life of more than one year plus (b) the aggregate principal amount of all
     Debt (including Obligations under Capitalized Leases) assumed or incurred
     in connection with any such expenditures. For purposes of this definition,
     the purchase price of equipment that is purchased simultaneously with the
     trade-in of existing equipment or with insurance proceeds shall be included
     in Capital Expenditures only to the extent of the gross amount of such
     purchase price less the credit granted by the seller of such equipment for
     the equipment being traded in at such time or the amount of such proceeds,
     as the case may be.

          "CAPITALIZED LEASES" means all leases that have been or should be, in
     accordance with GAAP, recorded as capitalized leases.

          "CASH EQUIVALENTS" means any of the following, to the extent owned by
     the Borrower or any of its Subsidiaries free and clear of all Liens other
     than Liens created under the Collateral Documents and having a maturity of
     not greater than 180 days from the date of issuance thereof: (a) readily
     marketable direct obligations of the Government of the United States or any
     agency or instrumentality thereof or obligations unconditionally guaranteed
     by the full faith and credit of the Government of the United States, (b)
     insured certificates of deposit of or time deposits with any commercial
     bank that is a Lender Party or a member of the Federal Reserve System,
     issues (or the parent of which issues) commercial paper rated as described
     in clause (c) below, is organized under the laws of the United States or
     any State thereof and has combined capital and surplus of at least $1
     billion, (c) commercial paper in an aggregate amount of no more than
     $5,000,000 per issuer outstanding at any time, issued by any corporation
     organized under the laws of any State of the United States and rated at
     least "Prime-1" (or the then equivalent grade) by Moody's Investors
     Service, Inc. ("MOODY'S") or "A-1" (or the then equivalent grade) by
     Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") or
     (d) Investments, classified in accordance with GAAP as Current Assets of
     the Borrower or any of its Subsidiaries, in money market investment
     programs registered under the Investment Company Act of 1940, as amended,
     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, as amended from time to time.


                                        5

<PAGE>

          "CERCLIS" means the Comprehensive Environmental Response, Compensation
     and Liability Information System maintained by the U.S. Environmental
     Protection Agency.

          "CFC" means a controlled foreign corporation as defined in Section
     957(a) of the Internal Revenue Code.

          "CHANGE OF CONTROL" means the occurrence of any of the following: (a)
     any Person or two or more Persons acting in concert shall have acquired
     beneficial ownership (within the meaning of Rule 13d-3 of the Securities
     and Exchange Commission under the Securities and Exchange Act of 1934)
     directly or indirectly, of Voting Interests of the Borrower (or other
     securities convertible into such Voting Interests) representing 30% or more
     of the combined voting power of all Voting Interests of the Borrower; or
     (b) during any period of up to 24 consecutive months, commencing after the
     date hereof, individuals who at the beginning of such 24-month period were
     directors (or directors who were nominated or approved by such directors)
     of the Borrower shall cease for any reason to constitute a majority of the
     board of directors of the Borrower; (c) any Person or two or more Persons
     acting in concert shall have acquired by contract (other than customary
     employment contracts for seniors officers) or otherwise, or shall have
     entered into a contract or arrangement that, upon consummation, will result
     in its or their acquisition of the power to exercise, directly or
     indirectly, a controlling influence over the management policies of the
     Borrower; or (d) any "Change of Control" or similar occurrence as defined
     in the Senior Subordinated Notes (so long as any Obligations are
     outstanding under the Senior Subordinated Notes), the Senior Notes (so long
     as any Obligations are outstanding under the Senior Notes) or in any other
     instrument relating to Material Debt.

          "CHIEF FINANCIAL OFFICER" means the officer of the Borrower or other
     Loan Parties holding such title, such holder as of the date hereof being
     Mr. Robert D. George.

          "CO-ARRANGER" has the meaning specified in the Preliminary Statements
     to this Agreement.

          "COLLATERAL" means all "Collateral" referred to in the Collateral
     Documents and all other property that is or is intended to be subject to
     any Lien in favor of the Collateral Agent for the benefit of the Secured
     Parties.

          "COLLATERAL AGENT" has the meaning specified in the Preliminary
     Statements to this Agreement.

          "COLLATERAL DOCUMENTS" means the Security Agreement, the Intellectual
     Property Security Agreement, the U.K. Security Documents, each of the
     collateral documents, instruments and agreements delivered pursuant to
     Section 5.01(j) or (k), and each other agreement that creates or purports
     to create a Lien in favor of the Collateral Agent for the benefit of the
     Secured Parties.

          "COMMITMENT" means a Revolving Credit Commitment, a Term Loan
     Commitment, a Swing Line Commitment or a Letter of Credit Commitment.

          "CONFIDENTIAL INFORMATION" means information that any Loan Party
     furnishes to any Agent or any Lender Party in a writing designated as
     confidential, but does not include any such information that is or becomes
     generally available to the public or that is or becomes available to such
     Agent or such Lender Party from a source other than the Loan Parties.

          "CONSOLIDATED" refers to the consolidation of accounts in accordance
     with GAAP.


                                        6

<PAGE>

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, all interest
     expense (including amortization of debt discount and premium and the
     interest component under Capitalized Leases) for such period of the
     Borrower and its Subsidiaries on a Consolidated basis.

          "CONSOLIDATED NET INCOME" and "CONSOLIDATED NET LOSS" means,
     respectively, for any period, the aggregate net income or loss from
     continuing operations of the Borrower and its Subsidiaries on a
     Consolidated basis.

          "CONTINGENT OBLIGATION" means, with respect to any Person, any
     Obligation or arrangement of such Person to guarantee or intended to
     guarantee any Debt, leases, dividends or other payment Obligations
     ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
     manner, whether directly or indirectly, including, without limitation, (a)
     the direct or indirect guarantee, endorsement (other than for collection or
     deposit in the ordinary course of business), co-making, discounting with
     recourse or sale with recourse by such Person of the Obligation of a
     primary obligor, (b) the Obligation to make take-or-pay or similar
     payments, if required, regardless of nonperformance by any other party or
     parties to an agreement or (c) any Obligation of such Person, whether or
     not contingent, (i) to purchase any such primary obligation or any property
     constituting direct or indirect security therefor, (ii) to advance or
     supply funds (A) for the purchase or payment of any such primary obligation
     or (B) to maintain working capital or equity capital of the primary obligor
     or otherwise to maintain the net worth or solvency of the primary obligor,
     (iii) to purchase property, assets, securities or services primarily for
     the purpose of assuring the owner of any such primary obligation of the
     ability of the primary obligor to make payment of such primary obligation
     or (iv) otherwise to assure or hold harmless the holder of any primary
     obligation against loss in respect thereof. The amount of any Contingent
     Obligation shall be deemed to be an amount equal to the stated or
     determinable amount of the primary obligation in respect of which such
     Contingent Obligation is made (or, if less, the maximum amount of such
     primary obligation for which such Person may be liable pursuant to the
     terms of the instrument evidencing such Contingent Obligation) or, if not
     stated or determinable, the maximum reasonably anticipated liability in
     respect thereof (assuming such Person is required to perform thereunder),
     as determined by such Person in good faith.

          "CONVERSION", "CONVERT" and "CONVERTED" each refer to a conversion of
     Advances of one Type into Advances of another Type pursuant to Section 2.09
     or 2.10.

          "CURRENT ASSETS" of any Person means all assets of such Person that
     would, in accordance with GAAP, be classified as current assets of a
     company conducting a business the same as or similar to that of such
     Person.

          "DEBT" of any Person means, without duplication for purposes of
     calculating financial ratios, (a) all indebtedness of such Person for
     borrowed money, (b) all Obligations of such Person for the deferred
     purchase price of property or services (other than trade payables not
     overdue by more than 60 days incurred in the ordinary course of such
     Person's business), (c) all Obligations of such Person evidenced by notes,
     bonds, debentures or other similar instruments, (d) all Obligations of such
     Person created or arising under any conditional sale or other title
     retention agreement with respect to property acquired by such Person (even
     though the rights and remedies of the seller or lender under such agreement
     in the event of default are limited to repossession or sale of such
     property), (e) all Obligations of such Person as lessee under Capitalized
     Leases, (f) all Obligations of such Person under acceptances, letters of
     credit or other similar arrangements or credit support facilities, (g) all
     Obligations of such Person to purchase, redeem, retire, defease or
     otherwise make any payment in respect of any Equity Interests in such
     Person or any other Person or any warrants, rights or options to acquire
     such Equity Interests, valued, in the


                                        7

<PAGE>

     case of Redeemable Preferred Interests, at the greater of its voluntary or
     involuntary liquidation preference plus accrued and unpaid dividends, (h)
     all Obligations of such Person in respect of Hedge Agreements, valued at
     the Agreement Value thereof, (i) all Contingent Obligations and Off-Balance
     Sheet Obligations of such Person and (j) all indebtedness and other payment
     Obligations referred to in clauses (a) through (i) above of another Person
     secured by (or for which the holder of such Debt has an existing right,
     contingent or otherwise, to be secured by) any Lien on property (including,
     without limitation, accounts and contract rights) owned by such Person,
     even though such Person has not assumed or become liable for the payment of
     such indebtedness or other payment Obligations.

          "DEBT FOR BORROWED MONEY" of any Person means, at any date of
     determination, all items that, in accordance with GAAP, would be classified
     as indebtedness on a Consolidated balance sheet of such Person and all
     Off-Balance Sheet Obligations of such Person at such date.

          "DEFAULT" means any Event of Default or any event that would
     constitute an Event of Default but for the passage of time or the
     requirement that notice be given or both.

          "DEFAULT INTEREST" has the meaning set forth in Section 2.07(b).

          "DEFAULTING LENDER" has the meaning set forth in Section 2.16.

          "DEPOSIT ACCOUNT" has the meaning specified in the Security Agreement.

          "DOLLAR AMOUNT" means (a) with respect to U.S. dollars or an amount
     denominated in U.S. dollars, such amount and (b) with respect to an amount
     of any Foreign Currency or an amount denominated in such Foreign Currency,
     the equivalent amount thereof in U.S. dollars as determined by the
     Administrative Agent as of the most recent Revaluation Date on the basis of
     the Spot Rate (determined as of the most recent Revaluation Date)
     applicable to such Foreign Currency.

          "DOMESTIC LENDING OFFICE" means, with respect to any Lender Party, the
     office of such Lender Party specified as its "Domestic Lending Office"
     opposite its name on Schedule I hereto or in the Assignment and Acceptance
     pursuant to which it became a Lender Party, as the case may be, or such
     other office of such Lender Party as such Lender Party may from time to
     time specify to the Borrower and the Administrative Agent.

          "DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws of
     any state of the United States of America.

          "EBITDA" means, for any period, (a) Consolidated Net Income or
     Consolidated Net Loss, as the case may be, for such period plus (b) the sum
     of (i) interest expense, (ii) income tax expense, (iii) depreciation
     expense, (iv) amortization expense and (v) non cash items, in each case,
     which were deducted in determining Consolidated Net Income or Consolidated
     Net Loss, as the case may be, of the Borrower and its Subsidiaries on a
     Consolidated basis for such period.

          "EFFECTIVE DATE" means the first date on which the conditions set
     forth in Article III shall have been satisfied.

          "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate of a Lender;
     (c) an Approved Fund; (d) a commercial bank organized under the laws of the
     United States, or any State thereof, and having total assets in excess of
     $5 billion, (e) a finance company, insurance company or other


                                        8

<PAGE>

     financial institution or fund (whether a corporation, partnership, trust or
     other entity) that is engaged in making, purchasing or otherwise investing
     in commercial loans in the ordinary course of its business and having total
     assets in excess of $300,000,000 and (f) any other Person (other than a
     natural person) approved by (i) the Bookrunner/Co-Arranger and the
     Administrative Agent, (ii) in the case of any assignment of a Revolving
     Credit Commitment, the Issuing Bank and the Swing Line Bank, in each case,
     with notice to the Bookrunner/Co-Arranger, Administrative Agent and the
     Borrower, and (iii) unless a Default has occurred and is continuing or if
     determined by the Bookrunner/Co-Arranger (after consultation with the
     Borrower) to be necessary to achieve a successful initial syndication of
     the Facilities, the Borrower (each such approval not to be unreasonably
     withheld or delayed); provided that notwithstanding the foregoing,
     "Eligible Assignee" shall not include the Borrower or any of the Borrower's
     Affiliates or Subsidiaries.

          "EMU" means Economic and Monetary Union as contemplated in the Treaty
     on European Union.

          "EMU LEGISLATION" means legislative measures of the European Council
     (including without limitation European Council regulations) for the
     introduction of, changeover to or operation of a single or unified European
     currency (whether known as the Euro or otherwise), being in part the
     implementation of the third stage of EMU.

          "ENVIRONMENTAL ACTION" means any action, suit, demand, demand letter,
     claim, notice of non-compliance or violation, notice of liability or
     potential liability, investigation, proceeding, consent order or consent
     agreement relating in any way to any Environmental Law, any Environmental
     Permit or Hazardous Material or arising from alleged injury or threat to
     health, safety or the environment, including, without limitation, (a) by
     any governmental or regulatory authority for enforcement, cleanup, removal,
     response, remedial or other actions or damages and (b) by any governmental
     or regulatory authority or third party for damages, contribution,
     indemnification, cost recovery, compensation or injunctive relief.

          "ENVIRONMENTAL LAW" means any Federal, state, local or foreign
     statute, law, ordinance, rule, regulation, code, order, writ, judgment,
     injunction, decree or judicial or agency interpretation, policy or guidance
     relating to pollution or protection of the environment, health, safety or
     natural resources, including, without limitation, those relating to the
     use, handling, transportation, treatment, storage, disposal, release or
     discharge of Hazardous Materials.

          "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, shares of
     capital stock of (or other ownership or profit interests in) such Person,
     warrants, options or other rights for the purchase or other acquisition
     from such Person of shares of capital stock of (or other ownership or
     profit interests in) such Person, 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 other acquisition from such Person of such shares (or such other
     interests), and 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 authorized or otherwise
     existing on any date of determination.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.


                                        9

<PAGE>

          "ERISA AFFILIATE" means any Person that for purposes of Title IV of
     ERISA is a member of the controlled group of any Loan Party, or under
     common control with any Loan Party, within the meaning of Section 414 of
     the Internal Revenue Code.

          "ERISA EVENT" means (a) unless the applicable 30-day notice
     requirement with respect to such event has been waived by the PBGC, (i) the
     occurrence of a reportable event, within the meaning of Section 4043 of
     ERISA, with respect to any Plan or (ii) the requirements of Section 4043(b)
     of ERISA apply with respect to a contributing sponsor, as defined in
     Section 4001(a)(13) of ERISA, of a Plan, and an event described in
     paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
     reasonably expected to occur with respect to such Plan within the following
     30 days; (b) the application for a minimum funding waiver with respect to a
     Plan; (c) the provision by the administrator of any Plan of a notice of
     intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
     (including any such notice with respect to a plan amendment referred to in
     Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
     any Loan Party or any ERISA Affiliate in the circumstances described in
     Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA
     Affiliate from a Multiple Employer Plan during a plan year for which it was
     a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the
     conditions for imposition of a lien under Section 302(f) of ERISA shall
     have been met with respect to any Plan; (g) the adoption of an amendment to
     a Plan requiring the provision of security to such Plan pursuant to Section
     307 of ERISA; or (h) the institution by the PBGC of proceedings to
     terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of
     any event or condition described in Section 4042 of ERISA that constitutes
     grounds for the termination of, or the appointment of a trustee to
     administer, such Plan.

          "EURO" means the single currency of Participating Member States of the
     European Union.

          "EUROCURRENCY LIABILITIES" has the meaning specified in Regulation D
     of the Board of Governors of the Federal Reserve System, as in effect from
     time to time.

          "EURODOLLAR LENDING OFFICE" means, with respect to any Lender Party,
     the office of such Lender Party specified as its "Eurodollar Lending
     Office" opposite its name on Schedule I hereto or in the Assignment and
     Acceptance pursuant to which it became a Lender Party (or, if no such
     office is specified, its Domestic Lending Office), or such other office of
     such Lender Party as such Lender Party may from time to time specify to the
     Borrower and the Administrative Agent.

          "EURODOLLAR RATE" means, for any Interest Period for all Eurodollar
     Rate Advances comprising part of the same Borrowing, an interest rate per
     annum determined by the Administrative Agent to be equal to the rate per
     annum obtained by dividing (a) (i) (A) the rate per annum (rounded upwards,
     if necessary, to the nearest 1/100 of 1%) appearing on, in the case of U.S.
     dollars, Telerate Page 3750 as the London interbank offered rate for
     deposits in U.S. dollars and, in the case of a Foreign Currency, the
     appropriate page of the Telerate screen which displays British Bankers
     Association Interest Settlement Rates for deposits in such Foreign Currency
     (or, in each case, (i) such other page or service as may replace such page
     on such system or service for the purpose of displaying such rates and (ii)
     if more than one rate appears on such screen, the arithmetic mean for all
     such rates) at approximately 11:00 A.M. (London time) two Business Days
     before the first day of such Interest Period for a period equal to such
     Interest Period (provided that, if for any reason such rate is not
     available, the rate per annum (rounded upwards, if necessary, to the
     nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
     interbank offered rate for deposits in the applicable currency at
     approximately 11:00 A.M. (London time) two Business Days prior to the first
     day of such Interest Period for a term


                                       10

<PAGE>

     comparable to such Interest Period; provided, however, if more than one
     rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
     the arithmetic mean of all such rates), or (B) if such rate is for any
     reason not available, the rate per annum equal to the rate at which the
     Administrative Agent or its designee is offered deposits in the applicable
     currency at or about 11:00 A.M. (London time) two Business Days prior to
     the beginning of such Interest Period in the interbank eurodollar market
     for delivery on the first day of such Interest Period for the number of
     days comprised therein and in the amount requested to be outstanding, plus
     (ii) with respect to any Eurodollar Rate Advance denominated in British
     Pounds Sterling, for any Interest Period, the Mandatory Cost Rate for such
     Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate
     Reserve Percentage for such Interest Period.

          "EURODOLLAR RATE ADVANCE" means an Advance that bears interest as
     provided in Section 2.07(a)(ii).

          "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period for all
     Eurodollar Rate Advances comprising part of the same Borrowing means the
     reserve percentage applicable two Business Days before the first day of
     such Interest Period under regulations issued from time to time by the
     Board of Governors of the Federal Reserve System (or any successor) for
     determining the maximum reserve requirement (including, without limitation,
     any emergency, supplemental or other marginal reserve requirement) for a
     member bank of the Federal Reserve System in New York City with respect to
     liabilities or assets consisting of or including Eurocurrency Liabilities
     (or with respect to any other category of liabilities that includes
     deposits by reference to which the interest rate on Eurodollar Rate
     Advances is determined) having a term equal to such Interest Period.

          "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

          "EXISTING DEBT" means Debt of each Loan Party and its Subsidiaries
     outstanding immediately before the occurrence of the Effective Date.

          "FACILITY" means any of the Revolving Credit Facility, the Swing Line
     Facility, the Term Loan Advance or the Letter of Credit Facility.

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

          "FEE LETTER" means the fee letter dated November 2, 2005, among the
     Borrower, the Administrative Agent and the Bookrunner/Co-Arranger.

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

          "FISCAL YEAR" means a fiscal year of the Borrower and its Consolidated
     Subsidiaries ending on the last Friday of October in any calendar year.


                                       11

<PAGE>

          "FOREIGN COLLATERAL" means the Equity Interests of all foreign
     Subsidiaries that are direct Subsidiaries of any Loan Party to the extent
     such Equity Interests constitute Collateral prior to the Amendment No. 3
     Effective Date.

          "FOREIGN CURRENCY" means (a) Euros and (b) British Pounds Sterling.

          "FUND" means any Person (other than an individual) 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.

          "GAAP" has the meaning specified in Section 1.03.

          "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
     province, city, municipal entity or other political subdivision thereof,
     and any governmental, executive, legislative, judicial, administrative or
     regulatory agency, department, authority, instrumentality, commission,
     board, bureau or similar body, whether federal, state, provincial,
     territorial, local or foreign.

          "GOVERNMENTAL AUTHORIZATION" means any authorization, approval,
     consent, franchise, license, order, ruling, permit, certification,
     exemption, notice, declaration or similar right, undertaking or other
     action of, to or by, or any filing, qualification or registration with, any
     Governmental Authority.

          "HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
     by-products or breakdown products, radioactive materials,
     asbestos-containing materials, polychlorinated biphenyls and radon gas and
     (b) any other chemicals, materials or substances designated, classified or
     regulated as hazardous or toxic or as a pollutant or contaminant under any
     Environmental Law.

          "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
     interest rate future or option contracts, currency swap agreements,
     currency future or option contracts and other hedging agreements.

          "HEDGE BANK" means any Person in its capacity as a party to a Secured
     Hedge Agreement that was a Lender Party or an Affiliate of a Lender Party
     at the time such Hedge Agreement was entered into.

          "INCREASE IN COMMITMENT" has the meaning specified in Section 2.17.

          "INDEMNIFIED PARTY" has the meaning specified in Section 8.04(b).

          "INITIAL EXTENSION OF CREDIT" means the earlier to occur of the
     initial Borrowing and the initial issuance of a Letter of Credit hereunder.

          "INITIAL LENDER PARTIES" and "INITIAL LENDERS" each has the meaning
     specified in the Preliminary Statements to this Agreement.

          "INSUFFICIENCY" means, with respect to any Plan, the amount, if any,
     by which its benefit liabilities, as defined in Section 4001(a)(16) of
     ERISA, determined using the actuarial assumptions used for funding purposes
     in the most recent actuarial report prepared for such Plan, exceeds the
     fair market value of such Plan's assets.


                                       12

<PAGE>

          "INTELLECTUAL PROPERTY SECURITY AGREEMENT" has the meaning specified
     in Section 3.01(a)(v).

          "INTEREST COVERAGE RATIO" means, for any Measurement Period, the ratio
     of (a) Pro Forma EBITDA for such Measurement period to (b) Consolidated
     Interest Expense for such Measurement Period.

          "INTEREST PERIOD" means, for each Eurodollar Rate Advance comprising
     part of the same Borrowing, the period commencing on the date of such
     Eurodollar Rate Advance or the date of the Conversion of any Base Rate
     Advance or LIBOR Market Index Rate Advance into such Eurodollar Rate
     Advance, and ending on the last day of the period selected by the Borrower
     pursuant to the provisions below and, thereafter, each subsequent period
     commencing on the last day of the immediately preceding Interest Period and
     ending on the last day of the period selected by the Borrower pursuant to
     the provisions below. The duration of each such Interest Period shall be
     one, two, three or six months, as the Borrower may select, upon notice
     received by the Administrative Agent not later than 2:00 P.M. (New York
     City time) on (i) in the case of Advances denominated in U.S. dollars, the
     third Business Day prior to the first day of such Interest Period and (ii)
     in the case of Advances denominated in Foreign Currencies, the fourth
     Business Day prior to the first day of such Interest Period; provided,
     however, that:

               (a) the Borrower may not select any Interest Period with respect
          to any Eurodollar Rate Advance that ends after the Termination Date;

               (b) Interest Periods commencing on the same date for Eurodollar
          Rate Advances comprising part of the same Borrowing shall be of the
          same duration;

               (c) whenever the last day of any Interest Period would otherwise
          occur on a day other than a Business Day, the last day of such
          Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the next following
          calendar month, the last day of such Interest Period shall occur on
          the next preceding Business Day; and

               (d) whenever the first day of any Interest Period occurs on a day
          of an initial calendar month for which there is no numerically
          corresponding day in the calendar month that succeeds such initial
          calendar month by the number of months equal to the number of months
          in such Interest Period, such Interest Period shall end on the last
          Business Day of such succeeding calendar month.

          "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
     amended from time to time (including any successor law).

          "INVENTORY" means all Inventory referred to in Section 1(b) of the
     Security Agreement.

          "INVESTMENT" in any Person means any loan or advance to such Person,
     any purchase or other acquisition of any Equity Interests or Debt or the
     assets comprising a division or business unit or a substantial part or all
     of the business of such Person, any capital contribution to such Person or
     any other direct or indirect investment in such Person, including, without
     limitation, any acquisition by way of a merger or consolidation (or similar
     transaction) and any arrangement pursuant to which the investor incurs Debt
     of the types referred to in clause (i) or (j) of the definition of "DEBT"
     in respect of such Person.


                                       13

<PAGE>

          "ISSUING BANK" means the Issuing Bank referred to in the Preliminary
     Statements to this Agreement and any Eligible Assignees to which the Letter
     of Credit Commitment hereunder has been assigned pursuant to Section 8.07
     so long as each such Eligible Assignee expressly agrees to perform in
     accordance with their terms all of the obligations that by the terms of
     this Agreement are required to be performed by it as the Issuing Bank and
     notifies the Administrative Agent of its Applicable Lending Office and the
     amount of its Letter of Credit Commitment (which information shall be
     recorded by the Administrative Agent in the Register), for so long as the
     Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter
     of Credit Commitment.

          "L/C RELATED DOCUMENTS" has the meaning specified in Section
     2.04(c)(ii).

          "LENDER PARTY" means the Initial Lender Parties and any other Person
     that becomes a Lender, the Issuing Bank or the Swing Line Bank.

          "LENDERS" means the Initial Lenders and each Person that shall become
     a Lender hereunder pursuant to Section 8.07 for so long as such Initial
     Lender or Person, as the case may be, shall be a party to this Agreement.

          "LETTER OF CREDIT ADVANCE" means an advance made by the Issuing Bank
     or any Revolving Credit Lender pursuant to Section 2.03(d).

          "LETTER OF CREDIT AGREEMENT" has the meaning specified in Section
     2.03(a).

          "LETTER OF CREDIT COMMITMENT" means, with respect to the Issuing Bank
     at any time, the amount set forth opposite the Issuing Bank's name on
     Schedule I hereto under the caption "Letter of Credit Commitment" or, if
     the Issuing Bank has entered into an Assignment and Acceptance, set forth
     for the Issuing Bank in the Register maintained by the Administrative Agent
     pursuant to Section 8.07(d) as the Issuing Bank's "Letter of Credit
     Commitment", as such amount may be reduced at or prior to such time
     pursuant to Section 2.05.

          "LETTER OF CREDIT FACILITY" means, at any time, an amount equal to the
     amount of the Issuing Bank's Letter of Credit Commitment at such time, as
     such amount may be reduced at or prior to such time pursuant to Section
     2.05.

          "LETTERS OF CREDIT" has the meaning specified in Section 2.01(c).

          "LEVERAGE RATIO" means, at any date of determination, the ratio of (a)
     (i) Consolidated total Debt for Borrowed Money at such date plus (ii) the
     face amount of all outstanding Letters of Credit (other than (1) trade
     Letters of Credit, (2) performance based Letters of Credit and (3) Letters
     of Credit which are cash collateralized) at such date less (A) if Advances
     under the Revolving Credit Facility in an aggregate principal Dollar Amount
     of $10,000,000 or less are outstanding, cash and Cash Equivalents on hand
     or (B) if Advances under the Revolving Credit Facility in an aggregate
     principal Dollar Amount greater than $10,000,000 are outstanding, cash and
     Cash Equivalents on hand in an amount not to exceed $5,000,000, in each
     case of the Borrower and its Subsidiaries to (b) Pro Forma EBITDA for the
     most recently completed Measurement Period.

          "LIBOR MARKET INDEX RATE" shall mean, for any day, the rate for one
     month interbank offered rate for deposits in the applicable Foreign
     Currency appearing on Telerate Page 3750 (or any successor page) or such
     other Telerate screen on which rates for deposits in such Foreign Currency
     are displayed at approximately 11:00 A.M. (London time) on such day, or if
     such day is


                                       14

<PAGE>

     not a London business day, then the immediately preceding London business
     day (or if not so reported, then as determined by the Administrative Agent
     from another recognized source or interbank quotation).

          "LIBOR MARKET INDEX RATE ADVANCE" means an Advance that bears interest
     as provided in Section 2.07(a)(iii).

          "LIEN" means any lien, security interest or other charge or
     encumbrance of any kind, or any other type of preferential arrangement,
     including, without limitation, the lien or retained security title of a
     conditional vendor and any easement, right of way or other encumbrance on
     title to real property.

          "LOAN DOCUMENTS" means (a) this Agreement, (b) the Notes, (c) the
     Subsidiary Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f)
     each Letter of Credit Agreement and (g) each Secured Hedge Agreement, in
     each case as amended.

          "LOAN PARTIES" means the Borrower and the Subsidiary Guarantors.

          "MANDATORY COST RATE" means, with respect to any Eurodollar Rate
     Advance for any Interest Period, a rate per annum reflecting the cost to
     the Lenders of complying with all reserve, special deposit, capital
     adequacy, solvency, liquidity ratios, fees or other requirements of or
     imposed by the Bank of England, the Financial Services Authority, the
     European Central Bank or any other governmental or regulatory authority for
     such Interest Period attributable to such Eurodollar Rate Advance (rounded
     up if necessary to 4 decimal places) as conclusively determined by the
     Administrative Agent, absent manifest error.

          "MARGIN STOCK" has the meaning specified in Regulation U.

          "MATERIAL ADVERSE CHANGE" means any material adverse change in the
     business, condition (financial or otherwise), operations, performance,
     properties or prospects of the Borrower and its Subsidiaries, taken as a
     whole.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
     business, condition (financial or otherwise), operations, performance,
     properties or prospects of the Borrower and its Subsidiaries, taken as a
     whole, (b) the rights and remedies of any Agent or any Lender Party under
     any Loan Document or (c) the ability of any Loan Party to perform its
     Obligations under any Loan Document to which it is or is to be a party.

          "MATERIAL CONTRACT" means, with respect to the Borrower or its
     Subsidiaries, each contract to which such Person is a party involving
     aggregate consideration payable to or by such Person in excess of 10% of
     Consolidated revenues in any year of the Borrower and its Subsidiaries,
     taken as a whole, or otherwise material to the business, condition
     (financial or otherwise), operations, performance, properties or prospects
     of the Borrower and its Subsidiaries, taken as a whole.

          "MATERIAL DEBT" means Debt for Borrowed Money in an aggregate
     principal amount in excess of $25,000,000.

          "MEASUREMENT PERIOD" means, at any date of determination, the most
     recently completed four consecutive Fiscal Quarters of the Borrower ending
     on or prior to such date; provided, that for any Fiscal Quarter commenced
     prior to the Initial Extension of Credit, the amount of any item


                                       15

<PAGE>

     included in the calculation of a financial ratio or financial covenant,
     during any such Fiscal Quarter shall be as set forth on Schedule II hereto.

          "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
     4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is
     making or accruing an obligation to make contributions, or has within any
     of the preceding five plan years made or accrued an obligation to make
     contributions.

          "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
     Loan Party or any ERISA Affiliate and at least one Person other than the
     Loan Parties and the ERISA Affiliates or (b) was so maintained and in
     respect of which any Loan Party or any ERISA Affiliate could reasonably be
     expected to have liability under Section 4064 or 4069 of ERISA in the event
     such plan has been or were to be terminated.

          "NOTE" means a Swing Line Note, a Term Note or a Revolving Credit
     Note.

          "NOTE PURCHASE AGREEMENT" means the note purchase agreement among the
     Borrower, certain of its Subsidiaries and the initial purchasers party
     thereto dated as of November 1, 1998, pursuant to which the Senior Notes
     were issued, as amended or otherwise modified to the extent permitted under
     Section 5.02(j).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(a).

          "NOTICE OF ISSUANCE" has the meaning specified in Section 2.03(a).

          "NOTICE OF RENEWAL" has the meaning specified in Section 2.01(c).

          "NOTICE OF SWING LINE BORROWING" has the meaning specified in Section
     2.02(b).

          "NOTICE OF TERMINATION" has the meaning specified in Section 2.01(c).

          "NPL" means the National Priorities List under CERCLA.

          "OBLIGATION" means, with respect to any Person, any payment,
     performance or other obligation of such Person of any kind, including,
     without limitation, any liability of such Person on any claim, whether or
     not the right of any creditor to payment in respect of such claim is
     reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
     disputed, undisputed, legal, equitable, secured or unsecured, and whether
     or not such claim is discharged, stayed or otherwise affected by any
     proceeding referred to in Section 6.01(f). Without limiting the generality
     of the foregoing, the Obligations of any Loan Party 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 such Loan Party
     under any Loan Document and (b) the obligation of such Loan Party to
     reimburse any amount in respect of any of the foregoing that any Lender
     Party, in its sole discretion, may elect to pay or advance on behalf of
     such Loan Party.

          "OFF BALANCE SHEET OBLIGATION" means, with respect to any Person, any
     Obligation of such Person under a synthetic lease, tax retention operating
     lease, off-balance sheet loan or similar off-balance sheet financing
     classified as an operating lease in accordance with GAAP, if


                                       16

<PAGE>

     such Obligations would give rise to a claim against such Person in a
     proceeding referred to in Section 6.01(f).

          "OPEN YEAR" has the meaning specified in Section 4.01(q)(iii).

          "OTHER TAXES" has the meaning specified in Section 2.12(b).

          "PARTICIPATING MEMBER STATE" means each country so described in any
     EMU Legislation.

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

          "PERMITTED LIENS" means such of the following as to which no
     enforcement, collection, execution, levy or foreclosure proceeding shall
     have been commenced: (a) Liens for taxes, assessments and governmental
     charges or levies to the extent not required to be paid under Section
     5.01(b); (b) Liens imposed by law, such as materialmen's, mechanics',
     carriers', workmen's and repairmen's Liens and other similar Liens arising
     in the ordinary course of business securing obligations that (i) are not
     overdue for a period of more than 30 days and (ii) individually or together
     with all other Permitted Liens outstanding on any date of determination do
     not materially adversely affect the use of the property to which they
     relate; (c) pledges or deposits (i) to secure obligations under workers'
     compensation laws or similar legislation or to secure letters of credit
     supporting such obligations or (ii) to secure public or statutory
     obligations; (d) easements, rights of way and other encumbrances on title
     to real property that do not render title to the property encumbered
     thereby unmarketable or materially adversely affect the use of such
     property for its present purposes; and (e) Liens of a collection bank in
     the ordinary course of business under Section 4-208 of the Uniform
     Commercial Code in effect in any relevant jurisdiction.

          "PERSON" means an individual, partnership, corporation (including a
     business trust), limited liability company, joint stock company, trust,
     unincorporated association, joint venture or other entity, or a government
     or any political subdivision or agency thereof.

          "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

          "PLEDGED DEBT" has the meaning specified in the Security Agreement.

          "PREFERRED INTERESTS" means, with respect to any Person, Equity
     Interests issued by such Person that are entitled to a preference or
     priority over any other Equity Interests issued by such Person upon any
     distribution of such Person's property and assets, whether by dividend or
     upon liquidation.

          "PRO FORMA EBITDA" means, for any period, Consolidated EBITDA adjusted
     to give effect to the Acquisition or any other acquisition consummated by
     the Borrower or any of its Subsidiaries in accordance with this Agreement
     as if it had occurred on the first day of such period.

          "PRO RATA SHARE" of any amount means, with respect to any Revolving
     Credit Lender at any time, the product of such amount times a fraction the
     numerator of which is the amount of such Lender's Revolving Credit
     Commitment at such time (or, if the Commitments shall have been terminated
     pursuant to Section 2.05 or 6.01, such Lender's Revolving Credit Commitment
     as in effect immediately prior to such termination) and the denominator of
     which is the Revolving Credit Facility at such time (or, if the Commitments
     shall have been terminated pursuant to


                                       17

<PAGE>

     Section 2.05 or 6.01, the Revolving Credit Facility as in effect
     immediately prior to such termination).

          "RECEIVABLES" means all Receivables referred to in Section 1(c) of the
     Security Agreement.

          "REDEEMABLE" means, with respect to any Equity Interest, any Debt or
     any other right or Obligation, any such Equity Interest, Debt, right or
     Obligation that (a) the issuer has undertaken to redeem at a fixed or
     determinable date or dates, whether by operation of a sinking fund or
     otherwise, or upon the occurrence of a condition not solely within the
     control of the issuer or (b) is redeemable at the option of the holder.

          "REGISTER" has the meaning specified in Section 8.07(d).

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

          "REQUIRED LENDERS" means, at any time, Lenders owed or holding at
     least a majority in interest of the sum of (a) the aggregate principal
     Dollar Amount of the Advances outstanding at such time, (b) the aggregate
     Available Amount of all Letters of Credit outstanding at such time and (c)
     the aggregate Unused Revolving Credit Commitments at such time. For
     purposes of this definition, the aggregate principal amount of Swing Line
     Advances owing to the Swing Line Bank and of Letter of Credit Advances
     owing to the Issuing Bank and the Available Amount of each Letter of Credit
     shall be considered to be owed to the Revolving Credit Lenders ratably in
     accordance with their respective Revolving Credit Commitments.

          "RESERVED AVAILABLE AMOUNT" of any Letter of Credit means, at any
     time, (a) the maximum Dollar Amount available to be drawn under such Letter
     of Credit at such time (assuming compliance at such time with all
     conditions to drawing) plus (b) if such Letter of Credit is denominated in
     a Foreign Currency, an amount equal to 5% of maximum Dollar Amount
     available to be drawn under such Letter of Credit at such time (assuming
     compliance at such time with all conditions to drawing).

          "RESPONSIBLE OFFICER" means any officer of any Loan Party or any of
     its Subsidiaries.

          "RESTRICTED PAYMENT" has the meaning specified in Section 5.02(g).

          "REVALUATION DATE" means each of the following: (a) the Business Day
     any Advance is extended; (b) each date a Letter of Credit is issued,
     renewed or amended pursuant to Section 2.03; (c) the date of any reduction
     of any of the Letter of Credit Facility or the Unused Revolving Commitments
     pursuant to the terms of Section 2.05; and (d) such additional dates as the
     Administrative Agent or the Required Lenders shall deem necessary.

          "REVOLVING CREDIT ADVANCE" has the meaning specified in Section
     2.01(a).

          "REVOLVING CREDIT BORROWING" means a borrowing consisting of
     simultaneous Revolving Credit Advances of the same Type made by the
     Revolving Credit Lenders.

          "REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving
     Credit Lender at any time, the amount set forth opposite such Lender's name
     on Schedule I hereto under the caption "Revolving Credit Commitment" or, if
     such Lender has entered into one or more


                                       18

<PAGE>

     Assignment and Acceptances, set forth for such Lender in the Register
     maintained by the Administrative Agent pursuant to Section 8.07(d) as such
     Lender's "Revolving Credit Commitment", as such amount may be reduced at or
     prior to such time pursuant to Section 2.05 or increased at or prior to
     such time pursuant to Section 2.17.

          "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 any Lender that has a Revolving Credit
     Commitment.

          "REVOLVING CREDIT NOTE" means a promissory note of the Borrower
     payable to the order of any Revolving Credit Lender, in substantially the
     form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the
     Borrower to such Lender resulting from the Revolving Credit Advances,
     Letter of Credit Advances and Swing Line Advances made by such Lender, as
     amended, endorsed or replaced.

          "SECURED HEDGE AGREEMENT" means any Hedge Agreement required or
     permitted under Article V that is entered into by and between any Loan
     Party and any Hedge Bank and that is secured by the Collateral Documents.

          "SECURED OBLIGATIONS" has the meaning specified in Section 2 of the
     Security Agreement.

          "SECURED PARTIES" means the Agents, the Lender Parties and the Hedge
     Banks.

          "SECURITY AGREEMENT" has the meaning specified in Section
     3.01(a)(iii).

          "SELLERS" means, collectively, Roxboro Overseas Limited, a private
     limited company organized under the laws of England and Wales, Roxboro
     Holdings, Inc., a Delaware corporation, Weston Group Limited, a private
     limited company organized under the laws of England and Wales, and The
     Roxboro Group plc, a private limited company organized under the laws of
     England and Wales.

          "SENIOR NOTES" means the senior notes of the Borrower in an aggregate
     principal amount of $100,000,000, issued pursuant to the Note Purchase
     Agreement.

          "SENIOR SUBORDINATED INDENTURE" means the Indenture dated as of June
     11, 2003, among Esterline Technologies Corporation, as issuer, the
     subsidiary guarantors party thereto, and The Bank of New York, as trustee,
     pursuant to which the Senior Subordinated Notes shall have been issued, as
     amended or otherwise modified to the extent permitted under Section
     5.02(j).

          "SENIOR SUBORDINATED NOTES" means the senior subordinated notes of the
     Borrower in an aggregate principal amount of $175,000,000 to be issued
     pursuant to the Senior Subordinated Indenture.

          "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
     Loan Party or any ERISA Affiliate and no Person other than the Loan Parties
     and the ERISA Affiliates or (b) was so maintained and in respect of which
     any Loan Party or any ERISA Affiliate could reasonably be expected to have
     liability under Section 4069 of ERISA in the event such plan has been or
     were to be terminated.


                                       19

<PAGE>

          "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
     particular date, 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 saleable 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.

          "SPOT RATE" means, with respect to any Foreign Currency, the rate
     quoted by Wachovia as the spot rate for the purchase by Wachovia of such
     Foreign Currency with U.S. dollars through its principal foreign exchange
     trading office at approximately 11:00 a.m. on the date two Business Days
     prior to the date as of which the foreign exchange computation is made.

          "SUBORDINATED DEBT" means any Debt of the Borrower or any of its
     Subsidiaries which by its terms is subordinated in right of payment to the
     prior payment of the Obligations of the Borrower under or in respect of the
     Loan Documents and contains subordination and other terms reasonably
     acceptable to the Administrative Agent.

          "SUBSIDIARY" of any Person means any corporation, partnership, joint
     venture, limited liability company, trust or estate of which (or in which)
     more than 50% of (a) the issued and outstanding capital stock having
     ordinary voting power to elect a majority of the Board of Directors of such
     corporation (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting power upon
     the occurrence of any contingency), (b) the interest in the capital or
     profits of such partnership, joint venture or limited liability company or
     (c) the beneficial interest in such trust or estate is at the time directly
     or indirectly owned or controlled by such Person, by such Person and one or
     more of its other Subsidiaries or by one or more of such Person's other
     Subsidiaries.

          "SUBSIDIARY GUARANTORS" mean the Subsidiaries of the Borrower listed
     on Schedule III hereto and each other Subsidiary of the Borrower that shall
     be required to execute and deliver a guaranty pursuant to Section 5.01(j)
     or (k).

          "SUBSIDIARY GUARANTY" has the meaning specified in Section
     3.01(a)(iv), together with each other guaranty and guaranty supplement
     delivered pursuant to Section 5.01(j) or (k), in each case as amended.

          "SURVIVING DEBT" means Debt of each Loan Party and its Subsidiaries
     outstanding immediately before and after giving effect to the occurrence of
     the Effective Date and described in Schedule 4.01(t) attached hereto.

          "SWING LINE ADVANCE" means an advance made by (a) the Swing Line Bank
     pursuant to Section 2.01(d) or (b) any Revolving Credit Lender pursuant to
     Section 2.02(b).

          "SWING LINE BANK" means the Swing Line Bank referred to in the
     Preliminary Statements to this Agreement and any Eligible Assignees to
     which the Swing Line Commitment hereunder has been assigned pursuant to
     Section 8.07 so long as such Eligible Assignee expressly


                                       20

<PAGE>

     agrees to perform in accordance with their terms all obligations that by
     the terms of this Agreement are required to be performed by it as a Swing
     Line Bank and notifies the Administrative Agent of its Applicable Lending
     Office and the amount of its Swing Line Commitment (which information shall
     be recorded by the Administrative Agent in the Register), for so long as
     such Swing Line Bank or Eligible Assignee, as the case may be, shall have a
     Swing Line Commitment.

          "SWING LINE BORROWING" means a borrowing consisting of a Swing Line
     Advance made by the Swing Line Bank pursuant to Section 2.01(b) or the
     Revolving Credit Lenders pursuant to Section 2.02(b).

          "SWING LINE COMMITMENT" means, with respect to the Swing Line Bank at
     any time, the amount set forth opposite the Swing Line Bank's name on
     Schedule I hereto under the caption "Swing Line Commitment" or, if the
     Swing Line Bank has entered into an Assignment and Acceptances, set forth
     for the Swing Line Bank in the Register maintained by the Administrative
     Agent pursuant to Section 8.07(d) as the Swing Line Bank's "Swing Line
     Commitment", as such amount may be reduced at or prior to such time
     pursuant to Section 2.05.

          "SWING LINE FACILITY" has the meaning specified in Section 2.01(b).

          "SWING LINE NOTE" means a promissory note of the Borrower payable to
     the order of the Swing Line Bank and any other Lender that has made Swing
     Line Advances, in substantially the form of Exhibit A-2 hereto, evidencing
     the indebtedness of the Borrower to such Lender resulting from Swing Line
     Advances made by such Lender, as amended, endorsed or replaced.

          "TAXES" has the meaning specified in Section 2.12(a).

          "TAX RETURNS" means all returns, reports, statements, declarations and
     schedules required to be filed with a governmental or taxing authority with
     respect to any taxes.

          "TERMINATION DATE" means the earliest of (a) the date of termination
     in whole of the Revolving Credit Commitments, the Letter of Credit
     Commitment and the Swing Line Commitment and the acceleration of the
     Advances pursuant to Section 6.01, (b) the date of termination in whole of
     the Revolving Credit Commitments, the Letter of Credit Commitment and the
     Swing Line Commitment and the prepayment of the Advances pursuant to
     Sections 2.05 and 2.06 and (c) November 14, 2010.

          "TERM LOAN ADVANCE" has the meaning specified in Section 2.01(d).

          "TERM LOAN COMMITMENT" means, with respect to any Term Loan Lender at
     any time, the amount set forth opposite such Lender's name on Schedule I
     hereto under the caption "Term Loan Commitment".

          "TERM LOAN LENDER" means any Lender that holds a Term Loan Commitment
     or a portion of the outstanding Term Loan Advance.

          "TERM NOTE" means a promissory note of the Borrower payable to the
     order of any Term Loan Lender, in substantially the form of Exhibit A-3
     hereto, evidencing the aggregate indebtedness of the Borrower to such
     Lender resulting from the Term Loan Advance of such Term Loan Lender, as
     amended, endorsed or replaced.


                                       21

<PAGE>

          "TREASURER" means the officer of certain of the Loan Parties holding
     such title, such holder as of the date hereof being Mr. Robert D. George.

          "TREASURY REGULATIONS" means Treasury regulations promulgated under
     the Internal Revenue Code.

          "TREATY ON EUROPEAN UNION" means the Treaty of Rome of March 25, 1957,
     as amended by the Single European Act 1986 and the Maastricht Treaty (which
     was signed at Maastricht on February 1, 1992 and came into force on
     November 1, 1993), as amended from time to time.

          "TYPE" refers to the distinction between Advances bearing interest at
     the Base Rate, Advances bearing interest at the Eurodollar Rate and
     Advances bearing Interest at the LIBOR Market Index Rate.

          "U.K. SECURITY DOCUMENTS" means each of the charge over shares between
     Advanced Input Devices, Inc. and the Collateral Agent and the charge over
     shares between Kirkhill-TA Co. and the Collateral Agent each dated on or
     about the date hereof.

          "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to any
     Revolving Credit Lender at any time, an amount equal to (a) such Lender's
     Revolving Credit Commitment at such time minus (b) the sum of (i) the
     aggregate principal Dollar Amount of all Revolving Credit Advances, Swing
     Line Advances and Letter of Credit Advances made by such Lender (in its
     capacity as a Lender) and outstanding at such time plus (ii) if any
     Revolving Credit Advance is denominated in a Foreign Currency, an amount
     equal to 5% of the Dollar Amount of such Revolving Credit Advance plus
     (iii) such Lender's Pro Rata Share of (A) the aggregate Reserved Available
     Amount of all Letters of Credit outstanding at such time, (B) the aggregate
     principal amount of all Letter of Credit Advances made by the Issuing Bank
     pursuant to Section 2.03(c) and outstanding at such time and (C) the
     aggregate principal amount of all Swing Line Advances made by the Swing
     Line Bank pursuant to Section 2.01(d) and outstanding at such time.

          "VOTING INTERESTS" means shares of capital stock issued by a
     corporation, or equivalent Equity Interests in any other Person, the
     holders of which are ordinarily, in the absence of contingencies, entitled
     to vote for the election of directors (or persons performing similar
     functions) of such Person, even if the right so to vote has been suspended
     by the happening of such a contingency.

          "WACHOVIA" has the meaning specified in the Preliminary Statements to
     this Agreement.

          "WITHDRAWAL LIABILITY" has the meaning specified in Part 1 of Subtitle
     E of Title IV of ERISA.

     SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Loan Documents in the computation of periods of
time from a specified date to a later specified date, the word "FROM" means
"from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" means and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms. References in the Loan Documents to the term "date
hereof" means June 11, 2003 unless otherwise specified.


                                       22

<PAGE>

     SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those in effect as of the Amendment No. 3
Effective Date ("GAAP").

     SECTION 1.04. Currency Equivalents Generally. Any amount specified in this
Agreement (other than in Articles II, VII and IX) or any of the other Loan
Documents to be in U.S. dollars shall also include the equivalent of such amount
in any currency other than U.S. dollars, such equivalent amount to be determined
at the rate of exchange quoted by Wachovia in New York, 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 U.S. dollars with such other
currency.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

     SECTION 2.01. The Advances and the Letters of Credit. (a). The Revolving
Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and
conditions hereinafter set forth, to make advances (each, a "REVOLVING CREDIT
ADVANCE") in U.S. dollars and in Foreign Currencies to the Borrower from time to
time on any Business Day during the period from the Effective Date until the
Termination Date in respect of the Revolving Credit Facility in a Dollar Amount
for each such Advance not to exceed such Lender's Unused Revolving Credit
Commitment at such time; provided, that the aggregate Dollar Amount of all
Revolving Credit Advances denominated in a Foreign Currency shall not exceed
$25,000,000. Each Revolving Credit Borrowing shall be in an aggregate Dollar
Amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof
(other than a Borrowing the proceeds of which shall be used solely to repay or
prepay in full outstanding Swing Line Advances or outstanding Letter of Credit
Advances) and shall consist of Revolving Credit Advances made simultaneously by
the Revolving Credit Lenders ratably according to their Revolving Credit
Commitments. Within the limits of each Revolving Credit Lender's Unused
Revolving Credit Commitment in effect from time to time, the Borrower may borrow
under this Section 2.01(a), prepay pursuant to Section 2.06(a) and reborrow
under this Section 2.01(a).

     (b) The Swing Line Advances. The Swing Line Bank agrees, on the terms and
conditions hereinafter set forth, to make Swing Line Advances in U.S. dollars to
the Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in respect of the Revolving Credit
Facility (i) in an aggregate amount not to exceed at any time outstanding the
Swing Line Commitment (the "SWING LINE FACILITY") and (ii) in an amount for each
such Swing Line Borrowing not to exceed the aggregate of the Unused Revolving
Credit Commitments of the Revolving Credit Lenders at such time. No Swing Line
Advance shall be used for the purpose of funding the payment of principal of any
other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of
$100,000 or an integral multiple of $25,000 in excess thereof and shall be made
as a Base Rate Advance. Within the limits of the Swing Line Facility and within
the limits referred to in clause (ii) above, the Borrower may borrow under this
Section 2.01(b), repay pursuant to Section 2.04(d) or prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(b).

     (c) The Letters of Credit. The Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue (or cause any of its Affiliates that
constitute a commercial bank to issue on its behalf) letters of credit (the
"LETTERS OF CREDIT") in U.S. dollars and in Foreign Currencies for the account
of the Borrower from time to time on any Business Day during the period from the
Effective Date


                                       23

<PAGE>

until the Termination Date in respect of the Revolving Credit Facility (provided
that any Letter of Credit maturing later than five Business days prior to the
Termination Date shall be cash-collateralized in the applicable currency in an
amount equal to 110% of the face amount of such Letter of Credit no later than
five Business Days prior to the Termination Date) in an aggregate Reserved
Available Amount (i) for all Letters of Credit not to exceed at any time the
lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing
Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of
Credit not to exceed the Unused Revolving Credit Commitments of the Revolving
Credit Lenders at such time. No Letter of Credit shall have an expiration date
(including all rights of the Borrower or the beneficiary to require renewal)
later than 30 days before the Termination Date in respect of the Revolving
Credit Facility, but may by its terms be renewable annually upon written notice
(a "NOTICE OF RENEWAL") given to the Issuing Bank that issued such Letter of
Credit and the Administrative Agent on or prior to any date for notice of
renewal set forth in such Letter of Credit but in any event at least three
Business Days prior to the date of the proposed renewal of such Letter of Credit
and upon fulfillment of the applicable conditions set forth in Article III
unless the Issuing Bank has notified the Borrower (with a copy to the
Administrative Agent) on or prior to the date for notice of termination set
forth in such Letter of Credit but in any event at least 30 Business Days prior
to the date of automatic renewal of its election not to renew such Letter of
Credit (a "NOTICE OF TERMINATION"); provided that the terms of each Letter of
Credit that is automatically renewable annually shall (x) require the Issuing
Bank that issued such Letter of Credit to give the beneficiary named in such
Letter of Credit notice of any Notice of Termination, (y) permit such
beneficiary, upon receipt of such notice, to draw under such Letter of Credit
prior to the date such Letter of Credit otherwise would have been automatically
renewed and (z) not permit the expiration date (after giving effect to any
renewal) of such Letter of Credit in any event to be extended to a date later
than 30 days before the Termination Date in respect of the Revolving Credit
Facility. If either a Notice of Renewal is not given by the Borrower or a Notice
of Termination is given by the Issuing Bank pursuant to the immediately
preceding sentence, such Letter of Credit shall expire on the date on which it
otherwise would have been automatically renewed. Within the limits of the Letter
of Credit Facility, and subject to the limits referred to above, the Borrower
may request the issuance of Letters of Credit under this Section 2.01(c), repay
any Letter of Credit Advances resulting from drawings thereunder pursuant to
Section 2.03(c) and request the issuance of additional Letters of Credit under
this Section 2.01(c).

     (d) The Term Loan Advance. Each Term Loan Lender severally agrees, on the
terms and conditions hereinafter set forth, to make an advance (the "TERM LOAN
ADVANCE") to the Borrower on the Amendment No. 4 Effective Date in an amount
denominated in British Pounds Sterling equal to such Lender's Term Loan
Commitment.

     SECTION 2.02. Making the Advances. (a) Except as otherwise provided in
Section 2.02(b), 2.02(h) or 2.03, each Borrowing (other than the Term Loan
Advance) shall be made on notice, given not later than 2:00 P.M. (New York City
time) on the (i) third Business Day prior to the date of the proposed Borrowing
in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in
U.S. dollars, (ii) fourth Business Day prior to the date of the proposed
Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances
denominated in Foreign Currencies or (iii) the first Business Day prior to the
date of the proposed Borrowing in the case of a Borrowing consisting of Base
Rate Advances denominated in U.S. dollars, by the Borrower to the Administrative
Agent, which shall give to each Appropriate Lender prompt notice thereof. Each
such notice of a Borrowing (a "NOTICE OF BORROWING") shall be by telephone,
confirmed immediately in writing, or telex or telecopier, in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of
Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing,
(v) the applicable currency of such Borrowing and (vi) in the case of a
Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for
each such Advance. Each Appropriate Lender shall, before 2:00 P.M. (New York
City time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's


                                       24

<PAGE>

Account, in same day funds and in the applicable currency, such Lender's ratable
portion of such Borrowing in accordance with the respective Commitments under
the applicable Facility of such Lender and the other Appropriate Lenders. After
the Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by crediting the Borrower's Account;
provided, however, that, in the case of any Revolving Credit Borrowing
denominated in U.S. dollars, the Administrative Agent shall first make a portion
of such funds equal to the aggregate principal amount of any Swing Line Advances
and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank,
as the case may be, and by any other Revolving Credit Lender and outstanding on
the date of such Revolving Credit Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to the Swing Line Bank or the Issuing
Bank, as the case may be, and such other Revolving Credit Lenders for repayment
of such Swing Line Advances and Letter of Credit Advances.

     (b) Each Swing Line Borrowing shall be made on notice, given not later than
2:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing,
by the Borrower to the Swing Line Bank and the Administrative Agent. Each such
notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE BORROWING") shall be
by telephone, confirmed immediately in writing, or telex or telecopier,
specifying therein the requested (i) date of such Borrowing, (ii) amount of such
Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later
than the seventh day after the requested date of such Borrowing). The Swing Line
Bank will make the amount of the requested Swing Line Advances available to the
Administrative Agent at the Administrative Agent's Account, in same day funds.
After the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower by crediting the Borrower's
Account. Upon written demand by the Swing Line Bank, with a copy of such demand
to the Administrative Agent, or in any event automatically upon the maturity of
each Swing Line Advance, each other Revolving Credit Lender shall purchase from
the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such
other Revolving Credit Lender, such other Lender's Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand, by making
available for the account of its Applicable Lending Office to the Administrative
Agent for the account of the Swing Line Bank, by deposit to the Administrative
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased by such
Lender. The Borrower hereby agrees to each such sale and assignment. Each
Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding
Swing Line Advance on (i) the Business Day on which demand therefor is made by
the Swing Line Bank, or in any event automatically upon the maturity of each
Swing Line Advance, provided that notice of such demand is given not later than
2:00 P.M. (New York City time) on such Business Day or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time. Upon any such assignment by the Swing Line Bank to any other Revolving
Credit Lender of a portion of a Swing Line Advance, the Swing Line Bank
represents and warrants to such other Lender that the Swing Line Bank is the
legal and beneficial owner of such interest being assigned by it, but makes no
other representation or warranty and assumes no responsibility or recourse with
respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and
to the extent that any Revolving Credit Lender shall not have so made the amount
of such Swing Line Advance available to the Administrative Agent, such Revolving
Credit Lender agrees to pay to the Administrative Agent forthwith on demand such
amount together with interest thereon, for each day from the date of demand by
the Swing Line Bank until the date such amount is paid to the Administrative
Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such amount for the account of the Swing Line Bank on any Business Day,
such amount so paid in respect of principal shall constitute a Swing Line
Advance made by such Lender on such Business Day for purposes of this Agreement,
and the outstanding principal amount of the Swing Line Advance made by the Swing
Line Bank shall be reduced by such amount on such Business Day.


                                       25

<PAGE>

          (c) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for the initial
Borrowing hereunder or for any Borrowing if the aggregate Dollar Amount of such
Borrowing is less than $5,000,000 or if the obligation of the Appropriate
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.09 or 2.10, (ii) the Revolving Credit Advances may not be outstanding
as part of more than 5 separate Borrowings, (iii) the Borrower may not request
that any Advances be made as LIBOR Market Index Rate Advances and (iv) all
Revolving Credit Advances denominated in a Foreign Currency shall be made as
Eurodollar Rate Advances.

          (d) Each Notice of Borrowing and each Notice of Swing Line Borrowing
shall be irrevocable and binding on the Borrower. In the case of any Borrowing
that the related Notice of Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each Appropriate Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or before the date specified in such Notice of Borrowing for such
Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part of
such Borrowing when such Advance, as a result of such failure, is not made on
such date.

          (e) Unless the Administrative Agent shall have received written notice
from an Appropriate Lender prior to the date of any Borrowing under a Facility
under which such Lender has a Commitment that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay or pay to the Administrative
Agent forthwith on demand such corresponding amount and to pay interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid or paid to the Administrative Agent, at (i) in
the case of the Borrower, the interest rate applicable at such time under
Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such corresponding amount, such amount so paid shall constitute such
Lender's Advance as part of such Borrowing for all purposes.

          (f) The failure of any Lender to make the Advance 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 Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.

          (g) The Administrative Agent may conclusively rely on the purported
genuineness of all telephonic notices, without any responsibility or liability,
except for its own gross negligence or willful misconduct.

          (h) The Term Loan Advance shall be made on the Amendment No. 4
Effective Date as a Eurodollar Rate Advance. Each Appropriate Lender shall,
before 2:00 P.M. (New York City time) on the Amendment No. 4 Effective Date,
make available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent's Account (or such other
account as directed by the Administrative Agent), in same day funds and in
British Pounds Sterling, such Lender's ratable portion of the Term Loan Advance
in accordance with the respective Term Loan Commitments. After the


                                       26

<PAGE>

Administrative Agent's receipt of such funds, the Administrative Agent will make
such funds available to the Borrower by crediting the Borrower's Account.

     SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of
Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give to the
Administrative Agent and each Revolving Credit Lender prompt notice thereof by
telecopier or electronic communication. Each such notice of issuance of a Letter
of Credit (a "NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately
in writing, or telecopier or electronic communication, specifying therein the
requested (i) date of such issuance (which shall be a Business Day), (ii)
Available Amount of such Letter of Credit (which amount shall not be less than
$50,000 or shall be otherwise acceptable to the Issuing Bank), (iii) expiration
date of such Letter of Credit, (iv) name and address of the beneficiary of such
Letter of Credit, (v) currency and face amount of such Letter of Credit and (vi)
form of such Letter of Credit, and shall be accompanied by such application and
agreement for letter of credit as the Issuing Bank may specify to the Borrower
for use in connection with such requested Letter of Credit (a "LETTER OF CREDIT
AGREEMENT"). If (A) the requested form of such Letter of Credit is acceptable to
the Issuing Bank in its sole discretion and (B) it has not received notice of
objection to such issuance from the Required Lenders, the Issuing Bank will,
upon fulfillment of the applicable conditions set forth in Article III, make
such Letter of Credit available to the Borrower at its office referred to in
Section 8.02 or as otherwise agreed with the Borrower in connection with such
issuance. In the event and to the extent that the provisions of any Letter of
Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.

          (b) Letter of Credit Reports. The Issuing Bank shall furnish (i) to
the Administrative Agent on the first Business Day of each week a written report
summarizing issuance and expiration dates of Letters of Credit issued during the
previous week and drawings during such week under all Letters of Credit, (ii) to
each Revolving Credit Lender on the first Business Day of each month a written
report summarizing issuance and expiration dates of Letters of Credit issued
during the preceding month and drawings during such month under all Letters of
Credit and (iii) to the Administrative Agent and each Revolving Credit Lender on
the first Business Day of each calendar quarter a written report setting forth
the average daily aggregate Available Amount during the preceding calendar
quarter of all Letters of Credit.

          (c) Participations in Letters of Credit. Upon the issuance of a Letter
of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be
deemed, without further action by any party hereto, to have sold to each
Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed,
without further action by any party hereto, to have purchased from the Issuing
Bank, a participation in such Letter of Credit in an amount for each Revolving
Credit Lender equal to such Lender's Pro Rata Share of the Available Amount of
such Letter of Credit, effective upon the issuance of such Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Credit Lender
hereby absolutely and unconditionally agrees to pay such Lender's Pro Rata Share
of each Letter of Credit Advance made by the Issuing Bank and not reimbursed by
the Borrower forthwith on the date due as provided in Section 2.04(c) (or which
has been so reimbursed but must be returned or restored by the Issuing Bank
because of the occurrence of an event specified in Section 6.01(f) or otherwise)
by making available for the account of its Applicable Lending Office to the
Administrative Agent for the account of the Issuing Bank by deposit to the
Administrative Agent's Account, in same day funds and in U.S. dollars, an amount
equal to such Lender's Pro Rata Share of such Letter of Credit Advance. Each
Revolving Credit Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this Section 2.03(c) in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of


                                       27

<PAGE>

Default or the termination of the Commitments, and that each such payment shall
be made without any off-set, abatement, withholding or reduction whatsoever. If
and to the extent that any Revolving Credit Lender shall not have so made the
amount of such Letter of Credit Advance available to the Administrative Agent,
such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith
on demand such amount together with interest thereon, for each day from the date
such Letter of Credit Advance is due pursuant to Section 2.04(c) until the date
such amount is paid to the Administrative Agent, at the Federal Funds Rate for
its account or the account of the Issuing Bank. If such Lender shall pay to the
Administrative Agent such amount for the account of the Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by the Issuing Bank shall be reduced by such amount on such
Business Day.

          (d) Drawing and Reimbursement. The payment by the Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by the Issuing Bank of a Letter of Credit Advance, which
shall be a Base Rate Advance denominated in U.S. dollars, in the Dollar Amount
of such draft.

          (e) Failure to Make Letter of Credit Advances. The failure of any
Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date

          (f) Applicability of ISP98. Unless otherwise expressly agreed by the
Issuing Bank and the Borrower when a Letter of Credit is issued, 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.

     SECTION 2.04. Repayment of Advances. (a) Revolving Credit Advances. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Revolving Credit Lenders on the Termination Date in respect of the Revolving
Credit Facility the aggregate principal amount of the Revolving Credit Advances
then outstanding.

          (b) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each other
Revolving Credit Lender that has made a Swing Line Advance the outstanding
principal amount of each Swing Line Advance made by each of them on the earlier
of the maturity date specified in the applicable Notice of Swing Line Borrowing
(which maturity shall be no later than the seventh day after the requested date
of such Borrowing) and the Termination Date in respect of the Revolving Credit
Facility.

          (c) Letter of Credit Advances. (i) The Borrower shall repay to the
Administrative Agent in U.S. dollars for the account of the Issuing Bank and
each other Revolving Credit Lender that has made a Letter of Credit Advance on
the earlier of demand and the Termination Date in respect of the Revolving
Credit Facility the outstanding principal amount of each Letter of Credit
Advance made by each of them.

          (ii) The Obligations of the Borrower and the Revolving Credit Lenders
under this Agreement, any Letter of Credit Agreement and any other agreement or
instrument relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of


                                       28

<PAGE>

this Agreement, such Letter of Credit Agreement and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances:

          (A) any lack of validity or enforceability of any Loan Document, any
     Letter of Credit Agreement, any Letter of Credit or any other agreement or
     instrument relating thereto (all of the foregoing being, collectively, the
     "L/C RELATED DOCUMENTS");

          (B) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations of the Borrower in respect of
     any L/C Related Document or any other amendment or waiver of or any consent
     to departure from all or any of the L/C Related Documents;

          (C) the existence of any claim, set-off, defense or other right that
     the Borrower may have at any time against any beneficiary or any transferee
     of a Letter of Credit (or any Persons for which any such beneficiary or any
     such transferee may be acting), the Issuing Bank or any other Person,
     whether in connection with the transactions contemplated by the L/C Related
     Documents or any unrelated transaction;

          (D) any statement or any other document presented under a 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;

          (E) payment by the Issuing Bank under a Letter of Credit against
     presentation of a draft, certificate or other document that does not
     strictly comply with the terms of such Letter of Credit;

          (F) any exchange, release or non-perfection of any Collateral or other
     collateral, or any release or amendment or waiver of or consent to
     departure from the Subsidiary Guaranties or any other guarantee, for all or
     any of the Obligations of the Borrower in respect of the L/C Related
     Documents;

          (G) any fluctuation in currency exchange rates; or

          (H) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including, without limitation, any other
     circumstance that might otherwise constitute a defense available to, or a
     discharge of, the Borrower or a guarantor.

          (d) Term Loan Advance. The principal amount of the Term Loan Advance
shall be repaid to the Term Loan Lenders in sixteen (16) consecutive quarterly
installments denominated in British Pounds Sterling (as reduced pursuant to
Section 2.06(a)) based on the following percentages of the initial amount
(expressed in British Pounds Sterling) of the Term Loan Advance:

<TABLE>
<CAPTION>
PRINCIPAL AMORTIZATION PAYMENT DATE   PRINCIPAL AMORTIZATION PAYMENT
-----------------------------------   ------------------------------
<S>                                   <C>
March 31, 2007                                     1.25%
June 30, 2007                                      1.25%
September 30, 2007                                 1.25%
</TABLE>


                                       29

<PAGE>

<TABLE>
<S>                                   <C>
December 31, 2007                                  1.25%
March 31, 2008                                     2.50%
June 30, 2008                                      2.50%
September 30, 2008                                 2.50%
December 31, 2008                                  2.50%
March 31, 2009                                     5.00%
June 30, 2009                                      5.00%
September 30, 2009                                 5.00%
December 31, 2009                                  5.00%
March 31, 2010                                    16.25%
June 30, 2010                                     16.25%
September 30, 2010                                16.25%
Termination Date                      16.25% or the remaining amount
                                         of the Term Loan Advance
</TABLE>

     SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional.
The Borrower may, upon at least five Business Days' written notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the Swing Line Facility and the Letter of Credit Facility and the Unused
Revolving Credit Commitments; provided, however, that each partial reduction of
a Facility (i) shall be in an aggregate Dollar Amount of at least $5,000,000 or
an integral multiple of $1,000,000 in excess thereof and (ii) shall be made
ratably among the Appropriate Lenders in accordance with their Commitments with
respect to such Facility.

          (b) Mandatory. (i) The Letter of Credit Facility shall be permanently
reduced from time to time on the date of each reduction in the Revolving Credit
Facility by the amount, if any, by which the amount of the Letter of Credit
Facility exceeds the Revolving Credit Facility after giving effect to such
reduction of the Revolving Credit Facility.

          (ii) The Swing Line Facility shall be permanently reduced from time to
time on the date of each reduction in the Revolving Credit Facility by the
amount, if any, by which the amount of the Swing Line Facility exceeds the
Revolving Credit Facility after giving effect to such reduction of the Revolving
Credit Facility.

     SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon at least
(i) one Business Day's notice (which may be telephonic, with prompt written
notice to confirm such notice and with no liability on the part of the
Administrative Agent for acting on such notice) in the case of Base Rate
Advances and LIBOR Market Index Rate Advances denominated in U.S. dollars, (ii)
three Business


                                       30

<PAGE>
 Days' notice in the case of Eurodollar Rate Advances denominated in U.S.
dollars and (iii) four Business Days' notice in the case of Advances denominated
in Foreign Currencies, in each case to the Administrative Agent stating the
proposed date and aggregate principal amount of the prepayment, and if such
notice is given the Borrower shall, prepay the outstanding aggregate principal
amount of the Advances comprising part of the same Borrowing in whole or ratably
in part, together with accrued interest to the date of such prepayment on the
aggregate principal amount prepaid; provided, however, that (i) each partial
prepayment shall be in an aggregate principal Dollar Amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate
amount of Revolving Credit Borrowings then outstanding) and (ii) if any
prepayment of a Eurodollar Rate Advance is made on a date other than the last
day of an Interest Period for such Advance, the Borrower shall also pay any
amounts owing pursuant to Section 8.04(c). To the extent the Borrower elects to
prepay the Term Loan Advance, amounts prepaid under this Section 2.06(b) shall
be applied ratably to the remaining principal installments thereof.

          (b) Mandatory. (i) The Borrower shall, on each applicable Business
Day, prepay an aggregate principal amount of the Revolving Credit Advances
comprising part of the same Borrowings, the Letter of Credit Advances and the
Swing Line Advances and deposit an amount in the Deposit Account in an amount
equal to the amount by which (A) the sum of the aggregate principal Dollar
Amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances
and (z) the Swing Line Advances then outstanding plus the aggregate Reserved
Available Amount of all Letters of Credit then outstanding exceeds (B) the
Revolving Credit Facility on such Business Day.

          (ii) The Borrower shall, on each applicable Business Day, pay to the
Administrative Agent for deposit in the Deposit Account an amount sufficient to
cause the aggregate amount on deposit in the Deposit Account to equal the amount
by which the aggregate Reserved Available Amount of all Letters of Credit then
outstanding exceeds the Letter of Credit Facility on such Business Day.

          (iii) Prepayments of the Revolving Credit Facility made pursuant to
clause (i) shall be first applied to prepay Letter of Credit Advances then
outstanding until such Advances are paid in full, second applied to prepay Swing
Line Advances then outstanding until such Advances are paid in full, and third
applied to prepay Revolving Credit Advances then outstanding comprising part of
the same Borrowings until such Advances are paid in full and fourth deposited in
the Deposit Account to cash collateralize 100% of the Reserved Available Amount
of the Letters of Credit then outstanding. Upon the drawing of any Letter of
Credit for which funds are on deposit in the Deposit Account, such funds shall
be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as
applicable.

          (iv) All prepayments under this subsection (b) shall be made together
with accrued interest to the date of such prepayment on the principal amount
prepaid, together with any amounts owing pursuant to Section 8.04(c). If any
payment of Eurodollar Rate Advances otherwise required to be made under this
Section 2.06(b) would be made on a day other than the last day of the applicable
Interest Period therefor, the Borrower may direct the Administrative Agent to
(and if so directed, the Administrative Agent shall) deposit such payment in the
Deposit Account until the last day of the applicable Interest Period at which
time the Administrative Agent shall apply the amount of such payment to the
prepayment of such Advances; provided, however, that such Advances shall
continue to bear interest as set forth in Section 2.07 until the last day of the
applicable Interest Period therefor.

     SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:


                                       31

<PAGE>

          (i) Base Rate Advances. During such periods as such Advance is a Base
     Rate Advance, a rate per annum equal at all times to the sum of (A) the
     Base Rate in effect from time to time plus (B) the Applicable Margin in
     effect from time to time, payable in arrears quarterly on the last day of
     each February, May, August and November during such periods and on the date
     such Base Rate Advance shall be Converted or paid in full.

          (ii) Eurodollar Rate Advances. During such periods as such Advance is
     a Eurodollar Rate Advance, a rate per annum equal at all times during each
     Interest Period for such Advance to the sum of (A) the Eurodollar Rate for
     such Interest Period for such Advance plus (B) the Applicable Margin in
     effect on the first day of such Interest Period, payable in arrears on the
     last day of such Interest Period and, if such Interest Period has a
     duration of more than three months, on each day that occurs during such
     Interest Period every three months from the first day of such Interest
     Period and on the date such Eurodollar Rate Advance shall be Converted or
     paid in full.

          (iii) LIBOR Market Index Rate Advances. During such period as such
     Advance is a LIBOR Market Index Rate Advance, a rate per annum equal at all
     times to the sum of (A) the LIBOR Market Index Rate in effect from time to
     time plus (B) the Applicable Margin in effect from time to time, payable in
     arrears quarterly on the last day of each February, May, August and
     November during such periods and on the date such LIBOR Market Index Rate
     Advance shall be Converted or paid in full.

          (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and upon the request of
the Required Lenders shall, require that the Borrower pay interest ("DEFAULT
INTEREST") on (i) the unpaid principal amount of each Advance owing to each
Lender Party, payable in arrears on the dates referred to in clause (i), (ii) or
(iii) of Section 2.07(a), as applicable, and on demand, at a rate per annum
equal at all times to 2% per annum above the highest rate per annum pursuant to
the definition of "APPLICABLE MARGIN", and (ii) to the fullest extent permitted
by applicable law, the amount of any interest, fee or other amount payable under
this Agreement or any other Loan Document to any Agent or any Lender Party that
is not paid when due, from the date such amount shall be due until such amount
shall be paid in full, payable in arrears on the date such amount shall be paid
in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid, in the case of interest, on the
Type of Advance on which such interest has accrued pursuant to clause (i), (ii)
or (iii) of Section 2.07(a), as applicable, and, in all other cases, on Base
Rate Advances pursuant to clause (i) of Section 2.07(a); provided, however, that
following the acceleration of the Advances, or the giving of notice by the
Administrative Agent to accelerate the Advances, pursuant to Section 6.01,
Default Interest shall accrue and be payable hereunder whether or not previously
required by the Administrative Agent.

          (c) Notice of Interest Period and Interest Rate. Promptly after
receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Appropriate
Lender of the applicable Interest Period and the applicable interest rate
determined by the Administrative Agent for purposes of clause (a)(i), (a)(ii) or
(a)(iii) above.

     SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of the Lenders a commitment fee, from the
date hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date, payable in arrears
quarterly on the last day of each February, May, August and November, commencing
August 30, 2003, and on the


                                       32

<PAGE>

Termination Date in respect of the applicable Facility, at the Applicable
Commitment Fee Percentage of the average daily Unused Revolving Credit
Commitment of such Lender.

          (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commission, payable in arrears quarterly on the last day of each February, May,
August and November, commencing August 30, 2003, and on the Termination Date in
respect of the Letter of Credit Facility, on such Lender's Pro Rata Share of the
average daily aggregate Available Amount during such quarter of all Letters of
Credit of the Applicable Margin for Eurodollar Rate Advances under the Revolving
Credit Facility. Upon the occurrence and during the continuance of an Event of
Default, the amount of commission payable by the Borrower under this clause
(b)(i) shall be increased by 2% per annum (without duplication of amounts
payable under Section 2.07(b)).

          (ii) The Borrower shall pay to the Issuing Bank, for its own account,
such commissions, issuance fees, fronting fees, transfer fees and other fees and
charges in connection with the issuance or administration of each Letter of
Credit as the Borrower and the Issuing Bank shall agree, with the initial
fronting fee equal to 0.125% per annum on the Available Amount of all Letters of
Credit issued by the Issuing Bank payable quarterly in arrears on the last day
of each February, May, August and November, commencing August 30, 2003.

          (c) Agents' Fees. The Borrower shall pay to each Agent for its own
account such fees as may from time to time be agreed between the Borrower and
such Agent, including the fees set forth in the Fee Letter.

     SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may on any
Business Day, upon notice given to the Administrative Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion in the case of a Conversion of Advances denominated in U.S.
dollars subject to the provisions of Sections 2.07 and 2.10, Convert all or any
portion of the Advances of one Type comprising the same Borrowing into Advances
of another Type; provided, however, that (A) any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances, (B) any Conversion of Base
Rate Advances into Eurodollar Rate Advances shall be in an amount not less than
the minimum amount specified in Section 2.02(c), (C) no Conversion of any
Advances shall result in more separate Borrowings than permitted under Section
2.02(c), (D) each Conversion of Advances comprising part of the same Borrowing
under any Facility shall be made ratably among the Appropriate Lenders in
accordance with their Commitments under such Facility, (E) the Borrower shall
not have the option to Convert any Advances into LIBOR Market Index Rate
Advances and (F) no Advance denominated in a Foreign Currency may be Converted
into Base Rate Advances. Each such notice of Conversion shall, within the
restrictions specified above, specify (1) the date of such Conversion, (2) the
Advances to be Converted and (3) if such Conversion is into Eurodollar Rate
Advances, the duration of the initial Interest Period for such Advances. Each
notice of Conversion shall be irrevocable and binding on the Borrower.

          (b) Mandatory. (i) On the date on which the aggregate unpaid principal
Dollar Amount of Eurodollar Rate Advances comprising any Borrowing (other than
the Term Loan Advance) shall be reduced, by payment or prepayment or otherwise,
to less than $5,000,000, such Advances shall automatically, on the last day of
the then existing Interest Period therefor, (A) in the case of all Advances
other than Advances denominated in Foreign Currencies, Convert into Base Rate
Advances and (B) in the case of Advances denominated in Foreign Currencies (or
any portion thereof), be repaid and reborrowed (at the option of the Borrower)
as Base Rate Advances denominated in U.S. dollars.


                                       33

<PAGE>

          (ii) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Appropriate
Lenders, whereupon each such Eurodollar Rate Advance shall automatically, on the
last day of the then existing Interest Period therefor, (A) in the case of all
Advances other than Advances denominated in Foreign Currencies, Convert into
Base Rate Advances and (B) in the case of Advances denominated in Foreign
Currencies (or any portion thereof), be continued as Eurodollar Rate Advances
with an Interest Period of one month.

          (iii) Upon the occurrence and during the continuance of any Default,
(A) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, (1) in the case of all Advances other than
Advances denominated in Foreign Currencies, Convert into Base Rate Advances, (2)
in the case of the Revolving Credit Advances denominated in Foreign Currencies
(or any portion thereof), (I) at the request of the Administrative Agent (acting
upon the direction of the Required Lenders), be repaid and reborrowed (at the
option of the Borrower) as a Base Rate Advance denominated in U.S. dollars or
(II) be continued as Eurodollar Rate Advances with an Interest Period of one
month and (3) in the case of the Term Loan Advance, be continued as Eurodollar
Rate Advances with an Interest Period of one month and (B) upon written notice
from the Administrative Agent (in its discretion or as required by the Required
Lenders in writing) to the Borrower, the obligation of the Lenders to make
Advances denominated in Foreign Currencies or to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended.

     SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender Party of agreeing to make
or of making, funding or maintaining Eurodollar Rate Advances, Advances
denominated in Foreign Currencies or of agreeing to issue or of issuing or
maintaining or participating in Letters of Credit or of agreeing to make or of
making or maintaining Letter of Credit Advances (excluding, for purposes of this
Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes
(as to which Section 2.12 shall govern exclusively) and (y) changes in the basis
of taxation of overall net income or overall gross income by the United States
or by the foreign jurisdiction or state under the laws of which such Lender
Party is organized or has its Applicable Lending Office, in each case including
any political subdivision thereof), then the Borrower shall from time to time,
upon demand by such Lender Party (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender Party additional amounts sufficient to compensate such Lender Party for
such increased cost; provided, however, that a Lender Party claiming additional
amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would
avoid the need for, or reduce the amount of, such increased cost that may
thereafter accrue and would not, in the reasonable judgment of such Lender
Party, be otherwise disadvantageous to such Lender Party. A certificate as to
the amount of such increased cost, submitted to the Borrower by such Lender
Party, shall be conclusive and binding for all purposes, absent manifest error.

          (b) If, due to either (i) the introduction or effectiveness of or any
change in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the amount of capital required or expected to be maintained by
any Lender Party or any corporation controlling such Lender Party as a result of
or based upon the existence of such Lender Party's commitment to lend or to
issue or participate in Letters of Credit hereunder and other commitments of
such type or the issuance or maintenance of or participation in the Letters of
Credit (or


                                       34

<PAGE>

similar contingent obligations), then, upon demand by such Lender Party or such
corporation (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to the Administrative Agent for the account of such Lender
Party, from time to time as specified by such Lender Party, additional amounts
sufficient to compensate such Lender Party in the light of such circumstances,
to the extent that such Lender Party reasonably determines such increase in
capital to be allocable to the existence of such Lender Party's commitment to
lend or to issue or participate in Letters of Credit hereunder or to the
issuance or maintenance of or participation in any Letters of Credit. A
certificate as to such amounts submitted to the Borrower by such Lender Party
shall be conclusive and binding for all purposes, absent manifest error.

          (c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed at least 51% of the then aggregate unpaid principal
amount thereof notify the Administrative Agent in good faith that the Eurodollar
Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Lenders of making, funding or maintaining their Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Appropriate Lenders, whereupon (i) each such
Eurodollar Rate Advance under such Facility will automatically, on the last day
of the then existing Interest Period therefor, (A) in the case of all Advances
other than Advances denominated in Foreign Currencies, Convert into Base Rate
Advances, (B) in the case of the Revolving Credit Advances denominated in
Foreign Currencies (or any portion thereof), be repaid and reborrowed (at the
option of the Borrower) as a Base Rate Advance denominated in U.S. dollars and
(C) in the case of the Term Loan Advance, be Converted to a LIBOR Market Index
Rate Advance and (ii) the obligation of the Appropriate Lenders to make Advances
denominated in Foreign Currencies or make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist. Upon such notification, all LIBOR
Market Index Rate Advances arising as a result of such circumstances shall
automatically Convert to Eurodollar Rate Advances with an Interest Period of one
month unless otherwise designated by the Borrower.

          (d) Notwithstanding any other provision of this Agreement, if the
introduction or effectiveness of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender or its
Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances hereunder, then, on notice thereof and demand therefor by such Lender
to the Borrower through the Administrative Agent, (i) each Eurodollar Rate
Advance under each Facility under which such Lender has a Commitment will
automatically, upon such demand, (A) in the case of all Advances other than
Advances denominated in Foreign Currencies, Convert into Base Rate Advances, (B)
in the case of the Revolving Credit Advances denominated in Foreign Currencies
(or any portion thereof), be repaid and reborrowed (at the option of the
Borrower) as a Base Rate Advance denominated in U.S. dollars and (C) in the case
of the Term Loan Advance, be Converted to a LIBOR Market Index Rate Advance and
(ii) the obligation of the Appropriate Lenders to make Advances denominated in
Foreign Currencies and to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist. Upon such notification, all LIBOR Market Index Rate
Advances arising as a result of such circumstances shall automatically Convert
to Eurodollar Rate Advances with an Interest Period of one month unless
otherwise designated by the Borrower. Before making any demand under this
Section 2.10(c), each Lender agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to designate a
different Eurodollar Lending Office if the making of such a designation would
allow such Lender or its Eurodollar Lending Office to continue to perform its
obligations to make Eurodollar Rate Advances or to continue to fund or maintain
Eurodollar Rate Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.


                                       35

<PAGE>

     SECTION 2.11. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes, irrespective of any right of counterclaim
or set-off (except as otherwise provided in Section 2.15), not later than 2:00
P.M. (New York City time) on the day when due to the Administrative Agent at the
Administrative Agent's Account (or such other account as directed by the
Administrative Agent) in same day funds, with payments being received by the
Administrative Agent after such time being deemed to have been received on the
next succeeding Business Day. Without limiting the terms of the preceding
sentence, the principal of, and the accrued interest on, any Advances
denominated in U.S. dollars shall be payable in U.S. dollars and any Advances
denominated in a Foreign Currency shall be payable in the same Foreign Currency
as such Advance. The Administrative Agent will promptly thereafter cause like
funds to be distributed (i) if such payment by the Borrower is in respect of
principal, interest, commitment fees or any other Obligation then payable
hereunder and under the Notes to more than one Lender Party, to such Lender
Parties for the account of their respective Applicable Lending Offices ratably
in accordance with the amounts of such respective Obligations then payable to
such Lender Parties and (ii) if such payment by the Borrower is in respect of
any Obligation then payable hereunder to one Lender Party, to such Lender Party
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(d), from and after the effective date of
such Assignment and Acceptance, the Administrative Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the
Lender Party assignee thereunder, and the parties to such Assignment and
Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.

          (b) The Borrower hereby authorizes each Lender Party and each of its
Affiliates, if and to the extent payment owed to such Lender Party 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, to the fullest extent permitted by law,
against any or all of the Borrower's accounts with such Lender Party or such
Affiliate any amount so due.

          (c) All computations of interest based on the Base Rate (to the extent
based on Wachovia's prime rate) or based on amounts denominated in British
Pounds Sterling shall be made by the Administrative Agent on the basis of a year
of 365 or 366 days, as the case may be, and all computations of interest based
on the Eurodollar Rate or the Federal Funds Rate and of fees and Letter of
Credit commissions shall be made by the Administrative Agent on the basis of a
year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest, fees or commissions are payable. Each determination by the
Administrative Agent of an interest rate, fee or commission hereunder shall be
conclusive and binding for all purposes, absent manifest error.

          (d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment or letter of
credit fee or commission, as the case may be; provided, however, that, if such
extension would cause payment of interest on or principal of Eurodollar Rate
Advances to be made in the next following calendar month, such payment shall be
made on the next preceding Business Day.

          (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to any Lender Party
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount


                                       36

<PAGE>

equal to the amount then due such Lender Party. If and to the extent the
Borrower shall not have so made such payment in full to the Administrative
Agent, each such Lender Party shall repay to the Administrative Agent forthwith
on demand such amount distributed to such Lender Party together with interest
thereon, for each day from the date such amount is distributed to such Lender
Party until the date such Lender Party repays such amount to the Administrative
Agent, at the Federal Funds Rate.

          (f) 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 Lender Parties 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 Lender Parties in the following order of priority:

          (i) first, to the payment of all of the fees, indemnification
     payments, costs and expenses that are due and payable to the Agents (solely
     in their respective capacities as Agents) under or in respect of this
     Agreement and the other Loan Documents on such date, ratably based upon the
     respective aggregate amounts of all such fees, indemnification payments,
     costs and expenses owing to the Agents on such date;

          (ii) second, to the payment of all of the fees, indemnification
     payments, costs and expenses that are due and payable to the Issuing Bank
     and the Swing Line Bank (solely in their respective capacities as such)
     under or in respect of this Agreement and the other Loan Documents on such
     date, ratably based upon the respective aggregate amounts of all such fees,
     indemnification payments, costs and expenses owing to the Issuing Bank and
     the Swing Line Bank on such date;

          (iii) third, to the payment of all of the indemnification payments,
     costs and expenses that are due and payable to the Lenders under Sections
     8.04 hereof, Section 21 of the Security Agreement and any similar section
     of any of the other Loan Documents on such date, ratably based upon the
     respective aggregate amounts of all such indemnification payments, costs
     and expenses owing to the Lenders on such date;

          (iv) fourth, to the payment of all of the amounts that are due and
     payable to the Administrative Agent and the Lender Parties under Sections
     2.10 and 2.12 hereof on such date, ratably based upon the respective
     aggregate amounts thereof owing to the Administrative Agent and the Lender
     Parties on such date;

          (v) fifth, to the payment of all of the fees that are due and payable
     to the Lenders under Section 2.08(a) on such date, ratably based upon the
     respective aggregate Commitments of the Lenders under the Facilities on
     such date;

          (vi) sixth, to the payment of all of the accrued and unpaid interest
     on the Obligations of the Borrower under or in respect of the Loan
     Documents that is due and payable to the Administrative Agent and the
     Lender Parties under Section 2.07(b) on such date, ratably based upon the
     respective aggregate amounts of all such interest owing to the
     Administrative Agent and the Lender Parties on such date;

          (vii) seventh, to the payment of all of the accrued and unpaid
     interest on the Advances that is due and payable to the Administrative
     Agent and the Lender Parties under Section 2.07(a) and all Obligations
     arising under Secured Hedge Agreements on such date, ratably based upon the
     respective aggregate amounts of all such interest owing to the
     Administrative Agent and the Lender Parties on such date;


                                       37

<PAGE>

          (viii) eighth, to the payment of the principal amount of all of the
     outstanding Advances that is due and payable to the Administrative Agent
     and the Lender Parties on such date, ratably based upon the respective
     aggregate amounts of all such principal owing to the Administrative Agent
     and the Lender Parties on such date; and

          (ix) ninth, 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 Administrative Agent 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.

          (g) If the Administrative Agent receives funds for application to the
Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the Advances or the
Facility to which, or the manner in which, such funds are to be applied, the
Administrative Agent may, but shall not be obligated to, elect to distribute
such funds to each of the Lender Parties in accordance with such Lender Party's
ratable share of the sum of (a) the aggregate principal Dollar Amount of all
Advances outstanding at such time and (b) the aggregate Available Amount of all
Letters of Credit outstanding at such time, in repayment or prepayment of such
of the outstanding Advances or other Obligations then owing to such Lender
Party.

     SECTION 2.12. Taxes. (a) Any and all payments by any Loan Party to or for
the account of any Lender Party or any Agent hereunder or under the Notes or any
other Loan Document shall be made, in accordance with Section 2.11 or the
applicable provisions of such other Loan Document, if any, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender Party and each Agent, taxes that are
imposed on its overall net income by the United States and taxes that are
imposed on its overall net income (and franchise or similar taxes imposed in
lieu thereof) by the state or foreign jurisdiction under the laws of which such
Lender Party or such Agent, as the case may be, is organized or any political
subdivision thereof and, in the case of each Lender Party, taxes that are
imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction of such Lender Party's Applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as "TAXES").
If any Loan Party shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder or under any Note or any other Loan
Document to any Lender Party or any Agent, (i) the sum payable by the Borrower
shall be increased as may be necessary so that after such Loan Party and the
Administrative Agent have made all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Lender Party
or such Agent, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
all such deductions and (iii) such Loan Party shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

          (b) In addition, a Loan Party shall pay any present or future stamp,
documentary, excise, property or similar taxes, charges or levies that arise
from any payment made by such Loan Party hereunder or under any Notes or any
other Loan Documents or from the execution, delivery or registration of,
performance under, or otherwise with respect to, this Agreement, the Notes or
the other Loan Documents (hereinafter referred to as "OTHER TAXES").

          (c) The Loan Parties shall indemnify each Lender Party and each Agent
for and hold them harmless against the full amount of Taxes and Other Taxes, and
for the full amount of taxes of any kind imposed or asserted by any jurisdiction
on amounts payable under this Section 2.12, imposed on or paid by such Lender
Party or such Agent (as the case may be) and any liability (including penalties,


                                       38

<PAGE>

additions to tax, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender Party or such Agent (as the case may be) makes written demand therefor.

          (d) Within 30 days after the date of any payment of Taxes, the
appropriate Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing such payment, to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent. In the case of any payment hereunder or under the Notes or
the other Loan Documents by or on behalf of a Loan Party through an account or
branch outside the United States or by or on behalf of a Loan Party by a payor
that is not a United States person, if such Loan Party determines that no Taxes
are payable in respect thereof, such Loan Party shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, an opinion
of counsel acceptable to the Administrative Agent stating that such payment is
exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.12,
the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

          (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender Party and on the
date of the Assignment and Acceptance pursuant to which it becomes a Lender
Party in the case of each other Lender Party, and from time to time thereafter
as reasonably requested in writing by the Borrower (but only so long thereafter
as such Lender Party remains lawfully able to do so), provide each of the
Administrative Agent and the Borrower with two original Internal Revenue Service
Forms W-8BEN or W-8EC1 or (in the case of a Lender Party that has certified in
writing to the Administrative Agent that it is not (i) a "bank" as defined in
Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the
Borrower or (iii) a CFC related to the Borrower (within the meaning of Section
864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form W-8BEN,
as appropriate) any successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender Party is exempt from or entitled to a
reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes or any other Loan Document or such other Internal Revenue
Service form as may be applicable to a Lender Party which will entitle the
Lender Party to an exemption from or a reduced rate of withholding tax on
payments pursuant to this Agreement or the Notes or any other Loan Document. If
the forms provided by a Lender Party at the time such Lender Party first becomes
a party to this Agreement indicate a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender Party provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
forms; provided, however, that if, at the effective date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this Agreement,
the Lender Party assignor was entitled to payments under subsection (a) of this
Section 2.12 in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender Party assignee on such date. If any form
or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W-8BEN
or W-8ECI or the related certificate described above, that the applicable Lender
Party reasonably considers to be confidential, such Lender Party shall give
notice thereof to the Borrower and shall not be obligated to include in such
form or document such confidential information.


                                       39

<PAGE>

          (f) For any period with respect to which a Lender Party has failed to
provide the Borrower with the appropriate form, certificate or other document
described in subsection (e) above (other than if such failure is due to a change
in law, or in the interpretation or application thereof, occurring after the
date on which a form, certificate or other document originally was required to
be provided or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender Party shall not be entitled to
indemnification under subsection (a) or (c) of this Section 2.12 with respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender Party become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Loan
Parties shall take such steps as such Lender Party shall reasonably request to
assist such Lender Party to recover such Taxes.

          (g) Any Lender Party claiming any additional amounts payable pursuant
to this Section 2.12 agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender Party, be otherwise disadvantageous to such Lender Party.

     SECTION 2.13. Sharing of Payments, Etc. If any Lender Party shall obtain at
any time any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise, other than as a result of an assignment
pursuant to Section 8.07) (a) on account of Obligations due and payable to such
Lender Party hereunder and under the Notes and the other Loan Documents at such
time in excess of its ratable share (according to the proportion of (i) the
Dollar Amount of such Obligations due and payable to such Lender Party at such
time to (ii) the aggregate Dollar Amount of the Obligations due and payable to
all Lender Parties hereunder and under the Notes and the other Loan Documents at
such time) of payments on account of the Obligations due and payable to all
Lender Parties hereunder and under the Notes at such time obtained by all the
Lender Parties at such time or (b) on account of Obligations owing (but not due
and payable) to such Lender Party hereunder and under the Notes and the other
Loan Documents at such time in excess of its ratable share (according to the
proportion of (i) the Dollar Amount of such Obligations owing to such Lender
Party at such time to (ii) the aggregate Dollar Amount of the Obligations owing
(but not due and payable) to all Lender Parties hereunder and under the Notes
and the other Loan Documents at such time) of payments on account of the
Obligations owing (but not due and payable) to all Lender Parties hereunder and
under the Notes at such time obtained by all of the Lender Parties at such time,
such Lender Party shall forthwith purchase from the other Lender Parties such
interests or participating interests in the Obligations due and payable or owing
to them, as the case may be, as shall be necessary to cause such purchasing
Lender Party to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender Party, such purchase from each other
Lender Party shall be rescinded and such other Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such Lender Party's
ratable share (according to the proportion of (i) the purchase price paid to
such Lender Party to (ii) the aggregate purchase price paid to all Lender
Parties) of such recovery together with an amount equal to such Lender Party's
ratable share (according to the proportion of (i) the Dollar Amount of such
other Lender Party's required repayment to (ii) the total Dollar Amount so
recovered from the purchasing Lender Party) of any interest or other amount paid
or payable by the purchasing Lender Party in respect of the total amount so
recovered; provided further that, so long as the Obligations under the Loan
Documents shall not have been accelerated, any excess payment received by any
Appropriate Lender shall be shared on a pro rata basis only with other
Appropriate Lenders. The Borrower agrees that any Lender Party so purchasing an
interest or participating interest from another Lender Party pursuant to this
Section 2.13 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such interest
or participating interest, as


                                       40

<PAGE>

the case may be, as fully as if such Lender Party were the direct creditor of
the Borrower in the amount of such interest or participating interest, as the
case may be.

     SECTION 2.14. Use of Proceeds. The proceeds of the Advances and issuances
of Letters of Credit shall be available (and the Borrower agrees that it shall
use such proceeds and Letters of Credit) solely to refinance certain Existing
Debt (including the Senior Notes) of the Borrower, and to finance the ongoing
working capital and other general corporate purposes of the Borrower and its
Subsidiaries. The proceeds of any Advances may not be used to finance any
Investment or acquisition permitted under Section 5.02(f) unless such Investment
or acquisition is made on a consensual basis (approved by the board of directors
or analogous governing body of any Person to be acquired or all or substantially
all of whose assets are to be acquired).

     SECTION 2.15. Evidence of Debt. (a) Each Lender Party shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender Party from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder. The
Borrower agrees that upon notice by any Lender Party to the Borrower (with a
copy of such notice to the Administrative Agent) to the effect that a promissory
note or other evidence of indebtedness is required or appropriate in order for
such Lender Party to evidence (whether for purposes of pledge, enforcement or
otherwise) the Advances owing to, or to be made by, such Lender Party, the
Borrower shall promptly execute and deliver to such Lender Party, with a copy to
the Administrative Agent, a Revolving Credit Note, a Term Note and a Swing Line
Note, as applicable, in substantially the form of Exhibits A-1, A-2 and A-3
hereto, respectively, payable to the order of such Lender Party in a principal
amount equal to the Revolving Credit Commitment, the Swing Line Commitment and
the Term Loan Commitment, respectively, of such Lender Party. All references to
Notes in the Loan Documents means Notes, if any, to the extent issued hereunder.

          (b) The Register maintained by the Administrative Agent pursuant to
Section 8.07(d) shall include a control account, and a subsidiary account for
each Lender Party, in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender Party hereunder, and
(iv) the amount of any sum received by the Administrative Agent from the
Borrower hereunder and each Lender Party's share thereof.

          (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender Party in its
account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
Party and, in the case of such account or accounts, such Lender Party, under
this Agreement, absent manifest error; provided, however, that the failure of
the Administrative Agent or such Lender Party 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 Borrower under this
Agreement.

     SECTION 2.16. Defaulting Lenders. Notwithstanding anything in this
Agreement to the contrary, as to any Lender which (a) has refused (which refusal
has not been retracted) to make available its portion of any Borrowing or to
fund its portion of any unreimbursed (or disgorged) payment under Section
2.03(c) or (b) has given notice to the Administrative Agent and/or the Borrower
that it does not intend to comply with its obligations under Section 2.01 or
under Section 2.03(c) (a "DEFAULTING LENDER"):


                                       41

<PAGE>

          (i) such lender shall not be deemed a Required Lender hereunder and
     such Lender's (A) Revolving Credit Notes, (B) Revolving Commitments, (C)
     Term Notes, (D) Advances and (E) Letter of Credit Advances shall be
     excluded from the calculations set forth in the definition of Required
     Lenders above,

          (ii) such Lender shall not be entitled to receive any portion of (A)
     Letter of Credit fees, (B) interest payable with respect to any Letter of
     Credit Advances or (C) amounts received in respect of Letter of Credit
     Advances; and

          (iii) such Lender shall not be entitled to receive any commitment fee
     payable in respect of the Revolving Credit Commitments.

In addition to the foregoing, and notwithstanding Section 2.01(c), if any Lender
shall fall within the description set forth in clause (a) or (b) above, the
Issuing Bank shall not be required to issue any Letter of Credit unless
arrangements reasonably satisfactory to the Issuing Bank have been entered into
(the Issuing Bank having made a good faith effort to enter into such
arrangements) to eliminate the Issuing Bank's risk with respect to the
participation in Letters of Credit by such Lender, including cash
collateralizing such Lender's Letter of Credit commitment. The provisions of
this Section 2.16 are not in lieu of any other claim the Borrower may have
against such Defaulting Lender.

     SECTION 2.17. Additional Loans. Subject to the terms and conditions set
forth herein, so long as no Default or Event of Default shall have occurred and
be continuing, the Borrower shall have the right during the period from the
Effective Date until the date one Business Day prior to the Termination Date, to
increase the aggregate amount of the Revolving Credit Facility (each an
"Increase in Commitment") and to incur additional Debt under this Agreement in
the form of one or more increases in the aggregate Revolving Credit Commitments
by an aggregate amount of up to $75,000,000. The following terms and conditions
shall apply to all Increases in Commitment: (a) the loans made under any such
Increase in Commitment shall constitute Revolving Credit Advances, (b) such
Increase in Commitment shall have the same terms (including interest rate) as
the existing Revolving Credit Commitments, (c) any such Increase in Commitment
shall be entitled to the same voting rights as the existing Revolving Credit
Commitments and shall be entitled to receive proceeds of prepayments on the same
basis as existing Revolving Credit Commitments, (d) any such Increase in
Commitment shall be obtained from existing Lenders or from other banks,
financial institutions or investment funds, in each case in accordance with the
terms set forth below, (e) such Increase in Commitment shall be in a minimum
principal amount of $10,000,000 and integral multiples of $1,000,000 in excess
thereof, (f) the proceeds of any Increase in Commitment will be used in
accordance with Section 2.14, (g) the Borrower shall execute such promissory
notes as are necessary and requested by the Lenders to reflect the Increase in
Commitment, (h) the conditions to Advances in Section 3.02 shall have been
satisfied, (i) the Administrative Agent shall have received such legal opinions
from counsel to the Borrower, in form and substance reasonably satisfactory to
the Administrative Agent, as the Administrative Agent reasonably shall request,
(j) the Administrative Agent shall have received such amendments to the Loan
Documents, in form and substance satisfactory to the Administrative Agent, as
the Administrative Agent shall request and (k) the Administrative Agent shall
have received from the Borrower an officer's certificate, in form and substance
satisfactory to the Administrative Agent, demonstrating that, at the time of any
such Increase in Commitment, no Default or Event of Default shall exist.
Participation in any Increase in Commitment shall be offered first to each of
the existing Lenders, but no such Lender shall be required to provide all or any
portion of any such Increase in Commitment. If the amount of any Increase in
Commitment requested by the Borrower shall exceed the commitments which the
existing Lenders are willing to provide with respect to such Increase in
Commitment, then the Borrower may invite other banks, financial institutions and
investment funds reasonably acceptable to the Administrative Agent to join this
Agreement as Lenders hereunder for the portion of such Increase in Commitment
not taken by existing


                                       42

<PAGE>

Lenders, provided that such other banks, financial institutions and investment
funds shall enter into such joinder agreements to give effect thereto as the
Administrative Agent may reasonably request. The existing Lenders shall make
such assignments (which assignments shall not be subject to the requirements set
forth in Section 8.07) of the outstanding Advances and participation interests
in Advances and Letters of Credit to the Lenders providing any Increase in
Commitment so that, after giving effect to such assignments, each Lender
(including the Lenders providing the Increase in Commitment) will hold Advances
and participation interests in Advances and Letters of Credit equal to its Pro
Rata Share of all outstanding Advances and participation interests in Advances
and Letters of Credit. The Administrative Agent is authorized to enter into, on
behalf of the Lenders, any amendment to this Agreement or any other Loan
Document as may be necessary to incorporate the terms of any Increase in
Commitment.

                                   ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

     SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The
obligation of each Lender to make an Advance or of the Issuing Bank to issue a
Letter of Credit on the occasion of the Initial Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent before or
concurrently with the Initial Extension of Credit:

          (a) the administrative agent shall have received on or before the day
     of the initial extension of credit the following, each dated such day
     (unless otherwise specified), in form and substance satisfactory to the
     administrative agent (unless otherwise specified) and (except for the
     notes) in sufficient copies for each lender party:

               (i) The Notes payable to the order of the Lenders to the extent
          requested by the Lenders pursuant to the terms of Section 2.15.

               (ii) Evidence satisfactory to it that either (i) Senior
          Subordinated Notes in a principal amount of $175,000,000 have been
          issued pursuant to the Senior Subordinated Indenture, together with
          true and complete copies of the Senior Subordinated Indenture or (ii)
          Bridge Loans in a principal amount of at least $85,000,000 are
          outstanding, together with true and complete copies of the Bridge
          Documentation.

               (iii) A security agreement in substantially the form of Exhibit D
          hereto (together with each other security agreement and security
          agreement supplement delivered pursuant to Section 5.01(j), in each
          case as amended, the "SECURITY AGREEMENT"), duly executed by each Loan
          Party, together with:

                    (A) certificates representing the Pledged Shares referred to
               therein accompanied by undated stock powers executed in blank and
               instruments evidencing the Pledged Debt indorsed in blank,

                    (B) proper financing statements in form appropriate for
               filing 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,


                                       43

<PAGE>

                    (C) completed requests for information, dated on or before
               the date of the Initial Extension of Credit, listing all
               effective financing statements filed in the jurisdictions
               referred to in clause (B) above that name any Loan Party, the
               Acquired Businesses or their respective Subsidiaries 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 necessary or desirable in order to
               perfect and protect the security interest created thereunder,

                    (E) evidence of the insurance required by the terms of the
               Security Agreement,

                    (F) evidence that all other action that the Administrative
               Agent may deem necessary or desirable in order to perfect and
               protect the liens and security interests, and the priority
               thereof, created under the Security Agreement has been taken
               (including, without limitation, receipt of duly executed payoff
               letters, UCC-3 termination statements and landlords' and bailees'
               waiver and consent agreements).

               (iv) A guaranty substantially in the form of Exhibit E hereto
          (together with each other guaranty and guaranty supplement delivered
          pursuant to Section 5.01(j), in each case as amended, the "SUBSIDIARY
          GUARANTY"), duly executed by each Subsidiary Guarantor.

               (v) An intellectual property security agreement in substantially
          the form of Exhibit C to the Security Agreement (together with each
          other intellectual property security agreement and intellectual
          property security agreement supplement delivered pursuant to Section
          5.01(j), in each case as amended, the "INTELLECTUAL PROPERTY SECURITY
          AGREEMENT"), duly executed by each Loan Party, together with evidence
          that all action 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 Intellectual Property Security
          Agreement has been taken.

               (vi) Certified copies of the resolutions of the Board of
          Directors of each Loan Party approving the transactions contemplated
          hereby and each Loan Document to which it is or is to be a party, and
          of all documents evidencing other necessary corporate action and
          governmental and other third party approvals and consents, if any,
          with respect to the transactions contemplated hereby and each Loan
          Document to which it is or is to be a party.

               (vii) A copy of a certificate of the Secretary of State of the
          jurisdiction of organization of each Loan Party, dated reasonably near
          the date of the Initial Extension of Credit, certifying (A) as to a
          true and correct copy of the charter or other constitutive document of
          such Loan Party and each amendment thereto on file in such Secretary's
          office and (B) that (1) such amendments are the only amendments to
          such Loan Party's charter or other constitutive document on file in
          such Secretary's office, (2) such Loan Party has paid all franchise
          taxes to the date of such certificate and (3) such Loan Party is duly
          organized and in good standing or presently subsisting under the laws
          of the State of the jurisdiction of its organization.


                                       44

<PAGE>

               (viii) A certificate of each Loan Party, signed on behalf of such
          Loan Party by its President or a Vice President and its Secretary or
          any Assistant Secretary, dated the date of the Initial Extension of
          Credit (the statements made in which certificate shall be true on and
          as of the date of the Initial Extension of Credit), certifying as to
          (A) the absence of any amendments to the charter or other constitutive
          document of such Loan Party since the date of the Secretary of State's
          certificate referred to in Section 3.01(a)(v), (B) a true and correct
          copy of the bylaws or other governing document of such Loan Party as
          in effect on the date on which the resolutions referred to in Section
          3.01(a)(iv) were adopted and on the date of the Initial Extension of
          Credit, (C) the due organization and good standing or valid existence
          of such Loan Party under the laws of the jurisdiction of its
          organization, and the absence of any proceeding for the dissolution or
          liquidation of such Loan Party, (D) the truth of the representations
          and warranties contained in the Loan Documents as though made on and
          as of the date of the Initial Extension of Credit and (E) the absence
          of any event occurring and continuing, or resulting from the Initial
          Extension of Credit, that constitutes a Default.

               (ix) A certificate of the Secretary or an Assistant Secretary of
          each Loan Party certifying the names and true signatures of the
          officers of such Loan Party authorized to sign each Loan Document to
          which it is or is to be a party and the other documents to be
          delivered hereunder and thereunder.

               (x) Copies of the Acquisition Documents, which shall be in form
          and substance satisfactory to the Lender Parties, together with all
          agreements, instruments and other documents delivered in connection
          therewith as the Administrative Agent shall request.

               (xi) Certificate in substantially the form of Exhibit F hereto,
          attesting to the Solvency of the Loan Parties, before and after giving
          effect to the Acquisition and the transactions contemplated hereby,
          from its Chief Financial Officer or Treasurer, as the case may be.

               (xii) Such financial, business and other information regarding
          each Loan Party, the Acquired Businesses and their respective
          Subsidiaries as the Administrative Agent shall have requested,
          including, without limitation: (A) audited combined financial
          statements of the Acquired Businesses and their respective
          Subsidiaries for the fiscal year ended December 31, 2002, (B) an
          unaudited income statement of the Acquired Businesses and their
          respective Subsidiaries for the Fiscal Quarter ended March 31, 2003,
          (C) pro forma Consolidated balance sheet of the Borrower and its
          Subsidiaries giving effect to the Acquisition for the Fiscal Quarter
          ending immediately prior to closing, which in each case, shall meet
          the requirements of Regulation S-X under the Securities Act of 1933,
          as amended, and all other accounting rules and regulations of the SEC
          promulgated thereunder, and (D) a written certification from the Chief
          Financial Officer that the pro forma financial statements delivered
          pursuant to clause (C) above and the forecasts heretofore delivered to
          the Administrative Agent were prepared in good faith on the basis of
          the assumptions stated therein, which assumptions are fair and
          reasonable in light of then existing conditions.

               (xiii) Evidence of insurance naming the Collateral Agent as
          additional insured and loss payee with such responsible and reputable
          insurance companies or associations, and in such amounts and covering
          such risks, as is satisfactory to the Lender Parties,


                                       45

<PAGE>

          including, without limitation, business interruption insurance with a
          reputable insurer and on terms and in amounts reasonably acceptable to
          the Administrative Agent.

               (xiv) Copies of each employment agreement and other compensation
          arrangement with each executive officer of any Loan Party or any of
          its Subsidiaries as the Administrative Agent shall request.

               (xv) Copies of all Material Contracts of each Loan Party and its
          Subsidiaries as the Administrative Agent shall request.

               (xvi) A Notice of Borrowing or Notice of Issuance, as
          applicable, relating to the Initial Extension of Credit.

               (xvii) A favorable opinion of Perkins Coie LLP, counsel for the
          Loan Parties, in substantially the form of Exhibit G hereto and as to
          such other matters as the Administrative Agent may reasonably request.

          (b) The Administrative Agent shall be reasonably satisfied with, after
     giving effect to the Acquisition (and other related transactions, including
     any related mergers), the corporate and legal structure and capitalization
     of each Loan Party and each of its Subsidiaries, including the terms and
     conditions of the charter, bylaws or other constitutive documents and each
     class of Equity Interest in each Loan Party and each such Subsidiary and of
     each agreement or instrument relating to such structure or capitalization.

          (c) The Administrative Agent shall be satisfied that all Existing
     Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in
     full or otherwise satisfied and extinguished from cash on hand of the
     Borrower and all commitments relating thereto terminated and that all
     Surviving Debt shall be on terms and conditions satisfactory to the
     Administrative Agent.

          (d) There shall have occurred no Material Adverse Change since January
     31, 2003.

          (e) There shall exist no action, suit, investigation, litigation or
     proceeding affecting any Loan Party, the Acquired Businesses or any of
     their respective Subsidiaries pending or threatened before any Governmental
     Authority that (i) could be reasonably likely to have a Material Adverse
     Effect, (ii) purports to affect the legality, validity or enforceability of
     any Loan Document, (iii) seeks to enjoin, restrain, restrict, set aside or
     prohibit, to impose material conditions upon, or to obtain substantial
     damages in respect of, the consummation of the Acquisition or the
     transactions relating thereto or contemplated hereby or (iv) in the
     reasonable opinion of the Bookrunner/Co-Arranger, is material to the
     Borrower and its Subsidiaries, taken as a whole, or any of their respective
     assets, business operations or financial condition.

          (f) There shall be no pending or threatened litigation, proceeding,
     bankruptcy or insolvency, injunction, order or claim with respect to the
     Borrower, the Acquired Businesses or any of their respective Subsidiaries
     that is material to the Borrower and its Subsidiaries, taken as a whole.

          (g) All Governmental Authorizations and third party consents and
     approvals necessary in connection with the Acquisition (and any related
     mergers) and the transactions contemplated hereby shall have been obtained
     (without the imposition of any conditions that are not acceptable to the
     Lender Parties) and shall remain in effect; all applicable waiting periods
     in connection with


                                       46

<PAGE>

     the transactions contemplated hereby shall have expired without any action
     being taken by any competent authority, and no law or regulation shall be
     applicable in the judgment of the Lender Parties, in each case that
     restrains, prevents or imposes materially adverse conditions upon the
     Acquisition (and any related mergers) and the transactions contemplated
     hereby or the rights of the Loan Parties or their Subsidiaries freely to
     transfer or otherwise dispose of, or to create any Lien on, any properties
     now owned or hereafter acquired by any of them.

          (h) The Borrower shall have paid all accrued fees of the Agents and
     the Lender Parties and all accrued expenses of the Agents (including the
     accrued fees and expenses of counsel to the Administrative Agent and local
     counsel to the Lender Parties).

          (i) The Acquisition and related transactions shall have been
     consummated for a purchase price not in excess of L55,000,000
     (excluding transaction costs and expenses) strictly in accordance with the
     terms of the Acquisition Agreement, without any waiver or amendment not
     consented to by the Administrative Agent of any term, provision or
     condition set forth therein, and in compliance with all applicable laws.
     The Administrative Agent shall be reasonably satisfied with the Acquisition
     Documents and all legal, tax and other matters relating to the Acquisition
     or to the Borrower and its Subsidiaries after giving effect thereto. The
     Acquisition Agreement shall be in full force and effect.

          (j) Neither the Administrative Agent nor the Bookrunner/ Co-Arranger
     shall have become aware of any information, event, change or other matter
     that is inconsistent with any confidential information or other matter
     previously disclosed to them.

          (k) The Bookrunner/ Co-Arranger and the Administrative Agent shall be
     reasonably satisfied that (i) Pro Forma EBITDA (as determined by the
     Administrative Agent) of the Borrower and its Subsidiaries for the four
     consecutive quarterly periods ending with the last calendar quarter
     immediately preceding the date hereof shall not be less than $75,000,000;
     and (ii) the Leverage Ratio (as determined by the Administrative Agent) of
     the Borrower and its Subsidiaries (after giving effect to the Acquisition
     on a pro forma basis as if the Acquisition had been consummated on the
     first day of the most recently completed four consecutive Fiscal Quarters)
     shall not exceed 2.5:1.0 as of the date hereof.

     SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and
Renewal. The obligation of each Appropriate Lender to make an Advance (other
than a Letter of Credit Advance made by the Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving
Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing
(including the initial Borrowing), and the obligation of each Issuing Bank to
issue a Letter of Credit (including the initial issuance) or renew a Letter of
Credit and the right of the Borrower to request a Swing Line Borrowing, shall be
subject to the further conditions precedent that on the date of such Borrowing
or issuance or renewal (a) the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing
or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of
the proceeds of such Borrowing or of such Letter of Credit or the renewal of
such Letter of Credit shall constitute a representation and warranty by the
Borrower that both on the date of such notice and on the date of such Borrowing
or issuance or renewal such statements are true):

          (i) the representations and warranties contained in each Loan Document
     are correct in all material respects on and as of such date, before and
     after giving effect to such Borrowing or issuance or renewal and to the
     application of the proceeds therefrom, as though made on and as of such
     date, other than any such representations or warranties that, by their
     express terms, refer to a


                                       47

<PAGE>

     specific date other than the date of such Borrowing or issuance or renewal,
     in which case as of such specific date; and

          (ii) no Default has occurred and is continuing, or would result from
     such Borrowing or issuance or renewal or from the application of the
     proceeds therefrom.

          (b) The Administrative Agent shall have received such other approvals,
opinions, documents or information as the Administrative Agent may reasonably
request.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Loan Parties. Each Loan
Party represents and warrants as follows:

          (a) Each Loan Party and each of its Subsidiaries (i) is a duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization, (ii) is duly qualified and in good
     standing as a foreign corporation in each other jurisdiction in which it
     owns or leases property or in which the conduct of its business requires it
     to so qualify or be licensed except where the failure to so qualify or be
     licensed could not be reasonably likely to have a Material Adverse Effect
     and (iii) has all requisite corporate power and authority (including,
     without limitation, all Governmental Authorizations) to own or lease and
     operate its properties and to carry on its business as now conducted and as
     proposed to be conducted. All of the outstanding Equity Interests in the
     Borrower have been validly issued, are fully paid and non-assessable.

          (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate
     list of all Subsidiaries of each Loan Party, showing as of the date hereof
     (as to each such Subsidiary) the jurisdiction of its organization, the
     number of shares of each class of its Equity Interests authorized, and the
     number outstanding, on the date hereof and the percentage of each such
     class of its Equity Interests owned (directly or indirectly) by such Loan
     Party and the number of shares covered by all outstanding options,
     warrants, rights of conversion or purchase and similar rights at the date
     hereof. All of the outstanding Equity Interests in each Loan Party's
     Subsidiaries owned by such Loan Party have been validly issued, are fully
     paid and non-assessable and are owned by such Loan Party or one or more of
     its Subsidiaries free and clear of all Liens, except those created under
     the Collateral Documents.

          (c) The execution, delivery and performance by each Loan Party of each
     Loan Document to which it is or is to be a party, and the consummation of
     the transactions contemplated hereby, are within such Loan Party's
     corporate powers, have been duly authorized by all necessary corporate
     action, and do not (i) contravene such Loan Party's constitutive or
     governing documents, (ii) violate any law, rule, regulation (including,
     without limitation, Regulation X of the Board of Governors of the Federal
     Reserve System), order, writ, judgment, injunction, decree, determination
     or award, (iii) conflict with or result in the breach of, or constitute a
     default or require any payment to be made under, any contract, loan
     agreement, indenture, mortgage, deed of trust, lease or other instrument
     binding on or affecting any Loan Party, any of its Subsidiaries or any of
     their properties, including, without limitation, the Senior Subordinated
     Indenture or (iv) except for the Liens created under the Loan Documents,
     result in or require the creation or imposition of any Lien upon or with
     respect to any of the properties of any Loan Party or any of its
     Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of
     any such law, rule,


                                       48

<PAGE>

     regulation, order, writ, judgment, injunction, decree, determination or
     award or in breach of any such contract, loan agreement, indenture,
     mortgage, deed of trust, lease or other instrument, the violation or breach
     of which could be reasonably likely to have a Material Adverse Effect.

          (d) No Governmental Authorization, and no notice to or filing with,
     any Governmental Authority or any other third party in the United States is
     required for (i) the due execution, delivery, recordation, filing or
     performance by any Loan Party of any Loan Document to which it is or is to
     be a party, or for the consummation of the transactions contemplated
     hereby, (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, except with respect to liens permitted under
     Section 5.02(a)(ii)), or (iv) the exercise by any Agent or any Lender Party
     of its rights under the Loan Documents or the remedies in respect of the
     Collateral pursuant to the Collateral Documents, except for the
     authorizations, approvals, actions, notices and filings listed on Schedule
     4.01(d) hereto, all of which have been duly obtained, taken, given or made
     and are in full force and effect. All applicable waiting periods in
     connection with the transactions contemplated hereby have expired without
     any action having been taken by any competent authority restraining,
     preventing or imposing materially adverse conditions upon the transactions
     contemplated hereby or the rights of the Loan Parties or their Subsidiaries
     freely to transfer or otherwise dispose of, or to create any Lien on, any
     properties now owned or hereafter acquired by any of them. The Acquisition
     has been consummated in accordance with the Acquisition Agreement and
     applicable law.

          (e) This Agreement has been, and each other Loan Document when
     delivered hereunder will have been, duly executed and delivered by each
     Loan Party party thereto. This Agreement is, and each other Loan Document
     when delivered hereunder will be, the legal, valid and binding obligation
     of each Loan Party party thereto, enforceable against such Loan Party in
     accordance with its terms.

          (f) There is no action, suit, investigation, litigation or proceeding
     affecting any Loan Party or any of its Subsidiaries, including any
     Environmental Action, pending or threatened before any Governmental
     Authority or arbitrator that (i) could be reasonably likely to have a
     Material Adverse Effect or (ii) purports to affect the legality, validity
     or enforceability of any Loan Document or the consummation of the
     transactions contemplated hereby.

          (g) The Consolidated balance sheet of the Borrower and its
     Subsidiaries as at October 25, 2002, and the related Consolidated and
     consolidating statements of income and Consolidated statement of cash flows
     of the Borrower and its Subsidiaries for the fiscal year then ended,
     accompanied by (in the case of Consolidated statements) an unqualified
     opinion of Ernst & Young, independent public accountants, and the
     Consolidated balance sheet of the Borrower and its Subsidiaries as at
     January 31, 2003, and the related Consolidated and consolidating statements
     of income and Consolidated statement of cash flows of the Borrower and its
     Subsidiaries for the three months then ended, duly certified by the Chief
     Financial Officer, copies of which have been furnished to each Lender
     Party, fairly present the Consolidated and consolidating financial
     condition of the Borrower and its Subsidiaries as at such dates and the
     Consolidated and consolidating results of operations of the Borrower and
     its Subsidiaries for the periods ended on such dates, all in accordance
     with generally accepted accounting principles applied on a consistent
     basis, and (i) for the period through the Effective Date, since October 25,
     2002, and (ii) for the period after the Effective Date, since the Effective
     Date, there has been no Material Adverse Change.


                                       49

<PAGE>

          (h) The Consolidated pro forma balance sheet of the Borrower and its
     Subsidiaries as at January 31, 2003, and the related Consolidated and
     consolidating pro forma statements of income and cash flows of the Borrower
     and its Subsidiaries for the three months then ended, certified by the
     Chief Financial Officer, copies of which have been furnished to each Lender
     Party, fairly present the Consolidated and consolidating pro forma
     financial condition of the Borrower and its Subsidiaries as at such date
     and the Consolidated and consolidating pro forma results of operations of
     the Borrower and its Subsidiaries for the period ended on such date, in
     each case giving effect to the Acquisition and the transactions
     contemplated hereby, all in accordance with GAAP.

          (i) The Consolidated and consolidating forecasted balance sheets,
     statements of income and statement of cash flows of the Borrower and its
     Subsidiaries delivered to the Lender Parties pursuant to Section
     3.01(a)(xvii) or 5.03 were prepared in good faith on the basis of the
     assumptions stated therein, which assumptions were fair in light of the
     conditions existing at the time of delivery of such forecasts, and
     represented, at the time of delivery, the Borrower's best estimate of its
     future financial performance.

          (j) Reserved.

          (k) The Borrower is not engaged in the business of extending credit
     for the purpose of purchasing or carrying Margin Stock, and no proceeds of
     any Advance 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.

          (l) Neither any Loan Party nor any of its Subsidiaries is an
     "investment company", or an "affiliated person" of, or "promoter" or
     "principal underwriter" for, an "investment company", as such terms are
     defined in the Investment Company Act of 1940, as amended. Neither any Loan
     Party nor any of its Subsidiaries is a "holding company", or a "subsidiary
     company" of a "holding company", or an "affiliate" of a "holding company"
     or of a "subsidiary company" of a "holding company", as such terms are
     defined in the Public Utility Holding Company Act of 1935, as amended.
     Neither the making of any Advances, nor the issuance of any Letters of
     Credit, nor the application of the proceeds or repayment thereof by the
     Borrower, 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 Securities and Exchange Commission thereunder.

          (m) Neither any Loan Party nor any of its Subsidiaries is a party to
     any indenture, loan or credit agreement or any lease or other agreement or
     instrument or subject to any charter (or constitutive) or corporate
     restriction that could be reasonably likely to have a Material Adverse
     Effect.

          (n) All filings and other actions necessary or desirable in the United
     States to perfect and protect the security interest in the Collateral
     created under the Collateral Documents as of the date hereof have been duly
     made or taken and are in full force and effect, other than the entering
     into of deposit account control agreements in accordance with Section
     9-312(b)(1) and (2) of the UCC. The Collateral Documents create in favor of
     the Collateral 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 to the extent such security interest
     can be perfected in the United States (except to the extent that deposits
     account control agreements have not been entered into and for the liens
     permitted under the Loan Documents) securing the payment of the Secured
     Obligations, and all filings and other actions necessary or desirable to
     perfect and protect such security interest in the United States have been
     duly taken. The Loan Parties are the legal and


                                       50

<PAGE>

     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.

          (o) The Loan Parties and their Subsidiaries, taken as a whole, are
     Solvent.

          (p) (i) The operations and properties of each Loan Party and each of
     its Subsidiaries comply in all material respects with all applicable
     Environmental Laws and Environmental Permits, all past non-compliance with
     such Environmental Laws and Environmental Permits has been resolved without
     any material ongoing obligations or costs, and no circumstances exist that
     could be reasonably likely to (A) form the basis of an Environmental Action
     against any Loan Party or any of its Subsidiaries or any of their
     properties that could reasonably be expected to have a Material Adverse
     Effect or (B) cause any such property to be subject to any restrictions on
     ownership, occupancy, use or transferability under any Environmental Law.

          (ii) (A) None of the properties currently or formerly owned or
     operated by any Loan Party or any of its Subsidiaries is listed on the NPL,
     or on the CERCLIS, or, to the best of our knowledge, on any analogous
     foreign, state or local list, or, to the best of our knowledge, proposed
     for listing on the NPL or on the CERCLIS or any analogous foreign, state or
     local list; (B) except as individually or in the aggregate could not
     reasonably be expected to have a Material Adverse Effect, there are no and
     never have been any underground or aboveground storage tanks or any surface
     impoundments, septic tanks, pits, sumps or lagoons in which Hazardous
     Materials are being or have been treated, stored or disposed on any
     property currently owned or operated by any Loan Party or any of its
     Subsidiaries or, to the best of its knowledge, on any property formerly
     owned or operated by any Loan Party or any of its Subsidiaries; (C) except
     as individually or in the aggregate could not reasonably be expected to
     have a Material Adverse Effect, there is no asbestos or asbestos-containing
     material on any property currently owned or operated by any Loan Party or
     any of its Subsidiaries; and (D) except as individually or in the aggregate
     could not reasonably be expected to have a Material Adverse Effect,
     Hazardous Materials have not been released, discharged or disposed of on
     any property currently or formerly owned or operated by any Loan Party or
     any of its Subsidiaries.

          (iii) Neither any Loan Party nor any of its Subsidiaries is
     undertaking, and has not completed, either individually or together with
     other potentially responsible parties, any investigation or assessment or
     remedial or response action relating to any actual or threatened release,
     discharge or disposal of Hazardous Materials at any site, location or
     operation, either voluntarily or pursuant to the order of any governmental
     or regulatory authority or the requirements of any Environmental Law that
     could reasonably be expected to have a Material Adverse Effect; and all
     Hazardous Materials generated, used, treated, handled or stored at, or
     transported to or from, any property currently or formerly 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 any
     Loan Party or any of its Subsidiaries.

          (q) (i) Neither any Loan Party nor any of its Subsidiaries is party to
     any tax sharing agreement other than a tax sharing agreement approved by
     the Required Lenders.

          (ii) Each Loan Party and each of its Subsidiaries and Affiliates has
     filed, has caused to be filed or has been included in all Tax Returns
     required to be filed and has paid all taxes shown thereon to be due,
     together with applicable interest and penalties.

          (iii) Set forth on Schedule 4.01(q) hereto is a complete and accurate
     list, as of the date hereof, of each taxable year of each Loan Party and
     each of its Subsidiaries and Affiliates for


                                       51

<PAGE>

     which Federal income tax returns have been filed and for which the
     expiration of the applicable statute of limitations for assessment or
     collection has not occurred by reason of extension or otherwise (an "OPEN
     YEAR").

          (iv) As of the date hereof, no issues have been raised by the Internal
     Revenue Service in any manner whatsoever, whether by proposed adjustment or
     otherwise, with respect to federal income tax liability of the Loan Parties
     of any of their respective Subsidiaries and Affiliates for any Open Years
     that, in the aggregate, could be reasonably likely to have a Material
     Adverse Effect.

          (v) As of the date hereof, no issues have been raised by any state,
     local and foreign taxing authority in any manner whatsoever, whether by
     proposed adjustment or otherwise, with respect to the state, local and
     foreign tax liability of the Loan Parties or any of their respective
     Subsidiaries and Affiliates for any Open Year that, in the aggregate, could
     be reasonably likely to have a Material Adverse Effect.

          (vi) The Acquisition will not be taxable to the Borrower or any of its
     Subsidiaries or Affiliates.

          (vii) No "ownership change" as defined in Section 382(g) of the
     Internal Revenue Code, and no event that would result in the application of
     the "separate return limitation year" or "consolidated return change of
     ownership" limitations under the applicable Treasury Regulations, has
     occurred with respect to the Borrower.

          (r) 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.

          (s) Set forth on Schedule 4.01(s) hereto is a complete and accurate
     list of all Existing Debt (other than Surviving Debt), showing as of the
     date hereof the obligor and the principal amount outstanding thereunder.

          (t) Set forth on Schedule 4.01(t) hereto is a complete and accurate
     list of all Surviving Debt, showing as of the date hereof the obligor and
     the principal amount outstanding thereunder, the maturity date thereof and
     the amortization schedule therefor.

          (u) Set forth on Schedule 4.01(u) hereto is a complete and accurate
     list of all Liens of each U.S. Loan Party on the property or assets located
     in the United States of any such Loan Party or any of its U.S. Subsidiaries
     , showing as of the date hereof the lienholder thereof, the principal
     amount of the obligations secured thereby and the property or assets of
     such Loan Party or such Subsidiary subject thereto.

          (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate
     list of all real property owned by any Loan Party or any of its
     Subsidiaries, showing as of the date hereof the street address, county or
     other relevant jurisdiction, state, record owner and replacement value
     thereof. Each Loan Party or such Subsidiary has good, marketable and
     insurable fee simple title to such real property, free and clear of all
     Liens, other than Liens created or permitted by the Loan Documents.


                                       52

<PAGE>

          (w) Set forth on Schedule 4.01(w) hereto is a complete and accurate
     list of all leases of real property under which any Loan Party or any of
     its Subsidiaries is the lessee, showing as of the date hereof the street
     address, city or other relevant jurisdiction, state, lessor, lessee,
     expiration date and annual rental cost thereof. Each such lease that is
     material to the business of the Loan Parties is the legal, valid and
     binding obligation of the lessor thereof, enforceable in accordance with
     its terms.

          (x) Set forth on Schedule 4.01(x) hereto is a complete and accurate
     list of all Investments held by any Loan Party or any of its Subsidiaries
     on the date hereof, showing as of the date hereof the amount, obligor or
     issuer and maturity, if any, thereof.

          (y) Set forth on Schedule 4.01(y) hereto is a complete and accurate
     list of all U.S. patents, trademarks, trade names, service marks and
     copyrights, and all applications therefor and licenses thereof, of each
     U.S. Loan Party or any of its U.S. Subsidiaries, showing as of the date
     hereof, if registered, the jurisdiction in which registered, the
     registration number, the date of registration and the expiration date.

          (z) Set forth on Schedule 4.01(z) hereto is a complete and accurate
     list of all Material Contracts of each Loan Party and its Subsidiaries,
     showing as of the date hereof the parties, subject matter and term thereof.
     Each such Material Contract has been duly authorized, executed and
     delivered by all parties thereto, has not been amended or otherwise
     modified, is in full force and effect and is binding upon and enforceable
     against all parties thereto in accordance with its terms, and there exists
     no default under any Material Contract by any party thereto.

          (aa) (i) No ERISA Event has occurred or is reasonably expected to
     occur with respect to any Plan.

               (ii) Schedule B (Actuarial Information) to the most recent annual
          report (Form 5500 Series) for each Plan, copies of which have been
          filed with the Internal Revenue Service and furnished to the Lender
          Parties, is complete and accurate in all material respects and fairly
          presents the funding status of such Plan, and since the date of such
          Schedule B there has been no material adverse change in such funding
          status.

               (iii) Neither any Loan Party nor any ERISA Affiliate has incurred
          or is reasonably expected to incur any material Withdrawal Liability
          to any Multiemployer Plan.

               (iv) Neither any Loan Party nor any ERISA Affiliate has been
          notified by the sponsor of a Multiemployer Plan that such
          Multiemployer Plan is in reorganization or has been terminated, within
          the meaning of Title IV of ERISA, and no such Multiemployer Plan is
          reasonably expected to be in reorganization or to be terminated,
          within the meaning of Title IV of ERISA.

          (bb) The Obligations of the Borrower under this Agreement constitute
     "Senior Debt" and "Designated Senior Debt" under and for all purposes of
     the Senior Subordinated Indenture.


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<PAGE>

                                   ARTICLE V

                          COVENANTS OF THE LOAN PARTIES

     SECTION 5.01. Affirmative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, each Loan Party will:

          (a) Compliance with Laws, Etc. Comply, and cause each of its
     Subsidiaries to comply, in all material respects, with all applicable laws,
     rules, regulations and orders, such compliance to include, without
     limitation, compliance with ERISA and the Racketeer Influenced and Corrupt
     Organizations Chapter of the Organized Crime Control Act of 1970, as
     amended, except to the extent that any non-compliance, individually or in
     the aggregate, could not reasonably be expected to have a Material Adverse
     Effect.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
     Subsidiaries to pay and discharge, before the same shall become delinquent,
     (i) all material taxes, assessments and governmental charges or levies
     imposed upon it or upon its property and (ii) all lawful claims that, if
     unpaid, might by law become a Lien upon its property; provided, however,
     that neither the Borrower nor any of its Subsidiaries shall be required to
     pay or discharge any such tax, assessment, charge, levy or claim that is
     being contested in good faith and by appropriate proceedings and as to
     which adequate reserves in accordance with GAAP are being maintained,
     unless and until any Lien resulting therefrom attaches to its property and
     becomes enforceable against its other creditors.

          (c) Compliance with Environmental Laws. Comply, and cause each of its
     Subsidiaries and all lessees and other Persons operating or occupying its
     properties to comply, in all material respects, with all applicable
     Environmental Laws and Environmental Permits; obtain and renew, and cause
     each of its Subsidiaries to obtain and renew, all Environmental Permits
     necessary for its operations and properties; and conduct, and cause each of
     its Subsidiaries to 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;
     provided, however, that neither the Borrower 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.

          (d) Maintenance of Insurance. Maintain, and cause each of its
     Subsidiaries to maintain, insurance with responsible and reputable
     insurance companies or associations in such amounts and covering such risks
     as is usually carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which any Loan Party or any
     of its Subsidiaries operates.

          (e) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each of its Subsidiaries to preserve and maintain, its existence,
     legal structure, legal name, rights (charter and statutory), permits,
     licenses, approvals, privileges and franchises; provided, however, that the
     Borrower may consummate the Acquisition and any other merger or
     consolidation expressly permitted under Section 5.02(d) or liquidate or
     dissolve any Subsidiary that has no assets or has sold, disposed of or
     otherwise disposed of all of its assets to a Loan Party.


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<PAGE>

          (f) Visitation Rights. At any reasonable time and from time to time,
     upon reasonable notice, permit any of the Agents or any of the Lender
     Parties, or any agents or representatives thereof, to examine and make
     copies of and abstracts from the records and books of account of, and visit
     the properties of, the Borrower and any of its Subsidiaries, and to discuss
     the affairs, finances and accounts of the Borrower and any of its
     Subsidiaries with any of their officers or directors and with their
     independent certified public accountants, which shall be at the expense of
     the Borrower only if an Event of Default has occurred and is continuing.

          (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
     keep, proper books of record and account, in which full and correct entries
     shall be made of all financial transactions and the assets and business of
     the Borrower and each such Subsidiary in accordance with generally accepted
     accounting principles in effect from time to time.

          (h) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each of its Subsidiaries to maintain and preserve, all of its properties
     that are used or useful in the conduct of its business in good working
     order and condition, ordinary wear and tear excepted.

          (i) Transactions with Affiliates. Conduct, and cause each of its
     Subsidiaries to conduct, all transactions otherwise permitted under the
     Loan Documents with any of their Affiliates on terms that are fair and
     reasonable and no less favorable to the Borrower or such Subsidiary than it
     would obtain in a comparable arm's-length transaction with a Person not an
     Affiliate.

          (j) Covenant to Guarantee Obligations. Upon the formation or
     acquisition of any new direct or indirect Domestic Subsidiaries by any Loan
     Party, then at the Borrower's expense, within 30 days after such formation
     or acquisition, cause each such Subsidiary, and cause each direct and
     indirect parent of such Subsidiary that is formed under the laws of the
     United States (if it has not already done so), to duly execute and deliver
     to the Collateral Agent a guaranty or guaranty supplement, in form and
     substance satisfactory to the Collateral Agent, guaranteeing the other Loan
     Parties' obligations under the Loan Documents.

          (k) Further Assurances. (i) Promptly upon request by any Agent, or any
     Lender Party through the Administrative Agent, correct, and cause each of
     its Subsidiaries promptly to 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) Promptly upon request by any Agent, or any Lender Party through
     the Administrative Agent, do, execute, acknowledge, deliver, record,
     re-record, file, re-file, register and re-register any and all such further
     acts, deeds, conveyances, pledge agreements, mortgages (to the extent
     required), deeds of trust (to the extent required), trust deeds (to the
     extent required), assignments, financing statements and continuations
     thereof, termination statements, notices of assignment, transfers,
     certificates, assurances and other instruments as any Agent, or any Lender
     Party through the Administrative Agent, may reasonably require from time to
     time in order to (A) carry out more effectively the purposes of the Loan
     Documents, (B) to the fullest extent permitted by applicable law, subject
     any Loan Party's or any of its Subsidiaries' properties, assets, rights or
     interests to the Liens now or hereafter intended to be covered by any of
     the Collateral Documents, (C) perfect and maintain the validity,
     effectiveness and priority of any of the Collateral Documents and any of
     the Liens intended to be created thereunder and (D) assure, convey, grant,
     assign, transfer, preserve, protect and confirm more effectively unto the
     Secured Parties the rights granted or now or hereafter intended to be
     granted to the Secured Parties under any Loan Document or under any other
     instrument executed in connection with any Loan Document to which any Loan
     Party or any of its Subsidiaries is or is to be a party, and cause each


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<PAGE>

     of its Subsidiaries to do so; provided, that the provisions of this clause
     (ii) shall only apply to Collateral to the extent pledged in favor of the
     Administrative Agent on or prior to the Amendment No. 3 Effective Date.

          (l) Performance of Acquisition Documents. Perform and observe, and
     cause each of its Subsidiaries to perform and observe, all of the terms and
     provisions of each Acquisition Document to be performed or observed by it,
     maintain each such Acquisition Document in full force and effect, enforce
     such Acquisition Document in accordance with its terms, take all such
     action to such end as may be from time to time reasonably requested by the
     Administrative Agent and, upon request of the Administrative Agent, make to
     each other party to each such Acquisition Document such demands and
     requests for information and reports or for action as any Loan Party or any
     of its Subsidiaries is entitled to make under such Acquisition Document.

          (m) Compliance with Terms of Leaseholds. Make all payments and
     otherwise perform all obligations in respect of all leases of real property
     to which the Borrower or any of its Subsidiaries is a party, keep such
     leases in full force and effect and not allow such leases to lapse or be
     terminated or any rights to renew such leases to be forfeited or cancelled,
     notify the Administrative Agent of any default by any party with respect to
     such leases and cooperate with the Administrative Agent in all respects to
     cure any such default, and cause each of its Subsidiaries to do so, except,
     in any case, where the failure to do so, either individually or in the
     aggregate, could not be reasonably likely to have a Material Adverse
     Effect.

          (n) Cash Concentration Accounts. Within three months of the date
     hereof, maintain, and cause each of its Subsidiaries to maintain, main cash
     concentration accounts with a Lender Party.

          (o) Performance of Material Contracts. Perform and observe all the
     terms and provisions of each Material Contract to be performed or observed
     by it, maintain each such Material Contract in full force and effect,
     enforce each such Material Contract in accordance with its terms, take all
     such action to such end as may be from time to time requested by the
     Administrative Agent and, upon request of the Administrative Agent, make to
     each other party to each such Material Contract such demands and requests
     for information and reports or for action as any Loan Party or any of its
     Subsidiaries is entitled to make under such Material Contract, and cause
     each of its Subsidiaries to do so, except, in any case, where the failure
     to do so, either individually or in the aggregate, could not be reasonably
     likely to have a Material Adverse Effect.

     SECTION 5.02. Negative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will not, at any time:

          (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
     any of its Subsidiaries to create, incur, assume or suffer to exist, any
     Lien on or with respect to any of its properties of any character
     (including, without limitation, accounts) whether now owned or hereafter
     acquired, or sign or file or suffer to exist, or permit any of its
     Subsidiaries to sign or file or suffer to exist, under the Uniform
     Commercial Code of any jurisdiction, a financing statement that names the
     Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist,
     or permit any of its Subsidiaries to sign or suffer to exist, any security
     agreement authorizing any secured party thereunder to file such financing
     statement, or assign, or permit any of its Subsidiaries to assign, any
     accounts or other right to receive income, except:

               (i) Liens created under the Loan Documents;


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<PAGE>

               (ii) Permitted Liens;

               (iii) Liens existing on the date hereof and described on Schedule
          4.01(u) hereto and, with respect to any Liens described on Schedule
          4.01(u) that secure Surviving Debt, any extensions, renewals or
          replacements of such Liens in connection with refinancing or
          replacement of Surviving Debt permitted under Section 5.02(b)(iii)(D)
          provided that no such Lien shall extend to or cover any additional
          property;

               (iv) purchase money Liens upon or in real property or equipment
          acquired or held by the Borrower or any of its Subsidiaries in the
          ordinary course of business to secure the purchase price of such
          property or equipment or to secure Debt incurred solely for the
          purpose of financing the acquisition, construction or improvement of
          any such property or equipment to be subject to such Liens, or Liens
          existing on any such property or equipment at the time of acquisition
          (other than any such Liens created in contemplation of such
          acquisition that do not secure the purchase price), or extensions,
          renewals or replacements of any of the foregoing for the same or a
          lesser amount; provided, however, that no such Lien shall extend to or
          cover any property other than the property or equipment (and, to the
          extent segregated and identifiable, the proceeds thereof) being
          acquired, constructed or improved, and no such extension, renewal or
          replacement shall extend to or cover any property not theretofore
          subject to the Lien being extended, renewed or replaced; and provided
          further that the aggregate principal amount of the Debt secured by
          Liens permitted by this clause (iv) shall not exceed the amount
          permitted under Section 5.02(b)(iii)(B) at any time outstanding;

               (v) Liens arising in connection with Capitalized Leases of the
          Borrower permitted under Section 5.02(b)(iii)(C); provided that no
          such Lien shall extend to or cover any Collateral or assets other than
          the assets subject to such Capitalized Leases;

               (vi) Liens on the assets of any Person that becomes a Subsidiary
          of the Borrower securing Debt permitted under Section 5.02 (b)(iii)(E)
          (other than Liens incurred solely in contemplation of such Person
          becoming a Subsidiary of the Borrower); and

               (vii) other Liens securing Debt of the Borrower outstanding in an
          aggregate principal amount not to exceed $30,000,000; provided that no
          such Lien shall extend to or cover any Collateral or may be granted
          when any Default shall have occurred and be continuing.

          (b) Debt. Create, incur, assume or suffer to exist, or permit any of
     its Subsidiaries to create, incur, assume or suffer to exist, any Debt,
     except:

               (i) in the case of the Borrower,

                    (A) Debt in respect of Hedge Agreements designed to hedge
               against fluctuations in interest rates or foreign exchange rates,
               and not for speculative purposes, incurred in the ordinary course
               of business and consistent with prudent business practice,

                    (B) Debt owed to a wholly owned Subsidiary of the Borrower,
               which Debt (x) shall be on subordinated terms reasonably
               acceptable to the


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<PAGE>

               Administrative Agent and (y) shall be evidenced by promissory
               notes in form and substance reasonably satisfactory to the
               Administrative Agent,

                    (C) Debt in respect of the Senior Subordinated Notes, in an
               aggregate principal amount not to exceed $175,000,000 or, if the
               Senior Subordinated Notes are not issued, Debt in respect of the
               Bridge Loans in an aggregate principal amount not to exceed
               $85,000,000, and

                    (D) Debt in respect of the Senior Notes, in an aggregate
               principal amount not to exceed $100,000,000.

               (ii) in the case of any Subsidiary of the Borrower, Debt owed to
          the Borrower or to a wholly owned Subsidiary of the Borrower, provided
          that, in each case, such Debt (x) shall be on terms reasonably
          acceptable to the Administrative Agent and (y) shall be evidenced by
          promissory notes in form and substance reasonably satisfactory to the
          Administrative Agent; and

               (iii) in the case of the Borrower and its Subsidiaries,

                    (A) Debt under the Loan Documents (which, in the case of
               Secured Hedge Agreements, should be consistent with the terms of
               Section 5.02(b)(i)(A)),

                    (B) Debt secured by Liens permitted by Section 5.02(a)(iv)
               not to exceed in the aggregate $30,000,000 at any time
               outstanding,

                    (C) Capitalized Leases not to exceed in the aggregate
               $50,000,000 at any time outstanding,

                    (D) the Surviving Debt, and any Debt extending the maturity
               of, or refunding or refinancing, in whole or in part, any
               Surviving Debt and any Debt in respect of the Senior Subordinated
               Notes or the Senior Notes, provided that the terms of any such
               extending, refunding or refinancing Debt, and of any agreement
               entered into and of any instrument issued in connection
               therewith, are not otherwise prohibited by the Loan Documents,
               provided further that the principal amount of such Surviving Debt
               or Debt in respect of the Senior Subordinated Notes or the Senior
               Notes shall not be increased above the principal amount thereof
               outstanding immediately prior to such extension, refunding or
               refinancing, and the direct and contingent obligors therefor
               shall not be changed, as a result of or in connection with such
               extension, refunding or refinancing, 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 Debt, 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 Lender Parties
               than the terms of any agreement or instrument governing the Debt
               being extended, refunded or refinanced and the interest rate
               applicable to any such extending, refunding or refinancing Debt
               does not exceed the then applicable market interest rate,

                    (E) Debt of any Person that becomes a Subsidiary of the
               Borrower after the date hereof in accordance with the terms of
               Section 5.02(f) which Debt


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<PAGE>

               does not exceed $5,000,000 in the aggregate and is existing at
               the time such Person becomes a Subsidiary of the Borrower (other
               than Debt incurred solely in contemplation of such Person
               becoming a Subsidiary of the Borrower),

                    (F) Contingent Obligations in respect of Debt or other
               obligations of a Loan Party,

                    (G) unsecured Subordinated Debt; provided that no Event of
               Default shall then exist or would exist after giving effect to
               the incurrence thereof on a pro forma basis; provided that for
               purposes of determining pro forma compliance with the financial
               covenants set forth in Section 5.04, with respect to the issuance
               of any Subordinated Debt in connection with the consummation of
               an acquisition permitted hereunder, the EBITDA of the target of
               such acquisition for the previous four fiscal quarters shall be
               included in the applicable calculations, and

                    (H) unsecured Debt of the Borrower not otherwise permitted
               under this Section 5.02(b) in an aggregate principal amount not
               to exceed $235,000,000 at any time outstanding and to be incurred
               only so long as no Default has occurred and is continuing.

          (c) Change in Nature of Business. Make, or permit any of its
     Subsidiaries to make, any material change in the nature of its business as
     carried on at the date hereof.

          (d) Mergers, Etc. Merge into or consolidate with any Person or permit
     any Person to merge into it, or permit any of its Subsidiaries to do so,
     except that:

               (i) the Borrower may consummate the Acquisition;

               (ii) any Subsidiary of the Borrower may merge into or consolidate
          with any other Subsidiary of the Borrower, provided that, in the case
          of any such merger or consolidation, the Person formed by such merger
          or consolidation shall be a wholly owned Subsidiary of the Borrower,
          provided further that, in the case of any such merger or consolidation
          to which a Subsidiary Guarantor is a party, the Person formed by such
          merger or consolidation shall be a Subsidiary Guarantor;

               (iii) in connection with any sale or other disposition permitted
          under Section 5.02(e)(v), any Subsidiary of the Borrower may merge
          into or consolidate with any other Person or permit any other Person
          to merge into or consolidate with it;

               (iv) any merger of a Subsidiary of the Borrower, pursuant to
          which the survivor is a Subsidiary Guarantor, in order to consummate
          an Investment expressly permitted in Section 5.03(f)(viii) or (ix);

               (v) any merger of a Subsidiary Guarantor into the Borrower so
          long as the survivor is the Borrower;

     provided, however, that in each case, immediately before and after giving
     effect thereto, no Default shall have occurred and be continuing.


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<PAGE>

          (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose
     of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise
     dispose of, any assets, or grant any option or other right to purchase,
     lease or otherwise acquire any assets, except:

               (i) sales of Inventory in the ordinary course of its business and
          the granting of any option or other right to purchase, lease or
          otherwise acquire Inventory in the ordinary course of its business;

               (ii) in a transaction authorized by Section 5.02(d)(ii);

               (iii) sales, transfers or other dispositions of assets among the
          Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and
          other Subsidiary Guarantors;

               (iv) so long as no Default has occurred is continuing, the sale
          of the stock or assets of W.A. Whitney Co., W.A. Whitney Italia Co. or
          Excellon Automation Co. and their respective direct and indirect
          Subsidiaries for fair market value;

               (v) the sale of any assets by the Borrower or any Subsidiary
          (other than a bulk sale of Inventory and a sale of Receivables other
          than delinquent accounts for collection purposes only) pursuant to one
          asset sale or a series of related asset sales so long as (A) no
          Default has occurred and is continuing, (B) the purchase price paid to
          the Borrower or such Subsidiary for such asset shall be no less than
          the fair market value of such asset at the time of such sale, (C) the
          purchase price for such asset shall be paid to the Borrower or such
          Subsidiary shall consist of at least 40% cash (other than in
          connection with asset sales involving aggregate Investments not
          exceeding $10,000,000 in the aggregate at any time) and (D) the
          aggregate purchase price paid to the Borrower or any Subsidiary for
          any such assets shall not exceed $50,000,000;

               (vi) sales, transfers and dispositions of assets by any
          Subsidiary Guarantor to any Subsidiary that is not a Subsidiary
          Guarantor (A) if the terms of such sale, transfer or disposition, and
          consideration therefor, are on an arm's-length basis, would be fair
          and reasonable for non-Affiliated transactions and are for 100% cash
          or (B) to the extent permitted by Section 5.02(f); and

               (vii) so long as no Default shall occur and be continuing, the
          grant of any option or other right to purchase any asset in a
          transaction that would be permitted under the provisions of clause
          (iv) or (v) above.

          (f) Investments in Other Persons. Make or hold, or permit any of its
     Subsidiaries to make or hold, any Investment in any Person, except:

               (i) (A) equity Investments by the Borrower and its Subsidiaries
          in their Subsidiaries outstanding on the Amendment No. 3 Effective
          Date, (B) additional equity Investments in Loan Parties and equity
          Investments in newly-formed, wholly-owned Subsidiaries that become
          Subsidiary Guarantors upon formation thereof, (C) additional equity
          Investments in wholly owned Subsidiaries that are not Loan Parties in
          an aggregate amount invested from the Amendment No. 3 Effective Date
          not to exceed $50,000,000 and (D) equity Investments by Subsidiaries
          that are not Subsidiary Guarantors in Subsidiaries;


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<PAGE>

               (ii) loans and advances to employees in the ordinary course of
          the business of the Borrower and its Subsidiaries as presently
          conducted in an aggregate principal amount not to exceed $1,000,000 at
          any time outstanding;

               (iii) Investments by the Borrower and its Subsidiaries in Cash
          Equivalents;

               (iv) Investments existing on the date hereof and described on
          Schedule 4.01(x) hereto;

               (v) Investments by the Borrower in Hedge Agreements permitted
          under Section 5.02(b);

               (vi) Investments consisting of intercompany Debt permitted under
          Section 5.02(b);

               (vii) Contingent Obligations permitted under Section
          5.02(b)(iii)(F);

               (viii) the purchase or other acquisition of all of the Equity
          Interests in, or all or a substantial portion of the property and
          assets of or line of business, division or product line of, any Person
          that, upon the consummation thereof, will be wholly owned directly by
          the Borrower or one or more of its wholly owned Subsidiaries
          (including, without limitation, as a result of a merger or
          consolidation); provided that, with respect to each purchase or other
          acquisition made pursuant to this clause (viii):

                    (A) any such newly created or acquired Subsidiary shall
               comply with the requirements of Section 5.01(j);

                    (B) the lines of business of the Person to be (or the
               property and assets of which are to be) so purchased or otherwise
               acquired shall be substantially the same lines of business as one
               or more of the principal businesses of the Borrower and its
               Subsidiaries in the ordinary course;

                    (C) such purchase or other acquisition shall not include or
               result in any contingent liabilities that could reasonably be
               expected to be material to the business, financial condition,
               operations or prospects of the Borrower and its Subsidiaries,
               taken as a whole (as determined in good faith by the board of
               directors (or the persons performing similar functions) of the
               Borrower or such Subsidiary if the board of directors is
               otherwise approving such transaction and, in each other case, by
               a Responsible Officer);

                    (D) (1) immediately before and immediately after giving pro
               forma effect to any such purchase or other acquisition, no
               Default shall have occurred and be continuing and (2) (a)
               immediately after giving effect to such purchase or other
               acquisition, the Borrower and its Subsidiaries shall be in pro
               forma compliance with all of the covenants set forth in Section
               5.04, such compliance to be determined on the basis of the
               financial information most recently delivered to the
               Administrative Agent pursuant to Section 5.03 as though such
               purchase or other acquisition had been consummated as of the
               first day of the fiscal period covered thereby and (b) the
               Administrative Agent shall have received, with respect to any
               such purchase or other acquisition or series of related purchases
               or acquisitions, the total cash and noncash consideration
               (excluding Equity Interests


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<PAGE>

               of the Borrower) paid by or on behalf of the Borrower and its
               Subsidiaries for which exceeds $50,000,000, (i) within 30 days
               after the consummation of such purchase or acquisition, a
               description of each Person so purchased or acquired, (ii) within
               30 days after the consummation of such purchase or acquisition, a
               copy of summary financial information and, to the extent
               available, audited financial statements of each Person so
               purchased or acquired for the quarter and year most recently
               ended and (iii) prior to the consummation of such purchase or
               acquisition, a certificate from the Borrower certifying that
               immediately after giving effect to such purchase or other
               acquisition, the Borrower and its Subsidiaries shall be in pro
               forma compliance with all of the covenants set forth in Section
               5.04; and

                    (E) the Borrower shall have delivered to the Administrative
               Agent, on behalf of the Lender Parties, at least five Business
               Days prior to the date on which any such purchase or other
               acquisition is to be consummated, a certificate of a Responsible
               Officer, in form and substance reasonably satisfactory to the
               Administrative Agent, certifying that all of the requirements set
               forth in this clause (viii) have been satisfied or will be
               satisfied on or prior to the consummation of such purchase or
               other acquisition; and

               (ix) Investments by the Borrower and its Subsidiaries not
          otherwise permitted under this Section 5.02(f) in an aggregate amount
          not to exceed $50,000,000 at any time outstanding; provided that, with
          respect to each Investment made pursuant to this clause (ix):

                    (A) such Investment shall not include or result in any
               contingent liabilities that could reasonably be expected to be
               material to the business, financial condition, operations or
               prospects of the Borrower and its Subsidiaries, taken as a whole
               (as determined in good faith by the board of directors (or
               persons performing similar functions) of the Borrower or such
               Subsidiary if the board of directors is otherwise approving such
               transaction and, in each other case, by a Responsible Officer);

                    (B) such Investment shall be in property and assets which
               are part of, or in lines of business which are, substantially the
               same lines of business as one or more of the principal businesses
               of the Borrower and its Subsidiaries in the ordinary course;

                    (C) any determination of the amount of such Investment shall
               include all cash and noncash consideration (including, without
               limitation, the fair market value of all Equity Interests issued
               or transferred to the sellers thereof (excluding Equity Interests
               of the Borrower), all indemnities, earnouts and other contingent
               payment obligations to, and the aggregate amounts paid or to be
               paid under noncompete, consulting and other affiliated agreements
               with, the sellers thereof, all write-downs of property and assets
               and reserves for liabilities with respect thereto and all
               assumptions of debt, liabilities and other obligations in
               connection therewith) paid by or on behalf of the Borrower and
               its Subsidiaries in connection with such Investment; and


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                    (D) immediately before and immediately after giving pro
               forma effect to any such purchase or other acquisition, no
               Default shall have occurred and be continuing.

               (x) (A) The Borrower may equitize up to $24,000,000 of the
          principal amount owed to it by Esterline Technologies Denmark ApS
          under the demand promissory note dated October 30, 2012, (B) Weston
          Aerospace may equitize up to L44,000,000 of the principal amount owed
          to it by Angelchance Limited under the demand promissory note dated
          the date hereof, (C) Esterline Technologies Acquisition Limited may
          equitize up to L950,000 of the principal amount owed to it by
          Angelchance Limited under the demand promissory note dated the date
          hereof, each referred to in Schedule 4.01(x) hereto and (D) additional
          equitization of intercompany Debt approved by the Administrative
          Agent, which approval shall not be unreasonably withheld.

          (g) Restricted Payments. Declare or pay any dividends, purchase,
     redeem, retire, defease or otherwise acquire for value any of its Equity
     Interests now or hereafter outstanding, return any capital to its
     stockholders, partners or members (or the equivalent Persons thereof) as
     such, make any distribution of assets, Equity Interests, obligations or
     securities to its stockholders, partners or members (or the equivalent
     Persons thereof) as such (each of the foregoing a "Restricted Payment"), or
     permit any of its Subsidiaries to do any of the foregoing, or permit any of
     its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire
     for value any Equity Interests in the Borrower or to issue or sell any
     Equity Interests therein, except dividends payable to the Borrower;
     provided, that the Borrower shall be permitted to make Restricted Payments
     in an aggregate amount not to exceed $10,000,000 in any 12-month period so
     long as no Default or Event of Default shall then exist or would exist
     after giving effect to such Restricted Payment.

          (h) Amendments of Constitutive Documents. Amend, or permit any of its
     Subsidiaries to amend, its certificate of incorporation or bylaws or other
     constitutive or governing documents other than amendments that could not be
     reasonably expected to have a Material Adverse Effect or adversely affect
     the rights and interests of the Lender Parties.

          (i) Accounting Changes. Make or permit, or permit any of its
     Subsidiaries to make or permit, any change in (i) accounting policies or
     reporting practices, except as required by generally accepted accounting
     principles, or (ii) Fiscal Year.

          (j) Prepayments, Etc., of Debt. (A) 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, the Senior
     Subordinated Notes, or (B) amend, modify or change in any manner any term
     or condition of or relating to the Senior Notes, any Surviving Debt, the
     Senior Subordinated Indenture or, if the Bridge Loans are issued, the
     Bridge Loan Documentation in any manner that would (1) increase the
     interest rate or change (to earlier dates) the dates upon which principal
     and interest are due thereon; (2) alter the redemption, prepayment or
     subordination provisions thereof; (3) alter the covenants or events of
     default in a manner that would make such provisions more onerous or
     restrictive to the Borrower or any such Subsidiary; or (4) otherwise
     increase the obligations of the Borrower or any Subsidiary thereunder, or
     permit any of its Subsidiaries to do any of the foregoing, other than to
     prepay any Debt payable to the Borrower or a Subsidiary Guarantor.

          (k) Amendment, Etc., of Acquisition Documents. Cancel or terminate any
     Acquisition Document or consent to or accept any cancellation or
     termination thereof, amend, modify or change in any manner any term or
     condition of any Acquisition Document or give any consent,


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     waiver or approval thereunder, waive any default under or any breach of any
     term or condition of any Acquisition Document, agree in any manner to any
     other amendment, modification or change of any term or condition of any
     Acquisition Document or take any other action in connection with any
     Acquisition Document that would materially impair the value of the interest
     or rights of any Loan Party thereunder or that would impair the rights or
     interests of any Agent or any Lender Party, or permit any of its
     Subsidiaries to do any of the foregoing.

          (l) Negative Pledge. Enter into or suffer to exist, or permit any of
     its Subsidiaries to enter into or suffer to exist, any agreement
     prohibiting or conditioning the creation or assumption of any Lien upon any
     of its property or assets except (i) in favor of the Secured Parties, (ii)
     in connection with (A) any Debt incurred under the Senior Subordinated
     Indenture, the Bridge Loan Documentation or the Senior Notes (or any
     refinancing thereof permitted under Section 5.02(b)(iii)(D)), (B) any
     Surviving Debt as in effect on the Effective Date (or any refinancing
     thereof permitted under Section 5.02(b)(iii)(D)), (C) any purchase money
     Debt permitted by Section 5.02(b)(iii)(B) solely to the extent that the
     agreement or instrument governing such Debt prohibits a Lien on the
     property acquired with the proceeds of such Debt, (D) any Capitalized Lease
     permitted by Section 5.02(b)(iii)(C) solely to the extent that such
     Capitalized Lease prohibits a Lien on the property subject thereto, or (E)
     any Debt outstanding on the date any Subsidiary of the Borrower becomes
     such a Subsidiary (so long as such agreement was not entered into solely in
     contemplation of such Subsidiary becoming a Subsidiary of the Borrower),
     (iii) agreements relating to prohibitions on easements, rights of way or
     other encumbrances on title to real property and (iv) customary provisions
     in leases in the ordinary course of business.

          (m) Partnerships, Etc. Become a general partner in any general or
     limited partnership or joint venture, or permit any of its Subsidiaries to
     do so.

          (n) Speculative Transactions. Engage, or permit any of its
     Subsidiaries to engage, in any transaction involving commodity options or
     futures contracts or any similar speculative transactions.

          (o) Formation of Subsidiaries. Organize or invest, or permit any of
     its Subsidiaries to organize or invest, in any new Subsidiary except (i) as
     permitted under Section 5.02(f)(i), (viii) or (ix) or (ii) if the new
     Subsidiary is a Subsidiary Guarantor and complies with the requirement of a
     Subsidiary Guarantor set forth herein.

          (p) Payment Restrictions Affecting Subsidiaries. Directly or
     indirectly, enter into or suffer to exist, or permit any of its
     Subsidiaries to enter into or suffer to exist, any agreement or arrangement
     limiting the ability of any of its Subsidiaries to declare or pay dividends
     or other distributions in respect of its Equity Interests or repay or
     prepay any Debt owed to, make loans or advances to, or otherwise transfer
     assets to or invest in, the Borrower or any Subsidiary of the Borrower
     (whether through a covenant restricting dividends, loans, asset transfers
     or investments, a financial covenant or otherwise), except (i) the Senior
     Subordinated Indenture, (ii) the Loan Documents, (iii) any agreement or
     instrument evidencing Surviving Debt and (iv) any agreement in effect at
     the time such Subsidiary becomes a Subsidiary of the Borrower, so long as
     such agreement was not entered into solely in contemplation of such Person
     becoming a Subsidiary of the Borrower.

          (q) Amendment, Etc., of Material Contracts. Cancel or terminate any
     Material Contract or consent to or accept any cancellation or termination
     thereof, amend or otherwise modify any Material Contract or give any
     consent, waiver or approval thereunder, waive any default under or breach
     of any Material Contract, agree in any manner to any other amendment,
     modification or


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     change of any term or condition of any Material Contract or take any other
     action in connection with any Material Contract that would impair the value
     of the interest or rights of any Loan Party thereunder or that would impair
     the interest or rights of any Agent or any Lender Party, or permit any of
     its Subsidiaries to do any of the foregoing, unless, so long as no Event of
     Default has occurred and is continuing, such cancellation, termination,
     consent, acceptance, amendment, modification, waiver, approval, agreement
     or action could not reasonably be expected to result in a Material Adverse
     Effect.

     SECTION 5.03. Reporting Requirements. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will furnish to the Agents and the Lender
Parties:

          (a) Default Notice. As soon as possible and in any event within three
     Business Days after the occurrence of each Default or any event,
     development or occurrence reasonably likely to have a Material Adverse
     Effect continuing on the date of such statement, a statement of the Chief
     Financial Officer setting forth details of such Default or such event,
     development or occurrence and the action that the Borrower has taken and
     proposes to take with respect thereto.

          (b) Annual Financials. As soon as available and in any event within 90
     days after the end of each Fiscal Year, a copy of the annual audit report
     for such year for the Borrower and its Subsidiaries, including therein a
     Consolidated balance sheet of the Borrower and its Subsidiaries as of the
     end of such Fiscal Year and a Consolidated statement of income and a
     Consolidated statement of cash flows of the Borrower and its Subsidiaries
     for such Fiscal Year, in each case accompanied by an opinion acceptable to
     the Required Lenders of Ernst & Young or other independent public
     accountants of recognized standing acceptable to the Required Lenders,
     together with (i) a certificate of such accounting firm to the Lender
     Parties stating that in the course of the regular audit of the business of
     the Borrower and its Subsidiaries, which audit was conducted by such
     accounting firm in accordance with generally accepted auditing standards,
     such accounting firm has obtained no knowledge that a Default has occurred
     and is continuing, or if, in the opinion of such accounting firm, a Default
     has occurred and is continuing, a statement as to the nature thereof, (ii)
     a schedule in form satisfactory to the Administrative Agent of the
     computations used by such accountants in determining, as of the end of such
     Fiscal Year, compliance with the covenants contained in Section 5.04,
     provided that in the event of any change in GAAP used in the preparation of
     such financial statements, the Borrower shall also provide, if necessary
     for the determination of compliance with Section 5.04, a statement of
     reconciliation conforming such financial statements to GAAP and (iii) a
     certificate of the Chief Financial Officer stating that no Default has
     occurred and is continuing or, if a Default has occurred and is continuing,
     a statement as to the nature thereof and the action that the Borrower has
     taken and proposes to take with respect thereto.

          (c) Quarterly Financials. As soon as available and in any event within
     45 days after the end of each of the first three quarters of each Fiscal
     Year, Consolidated and consolidating balance sheets of the Borrower and its
     Subsidiaries as of the end of such quarter and Consolidated and
     consolidating statements of income and a Consolidated statement of cash
     flows of the Borrower and its Subsidiaries for the period commencing at the
     end of the previous Fiscal Quarter and ending with the end of such Fiscal
     Quarter and Consolidated and consolidating statements of income and a
     Consolidated statement of cash flows of the Borrower and its Subsidiaries
     for the period commencing at the end of the previous Fiscal Year and ending
     with the end of such quarter, setting forth in each case in comparative
     form the corresponding figures for the corresponding date or period of the
     preceding Fiscal Year, all in reasonable detail and duly


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     certified (subject to normal year-end audit adjustments) by the Chief
     Financial Officer as having been prepared in accordance with GAAP, together
     with (i) a certificate of said officer stating that no Default has occurred
     and is continuing or, if a Default has occurred and is continuing, a
     statement as to the nature thereof and the action that the Borrower has
     taken and proposes to take with respect thereto and (ii) a schedule in form
     satisfactory to the Administrative Agent of the computations used by the
     Borrower in determining compliance with the covenants contained in Section
     5.04, provided that in the event of any change in GAAP used in the
     preparation of such financial statements, the Borrower shall also provide,
     if necessary for the determination of compliance with Section 5.04, a
     statement of reconciliation conforming such financial statements to GAAP.

          (d) Reserved.

          (e) Litigation. Promptly after the commencement thereof, notice of all
     actions, suits, investigations, litigation and proceedings before any
     Governmental Authority affecting any Loan Party or any of its Subsidiaries
     of the type described in Section 4.01(f).

          (f) Securities Reports. Promptly after the sending or filing thereof,
     copies of all proxy statements, financial statements and reports that any
     Loan Party or any of its Subsidiaries sends to its stockholders, and copies
     of all regular, periodic and special reports, and all registration
     statements, that any Loan Party or any of its Subsidiaries files with the
     Securities and Exchange Commission or any governmental authority that may
     be substituted therefor, or with any national securities exchange.

          (g) Creditor Reports. Promptly after the furnishing thereof, copies of
     any statement or report furnished to any holder of Debt securities of any
     Loan Party or of any of its Subsidiaries pursuant to the terms of any
     indenture, loan or credit or similar agreement and not otherwise required
     to be furnished to the Lender Parties pursuant to any other clause of this
     Section 5.03.

          (h) Agreement Notices. 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 Acquisition Document or Material
     Contract or instrument, indenture, loan or credit or similar agreement
     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
     Acquisition Document or Material Contract or instrument, indenture, loan or
     credit or similar agreement and, from time to time upon request by the
     Administrative Agent, such information and reports regarding the
     Acquisition Documents, the Material Contracts and such instruments,
     indentures and loan and credit and similar agreements as the Administrative
     Agent may reasonably request.

          (i) Revenue Agent Reports. Within 10 days after receipt, copies of all
     Revenue Agent Reports (Internal Revenue Service Form 886), or other written
     proposals of the Internal Revenue Service, that propose, determine or
     otherwise set forth positive adjustments to the Federal income tax
     liability of the affiliated group (within the meaning of Section 1504(a)(1)
     of the Internal Revenue Code) of which the Borrower is a member aggregating
     $1,000,000 or more.

          (j) Notice as to Certain Tax Matters. Promptly after any such
     determination, notice of the Borrower's determination to take any action
     inconsistent with the last two sentences of Section 8.10.


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          (k) Environmental Conditions. 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.

          (l) Insurance. As soon as available and in any event within 30 days
     after the end of each Fiscal Year, a certificate evidencing the insurance
     coverage (specifying type, amount and carrier) in effect for each Loan
     Party and its Subsidiaries and containing such additional information as
     any Agent, or any Lender Party through the Administrative Agent, may
     reasonably specify.

          (m) Other Information. Such other information respecting the business,
     condition (financial or otherwise), operations, performance, properties or
     prospects of any Loan Party or any of its Subsidiaries as any Agent, or any
     Lender Party through the Administrative Agent, may from time to time
     reasonably request.

          (n) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in any
     event within 10 days after any Loan Party or any ERISA Affiliate knows or
     has reason to know that any ERISA Event has occurred, a statement of the
     Chief Financial Officer of the Borrower describing such ERISA Event and the
     action, if any, that such Loan Party or such ERISA Affiliate has taken and
     proposes to take with respect thereto and (B) on the date any records,
     documents or other information must be furnished to the PBGC with respect
     to any Plan pursuant to Section 4010 of ERISA, a copy of such records,
     documents and information.

          (ii) Plan Terminations. Promptly and in any event within three
     Business Days after receipt thereof by any Loan Party or any ERISA
     Affiliate, copies of each notice from the PBGC stating its intention to
     terminate any Plan or to have a trustee appointed to administer any Plan.

          (iii) Plan Annual Reports. Promptly and in any event within 30 days
     after the filing thereof with the Internal Revenue Service, copies of each
     Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
     with respect to each Plan.

          (iv) Multiemployer Plan Notices. Promptly and in any event within ten
     Business Days after receipt thereof by any Loan Party or any ERISA
     Affiliate from the sponsor of a Multiemployer Plan, copies of each notice
     concerning (A) the imposition of Withdrawal Liability by any such
     Multiemployer Plan, (B) the reorganization or termination, within the
     meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the
     amount of liability incurred, or that may be incurred, by such Loan Party
     or any ERISA Affiliate in connection with any event described in clause (A)
     or (B).

     SECTION 5.04. Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will:

          (a) Maximum Leverage Ratio. Maintain for each Measurement Period a
     maximum Leverage Ratio of not more than 4.00:1.00, as measured on the last
     day of each Fiscal Quarter.

          (b) Interest Coverage Ratio. Maintain for each Measurement Period an
     Interest Coverage Ratio of not less than 3.00:1.00, as measured on the last
     day of each Fiscal Quarter.


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                                   ARTICLE VI

                                EVENTS OF DEFAULT

     SECTION 6.01. Events of Default. If any of the following events ("EVENTS OF
DEFAULT") shall occur and be continuing:

          (a) (i) the Borrower shall fail to pay any principal of any Advance
     when the same shall become due and payable or (ii) the Borrower shall fail
     to pay any interest on any Advance, or any Loan Party shall fail to make
     any other payment under any Loan Document, in each case under this clause
     (ii) within 3 Business Days after the same shall become due and payable; or

          (b) any representation or warranty made by any Loan Party (or any of
     its officers) under or in connection with any Loan Document shall prove to
     have been incorrect in any material respect when made; or

          (c) the Borrower shall fail to perform or observe any term, covenant
     or agreement contained in Section 2.14, 5.01(e), (f), (i) or (j), 5.02,
     5.03 or 5.04; or

          (d) any Loan Party shall fail to perform or observe any other term,
     covenant or agreement contained in any Loan Document on its part to be
     performed or observed if such failure shall remain unremedied for 30 days
     after the earlier of the date on which (i) a Responsible Officer of the
     Borrower becomes aware of such failure or (ii) written notice thereof shall
     have been given to the Borrower by any Agent or any Lender Party; or

          (e) any Loan Party or any of its Subsidiaries shall fail to pay any
     principal of, premium or interest on or any other amount payable in respect
     of any Debt of such Loan Party or such Subsidiary (as the case may be) that
     is outstanding in a principal amount (or, in the case of any Hedge
     Agreement, an Agreement Value) of at least $20,000,000 either individually
     or in the aggregate for all such Loan Parties and Subsidiaries (but
     excluding Debt outstanding hereunder), when the same becomes due and
     payable (whether by scheduled maturity, required prepayment, acceleration,
     demand or otherwise), and such failure shall continue after the applicable
     grace period, if any, specified in the agreement or instrument relating to
     such Debt; or any other event shall occur or condition shall exist under
     any agreement or instrument relating to any such Debt and shall continue
     after the applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to accelerate, or
     to permit the acceleration of, the maturity of such Debt or otherwise to
     cause, or to permit the holder thereof to cause, such Debt to mature; or
     any such Debt shall be declared to be due and payable or required to be
     prepaid or redeemed (other than by a regularly scheduled required
     prepayment or redemption), purchased or defeased, or an offer to prepay,
     redeem, purchase or defease such Debt shall be required to be made, in each
     case prior to the stated maturity thereof; or

          (f) any Loan Party or any of its Subsidiaries shall generally not pay
     its debts as such debts become due, or shall admit in writing its inability
     to pay its debts generally, or shall make a general assignment for the
     benefit of creditors; or any proceeding shall be instituted by or against
     any Loan Party or any of its Subsidiaries seeking to adjudicate it a
     bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of it or its
     debts under any law relating to bankruptcy, insolvency or reorganization or
     relief of debtors, or seeking the entry of an order for relief or the
     appointment of a receiver, trustee or other similar official for it or for
     any substantial part of its property and, in the case of any such
     proceeding instituted against it (but not instituted by it) that is being
     diligently contested


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     by it in good faith, either such proceeding shall remain undismissed or
     unstayed for a period of 30 days or any of the actions sought in such
     proceeding (including, without limitation, the entry of an order for relief
     against, or the appointment of a receiver, trustee, custodian or other
     similar official for, it or any substantial part of its property) shall
     occur; or any Loan Party or any of its Subsidiaries shall take any
     corporate action to authorize any of the actions set forth above in this
     subsection (f); or

          (g) any judgments or orders, either individually or in the aggregate,
     for the payment of money in excess of $20,000,000 shall be rendered against
     any Loan Party or any of its Subsidiaries and either (i) enforcement
     proceedings shall have been commenced and not stayed or discontinued by any
     creditor upon such judgment or order or (ii) there shall be any period of
     10 consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     provided, however, that any such judgment or order shall not give rise to
     an Event of Default under this Section 6.01(g) if and for so long as (A)
     the amount of such judgment or order is covered by a valid and binding
     policy of insurance between the defendant and the insurer, which shall be
     rated at least "A" by A.M. Best Company, covering full payment thereof and
     (B) such insurer has been notified, and has not disputed the claim made for
     payment, of the amount of such judgment or order; or

          (h) any non-monetary judgment or order shall be rendered against any
     Loan Party or any of its Subsidiaries that could be reasonably likely to
     have a Material Adverse Effect, and there shall be any period of 10
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     or

          (i) any provision of any Loan Document after delivery thereof pursuant
     to Section 3.01 or 5.01(j) shall for any reason cease to be valid and
     binding on or enforceable against any Loan Party party to it, or any such
     Loan Party shall so state in writing; or

          (j) any Collateral Document or financing statement after delivery
     thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other
     than any failure to act on the part of the Collateral Agent to the extent
     an action by the Collateral Agent would be required to perfect a security
     interest) cease to create a valid and perfected first priority lien (except
     to the extent any liens permitted under Section 5.02(a)(ii) would be
     superior by application of law) on and security interest in the Collateral
     purported to be covered thereby as of Amendment No. 3 Effective Date; or

          (k) any ERISA Event shall have occurred with respect to a Plan and the
     sum (determined as of the date of occurrence of such ERISA Event) of the
     Insufficiency of such Plan and the Insufficiency of any and all other Plans
     with respect to which an ERISA Event shall have occurred and then exist (or
     the liability of the Loan Parties and the ERISA Affiliates related to such
     ERISA Event) exceeds $5,000,000 unless any other agreement or instrument
     governing Material Debt sets forth a lower amount, then such amount; or

          (l) any Loan Party or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that it has incurred Withdrawal
     Liability to such Multiemployer Plan in an amount that, when aggregated
     with all other amounts required to be paid to Multiemployer Plans by the
     Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined
     as of the date of such notification), exceeds $5,000,000 unless any other
     agreement or instrument governing Material Debt sets forth a lower amount,
     then such lower amount or requires payments exceeding $1,000,000 per annum,
     unless any other agreement or instrument governing Material Debt sets forth
     a lower amount, then such lower amount; or


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          (m) any Loan Party or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
     reorganization or is being terminated, within the meaning of Title IV of
     ERISA, and as a result of such reorganization or termination the aggregate
     annual contributions of the Loan Parties and the ERISA Affiliates to all
     Multiemployer Plans that are then in reorganization or being terminated
     have been or will be increased over the amounts contributed to such
     Multiemployer Plans for the plan years of such Multiemployer Plans
     immediately preceding the plan year in which such reorganization or
     termination occurs by an amount exceeding $5,000,000 unless any other
     agreement or instrument governing Material Debt sets forth a lower amount,
     then such lower amount; or

          (n) any default under, or an "Event of Default" as defined in, the
     Senior Subordinated Indenture shall have occurred and be continuing under
     Senior Subordinated Indenture; or

          (o) a Change of Control shall occur;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare all or any portion of the Commitments of each Lender Party and the
obligation of each Lender Party to make Advances (other than Letter of Credit
Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section
2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section
2.02(b)) and of the Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare all or any portion of the Notes, all interest thereon and all other
amounts payable under this Agreement and the other Loan Documents (other than
Secured Hedge Agreements unless the applicable Hedge Bank otherwise agrees) to
be forthwith due and payable, whereupon all or such portion, as applicable, of
the Notes, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower; provided,
however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code, (x) the
Commitments of each Lender Party and the obligation of each Lender Party to make
Advances (other than Letter of Credit Advances by the Issuing Bank or a
Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a
Revolving Credit Lender pursuant to Section 2.02(b)) and of the Issuing Bank to
issue Letters of Credit shall automatically be terminated and (y) the Notes, all
such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.

     SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If
any Event of Default shall have occurred and be continuing, the Administrative
Agent may, or shall at the request of the Required Lenders, irrespective of
whether it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Borrower to, and forthwith upon such demand the Borrower
will, pay to the Collateral Agent on behalf of the Lender Parties in same day
funds at the Collateral Agent's office designated in such demand, for deposit in
the Deposit Account, an amount equal to the aggregate Reserved Available Amount
of all Letters of Credit then outstanding. If at any time the Administrative
Agent or the Collateral Agent determines that any funds held in the Deposit
Account are subject to any right or claim of any Person other than the Agents
and the Lender Parties or that the total amount of such funds is less than the
aggregate Reserved Available Amount of all Letters of Credit, the Borrower will,
forthwith upon demand by the Administrative Agent or the Collateral Agent, pay
to the Collateral Agent, as additional funds to be deposited and held in the
Deposit Account, an amount equal to the excess of (a) such aggregate Reserved
Available Amount over (b) the total amount of funds, if any, then held in the
Deposit Account that the Administrative Agent or the Collateral Agent, as the
case may be, determines to be free and clear of any such right and claim. Upon
the drawing of any Letter of Credit for which funds


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are on deposit in the Deposit Account, such funds shall be applied to reimburse
the Issuing Bank or Revolving Credit Lenders, as applicable, to the extent
permitted by applicable law.

                                  ARTICLE VII

                                   THE AGENTS

     SECTION 7.01. Authorization and Action. Each Lender Party (in its
capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank
(if applicable) and on behalf of itself and its Affiliates as potential Hedge
Banks) hereby appoints and authorizes each Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement and
the other Loan Documents as are delegated to such Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental
thereto. As to any matters not expressly provided for by the Loan Documents
(including, without limitation, enforcement or collection of the Notes), no
Agent shall be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders
(or, if required hereby, all Lenders), and such instructions shall be binding
upon all Lender Parties and all holders of Notes; provided, however, that no
Agent shall be required to take any action that exposes such Agent to personal
liability or that is contrary to this Agreement or applicable law. Each Agent
agrees to give to each Lender Party prompt notice of each notice given to it by
the Borrower pursuant to the terms of this Agreement.

     SECTION 7.02. Agents' Reliance, Etc. Neither any Agent nor any of their
respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the payee of any Note as the holder thereof until, in the case of
the Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Agent, such Agent has received notice from the Administrative Agent that
it has received and accepted such Assignment and Acceptance, in each case as
provided in Section 8.07; (b) may consult with legal counsel (including counsel
for any Loan Party), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender Party and shall
not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of any Loan Document on the part of any Loan Party or the existence
at any time of any Default under the Loan Documents or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

     SECTION 7.03. Wachovia and Affiliates. With respect to its Commitments, the
Advances made by it and the Notes issued to it, if any, Wachovia shall have the
same rights and powers under the Loan Documents as any other Lender Party and
may exercise the same as though it were not an Agent;


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and the term "Lender Party" or "Lender Parties" shall, unless otherwise
expressly indicated, include Wachovia in its individual capacity. Wachovia and
its affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, any Loan Party, any of its Subsidiaries and any
Person that may do business with or own securities of any Loan Party or any such
Subsidiary, all as if Wachovia was not an Agent and without any duty to account
therefor to the Lender Parties. No Agent shall have any duty to disclose any
information obtained or received by it or any of its Affiliates relating to any
Loan Party or any of its Subsidiaries to the extent such information was
obtained or received in any capacity other than as such Agent.

     SECTION 7.04. Lender Party Credit Decision. Each Lender Party acknowledges
that it has, independently and without reliance upon any Agent or any other
Lender Party and based on the financial statements referred to in Section 4.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender Party
also acknowledges that it will, independently and without reliance upon any
Agent or any other Lender Party and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.

     SECTION 7.05. Indemnification. (a) Each Lender Party severally agrees to
indemnify each Agent (to the extent not reimbursed by the Borrower) from and
against such Lender Party's ratable share (determined as provided below) of any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such Agent
in any way relating to or arising out of the Loan Documents or any action taken
or omitted by such Agent under the Loan Documents (collectively, the
"INDEMNIFIED COSTS"); provided, however, that no Lender Party shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction. Without limitation
of the foregoing, each Lender Party agrees to reimburse each Agent promptly upon
demand for its ratable share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Borrower under Section
8.04, to the extent that such Agent is not promptly reimbursed for such costs
and expenses by the Borrower. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Costs, this Section 7.05 applies
whether any such investigation, litigation or proceeding is brought by any
Lender Party or any other Person.

          (b) Each Lender Party severally agrees to indemnify the Issuing Bank
(to the extent not reimbursed by the Borrower) from and against such Lender
Party's ratable share (determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Issuing Bank in any way relating to or
arising out of the Loan Documents or any action taken or omitted by the Issuing
Bank under the Loan Documents; provided, however, that no Lender Party shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Issuing Bank's gross negligence or willful misconduct as found in a
final, non-appealable judgment by a court of competent jurisdiction. Without
limitation of the foregoing, each Lender Party agrees to reimburse the Issuing
Bank promptly upon demand for its ratable share of any costs and expenses
(including, without limitation, fees and expenses of counsel) payable by the
Borrower under Section 8.04, to the extent that the Issuing Bank is not promptly
reimbursed for such costs and expenses by the Borrower.

          (c) For purposes of this Section 7.05, the Lender Parties' respective
ratable shares of any amount shall be determined, at any time, according to the
sum of (i) the aggregate principal Dollar


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Amount of the Advances outstanding at such time and owing to the respective
Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available
Amount of all Letters of Credit outstanding at such time and (iii) the aggregate
unused portions of their respective Revolving Credit Commitments at such time;
provided that the aggregate principal Dollar Amount of Swing Line Advances owing
to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing
Bank shall be considered to be owed to the Revolving Credit Lenders ratably in
accordance with their respective Revolving Credit Commitments. The failure of
any Lender Party to reimburse any Agent or the Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any Dollar Amount required to be
paid by the Lender Parties to such Agent or the Issuing Bank, as the case may
be, as provided herein shall not relieve any other Lender Party of its
obligation hereunder to reimburse such Agent or the Issuing Bank, as the case
may be, for its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to reimburse such Agent or
the Issuing Bank, as the case may be, for such other Lender Party's ratable
share of such amount. Without prejudice to the survival of any other agreement
of any Lender Party hereunder, the agreement and obligations of each Lender
Party contained in this Section 7.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.


     SECTION 7.06. Successor Agents. Any Agent may resign at any time by giving
written notice thereof to the Lender Parties and the Borrower and may be removed
at any time with or without cause by the Required Lenders; provided, however,
that any removal of the Administrative Agent will not be effective until it has
also been replaced as Collateral Agent, Swing Line Bank and Issuing Bank and
released from all of its obligations in respect thereof. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States or of any State thereof and having
a combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent and, in the case of a
successor Collateral Agent, 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 Agent shall succeed to
and become vested with all the rights, powers, discretion, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents. If within 45 days after written
notice is given of the retiring Agent's resignation or removal under this
Section 7.06 no successor Agent shall have been appointed and shall have
accepted such appointment, then on such 45th day (a) the retiring Agent's
resignation or removal shall become effective, (b) the retiring Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (c) the Required Lenders shall thereafter perform all duties of the retiring
Agent under the Loan Documents until such time, if any, as the Required Lenders
appoint a successor Agent as provided above. After any retiring Agent's
resignation or removal hereunder as Agent shall have become effective, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

     SECTION 7.07. Bookrunner/ Co-Arranger, Co-Arranger, Syndication Agent and
Documentation Agent Have No Liability. It is understood and agreed that none of
the Bookrunner/ Co-Arranger, the Co-Arranger, the Syndication Agent or the
Documentation Agent have any duties, responsibilities or liabilities under this
Agreement whatsoever.


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                                  ARTICLE VIII
                                  MISCELLANEOUS

     SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Notes or any other Loan Document (other than Secured Hedge
Agreements), nor consent to any departure by the Borrower or any other Loan
Party therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders (or by the Administrative Agent on
their behalf upon its receipt of the consent thereof) and the Borrower or the
applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and then 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 of the conditions, in the case of the Initial Extension
     of Credit, specified in Section 3.02, without the written consent of each
     Lender (other than any Lender that is, at such time, a Defaulting Lender);

          (b) extend or increase the Commitment of any Lender (or reinstate any
     Commitment terminated pursuant to Article VI) without the written consent
     of such Lender;

          (c) postpone any date scheduled for any payment of principal or
     interest under Section 2.04 or 2.07, 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 Advance, or (subject to clause (v) of the second proviso to this
     Section 8.01) any fees or other amounts payable hereunder or under any
     other Loan Document, or change the manner of computation of any financial
     ratio (including any change in any applicable defined term) used in
     determining the Applicable Margin that would result in a reduction of any
     interest rate on any Loan or any fee payable hereunder 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 Borrower
     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 Advance or to
     reduce any fee payable hereunder;

          (e) change the order of application of any prepayment of Loans between
     the Facilities from the application thereof set forth in the applicable
     provisions of Section 2.06(a) and (b) respectively, in any manner that
     materially and adversely affects the Lenders under such Facilities;

          (f) change any provision of this Section 8.01 without the written
     consent of each Lender, or change (i) the definition of "Required Lenders"
     without the written consent of each Lender or (ii) 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;

          (g) release all or substantially all of the Collateral in any
     transaction or series of related transactions, without the written consent
     of each Lender; or


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          (h) release all or substantially all of the Subsidiary Guarantors from
     the Subsidiary Guaranty, without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank, in addition to the Lenders required
above, affect the rights or duties of the Issuing Bank 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 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; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Bank in addition to the Lenders required above, affect the rights or duties
of the Swing Line Bank under this Agreement; (iv) Section 8.07(k) may not be
amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Advances are being funded by an SPC at the time
of such amendment, waiver or other modification; and (v) 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.

     SECTION 8.02. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including fax or e-mail communication) and
mailed, e-mailed, faxed or delivered, if to the Borrower, at its address at 500
108th Avenue NE, Bellevue, Washington 98004, Attention: Chief Financial Officer;
if to any Initial Lender Party, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender Party, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender Party; if to the Administrative Agent or the Collateral
Agent, at its address at 201 South College Street, Charlotte Plaza 8th Floor,
Charlotte, North Carolina 28288, Attention: Agency Services; 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, e-mailed or faxed, be effective when deposited in the mails or
transmitted by fax or e-mail, except that notices and communications to any
Agent pursuant to Article II, III or VII shall not be effective until received
by such Agent. Delivery by fax of an executed counterpart of a signature page to
any amendment or waiver of any provision of this Agreement or the Notes or of
any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of an original executed counterpart thereof. Electronic mail and
Internet and intranet websites may be used by the Administrative Agent and/or
the Agents to distribute communications, such as financial statements and other
information as provided in Section 5.03, and to distribute Loan Documents for
execution by the parties thereto, and the Administrative Agent and the Agents
shall not be responsible for any losses, costs, expenses and liabilities that
may arise by reason of the use thereof, except for their own gross negligence or
willful misconduct. The Administrative Agent and the Lenders shall be entitled
to rely and act upon any notices (including telephonic notices) purportedly
given by or on behalf of the Borrower even if (a) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by
any form of notice specified herein, or (b) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrower shall
indemnify each Agent 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 Borrower in accordance with this
Agreement, other than, with respect to any Agent or Lender, the losses, costs,
expenses and liabilities that result from the gross negligence or willful
misconduct of such Agent or Lender. 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.


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     SECTION 8.03. No Waiver; Remedies; Entire Agreement. No failure on the part
of any Lender Party or any Agent to exercise, and no delay in exercising, any
right hereunder or under any Note or any other Loan Document 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. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. This Agreement and the other Loan Documents constitute
the entire agreement of the parties with respect hereto.

     SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand
(i) all costs and expenses of each Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of, or any
consent or waiver under, the Loan Documents (including, without limitation, (A)
all due diligence, collateral review, arrangement, syndication, transportation,
computer, duplication, appraisal, audit, insurance, consultant, search, filing
and recording fees and expenses and (B) the reasonable fees and expenses of
counsel for each Agent with respect thereto, with respect to advising such Agent
as to its rights and responsibilities, or the perfection, protection,
interpretation or preservation of rights or interests, under the Loan Documents,
with respect to negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and
each Lender Party in connection with the enforcement of the Loan Documents,
whether in any action, suit or litigation, or any bankruptcy, insolvency or
other similar proceeding affecting creditors' rights generally (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent and each Lender Party with respect thereto). The Borrower
further agrees to pay any stamp or other taxes that may be payable in connection
with the execution or delivery of any Loan Document.

          (b) The Borrower agrees to indemnify, defend and save and hold
harmless each Agent, each Lender 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 by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Facilities, the actual or proposed use
of the proceeds of the Advances or the Letters of Credit, the Loan Documents or
any of the transactions contemplated thereby, including, without limitation, any
acquisition or proposed acquisition (including, without limitation, the
Acquisition) by the Borrower or any of its Subsidiaries or Affiliates of all or
any portion of the Equity Interests in or Debt securities or substantially all
of the assets of the Company or any of its Subsidiaries or (ii) the actual or
alleged presence of Hazardous Materials on any property of any Loan Party or any
of its Subsidiaries or any Environmental Action relating in any way to any Loan
Party or any of its Subsidiaries, 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. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 8.04(b) 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 Indemnified Party or any other Person, whether or not any
Indemnified Party is otherwise a party thereto and whether or not the
Acquisition or the transactions contemplated hereby are consummated. The
Borrower also agrees not to assert any claim against any Agent, any Lender Party
or any of their Affiliates, or any of their respective officers, directors,
employees, agents and advisors, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating
to the Facilities, the actual or


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proposed use of the proceeds of the Advances or the Letters of Credit, the Loan
Documents or any of the transactions contemplated by the Loan Documents.

          (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender Party
other than on the last day of the Interest Period for such Advance, as a result
of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d),
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or by an Eligible Assignee to a Lender Party other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to
make any payment or prepayment of an Advance for which a notice of prepayment
has been given or that is otherwise required to be made, whether pursuant to
Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such
Lender Party (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender Party any amounts
required to compensate such Lender Party for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion
or such failure to pay or prepay, as the case may be, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender Party to fund or maintain such Advance.

          (d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Administrative Agent or any Lender
Party, in its sole discretion.

          (e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
8.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.


     SECTION 8.05. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01 or otherwise with the consent of the Required
Lenders, each Agent and each Lender Party and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower against
any and all of the Obligations of the Borrower now or hereafter existing under
the Loan Documents, irrespective of whether such Agent or such Lender Party
shall have made any demand under this Agreement or such Note or Notes and
although such Obligations may be unmatured. Each Agent and each Lender Party
agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Agent, such Lender Party and their respective Affiliates may
have.

     SECTION 8.06. Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and each Agent and the Administrative
Agent shall have been notified by each Initial Lender Party that such Initial
Lender Party has executed it and thereafter shall be binding upon and inure to
the benefit of the Borrower, each Agent and each Lender Party and their
respective


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successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lender Parties.

     SECTION 8.07. Assignments and Participations. (a) Each Lender may and, so
long as no Default shall have occurred and be continuing, if demanded by the
Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12)
upon at least five Business Days' notice to such Lender and the Administrative
Agent will, assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement and the other Loan Documents
(including, without limitation, all or a portion of its Commitment or
Commitments, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) except in the case of an assignment to a Person
that, immediately prior to such assignment, was a Lender, an Affiliate of any
Lender or an Approved Fund of any Lender or an assignment of all of a Lender's
rights and obligations under this Agreement, the aggregate amount of the
Commitments and Advances being assigned to such Eligible Assignee pursuant to
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $1,000,000 (or, in
each case, such lesser amount as shall be approved by the Administrative Agent
and, so long as no Default shall have occurred and be continuing at the time of
effectiveness of such assignment, the Borrower) under each Facility for which a
Commitment or Advance is being assigned, (ii) each such assignment shall be to
an Eligible Assignee and (iii) the parties to each such assignment shall execute
and deliver to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note or Notes subject
to such assignment and (except in the case of an assignment to a Person that,
immediately prior to such assignment, was an Affiliate or an Approved Fund of
the assigning Lender) a processing and recordation fee of $3,500.

          (b) Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in such Assignment and Acceptance, (i) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender or the Issuing Bank, as
the case may be, hereunder and (ii) the Lender or the Issuing Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Sections 2.10, 2.12 and 8.04 to the extent any
claim thereunder relates to an event arising prior to such assignment) and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the remaining portion of an assigning
Lender's or the Issuing Bank's rights and obligations under this Agreement, such
Lender or the Issuing Bank shall cease to be a party hereto).

          (c) By executing and delivering an Assignment and Acceptance, each
Lender Party assignor thereunder and each assignee thereunder confirm to and
agree with each other and the other parties thereto and hereto as follows: (i)
other than as provided in such Assignment and Acceptance, such assigning Lender
Party makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and information as it
shall deem


                                       78

<PAGE>

appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Loan Documents as are delegated to such Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender or the Issuing Bank, as the case may
be.

          (d) The Administrative Agent shall maintain at its address referred to
in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lender Parties and the Commitment under each Facility of, and principal
amount of the Advances owing under each Facility to, each Lender Party from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agents
and the Lender Parties may treat each Person whose name is recorded in the
Register as a Lender Party hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Agent or any
Lender Party at any reasonable time and from time to time upon reasonable prior
notice.

          (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower and each other Agent. In the case of any assignment by a Lender, within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes a new Note to the order of such Eligible Assignee
in an amount equal to the Commitment assumed by it under each Facility pursuant
to such Assignment and Acceptance and, if any assigning Lender has retained a
Commitment hereunder under such Facility, a new Note to the order of such
assigning Lender in an amount equal to the Commitment retained by it hereunder.
Such new Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1, A-2 or A-3 hereto, as the case may be.

          (f) The Issuing Bank may assign to an Eligible Assignee all of its
rights and obligations under the undrawn portion of its Letter of Credit
Commitment at any time; provided, however, that (i) each such assignment shall
be to an Eligible Assignee and (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500.

          (g) Each Lender Party may sell participations to one or more Persons
(other than any Loan Party or any of its Affiliates) in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that (i) such Lender
Party's obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender Party shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Agents and the other Lender
Parties shall continue to deal solely and directly with such Lender Party in
connection with such Lender Party's rights and obligations under this Agreement
and (v) no participant under any such participation shall have any right to
approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any


                                       79

<PAGE>

Loan Party therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or release all or
substantially all of the Collateral.

          (h) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party.

          (i) Notwithstanding any other provision set forth in this Agreement,
any Lender Party may at any time create a security interest in all or any
portion of its rights under this Agreement and the other Loan Documents
(including, without limitation, the Advances owing to it and the Note or Notes
held by it) in favor of any Federal Reserve Bank in accordance with Regulation A
of the Board of Governors of the Federal Reserve System.

          (j) Notwithstanding anything to the contrary contained herein, any
Lender that is a fund that invests in bank loans may create a security interest
in all or any portion of the Advances owing to it and the Note or Notes 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 8.07, (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.

     SECTION 8.08. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
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 by fax of an executed counterpart of a signature page to this Agreement
shall be effective as delivery of an original executed counterpart of this
Agreement.

     SECTION 8.09. No Liability of the Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary or transferee of any Letter of
Credit with respect to its use of such Letter of Credit. Neither the Issuing
Bank nor any of its officers or directors shall be liable or responsible for:
(a) the use that may be made of any Letter of Credit or any acts or omissions of
any beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Issuing Bank against presentation of
documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making or failing
to make payment under any Letter of Credit, except that the Borrower shall have
a claim against the Issuing Bank, and the Issuing Bank shall be liable to the
Borrower, to the extent of any direct, but not consequential, damages suffered
by the Borrower that the Borrower proves were caused by (i) the Issuing Bank's
willful misconduct or gross negligence as determined in a final, non-appealable
judgment by a court of competent jurisdiction in determining whether documents
presented under any Letter of Credit comply with the terms of the Letter of
Credit or (ii) the Issuing Bank's willful failure to make lawful payment under a
Letter of Credit after the presentation to it of a draft and certificates
strictly


                                       80

<PAGE>

complying with the terms and conditions of the Letter of Credit. In furtherance
and not in limitation of the foregoing, the Issuing Bank 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.

     SECTION 8.10. Confidentiality. Neither any Agent nor any Lender Party shall
disclose any Confidential Information to any Person without the consent of the
Borrower, other than (a) to such Agent's or such Lender Party's Affiliates and
their officers, directors, employees, agents and advisors and to actual or
prospective Eligible Assignees and participants, and then only on a confidential
basis, (b) as required by any law, rule or regulation or judicial process, (c)
as requested or required by any state, Federal or foreign authority or examiner
(including the National Association of Insurance Commissioners or any similar
organization or quasi-regulatory authority) regulating such Lender Party, (d) to
any rating agency when required by it, provided that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality
of any Confidential Information relating to the Loan Parties received by it from
such Lender Party, (e) in connection with any litigation or proceeding to which
such Agent or such Lender Party or any of its Affiliates may be a party or (f)
in connection with the exercise of any right or remedy under this Agreement or
any other Loan Document; provided, that, any Agent and any Lender Party (and
each employee, representative or other agent of such Agent or such Lender Party,
as applicable) may disclose to any and all Persons, without limitation of any
kind, the "tax treatment" and "tax structure" (in each case, within the meaning
of Treasury Regulation Section 1.6011-4) of the Acquisition and the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Agent or such Lender Party relating to
such tax treatment and tax structure, except 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
proviso shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Acquisition and the
transactions contemplated hereby. The Borrower does not intend to treat the
Advances and related transactions as being a "reportable transaction" (within
the meaning of Treasury Regulation Section 1.6011-4). Each Loan Party
acknowledges that one or more of the Lender Parties may treat the Advances as
part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or
Section 301.6112-1, and the Administrative Agent and such Lender Party or Lender
Parties, as applicable, may file such IRS forms or maintain such lists and other
records as they may determine is required by such Treasury Regulations.

     SECTION 8.11. Judgment Currency. If, for the purposes of obtaining judgment
in any court, it is necessary to convert a sum due hereunder or under any other
Loan Document in one currency into another currency, the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The
obligation of each of the Loan Parties in respect of any such sum due from it to
the Administrative Agent or any Lender hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than U.S. dollars, be discharged only to the extent that on the
Business Day following receipt by the Administrative Agent or such Lender of any
sum adjudged to be so due in the Judgment Currency, the Administrative Agent or
such Lender may in accordance with normal banking procedures purchase U.S.
dollars with the Judgment Currency. If the amount of U.S. dollars so purchased
is less than the sum originally due to the Administrative Agent or such Lender
in U.S. dollars, the Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or such
Lender or the Person to whom such obligation was owing against such loss. If the
amount of U.S. dollars so purchased is greater than the sum originally due to
the Administrative Agent or such Lender in such currency, the Administrative
Agent and the Lenders agree to apply such excess to any Obligations hereunder
then due and payable.


                                       81

<PAGE>

     SECTION 8.12. Release of Collateral. Upon the sale, lease, transfer or
other disposition of any item of Collateral of any Loan Party (including,
without limitation, as a result of the sale, in accordance with the terms of the
Loan Documents, of a Subsidiary Guarantor that owns such Collateral) in
accordance with the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such 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 in accordance with the terms of the Loan Documents and, if
applicable, the release of such Subsidiary Guarantor from its obligations under
the Subsidiary Guaranty.

     SECTION 8.13. JURISDICTION, ETC.(A) EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE
COURTS OF ANY JURISDICTION.

          (B) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

     SECTION 8.14. GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.15. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS AND
THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE
LETTERS OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


                                       82

<PAGE>

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

                                        ESTERLINE TECHNOLOGIES CORPORATION


                                        By
                                           -------------------------------------
                                        Name: Robert D. George
                                        Title: Vice President, Chief Financial
                                               Officer, Secretary and Treasurer


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Administrative Agent


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


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Collateral Agent


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


                                        THE BANK OF NEW YORK,
                                        as Syndication Agent


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


                                        KEYBANK NATIONAL ASSOCIATION,
                                        as Documentation Agent


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


                                        WACHOVIA CAPITAL MARKETS, LLC
                                        (f/k/a Wachovia Securities, LLC),
                                        as Bookrunner/ Co-Arranger


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

<PAGE>

                                        INITIAL LENDERS

                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Initial Lender, Issuing Bank and
                                        Swing Line Bank


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


                                        THE BANK OF NEW YORK


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


                                        KEY BANK NATIONAL ASSOCIATION


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


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By
                                           -------------------------------------


                                        WELLS FARGO BANK, N.A.


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

<PAGE>

                                   SCHEDULE I

                   COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
                            REVOLVING        SWING      LETTER OF
                             CREDIT          LINE         CREDIT       TERM LOAN            LENDING
NAME OF INITIAL LENDER     COMMITMENT     COMMITMENT    COMMITMENT    COMMITMENT            OFFICE
----------------------   --------------   ----------   -----------   -----------   ------------------------
<S>                      <C>              <C>          <C>           <C>           <C>
    Wachovia Bank,
 National Association    $18,333,333.34   $5,000,000   $50,000,000   L10,450,000       See Section 8.02

                                                                                   One Wall St., 22nd Floor
                                                                                      New York, NY 10005
 The Bank of New York    $18,333,333.33        -            -        L10,450,000     Attn.: Dawn Hertling
                                                                                     tel.: (212) 635-6742

                                                                                       127 Public Square
   KeyBank National                                                                  Cleveland, Ohio 44114
     Association         $18,333,333.33        -            -        L10,450,000    Attn.: Kathy A. Koenig
                                                                                     tel.: (216) 689-4228
                                                                                     fax.: (216) 689-4981

                                                                                    1420 Fifth Avenue, 10th
                                                                                   Floor PD-WAT11C Seattle,
  U.S. Bank National                                                                   Washington 98101
      Association        $   15,000,000        -            -        L 8,550,000      Attn.: Gail Fortun
                                                                                     tel.: (206) 587-5212
                                                                                     fax.: (206) 344-3741

                                                                                   1740 Broadway Denver, CO
                                                                                      Attn.: Tanya Ivie
Wells Fargo Bank, N.A.   $   15,000,000        -            -        L 8,550,000     tel.: (303) 863-6102
                                                                                     fax.: (303) 863-2729

                                                                                       2001 Clayton Rd.,
                                                                                          Building B
                                                                                          Mail Code:
                                                                                         CA4-702-02-25
 Bank of America, N.A.   $   15,000,000        -            -        L 8,550,000    Concord, CA 94520-2405
                                                                                        Attn: Pamela S.
                                                                                         Greer-Tillman
                                                                                     tel.: (925) 675-8453
                                                                                     fax.: (888) 969-2786
                         --------------   ----------   -----------   -----------
         TOTAL           $  100,000,000   $5,000,000   $50,000,000   L57,000,000
                         ==============   ==========   ===========   ===========
</TABLE>

<PAGE>

                                   EXHIBIT A-3

                                                                         FORM OF
                                                                       TERM NOTE

                                    TERM NOTE

          FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises
to pay to __________________ or registered assigns (the "LENDER"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of the Term Loan Advance made by the Lender to the Borrower under that
certain Credit Agreement, dated as of June 11, 2003 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"AGREEMENT"; the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders and agents from time to time party thereto,
Wachovia Bank, National Association, as Administrative Agent, Swing Line Bank
and Issuing Bank.

          The Borrower promises to pay interest on the unpaid principal amount
of the Term Loan Advance from the date of such Advance until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in British Pounds Sterling in
immediately available funds at the Administrative Agent's Account (or such other
account as directed by the Administrative Agent). If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the
Agreement.

          This Term Note is one of the Term Notes referred to in the Agreement,
is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein. This Term Note is also
entitled to the benefits of the Subsidiary Guaranty and is secured by the
Collateral. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this
Term Note shall become, or may be declared to be, immediately due and payable
all as provided in the Agreement. The Lender may also attach schedules to this
Term Note and endorse thereon the date, amount and maturity of its Term Loan
Advance and payments with respect thereto.

          The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Term Note.

          THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

                                        ESTERLINE TECHNOLOGIES CORPORATION


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

<PAGE>

                   ADVANCES AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                          Amount of      Outstanding
       Type of   Amount of    End of     Principal or    Principal
       Advance    Advance    Interest   Interest Paid   Balance This   Notation
Date     Made       Made      Period      This Date         Date        Made By
----   -------   ---------   --------   -------------   ------------   --------
<S>    <C>       <C>         <C>        <C>             <C>            <C>

</TABLE>

<PAGE>

                                    EXHIBIT C

                                                                         FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Credit Agreement dated as of June 11, 2003
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"; the terms defined therein, unless otherwise
defined herein, being used herein as therein defined) among Esterline
Technologies Corporation, a Delaware corporation (the "BORROWER"), the Lender
Parties party thereto, Wachovia Bank, National Association, as Collateral Agent
and as Administrative Agent for the Lender Parties.

          Each "Assignor" referred to on Schedule 1 hereto (each, an "ASSIGNOR")
and each "Assignee" referred to on Schedule 1 hereto (each, an "ASSIGNEE")
agrees severally with respect to all information relating to it and its
assignment hereunder and on Schedule 1 hereto as follows:

          1. Such Assignor hereby sells and assigns, without recourse except as
to the representations and warranties made by it herein, to such Assignee, and
such Assignee hereby purchases and assumes from such Assignor, an interest in
and to such Assignor's rights and obligations under the Credit Agreement as of
the date hereof equal to the percentage interest specified on Schedule 1 hereto
of all outstanding rights and obligations under the Credit Agreement. After
giving effect to such sale and assignment, such Assignee's Commitments and the
amount of the Advances owing to such Assignee will be as set forth on Schedule 1
hereto.

          2. Such Assignor (i) represents and warrants that its name set forth
on Schedule 1 hereto is its legal name, that it is the legal and beneficial
owner of the interest or interests being assigned by it hereunder and that such
interest or interests are free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any Loan
Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, any
Loan Document or any other instrument or document furnished pursuant thereto;
(iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; and (iv)
attaches the Note or Notes held by such Assignor and requests that the
Administrative Agent exchange such Note or Notes for a new Note or Notes payable
to the order of such Assignee in an amount equal to the Commitments assumed by
such Assignee pursuant hereto or new Notes payable to the order of such Assignee
in an amount equal to the Commitments assumed by such Assignee pursuant hereto
and such Assignor in an amount equal to the Commitments retained by such
Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.

          3. Such Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit

<PAGE>

analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon any Agent, any Assignor or
any other Lender Party and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) represents and
warrants that its name set forth on Schedule 1 hereto is its legal name; (iv)
confirms that it is an Eligible Assignee; (v) appoints and authorizes each Agent
to take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to such Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; (vi) agrees that it will perform in accordance with their terms all of
the obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender Party; and (vii) attaches any U.S. Internal Revenue
Service forms required under Section 2.12 of the Credit Agreement.

          4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance (the
"EFFECTIVE DATE") shall be the date of acceptance hereof by the Administrative
Agent, unless otherwise specified on Schedule 1 hereto.

          5. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date, (i) such Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender Party thereunder and (ii) such Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement (other
than its rights and obligations under the Loan Documents that are specified
under the terms of such Loan Documents to survive the payment in full of the
Obligations of the Advance Parties under the Loan Documents to the extent any
claim thereunder relates to an event arising prior to the Effective Date of this
Assignment and Acceptance) and, if this Assignment and Acceptance covers all of
the remaining portion of the rights and obligations of such Assignor under the
Credit Agreement, such Assignor shall cease to be a party thereto.

          6. Upon such acceptance and recording by the Administrative Agent,
from and after the Effective Date, the Administrative Agent shall make all
payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to such Assignee. Such
Assignor and such Assignee shall make all appropriate adjustments in payments
under the Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.

          7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

          8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate 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 Schedule 1 to this Assignment

<PAGE>

and Acceptance by fax shall be effective as delivery of an original executed
counterpart of this Assignment and Acceptance.

          IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

<PAGE>

                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

<TABLE>
<S>                                            <C>      <C>      <C>      <C>      <C>
ASSIGNORS:
REVOLVING CREDIT FACILITY
   Percentage interest assigned                 _____%   _____%   _____%   _____%   _____%
   Revolving Credit Commitment assigned        $_____   $_____   $_____   $_____   $_____
   Aggregate outstanding principal amount of
      Revolving Credit Advances assigned       $_____   $_____   $_____   $_____   $_____
   Principal amount of Revolving Credit Note
      payable to ASSIGNOR                      $_____   $_____   $_____   $_____   $_____
LETTER OF CREDIT FACILITY
   Letter of Credit Commitment assigned        $_____   $_____   $_____   $_____   $_____
   Letter of Credit Commitment retained        $_____   $_____   $_____   $_____   $_____
TERM LOAN ADVANCE
   Aggregate outstanding principal amount of
      Term Loan Advance assigned               L_____   L_____   L_____   L_____   L_____
</TABLE>

<TABLE>
<S>                                            <C>      <C>      <C>      <C>      <C>
ASSIGNEES:
REVOLVING CREDIT FACILITY
   Percentage interest assumed                  _____%   _____%   _____%   _____%   _____%
   Revolving Credit Commitment assumed         $_____   $_____   $_____   $_____   $_____
   Aggregate outstanding principal amount of
      Revolving Credit Advances assumed        $_____   $_____   $_____   $_____   $_____
   Principal amount of Revolving Credit Note
      payable to ASSIGNEE                      $_____   $_____   $_____   $_____   $_____
LETTER OF CREDIT FACILITY
   Letter of Credit Commitment assumed         $_____   $_____   $_____   $_____   $_____
TERM LOAN ADVANCE
   Aggregate outstanding principal amount of
      Term Loan Advance assumed                L_____   L_____   L_____   L_____   L_____
</TABLE>

<PAGE>

Effective Date (if other than date of acceptance by Administrative Agent):

(7)
    --------- ---, ----
                                        ASSIGNORS


                                                                 , as Assignor
                                        -------------------------
                                        [Type or print legal name of Assignor]


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------
                                        Dated:             ,
                                               --------- --  ----


                                                                 , as Assignor
                                        -------------------------
                                        [Type or print legal name of Assignor]


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------
                                        Dated:             ,
                                               --------- --  ----

----------
(7)  This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance to the Administrative Agent.

<PAGE>

                                        ASSIGNEES


                                                                 , as Assignee
                                        -------------------------
                                        [Type or print legal name of Assignee]


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------
                                        Dated:             ,
                                               --------- --  ----

                                        Domestic Lending Office:

                                        Eurodollar Lending Office:


                                        -------------------------, as Assignee
                                        [Type or print legal name of Assignee]


                                        By
                                           -------------------------------------
                                        Title:
                                               ---------------------------------
                                        Dated:             ,
                                               --------- --  ----

                                        Domestic Lending Office:

                                        Eurodollar Lending Office:

<PAGE>

Accepted this
              ----
day of          ,
       ---------  ----

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By
   ----------------------------------
Title:
       ------------------------------
[Approved this      day
               ----
of          ,
   ---------  ----

[ESTERLINE TECHNOLOGIES CORPORATION]


By
   ----------------------------------
Title:                           ] (1)
       --------------------------

----------
(1)  If no Event of Default has occurred, the approval of the Borrower shall be
     required.