<PAGE>

                                                                    Exhibit 4.10

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                                 [ABN-AMRO LOGO]

                                   $40,000,000
                                   THREE YEAR

                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 23, 2003

                                  BY AND AMONG

                          GENENCOR INTERNATIONAL, INC.,

                            THE LENDERS PARTY HERETO

                                       AND

                              ABN AMRO BANK, N.V.,
                             AS ADMINISTRATIVE AGENT

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

                                 ABN AMRO INC.,
                          AS ADVISOR, BOOK MANAGER AND
                                  LEAD ARRANGER

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
ARTICLE I - DEFINITIONS.................................................................           1
      SECTION 1.01.   Defined Terms.....................................................           1
      SECTION 1.02.   Classification of Loans and Borrowings............................          16
      SECTION 1.03.   Terms Generally...................................................          16
      SECTION 1.04.   Accounting Terms; GAAP............................................          17
      SECTION 1.05.   Foreign Currency Equivalents; Currency Fluctuations...............          17

ARTICLE II - THE CREDITS................................................................          17
      SECTION 2.01.   Commitments.......................................................          17
      SECTION 2.02.   Loans and Borrowings..............................................          17
      SECTION 2.03.   Requests for Borrowings...........................................          18
      SECTION 2.04.   Funding of Borrowings.............................................          19
      SECTION 2.05.   Interest Elections................................................          19
      SECTION 2.06.   Termination and Reduction of Commitments..........................          21
      SECTION 2.07.   Repayment of Loans; Evidence of Debt..............................          21
      SECTION 2.08.   Prepayment of Loans...............................................          22
      SECTION 2.09.   Fees..............................................................          23
      SECTION 2.10.   Interest..........................................................          23
      SECTION 2.11.   Alternate Rate of Interest........................................          24
      SECTION 2.12.   Increased Costs...................................................          25
      SECTION 2.13.   Break Funding Payments............................................          26
      SECTION 2.14.   Taxes.............................................................          26
      SECTION 2.15.   Payments Generally; Pro Rata Treatment; Sharing of Setoffs........          27
      SECTION 2.16.   Mitigation Obligations; Replacement of Lenders....................          28

ARTICLE III - REPRESENTATIONS AND WARRANTIES............................................          29
      SECTION 3.01.   Organization; Powers..............................................          29
      SECTION 3.02.   Authorization; Enforceability.....................................          29
      SECTION 3.03.   Governmental Approvals; No Conflicts..............................          30
      SECTION 3.04.   Financial Condition; No Material Adverse Change...................          30
      SECTION 3.05.   Properties........................................................          30
      SECTION 3.06.   Litigation and Environmental Matters..............................          30
      SECTION 3.07.   Compliance with Laws and Agreements...............................          31
      SECTION 3.08.   Investment and Holding Company Status.............................          31
      SECTION 3.09.   Taxes.............................................................          31
      SECTION 3.10.   ERISA.............................................................          31
      SECTION 3.11.   Disclosure........................................................          32
      SECTION 3.12.   Subsidiaries......................................................          32

ARTICLE IV - CONDITIONS.................................................................          32
      SECTION 4.01.   Effective Date....................................................          32
      SECTION 4.02.   Each Credit Event.................................................          33
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                               <C>
ARTICLE V - AFFIRMATIVE COVENANTS.......................................................          34
      SECTION 5.01.   Financial Statements and Other Information........................          34
      SECTION 5.02.   Notices of Material Events........................................          35
      SECTION 5.03.   Existence; Conduct of Business....................................          35
      SECTION 5.04.   Payment of Obligations............................................          35
      SECTION 5.05.   Maintenance of Properties; Insurance..............................          36
      SECTION 5.06.   Books and Records; Inspection Rights..............................          36
      SECTION 5.07.   Compliance with Laws..............................................          36
      SECTION 5.08.   Use of Proceeds...................................................          36
      SECTION 5.09.   Subsidiary Guarantees.............................................          36
      SECTION 5.10.   Covenant to Secure Equally........................................          36
      SECTION 5.11.   Pari Passu Ranking................................................          37
      SECTION 5.12.   Other Covenants...................................................          37

ARTICLE VI - NEGATIVE COVENANTS.........................................................          37
      SECTION 6.01.   Limitation on Subsidiary Indebtedness.............................          37
      SECTION 6.02.   Liens.............................................................          38
      SECTION 6.03.   Fundamental Changes...............................................          40
      SECTION 6.04.   Permitted Investments.............................................          42
      SECTION 6.05.   Hedging Agreements................................................          42
      SECTION 6.06.   Restricted Payments...............................................          42
      SECTION 6.07.   Transactions with Affiliates......................................          42
      SECTION 6.08.   Restrictive Agreements............................................          42
      SECTION 6.09.   Consolidated Indebtedness to Total Capitalization.................          43
      SECTION 6.10.   Interest Coverage.................................................          43
      SECTION 6.11.   Debt/EBITDA.......................................................          43
      SECTION 6.12.   Intentionally Omitted.............................................          43
      SECTION 6.13.   Intentionally Omitted.............................................          43
      SECTION 6.14.   Limitations on Certain Subsidiary Actions.........................          43
      SECTION 6.15.   Sale or Discount of Receivables...................................          43
      SECTION 6.16.   Sale of Assets....................................................          43

ARTICLE VII - EVENTS OF DEFAULT.........................................................          45

ARTICLE VIII - THE ADMINISTRATIVE AGENT.................................................          47

ARTICLE IX - MISCELLANEOUS.............................................................           49
      SECTION 9.01.   Notices...........................................................          49
      SECTION 9.02.   Waivers; Amendments...............................................          50
      SECTION 9.03.   Expenses; Indemnity; Damage Waiver................................          51
      SECTION 9.04.   Successors and Assigns............................................          52
      SECTION 9.05.   Survival..........................................................          55
      SECTION 9.06.   Counterparts; Integration; Effectiveness..........................          55
      SECTION 9.07.   Severability......................................................          55
      SECTION 9.08.   Right of Setoff...................................................          55
      SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process........          56
      SECTION 9.10.   WAIVER OF JURY TRIAL..............................................          56
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                               <C>
      SECTION 9.11.   Headings..........................................................          57
      SECTION 9.12.   Confidentiality...................................................          57
      SECTION 9.13.   Interest Rate Limitation..........................................          58
      SECTION 9.14.   Judgment Currency.................................................          58

SCHEDULE 1.01A [FORM OF] ASSIGNMENT AND ACCEPTANCE......................................           3

SCHEDULE 1.01(B) WORKING CAPITAL INVESTMENT POLICY......................................           6

SCHEDULE 2.01 COMMITMENTS...............................................................           7

SCHEDULE 3.06 DISCLOSED MATTERS.........................................................           8

SCHEDULE 3.12 LIST OF SUBSIDIARIES......................................................          10

SCHEDULE 4.01(b) OPINION OF COUNSEL FOR THE BORROWER....................................          11

SCHEDULE 6.02 PERMITTED LIENS...........................................................          13

SCHEDULE 6.08 PERMITTED RESTRICTIONS....................................................          14
</TABLE>

                                       iii

<PAGE>

         CREDIT AGREEMENT dated as of December 23, 2003, by and among GENENCOR
INTERNATIONAL, INC., a Delaware corporation, as the Borrower, the LENDERS from
time to time party hereto, ABN AMRO BANK, N.V., as Administrative Agent, and ABN
AMRO INC., as Advisor, Book Manager and Lead Arranger.

         The parties hereto agree as follows:

                             ARTICLE I - DEFINITIONS

         SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms have the meanings specified below:

         "ABR," when used in reference to any dollar Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

         "ADJUSTED LIBOR" means, with respect to any Eurocurrency Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next one sixteenth of one percent (1/16 of 1%)) equal to: (i) the LIBOR
for such Interest Period multiplied by (b) the Statutory Reserve Rate.

         "ADMINISTRATIVE AGENT" means ABN AMRO Bank, N.V., in its capacity as
administrative agent for the Lenders hereunder.

         "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "ADVISOR, BOOK MANAGER AND LEAD ARRANGER" means ABN AMRO Inc.

         "AFFILIATE" means, with respect to a specified Person, another Person
that: (i) directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified, (ii)
beneficially owns or holds five percent (5%) or more of any class of the Voting
Stock (or in the case of a Person that is not a corporation, five percent (5%)
or more of the equity interest) of the Borrower, or (iii) five percent (5%) or
more of the Voting Stock (or in the case of a Person that is not a corporation,
five percent (5%) or more of the equity interest) of which is beneficially owned
or held by the Borrower or a Subsidiary of the Borrower at such time.

         "ALTERNATE BASE RATE" means, for any day, rate per annum equal to the
greatest of: (i) the Prime Rate in effect on such day and (ii) the Federal Funds
Effective Rate in effect on such day plus one half of one percent (1/2 of 1%).
Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective
date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

         "APPLICABLE PERCENTAGE" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated

<PAGE>

or expired, the Applicable Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments.

         "APPLICABLE RATE" means, for any day, with respect to any ABR Loan or
Eurocurrency Loan, or with respect to the utilization and commitment fees
payable hereunder, as the case may be, the applicable rate per an annum set
forth below under the caption "ABR Spread," "Eurocurrency Spread," "Utilization
Fee" or "Commitment Fee," as the case may be, based upon the Leverage Ratio in
effect on such day. The Leverage Ratio shall be determined and adjusted on the
date (each a "RATIO CALCULATION DATE") five (5) Business Days after the date by
which the Borrower is required to provide the Financial Officer's certificate in
accordance with the provisions of subsection 5.01(c). The initial Applicable
Rate shall be based on a Financial Officer's certificate, delivered pursuant to
subsection 4.01(d), setting forth a computation of the Leverage Ratio as of the
end of the Fiscal Quarter ended September 30, 2003, and shall remain in effect
until the first Ratio Calculation Date subsequent to December 31, 2003. If the
Borrower fails to provide the Financial Officer's certificate required by
subsection 5.01(c) on or before any Ratio Calculation Date, the Applicable Rate
shall be based on an assumed Leverage Ratio of greater than 3.25 from such Ratio
Calculation Date until such time that an appropriate Financial Officer's
certificate is provided, whereupon the Applicable Rate shall be determined by
the Leverage Ratio reflected on such Financial Officer's Certificate, until the
next Ratio Calculation Date. Subject to the preceding sentence, each
determination of, the Applicable Rate shall be effective from one Ratio
Calculation Date until the next Ratio Calculation Date. Any adjustment in the
Applicable Rate shall be applicable to all existing Loans as well as any new
Loans made.

<TABLE>
<CAPTION>
                   LEVERAGE                        EUROCURRENCY    UTILIZATION     ABR      COMMITMENT
                    RATIO                             SPREAD           FEE        SPREAD       FEE
------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>            <C>       <C>
less than or equal to 1.5                               75              10           0          25
------------------------------------------------------------------------------------------------------
greater than 1.5 but less than or equal to 2.0         100              10           0          30
------------------------------------------------------------------------------------------------------
greater than 2.0 but less than or equal to 2.5         125              15          25          35
------------------------------------------------------------------------------------------------------
greater than 2.5 but less than or equal to 3.0         150              15          50          40
------------------------------------------------------------------------------------------------------
greater than 3.0 but less than or equal to 3.25        175              25          75          45
------------------------------------------------------------------------------------------------------
greater than 3.25                                      200              50         100          50
------------------------------------------------------------------------------------------------------
</TABLE>

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section

                                       2
<PAGE>

9.04), and accepted by the Administrative Agent, in the form of Schedule 1.01A
or any other form approved by the Administrative Agent.

         "AVAILABILITY PERIOD" means the period from and including the Effective
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

         "BOARD" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "BOOK VALUE" means, in the case of any Transfer of capital stock of any
Person, the same proportion of the Total Assets of such Person as shall be equal
to the proportion of the equity of such Person represented by the capital stock
subject to such Transfer, and, in the case of any Transfer of any asset (other
than capital stock) of any Person as of the date of the determination thereof
shall mean the amount at which the same is recorded, or in accordance with GAAP
should have been recorded, in the books of account of such Person.

         "BORROWER" means Genencor International, Inc., a Delaware corporation.

         "BORROWING" means Loans of the same Types, made, converted or continued
on the same date and, in the case of Eurocurrency Loans, as to which a single
Interest Period is in effect.

         "BORROWING REQUEST" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

         "BUSINESS DAY" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided, when used in connection with a Eurocurrency Loan,
the term "BUSINESS DAY" shall also exclude any day on which banks are not open
for dealings in dollar and Foreign Currency deposits in the London interbank
market.

         "CALCULATION DATE" means the last Business Day of each calendar month.

         "CAPITALIZED LEASE OBLIGATIONS" means any rental obligation which,
under GAAP, is or will be required to be capitalized on the books of the
Borrower or any of its Subsidiaries, taken at the amount thereof accounted for
as indebtedness (net of interest expense) in accordance with GAAP.

         "CHANGE IN CONTROL" means: (i) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (y) nominated by the then incumbent members of the board of
directors of the Borrower nor (z) appointed by directors so nominated; or (ii)
the acquisition of direct or indirect Control of the Borrower by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) other than Eastman Chemical Company, Danisco A/S and/or any subsidiary
controlled by either of them.

         "CHANGE IN LAW" means: (i) the adoption of any law, rule or regulation
after the date of this Agreement, (ii) any change in any law, rule or regulation
or in the interpretation or

                                       3
<PAGE>

application thereof by any Governmental Authority after the date of this
Agreement or (iii) compliance by any Lender or the Issuing Bank (or, for
purposes of subsection 2.12(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMITMENT" means, with respect to each Lender, the commitment of such
Lender to make Loans hereunder, expressed in dollars, as such commitment may be:
(i) reduced from time to time pursuant to Section 2.06 and (ii) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The amount of each Lender's Commitment as of the date
hereof is set forth on Schedule 2.01 or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The aggregate amount of the Lenders' Commitments as of the date hereof is
$40,000,000.

         "CONSOLIDATED INDEBTEDNESS" means, at any time, the aggregate amount of
Indebtedness of the Borrower and its Subsidiaries (without duplication),
determined at such time on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" means, in respect of any period, the
consolidated interest expense of the Borrower and its Subsidiaries for such
period, determined in accordance with GAAP.

         "CONSOLIDATED NET INCOME" means, for any period, the net income of the
Borrower and its Subsidiaries for such period, after provisions for taxation and
minority interests, determined on a consolidated basis for such Persons in
accordance with GAAP, but excluding therefrom each of the following to the
extent included in the determination thereof:

                  (i)      extraordinary gains or losses, as determined in
         accordance with GAAP;

                  (ii)     net earnings or losses of any Subsidiary of the
         Borrower accrued prior to the date it became such a Subsidiary;

                  (iii)    net earnings of any Person (other than a Subsidiary
         of the Borrower) in which the Borrower or any of its Subsidiaries shall
         have an ownership interest unless such net earnings shall have actually
         been received by the Borrower or such Subsidiary in the form of a cash
         distribution;

                  (iv)     any portion of the net earnings of any of the
         Subsidiaries of the Borrower that by reason of contract, charter
         restriction or applicable law is unavailable for payment to the
         Borrower;

                  (v)      any gains or losses arising from any re-evaluation,
         write-up or write down of assets other than in the ordinary course of
         business;

                                       4
<PAGE>

                  (vi)     any restoration during such period to income of any
         contingency reserve, except to the extent that provision for such
         reserve was made during such period out of income accrued during such
         period; and

                  (vii)    any net income or net loss during such period from:
         (i) any change in accounting principles in accordance with GAAP, or
         (ii) any prior period adjustments resulting from any change in
         accounting principles in accordance with GAAP.

         "CONSOLIDATED NET WORTH" means, at any time the total stockholders'
equity of the Borrower and its Subsidiaries determined, at such time, in
accordance with GAAP, but excluding therefrom the amount of share capital
attributable to Redeemable Preferred Stock.

         "CONSOLIDATED TOTAL ASSETS" means, at any time, the amount at which all
of the assets of the Borrower and its Subsidiaries would be reflected on the
Borrower's balance sheet as of its most recent Fiscal Year end prepared at such
time on a consolidated basis in accordance with GAAP.

         "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

         "CURRENCY" means either dollars or Euros.

         "DEFAULT" means any event or condition which: (i) constitutes an Event
of Default, or (ii) solely upon notice, lapse of time or both would, unless
cured or waived (to the extent cure or waiver thereof is possible), become an
Event of Default.

         "DISCLOSED MATTERS" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

         "DISPOSITION VALUE" means, at any time, with respect to any Transfer,
the greater of the Fair Market Value or Book Value of the Property subject to
such Transfer.

         "DOLLARS" or "$" refers to lawful money of the United States of
America.

         "EBITDA" means, in respect of any period, Consolidated Net Income for
such period

                  (i)      minus, both of the following:

                           (A)      to the extent added in the computation of
                  such Consolidated Net Income, gains, net of losses, arising
                  from the disposition of Property other than in the ordinary
                  course of business; and

                           (B)      the amount, if any, by which: (1) the amount
                  of all cash payments in respect of non-cash expenses of the
                  type referred to in the following clause (2), which were
                  deducted in the computation of Consolidated Net Income for any
                  prior period, exceed (2) non-cash expenses of the Borrower and
                  its Subsidiaries in

                                       5
<PAGE>

                  respect of the Employee Incentive Plan to the extent deducted
                  in the computation of such Consolidated Net Income;

                  (ii)     plus, to the extent deducted in the computation of
         such Consolidated Net Income, each of the following:

                           (A)      Consolidated Interest Expense;

                           (B)      Taxes imposed on or measured by income or
                  excess profits of the Borrower and its Subsidiaries;

                           (C)      the amount of all depreciation, depletion
                  and amortization allowances;

                           (D)      the amount, if any by which: (1) non-cash
                  expenses of the Borrower and its Subsidiaries in respect of
                  the Employee Incentive Plan made in said period exceed (2) the
                  amount of all cash payments in respect of non-cash expenses of
                  the type referred to in the foregoing clause (1) which were
                  deducted in the computation of Consolidated Net Income for any
                  prior period; and

                           (E)      losses, net of gains, arising from the
                  disposition of Property other than in the ordinary course of
                  business.

         "EFFECTIVE DATE" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

         "EMPLOYEE INCENTIVE PLAN" means the Genencor International, Inc. Stock
Option and Stock Appreciation Right Plan, as adopted effective December 9, 1999
and the Genencor International, Inc. 2002 Omnibus Incentive Plan, as adopted
effective May 30, 2002.

         "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

         "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon: (i) violation of any Environmental Law,
(ii) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (iii) exposure to any Hazardous Materials,
(iv) the release or threatened release of any Hazardous Materials into the
environment or (v) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

                                       6
<PAGE>

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA EVENT" means: (i) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the thirty (30) day notice period is waived); (ii) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (iii) the filing pursuant to, Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (iv) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (v) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (vii) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

         "EURO" means the single currency unit of participating member states of
the European Union.

         "EUROCURRENCY," when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBOR.

         "EVENT OF DEFAULT" has the meaning assigned to such term in Article
VII.

         "EXCHANGE RATE" means, with respect to any currency other than dollars
on any date, the rate at which such currency may be exchanged into dollars, as
set forth on such date on the applicable Reuters currency page. In the event
that such rate does not appear on the applicable Reuters currency page, the
Exchange Rate with respect to such currency shall be determined by reference to
such other publicly available service for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Borrower or, in the absence of
such agreement, such Exchange Rate shall instead be the Administrative Agent's
spot rate of exchange in the London interbank market or other market where the
Administrative Agent's foreign currency exchange operations in respect of such
currency are then being conducted, at or about 10:00 a.m., local time, on such
date for the purchase of dollars with such currency for delivery two Business
Days later; provided, however, if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.

                                       7
<PAGE>

         "EXCLUDED TAXES" means, with respect to the Administrative Agent, any
Lender, or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder: (i) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (ii) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (iii) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
subsection 2.16(b)), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with subsection 2.14(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
subsection 2.14(a).

         "EXCLUDED TRANSFER" shall have the meaning asset forth in subsection
6.16(a)(iv) of this Agreement.

         "FAIR MARKET VALUE" means, at any time with respect to any Property,
the sale value of such Property that would be realized in an arm's-length sale
at such time between an informed and willing buyer, and an informed and willing
seller, under no compulsion to buy or sell, respectively.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next one one hundredths of one percent
(1/100 of 1%)) of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next one one hundredths of one percent
(1/100 of 1%)) 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.

         "FINANCIAL OFFICER" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

         "FISCAL QUARTER" means each quarter-year period of the Borrower, ending
on the last day of each June, September, December and March.

         "FISCAL YEAR" means the fiscal year of the Borrower, which is the
calendar year.

         "FOREIGN CURRENCY" means any Currency other than dollars; and when used
in reference to a Loan or a Borrowing, such term refers to a Loan or Borrowing
denominated in a Foreign Currency.

         "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction other than the United States of America, each State thereof and the
District of Columbia. For

                                       8
<PAGE>

purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

         "FOREIGN SUBSIDIARY" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America, each State
thereof and the District of Columbia.

         "GAAP" means generally accepted accounting principles in the United
States

         "GOVERNMENTAL AUTHORITY" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

         "GUARANTEE" means, with respect to any Person (for the purposes of this
definition, the "GUARANTOR"), any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection)
of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend
or other obligation of any other Person (the "PRIMARY OBLIGOR") in any manner,
whether directly or indirectly, including, without limitation, obligations
incurred through an agreement, contingent or otherwise, by the guarantor:

                  (i)      to purchase such indebtedness or obligation or any
         Property constituting security therefor;

                  (ii)     to advance or supply funds;

                  (iii)    for the purchase or payment of such indebtedness,
         dividend or obligation;

                  (iv)     to maintain working capital or other balance sheet
         condition or any income statement condition of the Primary Obligor or
         otherwise to advance or make available funds for the purchase or
         payment of such indebtedness, dividend or obligation;

                  (v)      to lease Property or to purchase securities or other
         Property or services primarily for the purpose of assuring the owner of
         such indebtedness or obligation of the ability of the Primary Obligor
         to make payment of the indebtedness or obligation; or

                  (vi)     otherwise to assure the owner of the indebtedness or
         obligation of the Primary Obligor against loss in respect thereof.

For purposes of computing the amount of any Guarantee, in connection with any
computation of indebtedness or other liability: (y) in each case where the
obligation that is the subject of such Guarantee is in the nature of
indebtedness for money borrowed it shall be assumed that the amount of the
Guarantee is the amount of the direct obligation then outstanding, and (z) in
each case where the obligation that is the subject of such Guarantee is not in
the nature of indebtedness for money borrowed it shall be assumed that the
amount of the Guarantee is the maximum aggregate amount (if any) of such
obligation.

                                       9
<PAGE>

         "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "HEDGING AGREEMENT" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

         "INDEBTEDNESS" means, with respect to any Person (without duplication),
all of the following: (i) all obligations of such Person for moneys borrowed;
(ii) all obligations for moneys borrowed secured by any Lien existing on
Property owned by such Person (whether or not such liabilities have been assumed
by such Person or recourse is available against such Person); (iii) all
obligations (other than trade and other ordinary accounts payable) of such
Person in respect of the acquisition cost of Property or services to the extent
payable after the time of acquisition or possession by such Person and not yet
repaid where the advance or deferred payment was arranged principally as a
method of financing the acquisition of such Property or services acquired
(including, without limitation, any conditional sale or other title retention
agreement); (iv) all Capitalized Lease Obligations of such Person; (v) its
reimbursement or other obligations in respect of banker's acceptances, other
acceptances, letters of credit and other instruments serving a similar function
issued or accepted by banks and other financial institutions for the account of
such Person, other than any such obligations in respect of ordinary trade
credits; and (vi) all obligations under Guarantees given by such Person in
respect of obligations of other Persons of the type set forth in clauses (i)
through (v) of this definition.

         "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

         "INTEREST ELECTION REQUEST" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.05.

         "INTEREST PAYMENT DATE" means: (i) with respect to any ABR Loan, the
last day of each March, June, September and December, and (ii) with respect to
any Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three (3) months duration, each
day prior to the last day of such Interest Period that occurs at intervals of
three months' duration after the first day of such Interest Period.

         "INTEREST PERIOD" means with respect to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided: (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the

                                       10
<PAGE>

last calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and,
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

         "INVESTMENTS" means all investments made, in cash or by delivery of
Property, directly or indirectly, in any Person or any Property, whether by
acquisition of shares of capital stock, indebtedness or other obligations or
securities or by loan, advance, capital contribution or otherwise; provided,
however, "INVESTMENTS" shall not mean or include investments in Property to be
used or consumed in the ordinary course of business permitted by Section 6.07 of
this Agreement.

         "LENDERS" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than such Person that ceases to be a party hereto pursuant to
an Assignment and Acceptance.

         "LEVERAGE RATIO" at any time means the ratio of Consolidated
Indebtedness as of the last day of the most recently completed Fiscal Quarter to
EBITDA for the twelve (12) month period ending on such day.

         "LIBOR" means, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to deposits in the London interbank market) at
approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period, as the rate for deposits in the relevant
Currency with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBOR" with
respect to such Eurocurrency Borrowing for such Interest Period shall be the
rate at which deposits in the relevant Currency of $5,000,000 (or the U.S.
Dollar Equivalent of Euros, as the case may be) and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two (2) Business Days prior to
the commencement of such Interest Period.

         "LIEN" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any lease in the nature
thereof, and the filing of an agreement to give any financing statement under
the Uniform Commercial Code of any jurisdiction).

         "LOANS" means the loans made by the Lenders to the Borrower pursuant to
Section 2.03.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on: (i) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the
Borrower to perform any of its obligations under this Agreement or (iii) the
rights of or benefits available to the Lenders under this Agreement.

                                       11
<PAGE>

         "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans, but
including all Notes and other obligations pursuant to the Note Agreement) or
obligations in respect of one or more Hedging Agreements, of any one (1) or more
of the Borrower and its Subsidiaries in an aggregate principal amount exceeding
$3,000,000 (using the Exchange Rate to compute amounts in currencies other than
dollars). For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Borrower or any Subsidiary in respect of any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

         "MATERIAL SUBSIDIARY" means a Subsidiary of the Borrower that, at any
time: (i) has net income which comprises more than five percent (5%) of the
Consolidated Net Income (in each case determined for the Fiscal Quarter of the
Borrower then most recently ended) or (ii) stockholder's equity which comprises
more than five percent (5%) of Consolidated Net Worth (in each case determined
for the Fiscal Quarter of the Borrower then most recently ended).

         "MATURITY DATE" means December 23, 2006.

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

         "NET PROCEEDS" means, with respect to the Transfer of any Property by
the Borrower or any of its Subsidiaries, the remainder, if any, of

                  (i)      the aggregate amount of the consideration (valued at
         the Fair Market Value thereof at the time of the consummation of such
         Transfer) received by such Person in connection with such Transfer,
         minus

                  (ii)     the sum of:

                           (A)      the principal amount of and premium, if any,
                  on any Indebtedness which is secured by or which finances any
                  such Property (other than Indebtedness assumed by the
                  purchaser of such Property) and which is required to be, and
                  is, repaid upon consummation of such Transfer;

                           (B)      the out-of-pocket expenses incurred by the
                  Borrower or any Subsidiary of the Borrower in connection with
                  such Transfer; and

                           (C)      all Taxes, including Taxes measured by
                  income, calculated as if the Borrower and its Subsidiaries
                  were a separate consolidated group for Tax purposes and
                  assuming such Transfer was the only transaction in which the
                  Borrower and its Subsidiaries engaged during the relevant
                  period, without giving effect to any carryforwards, carrybacks
                  or credits.

         "NOTE AGREEMENT" shall mean the Note Agreement dated March 28, 1996
among the Borrower and purchasers a party thereto, in the principal amount of
$140,000,000.00, and any substitution therefor, as it may be amended, modified
or supplemented from time to time in accordance with its terms and the terms
hereof.

                                       12
<PAGE>

         "OTHER TAXES" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "PERMITTED INVESTMENTS" means and includes the following:

                  (i)      Investments by the Borrower or any of its
         Subsidiaries pursuant to the Working Capital Investment Policy attached
         as Schedule 1.01(B), except that "Permitted Investments" shall also
         include Investments which would comply with such policy except for the
         fact that they exceed the limits established pursuant to the
         "Investment Limits" section of such policy, as long as such Investments
         do not exceed such limits by a material amount; and

                  (ii)     Investments in addition to those described in clause
         (i), provided that the aggregate amount of such Investments at any time
         shall not exceed ten percent (10%) of Consolidated Net Worth at such
         time; provided, however, at the time of any such proposed Investment no
         Default or Event of Default shall have occurred and be continuing.

Permitted investments referred to in the foregoing clause (ii) shall be valued
at cost less any net return of capital through the sale or liquidation thereof
or other return of capital thereon.

         "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "PREFERRED STOCK" means any class of capital stock of the Borrower
which is preferred over any other class of capital stock of the Borrower as to
the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

         "PRIME RATE" means the rate of interest per annum publicly announced
from time to time by ABN AMRO Bank, N.V. as its prime rate in effect at its
principal office in Chicago, Illinois; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

         "PROPERTY" means any interest in any kind of property or asset, whether
real, personal or mixed, and whether tangible or intangible.

                                       13
<PAGE>

         "REDEEMABLE PREFERRED STOCK" means Preferred Stock of the Borrower that
has been issued as of the date of this Agreement and by the terms pursuant to
which it was issued is subject to mandatory redemption, in whole or in part
(including, without limitation, redemption, in whole or in part, at the option
of any holder thereof).

         "REGISTER" has the meaning set forth in Section 9.04.

         "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "REQUIRED LENDERS" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing at least fifty-one percent (51%)
of the sum of the total Revolving Credit Exposures and unused Commitments at
such time.

         "RESTRICTED PAYMENT" means and includes:

                  (i)      any dividend or other distribution, direct or
         indirect and whether payable in cash or Property, on account of any
         capital stock or other equity interests of the Borrower or any of its
         Subsidiaries, except to the extent such dividend or distribution is
         payable:

                           (A)      to the Borrower; or

                           (B)      solely in capital stock or other equity
                  interests of the Borrower or such Subsidiary of the Borrower;

                  (ii)     any redemption, retirement, purchase or other
         acquisition, direct or indirect, of any capital stock or other equity
         interests of the Borrower or any of its Subsidiaries now or hereafter
         outstanding, or of any warrants, rights or options to acquire any such
         capital stock or other equity interests or any Securities convertible
         into such capital stock or other equity interests, except to the extent
         that any amount due in respect of such redemption, retirement, purchase
         or other acquisition is payable:

                           (A)      to the Borrower or any Subsidiary of the
                  Borrower; or

                           (B)      solely in capital stock or other equity
                  interests of the Borrower or such Subsidiary of the Borrower;
                  and

                  (iii)    Investments by the Borrower or any Subsidiary of the
         Borrower other than Permitted Investments, set forth in clauses (i) and
         (ii) of the definition of such term.

         "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Loans issued
hereunder denominated in dollars and the outstanding principal amount of U.S.
Dollar Equivalent of its Loans issued hereunder denominated in Foreign
Currencies, at such time.

                                       14
<PAGE>

         "SENIOR INDEBTEDNESS" means the "Notes" issued pursuant to the Note
Agreement and any Indebtedness of the Borrower that is not in any manner
subordinated in right of payment to such Notes or to any other Indebtedness of
the Borrower.

         "STATUTORY RESERVE RATE" means a fraction (expressed as a decimal), the
numerator of which is the number one (1) and the denominator of which is the
number one (1) minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject
with respect to Adjusted LIBOR, for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurocurrency Loans shall be deemed to constitute Eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

         "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity: (i) of which securities or other ownership interests representing more
than fifty percent (50%) of the equity or more than fifty percent (50%) of the
ordinary voting power or, in the case of a partnership, more than fifty percent
(50%) of the general partnership interests are, as of such date, owned,
controlled or held, or (ii) that is, as of such date, otherwise Controlled, by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

         "SUBSIDIARY" means any subsidiary of the Borrower.

         "SUBSTANTIAL PORTION" means, at any time, any Property subject to a
Transfer if the Disposition Value of such Property, when added to the
Disposition Value of all other Property of the Borrower and its Subsidiaries
that has been the subject of a Transfer (other than an Excluded Transfer and
subject, with respect to both such Property and all such other Property, to the
provisions of subsection 6.16(b)(ii)) during the then current Fiscal Year of the
Borrower, exceeds an amount equal to ten percent (10%) of Consolidated Total
Assets at such time.

         "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "TOTAL ASSETS" means, with respect to any Person at any time, all of
the assets of such Person which would be reflected, at such time, on a balance
sheet of such Person prepared in accordance with GAAP.

         "TOTAL CAPITALIZATION" means, at any time, the sum of Consolidated
Indebtedness at such time, plus Consolidated Net Worth at such time.

                                       15
<PAGE>

         "TRANSACTIONS" means the execution, delivery and performance by the
Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.

         "TRANSFER" means, with respect to any Person, any transaction in which
such Person sells, conveys, transfers, leases (as lessor) or otherwise disposes
of any of its Property (other than cash, temporary cash investments and trade
receivables), including, without limitation, capital stock of any Person.

         "TYPE," when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBOR or the Alternate
Base Rate.

         "U.S. DOLLAR EQUIVALENT" means, on any date of determination, with
respect to any amount in any Foreign Currency, the equivalent in dollars of such
amount, determined by the Administrative Agent using the Exchange Rate with
respect to such Foreign Currency then in effect as determined pursuant to
Section 1.05.

         "VOTING STOCK" means, with respect to any corporation, any shares of
stock of such corporation whose holders are entitled under ordinary
circumstances to vote for the election of directors of such corporation
(irrespective of whether at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).

         "WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of the Borrower one
hundred percent (100%) of all of the Voting Stock of which is owned by any one
(1) or more of the Borrower and/or other Wholly-Owned Subsidiaries.

         "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Type (e.g., a
"Eurocurrency Loan"). Borrowings also may be classified and referred to by Type
(e.g., a "Eurocurrency Borrowing").

         SECTION 1.03. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise: (i) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (iii) the words "herein," "hereof" and "hereunder," and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to
Articles, Sections, subsections and Schedules shall be construed to refer to
Articles, Sections and subsections of and Schedules to,

                                       16
<PAGE>

this Agreement and (v) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

         SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed, and all financial information and reports provided pursuant to this
Agreement shall be prepared, in accordance with GAAP, as in effect from time to
time; provided, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

         SECTION 1.05. FOREIGN CURRENCY EQUIVALENTS; CURRENCY FLUCTUATIONS. Not
later than 1:00 p.m., New York City time, on each Calculation Date, the
Administrative Agent shall: (i) determine the Exchange Rate as of such
Calculation Date with respect to each Foreign Currency and (ii) give notice
thereof to the Borrower and the Lenders. The Exchange Rates so determined shall
become effective on the first Business Day immediately following the relevant
Calculation Date (each a "RESET DATE"), shall remain effective until the next
succeeding Reset Date and shall during the period of their effectiveness be
employed in making any computation of Foreign Currency equivalents required to
be made under this Agreement (other than any computation required under Section
9.14). Not later than 5:00 p.m., New York City time, on the date of each
Borrowing and on the date of each reduction under Section 2.09 or prepayment
under Section 2.08 involving any Foreign Currency, the Administrative Agent
shall: (y) determine the U.S. Dollar Equivalent of such Foreign Currency, based
on the Exchange Rate in effect as provided in the preceding sentence, of such
Borrower and (z) notify the Borrower and the Lenders of the results of such
determination.

                            ARTICLE II - THE CREDITS

         SECTION 2.01. COMMITMENTS. Subject to the terms and conditions set
forth herein, each Lender agrees to make Loans to the Borrower in any Currency
at any time and from time to time during the Availability Period in an aggregate
principal amount that will not result in: (i) such Lender's Revolving Credit
Exposure exceeding such Lender's Commitment or (ii) the sum of the total
Revolving Credit Exposures exceeding the total Commitments. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Loans.

         SECTION 2.02. LOANS AND BORROWINGS.

         (a) Each Loan shall be made as part of a Borrowing consisting of Loans
made by the Lenders ratably in accordance with their respective Commitments. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations

                                       17
<PAGE>

hereunder; provided, the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender's failure to make Loans as required.

         (b) Subject to Section 2.11: (i) each Borrowing of dollars shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may
request in accordance herewith and (ii) each Borrowing of a Foreign Currency
shall be comprised entirely of Eurocurrency Loans. Each Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided, any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

         (c) At the commencement of each Interest Period for any Eurocurrency
Borrowing, such Borrowing shall be in an aggregate amount that: (i) if such
Borrowing is denominated in dollars, is an integral multiple of $100,000 and not
less than $500,000 and (ii) if such Borrowing is denominated in a Foreign
Currency, is in an aggregate principal amount the U.S. Dollar Equivalent of
which is not less than $500,000 and is an integral multiple of $100,000. At the
time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000 and not less than $500,000;
provided, an ABR Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Commitments. Borrowing of more than one (1)
Type may be outstanding at the same time; provided, further, there shall not at
any time be more than a total of two (2) Eurocurrency Borrowings outstanding.

         (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

         SECTION 2.03. REQUESTS FOR BORROWINGS. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone: (i)
in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, three (3) Business Days before the date of the proposed Borrowing or
(ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City
time, on the day of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                  (A)      the aggregate amount and Currency of the requested
         Borrowing;

                  (B)      the date of such Borrowing, which shall be a Business
         Day;

                  (C)      whether any dollar Borrowing is to be an ABR
         Borrowing or a Eurocurrency Borrowing;

                  (D)      in the case of a Eurocurrency Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                                       18
<PAGE>

                  (E)      the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.07.

If no election as to the Type of Borrowing in dollars is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurocurrency Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. If no election as to Currency is specified with respect to a
Eurocurrency Borrowing, then the Borrower shall be deemed to have selected
dollars. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

         SECTION 2.04. FUNDING OF BORROWINGS.

         (a) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds in the
Currency being borrowed by 3:00 p.m., New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with LaSalle Bank National Association in
Chicago, Illinois, for dollar Borrowings, and with the Administrative Agent, in
New York City, for Foreign Currency Borrowings, as designated by the Borrower in
the applicable Borrowing Request.

         (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with subsection 2.04(a) and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon in the
Currency being borrowed, for each day from and including the date such amount is
made available to the Borrower to but excluding the date of payment to the
Administrative Agent, at: (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

         SECTION 2.05. INTEREST ELECTIONS.

         (a) Each Borrowing of dollars initially shall be of the Type specified
in the applicable Borrowing Request, and each Eurocurrency Borrowing shall have
an initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert a Borrowing of dollars to a different Type or
to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected

                                       19
<PAGE>

Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

         (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

         (c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.03:

                  (i)      the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    in the case of a Borrowing of dollars, whether the
         resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
         Borrowing; and

                  (iv)     if the resulting Borrowing is a Eurocurrency
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of the term "Interest Period."

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

         (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

         (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurocurrency Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period: (i) such Borrowing shall be converted to an ABR
Borrowing, if such Borrowing is denominated in dollars and (ii) the Borrower
will be deemed to have elected a one (1) month Interest Period beginning with
the day after the last day of the expired Interest Period, if such Borrowing is
denominated in a Foreign Currency. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing:

                                       20
<PAGE>

(y) no outstanding Borrowing in dollars may be converted to or continued as a
Eurocurrency Borrowing and (z) unless repaid, each Eurocurrency Borrowing in
dollars shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.

         SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENTS.

         (a) Unless previously terminated, the Commitments shall terminate on
the Maturity Date.

         (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided: (i) each reduction of the Commitments shall
be in an amount that is an integral multiple of $1,000,000 and not less than
$1,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.08, the sum of the Revolving Credit Exposures would exceed the
total Commitments.

         (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under subsection 2.06(b) at least three
(3) Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided, a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

         SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

         (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Loan on the Maturity Date. Principal and interest for each Loan
shall be repaid in the Currency in which it was advanced.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (c) The Administrative Agent shall maintain accounts in which it shall
record: (i) the Currency and amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                                       21
<PAGE>

         (d) The entries made in the accounts maintained pursuant to subsections
2.07(b) or (c) shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided, the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.

         (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assign) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note, to such payee and its registered assigns).

         SECTION 2.08. PREPAYMENT OF LOANS.

         (a) The Borrower shall have the right at any time and from time to time
to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section.

         (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder: (i) in the case of
prepayment of a Eurocurrency Borrowing, not later than 12:00 p.m., New York City
time, three (3) Business Days before the date of prepayment or, (ii) in the case
of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City
time, on the day of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided, if a notice of prepayment is given in
connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.06, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.06. Promptly
following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.10.

         (c) If, during any period when any Foreign Currency Loans are
outstanding: (i) the Revolving Credit Exposure of any Lender exceeds one hundred
five percent (105%) of such Lender's Commitment or (ii) the sum of the total
Revolving Credit Exposures exceeds one hundred five percent (105%) of the total
Commitments, the Borrower will prepay the Loans, in such amount as may be
necessary to eliminate such excess; and prior to the elimination of such excess,
no further Loan may be made if the result would be to increase the amount of
such excess.

                                       22
<PAGE>

         SECTION 2.09. FEES.

         (a) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender: (i) a commitment fee, which shall accrue at the
Applicable Rate on the daily amount of the unused Commitment of such Lender
during the period from and including the Effective Date to but excluding the
date on which such Commitment terminates; and (ii) a utilization fee, which
shall accrue at the Applicable Rate on the outstanding principal balance of all
Loans of such Lender on each day during which the principal balance of all Loans
equals or exceed thirty three and one third percent (33 1/3%) of the total
Commitments, during the period from and including the Effective Date to but
excluding the date on which such Commitment terminates, provided, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such utilization fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure. Accrued commitment and utilization fees
shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof; provided, any
utilization fees accruing after the date on which the Commitments terminate
shall be payable on demand. All commitment and utilization fees shall be
computed on the basis of a year of three hundred sixty (360) days and shall be
payable for the actual number of days on which such fees are earned (including
the first day but excluding the last day).

         (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

         (c) All fees payable hereunder shall be paid in dollars on the dates
due, in immediately available funds, to the Administrative Agent for
distribution, in the case of commitment fees and utilization fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.

         SECTION 2.10. INTEREST.

         (a) The Loans comprising each ABR Borrowing shall bear interest at the
Alternate Base Rate plus the Applicable Rate.

         (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest at the Adjusted LIBOR for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

         (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to: (i) in the case of overdue principal of any Loan, two
percent (2%) plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount,
two percent (2%) plus the rate applicable to ABR Loans as provided in subsection
2.10(a).

         (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Commitments;
provided: (i) interest accrued

                                       23
<PAGE>

pursuant to subsection 2.10(c) shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan
prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurocurrency Loan
denominated in dollars prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

         (e) All interest hereunder shall be computed on the basis of a year of
three hundred sixty (360) days, except that interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of three hundred sixty five
(365) days (or three hundred sixty six (366) days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or Adjusted
LIBOR shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.

         SECTION 2.11. ALTERNATE RATE OF INTEREST. If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing:

         (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBOR for such Interest Period; or

         (b) the Administrative Agent is advised by the Required Lenders that
the Adjusted LIBOR for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or a Lender) of making or maintaining their
Loans (or its Loan) included in such Borrowing for such Interest Period; or

         (c) in the case of a Borrowing of Foreign Currency Loans, the
Administrative Agent determines (which determination shall be presumed correct
absent manifest error) that deposits in the applicable Foreign Currency are not
generally available, or cannot be obtained by the Lenders, in the London
Interbank Market;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist: (i) any Interest
Election Request that requests the conversion of any dollar Borrowing to, or the
continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective,
and any Eurocurrency Borrowing so requested to be continued shall, at the option
of the Borrower, be repaid on the last day of the then current Interest Period
with respect thereto or shall be converted to an ABR Borrowing (with any Foreign
Currency Borrowing being converted to a Borrowing denominated in dollars at the
Exchange Rate determined by the Administrative Agent in accordance with this
Agreement) on the last day of the then current Interest Period with respect
thereto, (ii) if any Borrowing Request requests a Eurocurrency Borrowing in
dollars, such Borrowing shall be made as an ABR Borrowing and (iii) any request
by the Borrower for a Borrowing of Foreign Currency Loans shall be ineffective;
provided, if the circumstances giving

                                       24
<PAGE>

rise to such notice do not effect all applicable Currencies, then requests for
Eurocurrency Borrowings may be made in the Currencies that are not affected
thereby.

         SECTION 2.12. INCREASED COSTS.

         (a) If any Change in Law shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits with
         or for the account of, credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBOR); or

                  (ii)     impose on any Lender or the London interbank market
         any other condition affecting this Agreement or Eurocurrency Loans made
         by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.

         (b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by, such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

         (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in subsections 2.12(a) or (b) shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such
Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.

         (d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided, the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than two hundred seventy (270) days prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the two hundred seventy
(270) day period referred to above shall be extended to include the period of
retroactive effect thereof.

                                       25
<PAGE>

         SECTION 2.13. BREAK FUNDING PAYMENTS. In the event of: (a) the payment
of any principal of any Eurocurrency Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any dollar denominated Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Eurocurrency Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.08(b) and is revoked in accordance
therewith), or (d) the assignment of any Eurocurrency Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.16, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such
event in the Currency in which the affected Loan is denominated. Such loss, cost
or expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of: (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBOR that would have been applicable to such Loan, for the period from
the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurocurrency market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within ten (10) days after receipt thereof.

         SECTION 2.14. TAXES.

         (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments,
then: (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent or Lender receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

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

         (c) The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender
on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the

                                       26
<PAGE>

relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

         SECTION 2.15. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SETOFFS.

         (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of amounts
payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New
York City time on the date when due, in immediately available funds, without
set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon. All payments of dollars shall be made to the Administrative Agent at
its offices at 208 South LaSalle Street, Suite 1503, Chicago, Illinois 60604,
and all payments of Foreign Currencies shall be made to the Administrative Agent
at its offices at 55 East 52nd Street, 6th Floor, New York, New York 10055,
except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in the Currency specified
herein and, in the absence of any specification, in dollars (based, if
necessary, on the U.S. Dollar Equivalent in effect on the date of payment).

         (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

                                       27
<PAGE>

         (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

         (d) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

         (e) If any Lender shall fail to make any payment required to be made by
it pursuant to subsection 2.15(d), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender's obligations under such Section until all such
unsatisfied obligations are fully paid.

         SECTION 2.16. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

         (a) If any Lender requests compensation under Section 2.12, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be,
in the future and (ii) would not

                                       28
<PAGE>

subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

         (b) If any Lender requests compensation under Section 2.12, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided (i) the Borrower shall
have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.12 or payments required to be made pursuant to Section 2.14, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

         SECTION 2.17. INTENTIONALLY OMITTED.

                  ARTICLE III - REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

         SECTION 3.01. ORGANIZATION; POWERS. The Borrower and each of its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

         SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The Transactions are
within the Borrower's corporate powers and, to the extent applicable, the
corporate powers of the Material Subsidiaries and have been duly authorized by
all necessary corporate and, if required, stockholder action. This Agreement has
been duly executed and delivered by the Borrower and constitutes a legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

                                       29
<PAGE>

         SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions:
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, and except for disclosures
required after the Effective Date under the Securities Exchange Act of 1934, as
amended, (b) will not violate any applicable law or regulation or the charter,
bylaws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any of its Subsidiaries or of their respective assets, or
give rise to a right thereunder to require any payment to be made by the
Borrower or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

         SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

         (a) The Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and
cash flows: (i) as of and for the Fiscal Year ended December 31, 2002, reported
on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of
and for the Fiscal Quarter and the portion of the Fiscal Year ended September
30, 2003, certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its Subsidiaries as of such dates
and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in subsection (ii) above.

         (b) Since December 31, 2002, there has been no material adverse change
in the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and its Subsidiaries, taken as a whole.

         SECTION 3.05. PROPERTIES.

         (a) The Borrower and each of its Subsidiaries has good title to, or
valid leasehold interests in, all its real and personal property material to its
business, except for defects in title or defects in such leasehold interests
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

         (b) Except to the extent that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, the Borrower
and each of its Subsidiaries owns, or is licensed to use, all trademarks, trade
names, copyrights, patents and other intellectual property material to its
business; and the use thereof by the Borrower or its Subsidiaries does not
infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

         SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS.

         (a) There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries: (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,

                                       30
<PAGE>

individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve this Agreement or the
Transactions.

         (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of
its Subsidiaries: (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

         (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

         SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. The Borrower and
each of its Subsidiaries is in compliance with all laws, regulations and orders
of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred which is continuing.

         SECTION 3.08. INVESTMENT AND HOLDING COMPANY STATUS. Neither the
Borrower nor any of its Subsidiaries is: (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

         SECTION 3.09. TAXES. The Borrower and each of its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except: (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

         SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur with respect to Borrower or its Subsidiaries that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect. The aggregate present value of all accumulated benefit obligations under
each Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) of Borrower and its Subsidiaries did not, as of the
date of the most recent financial statements reflecting such amounts, exceed by
more than $3,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans of
Borrower and its Subsidiaries (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed by more
than $3,000,000 the fair market value of the assets of all such underfunded
Plans.

                                       31
<PAGE>

         SECTION 3.11. DISCLOSURE. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of the Borrower or any of its
Subsidiaries to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, with respect to projected financial information,
the Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time.

         SECTION 3.12. SUBSIDIARIES. Set forth in Schedule 3.12 to this
Agreement is a complete and accurate list of the Subsidiaries, designating each
domestic Material Subsidiary, in existence on the date of this Agreement,
showing the jurisdiction of incorporation of each, showing the percentage of the
Borrower's ownership of the outstanding stock of each and showing which
Subsidiaries are domestic Material Subsidiaries on the date of this Agreement.
All of the outstanding capital stock of each Subsidiary has been validly issued,
is fully paid and non-assessable and is owned by the Borrower free and clear of
all mortgages, deeds of trust, pledges, liens, security interest or other
charges or encumbrances.

                             ARTICLE IV - CONDITIONS

         SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

         (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either: (i) a counterpart of this Agreement signed on behalf
of such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy or electronic mail transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

         (b) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Harter, Secrest & Emery, counsel for the Borrower and the
Material Subsidiaries, substantially in the form of Schedule 4.01(b), and
covering such other matters relating to the Borrower and the Material
Subsidiaries, this Agreement or the Transactions as the Required Lenders shall
reasonably request. The Borrower hereby requests such counsel to deliver such
opinion.

         (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Borrower and
the Material Subsidiaries, the authorization of the Transactions and any other
legal matters relating to the Borrower and the Material Subsidiaries, this
Agreement or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

                                       32
<PAGE>

         (d) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
subsections 4.02(a) and (b) and setting forth a computation of the Leverage
Ratio as of the end of the Fiscal Quarter ended September 30, 2003.

         (e) The Administrative Agent shall have received all fees and other
amounts due and payable to the Administrative Agent and the Lenders on or prior
to the Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder.

         (f) The Administrative Agent shall have received a guaranty agreement,
in form and substance reasonably acceptable to the Administrative Agent, made by
each Material Subsidiary in favor of the Administrative Agent, for the benefit
of the Administrative Agent and Lenders.

         (g) The Administrative Agent shall have received a letter agreement
between the Borrower and the Agent regarding participation fees with respect to
the Commitment.

         (h) The Administrative Agent shall have received evidence reasonably
satisfactory to it of payment in full of any and all indebtedness owing to The
Chase Manhattan Bank pursuant that certain $32,000,000 Three Year Credit
Agreement, dated as of January 31, 2001, among Borrower, the Lenders party
thereto and The Chase Manhattan Bank, as Administrative Agent, which payment
shall have been made pursuant to a duly executed payoff letter, which shall be
in form and substance reasonably satisfactory to the Administrative Agent.

         (i) The Administrative Agent shall have received such other approvals,
opinions, documents or materials as the Administrative Agent or any Lender may
reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on
January 31, 2004 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

         SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, is subject to the satisfaction of the
following conditions:

         (a) The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct on and as of the date of such
Borrowing.

         (b) At the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.

         (c) After giving effect to such Borrowing, the aggregate principal
amount of Loans shall not exceed the aggregate amount of the Lenders'
Commitments.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in subsections
4.02(a) and (b).

                                       33
<PAGE>

                        ARTICLE V - AFFIRMATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full, the Borrower covenants and agrees with the Lenders that:

         SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower
will furnish to the Administrative Agent and each Lender:

         (a) within ninety (90) days after the end of each Fiscal Year of the
Borrower, its audited consolidated balance sheet and related statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other
independent public accountants of recognized national standing (without a "going
concern" or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

         (b) within forty five (45) days after the end of each of the first
three (3) Fiscal Quarters of each Fiscal Year of the Borrower, its consolidated
balance sheet and related statements of operations, stockholders' equity and
cash flows as of the end of and for such Fiscal Quarter and the then elapsed
portion of the Fiscal Year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous Fiscal Year, all certified by one
(1) of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

         (c) concurrently with any delivery of financial statements under
subsection 5.01(a) or (b), a certificate, substantially in the form of Schedule
5.01(c), of a Financial Officer of the Borrower: (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
setting forth reasonably detailed calculations demonstrating compliance with
Sections 6.09 through 6.11 and (iii) stating whether any change in GAAP or in
the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying
such certificate;

         (d) concurrently with any delivery of financial statements under
subsection 5.01(a), a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

         (e) promptly after the same become publicly available, copies of all
quarterly and annual reports and proxy statements and each "8-K" report filed by
the Borrower or any Subsidiary with

                                       34
<PAGE>

the Securities and Exchange Commission, or any Governmental Authority succeeding
to any or all of the functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its stockholders
generally, as the case may be; and

         (f) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement, as
the Administrative Agent or any Lender may reasonably request.

         SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

         (a) the occurrence of any Default;

         (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower, any Subsidiary or any Affiliate thereof that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;

         (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower or any of its Subsidiaries in an aggregate amount
exceeding $3,000,000; and

         (d) any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

         SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS. The Borrower will and
will cause its Material Subsidiaries to, and except to the extent that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, will cause each of its other subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business; provided, the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution
otherwise permitted under Section 6.03.

         SECTION 5.04. PAYMENT OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same
shall become delinquent or in default, except where: (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

                                       35
<PAGE>

         SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Borrower will,
and will cause each of its Subsidiaries to: (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

         SECTION 5.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested, subject to Borrower's reasonable conditions related to
safety and confidentiality.

         SECTION 5.07. COMPLIANCE WITH LAWS. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

         SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans will be used
only for general corporate purposes of the Borrower and its Subsidiaries,
including working capital and acquisitions. No part of the proceeds of any Loan
will be used, whether directly or indirectly: (a) for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U and
X, (b) to pay dividends on Preferred Stock, (c) to finance the redemption of
Preferred Stock or (d) in violation of Section 6.04.

         SECTION 5.09. SUBSIDIARY GUARANTEES. Each Person that becomes a
Material Subsidiary and is organized under the laws of the United States, any
state thereof or the District of Columbia, will execute and deliver to the
Lenders within thirty (30) days after becoming a Material Subsidiary, a
Guarantee of payment, in a form acceptable to the Required Lenders, of all
Indebtedness of the Borrower to the Lenders pursuant to this Agreement and other
agreements and documents executed in connection herewith, along with a
secretary's certificate and an opinion of counsel to such Material Subsidiary
regarding the authorization, execution and delivery of such Guarantee, and its
enforceability, which secretary's certificate and opinion shall be satisfactory
in all respects to the Required Lenders. Notwithstanding the foregoing, the
requirements of this Section shall not apply to Genencor International Indiana,
Inc., a subsidiary organized under the laws of Indiana, so long as such
Subsidiary is not required to enter into a Guarantee under or in respect of the
Note Agreement or any of the Notes issued pursuant thereto.

         SECTION 5.10. COVENANT TO SECURE EQUALLY. If the Borrower or any of its
Subsidiaries creates or assumes any Lien upon any of its Property, whether now
owned or hereafter acquired, other than Liens permitted by the provisions of
Section 6.02 hereof (unless prior written consent to the creation or assumption
thereof shall have been obtained pursuant to Section 9.02), the Borrower will
make, or cause to be made pursuant to such agreements and

                                       36
<PAGE>

instruments as shall be approved by the Required Lenders, effective provision
whereby the Loans will be secured by such Lien equally and ratably with any and
all other Indebtedness thereby secured so long as any such other Indebtedness
shall be so secured, and the Borrower shall cause to be delivered to each of the
Required Lenders an opinion of independent counsel, which opinion shall be
satisfactory to the Required Lenders, to the effect that such agreement or
instrument equally and ratably secures the Loans and is enforceable against the
Borrower or such Subsidiary of the Borrower, as the case may be, in accordance
with its terms. Any violation of Section 6.02 hereof will constitute an Event of
Default hereunder, whether or not any such provision is made or any equitable
Lien is created pursuant to this Section 5.10.

         SECTION 5.11. PARI PASSU RANKING. The Loans shall at all times rank
pari passu, without preference or priority, with all other outstanding,
unsecured, unsubordinated obligations of the Borrower, present and future, that
have not been accorded by law preferential rights.

         SECTION 5.12. OTHER COVENANTS. If (in the reasonable opinion of the
Required Lenders) at any time and from time to time, after the date hereof, any
of the covenants (other than, solely with respect to restrictions on
Investments, the lack of any restriction on the use of loan proceeds used for
Permitted Investments), representations and warranties or events of default, or
any other material term or provision (other than any term or provision relating
to any payment terms, interest rates or penalties), contained in the Note
Agreement, or in any document, agreement or instrument from time to time entered
into by the Borrower in respect thereof, is more favorable to holders under the
Note Agreement than are the terms of this Agreement, this Agreement shall be
amended to contain each such more favorable covenant, representation and
warranty, event of default, term or provision, and the Borrower hereby agrees to
so amend this Agreement and to execute and deliver all such documents requested
by the Lenders to reflect such amendments. Prior to the execution and delivery
of such documents by the Borrower, this Agreement shall be deemed to contain
each such more favorable covenant, representation and warranty, event of
default, term or provision for purposes of determining the rights and
obligations hereunder.

                         ARTICLE VI - NEGATIVE COVENANTS

         Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full,
the Borrower covenants and agrees with the Lenders that:

         SECTION 6.01. LIMITATION ON SUBSIDIARY INDEBTEDNESS. The Borrower will
not permit any Subsidiary directly or indirectly, to, create, incur, assume or
otherwise become liable with respect to any Indebtedness or Preferred Stock
other than:

         (a) Indebtedness or Preferred Stock of any Subsidiary existing as of
the date hereof and set forth in Schedule 6.01 and extensions, renewals and
replacements of any such Indebtedness or Preferred Stock so long as:

                  (i)      the principal amount of such Indebtedness or the
         aggregate liquidation value of such Preferred Stock, as the case may
         be, shall not be increased in excess of the amount of such Indebtedness
         or restrictions applicable to such Subsidiary on account of

                                       37
<PAGE>

         such Indebtedness or Preferred Stock, outstanding immediately prior to
         such extension, renewal or replacement; and

                  (ii)     any covenants or restrictions applicable to such
         Subsidiary on account of such Indebtedness or Preferred Stock shall not
         be materially more onerous to such Subsidiary than the covenants or
         restrictions applicable to such Subsidiary on account of such
         Indebtedness or Preferred Stock prior to such extensions, renewal or
         replacement;

         (b) Subject to the limitations imposed pursuant to Section 6.04,
Indebtedness owing to, or Preferred Stock beneficially owned by, the Borrower or
a Wholly-Owned Subsidiary; and

         (c) Subject to the limitations imposed pursuant to Section 6.04,
additional Indebtedness or Preferred Stock of any such Subsidiary not otherwise
permitted under subsections 6.01(a) and (b) so long as immediately after giving
effect to the incurrence of such additional Indebtedness or the issuance of such
additional Preferred Stock and the concurrent retirement of other Indebtedness
or Preferred Stock the sum of:

                  (i)      the aggregate principal amount of all such newly
         incurred Indebtedness or the aggregate liquidation value of all such
         newly issued Preferred Stock, plus,

                  (ii)     the aggregate amount of all outstanding Indebtedness,
         and the aggregate liquidation value of all outstanding Preferred Stock,
         not permitted under subsections 6.01(a) and (b) that was previously
         incurred or issued by all such Subsidiaries (other than any such
         Indebtedness or Preferred Stock owned by the Borrower or Wholly-Owned
         Subsidiary),

shall not exceed ten percent (10%) of Consolidated Net Worth at such time.

In the event that there is any question as to whether the covenants and
restrictions referred to in Section 6.01 shall be more onerous to any Subsidiary
than the covenants and restrictions applicable to such Subsidiary prior to any
extension, renewal or replacement referred to in such paragraph, the written
determination of the Required Lenders shall be conclusive.

         SECTION 6.02. LIENS. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any of its
Property, whether now owned or hereafter acquired by it, except:

         (a) Liens outstanding on the date hereof and set forth in Schedule
6.02,

         (b) any Lien on Property that is:

                  (i)      properly classifiable in accordance with GAAP as
         "non-current," and

                  (ii)     acquired or constructed by the Borrower or any
         Subsidiary of the Borrower,

         which Lien secured Indebtedness used by the owner of such Property to
         pay for all or a portion of the related purchase price or construction
         costs of such Property, provided

                                       38
<PAGE>

                           (1)      such Lien shall not extend to or cover any
                  Property other than Property acquired or constructed after the
                  date hereof with the proceeds of the Indebtedness secured
                  thereby, and shall not secure Indebtedness other than such
                  Indebtedness;

                           (2)      such Lien shall be imposed on such Property
                  at the time of or before the acquisition or substantial
                  completion thereof, and

                           (3)      such Lien shall secure Indebtedness in an
                  amount not exceeding one hundred percent (100%) of the cost of
                  acquisition or construction of the Property to which such
                  Indebtedness relates;

         (c) (i) any Lien on any Property of a Person at the time it becomes a
         Subsidiary of the Borrower or merges with or consolidates into the
         Borrower or any Subsidiary of the Borrower, and

                  (ii)     any Lien on any Property acquired by the Borrower or
         any Subsidiary of the Borrower that was in existence at the time of
         such acquisition,

         provided, in the case of each of the foregoing subsections 6.02(c)(i)
         and (c)(ii):

                           (1)      such Lien shall not extend to or cover any
                  Property other than the Property subject to such Lien at the
                  time of such transaction, and shall not secure Indebtedness
                  other than the Indebtedness outstanding at the time of such
                  transaction,

                           (2)      the aggregate amount of Indebtedness secured
                  by Liens on such Property shall not exceed an amount equal to
                  one hundred percent (100%) of the cost of acquisition of such
                  Property measured at the time of such transaction, and

                           (3)      such Lien shall not have been created in
                  contemplation of any such transaction, and shall not have been
                  created by the Borrower or a Subsidiary of the Borrower;

         (d) Liens for Taxes not yet due or that are being actively contested in
good faith by appropriate proceedings;

         (e) Liens incurred or deposits made in the ordinary course of business,

                  (i)      in connection with workmen's compensation,
         unemployment insurance, social security and other like laws,

                  (ii)     to secure the performance of letters of credit, bids,
         tenders, sales contracts, surety and performance bonds (of a type other
         than set forth in subsection 6.02(d)) and other similar obligations not
         incurred in connection with the borrowing of money, the obtaining of
         advances or the payment of the deferred purchase price of Property, and

                                       39
<PAGE>

                  (iii)    in respect of leases, statutory obligations or claims
         or demands of materialmen, mechanics, carriers, warehousemen, landlords
         and other like Persons; provided

                           (1)      the obligations secured by such Liens shall
                  not be due and payable or, if due and payable, shall be
                  actively contested in good faith by appropriate proceedings,

                           (2)      such obligations shall not have arisen in
                  connection with the borrowing of money, the obtaining of
                  advances or the payment of the deferred purchase price of
                  Property, and

                           (3)      such Liens in the aggregate could not
                  reasonably be expected to have a Material Adverse Effect;

         (f) Liens, arising in connection with court proceedings,

                  (i)      in the nature of attachments, remedies and judgments,
         provided the execution or other enforcement of such Liens is
         effectively stayed and the claims secured thereby are being actively
         contested in good faith and by appropriate proceedings and provided
         further the aggregate amount so secured, together with the aggregate
         amount secured pursuant to subsection 6.02(f)(ii), shall not at any
         time exceed three million dollars ($3,000,000), and

                  (ii)     securing appeal bonds, supersedeas bonds and other
         similar Liens arising in connection with court proceedings (including,
         without limitation, surety bonds and letters of credit) or any other
         instrument serving a similar purpose, provided the aggregate amount so
         secured, together with the aggregate amount secured pursuant to
         subsection 6.02(f)(i), shall not at any time exceed three million
         dollars ($3,000,000);

         (g) Liens on Property of a Subsidiary of the Borrower to secure
obligations of such Subsidiary to the Borrower or another Subsidiary of the
Borrower;

         (h) reservations, exceptions, encroachments, easements, rights-of-way,
covenants, conditions, restrictions and other similar title exceptions or
encumbrances affecting real property, provided they do not in the aggregate
materially detract from the value of such real property or materially interfere
with their use in the ordinary conduct of the owning Person's business; and

         (i) any Lien permitted by subsections 6.02(a) through (h) securing
Indebtedness that is being renewed, extended or refunded, provided such Lien is
not extended to any other Property at the time of such renewal, extension or
refunding and that the principal amount of such Indebtedness so secured is not
to be increased in excess of the principal amount outstanding at the time of
such renewal, extension or refunding.

         SECTION 6.03. FUNDAMENTAL CHANGES.

         (a) The Borrower will not, and will not permit any of its Subsidiaries
to, merge or consolidate with or into any other Person, or convey, transfer,
spin-off or lease all or

                                       40
<PAGE>

substantially all of its assets in a single transaction or series of
transactions to any Person, except that:

                  (i)      any such Subsidiary may

                           (1)      merge or consolidate with or into, or
                  convey, transfer or spin-off all or substantially all of its
                  assets to, the Borrower (whether as part of a liquidation or
                  dissolution or otherwise), provided that the Borrower is the
                  continuing or surviving corporation, or

                           (2)      convey, transfer or spin-off all or
                  substantially all of its assets (whether as part of a
                  liquidation or dissolution or otherwise) in compliance with
                  the provisions of Section 6.16 hereof;

                  (ii)     any such Subsidiary may merge or consolidate with or
         into, or convey, transfer or spin-off all or substantially all of its
         assets to another Subsidiary of the Borrower (whether as part of a
         liquidation or dissolution or otherwise), provided that immediately
         after giving effect to such transaction, the Borrower, directly or
         indirectly, retains at least the same ownership interest in the
         surviving or transferee Subsidiary as it had in the other Subsidiary
         immediately prior to such transaction, and

                  (iii)    the Borrower may merge or consolidate with or into,
         or convey, transfer or spin-off all or substantially all of its assets
         to, any other solvent corporation, provided

                           (1)      the successor formed by such consolidation
                  or the survivor of such merger or the Person that acquires by
                  conveyance, transfer or spin-off all or substantially all of
                  the assets of the Borrower as an entirety, as the case may be
                  (the "SUCCESSOR CORPORATION"), shall be a solvent corporation
                  organized and existing under the laws of the United States of
                  America, any state thereof or the District of Columbia,

                           (2)      if the Borrower is not the Successor
                  Corporation, such corporation shall have executed and
                  delivered to the Lenders its assumption of the due and
                  punctual performance and observance of each covenant and
                  condition of this Agreement (pursuant to such agreements and
                  instruments as shall be reasonably satisfactory to each
                  Lender), and the Borrower shall have caused to be delivered to
                  the Lenders an opinion, in form and substance satisfactory to
                  the Lenders, of independent counsel reasonably satisfactory to
                  the Lenders, to the effect that all agreements or instruments
                  effecting such assumption are enforceable in accordance with
                  their terms and comply with the terms hereof, and

                           (3)      immediately prior to, and immediately after
                  giving effect to, such transaction, no Event of Default would
                  exist.

No such conveyance, transfer or spin-off of all or substantially all of the
Property of the Borrower shall have the effect of releasing the Borrower or any
Successor Corporation from its liability under this Agreement.

                                       41
<PAGE>

         (b) The Borrower will not, and will not permit any of its Subsidiaries
to, engage to any material extent in any business other than businesses of the
type conducted, collectively, by the Borrower and its Subsidiaries on the date
of this Agreement and businesses reasonably related thereto.

         SECTION 6.04. PERMITTED INVESTMENTS. The Borrower will not, nor will it
permit any of its Subsidiaries to, make any Investment other than a Permitted
Investment.

         SECTION 6.05. HEDGING AGREEMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

         SECTION 6.06. RESTRICTED PAYMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, declare, make, set
apart any funds or other Property for, or incur any liability to make, any
Restricted Payments, unless immediately after giving effect to such action, no
Default or Event of Default would exist, including, without limitation, an Event
of Default arising from a failure to comply with Section 6.01 or Section 6.11 of
this Agreement.

         SECTION 6.07. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except: (a) in the ordinary course of business at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm's-length basis from unrelated third parties, (b)
transactions between or among the Borrower and its Subsidiaries not involving
any other Affiliate and transactions otherwise permitted pursuant to this
Agreement and (c) any Restricted Payment permitted by Section 6.06.

         SECTION 6.08. RESTRICTIVE AGREEMENTS. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon: (a) the ability of the Borrower or any Subsidiary
to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans,
advances or other Indebtedness or Investments in or to the Borrower or any other
Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary,
or (c) to otherwise make Transfers to Borrower or any other Subsidiary;
provided: (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule
6.08 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is to be sold
and such sale is permitted hereunder, (iv) subsection (a) of the foregoing shall
not apply to restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or

                                       42
<PAGE>


conditions apply only to the property or assets securing such Indebtedness and
(v) subsections (a) and (c) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

         SECTION 6.09. CONSOLIDATED INDEBTEDNESS TO TOTAL CAPITALIZATION. The
Borrower will not permit its Consolidated Indebtedness to be more than fifty
five percent (55%) of its Total Capitalization at the end of any Fiscal Quarter.

         SECTION 6.10. INTEREST COVERAGE. The Borrower shall not permit the
ratio of EBITDA for any period of four (4) consecutive Fiscal Quarters to
Consolidated Interest Expense for such period to be less than 3.50 to 1.0.

         SECTION 6.11. DEBT/EBITDA. The Borrower shall not permit the ratio of
Consolidated Indebtedness, determined as of the end of any Fiscal Quarter to
EBITDA for the period of four (4) consecutive Fiscal Quarters ending with such
Fiscal Quarter to be greater than 3.50 to 1.0.

         SECTION 6.12. INTENTIONALLY OMITTED.

         SECTION 6.13. INTENTIONALLY OMITTED.

         SECTION 6.14. INTENTIONALLY OMITTED.

         SECTION 6.15. SALE OR DISCOUNT OF RECEIVABLES. The Borrower will not,
nor will it permit any of its Subsidiaries to, discount or sell with recourse,
or sell for less than the greater of the face value or Fair Market Value
thereof, any of its notes receivable or accounts receivable.

         SECTION 6.16. SALE OF ASSETS.

         (a) The Borrower will not, and will not permit any of its Subsidiaries
to, make any Transfer; provided the foregoing restriction does not apply to a
Transfer if:

                  (i)      the Property that is the subject of such Transfer
         constitutes either (1) inventory held for sale, or (2) equipment,
         fixtures, supplies or materials no longer required in the operation of
         the business of the Borrower or such Subsidiary or that is obsolete,
         and, in the case of any Transfer described in subsection (1) or (2),
         such Transfer is in the ordinary course of business (an "ORDINARY
         COURSE TRANSFER");

                  (ii)     either

                           (1)      such Transfer is from a Subsidiary of the
                  Borrower to the Borrower or to any other Subsidiary of the
                  Borrower and immediately after giving effect to such Transfer,
                  the Borrower, directly or indirectly, retains at least the
                  same ownership interest in the transferee Subsidiary as it had
                  in the transferor Subsidiary immediately prior to such
                  Transfer or,

                                       43
<PAGE>

                           (2)      such Transfer is from the Borrower to a
                  Wholly-Owned Subsidiary of the Borrower (each such Transfer
                  described in subsection (1) and (2), an "INTERGROUP
                  TRANSFER");

                  (iii)    such Transfer is otherwise permitted under Section
         6.03 hereof (a "PERMITTED TRANSFER"); or

                  (iv)     such Transfer is not an Ordinary Course Transfer, an
         Intergroup Transfer or a Permitted Transfer (such transfers
         collectively referred to as "EXCLUDED TRANSFERS"), and all of the
         following conditions shall have been satisfied with respect thereto:

                           (1)      such Transfer does not involve a Substantial
         Portion of the Property of the Borrower and its Subsidiaries,

                           (2)      in the good faith opinion of the Borrower,
         such Transfer is in exchange for consideration with a Fair Market Value
         at least equal to that of the Property exchanged, and

                           (3)      immediately before and after giving effect
         to such transaction no Event of Default exists or would exist.

         (b) Indebtedness Prepayment Transfers and Reinvested Transfers.

                  (i)      Notwithstanding the provisions of subsection 6.16(a),
         the determination of whether a Transfer involves a Substantial Portion
         of the Property of the Borrower and its Subsidiaries, as provided in
         subsection 6.16(a)(iv)(1) hereof, shall be made by

                           (1)      deducting from the Disposition Value of the
                  Property subject to such Transfer the same proportion of the
                  Disposition Value attributable to such Property as shall be
                  equal to the proportion of the Net Proceeds (the "DESIGNATED
                  PORTION") to be applied to either:

                                    (A)      the prepayment of the obligations
                           due under this Agreement or other Senior Indebtedness
                           (a "PREPAYMENT TRANSFER") in accordance with the
                           respective outstanding principal amount thereof,
                           within one hundred eighty (180) days before or after
                           the consummation of such Transfer, or

                                    (B)      the acquisition, within one hundred
                           eighty (180) days before or after the consummation of
                           such Transfer, of Property (including the capital
                           stock of corporations that, upon such acquisition,
                           become Subsidiaries of the Borrower) to be utilized
                           in the business of the Borrower and its Subsidiaries
                           (a "REINVESTED TRANSFER"),

in each case, as specified in the written notice referred to in subsection
6.16(d).

                                       44
<PAGE>

         (c) If, notwithstanding the immediately preceding clause (b)(i), the
Borrower shall fail to apply the entire amount of the Designated Portion as
specified in such written notice given in accordance with subsection 6.16(d)
within the period stated in subsection 6.16(b)(i)(1), the computation of whether
such Transfer involved a Substantial Portion of the Property of the Borrower and
its Subsidiaries shall be recomputed, as of the date of such Transfer, by
deducting from the Disposition Value of the Property subject to such Transfer
only the same proportion of such Disposition Value as shall be equal to the
proportion of the Net Proceeds attributable to such Property actually applied to
either a Prepayment Transfer or a Reinvested Transfer within such period. If,
upon the recomputation provided for in the preceding sentence, such Transfer
involved a Substantial Portion of the Property of the Borrower and its
Subsidiaries, an Event of Default shall be deemed to have existed as of the
expiration of such period.

         (d) The Borrower shall give written notice to each Lender at least ten
(10) days prior to the consummation of any Transfer if such Transfer would
violate the provisions of subsection 6.16(a), but for the application of
subsection 6.16(a)(iv), which notice shall:

                  (i)      specify the anticipated consummation date of such
         Transfer;

                  (ii)     set forth the Disposition Value of the Property
         subject to the Transfer and an estimate of the Net Proceeds to be
         received for such Property upon the Transfer thereof; and

                  (iii)    state the portion of the estimated Net Proceeds to be
         applied to either or both of a Reinvested Transfer or a Prepayment
         Transfer.

In addition, the Borrower shall give written notice to each Lender not more than
ten (10) days after the expiration of the period of one hundred eighty (180)
days referred to in subsection 6.16(b)(i)(1).

                  (iv)     specifying the portion of such Net Proceeds actually
         applied to a Reinvested Transfer or a Prepayment Transfer,

                  (v)      describing in reasonable detail the Property acquired
         with such Reinvested Transfer or the Senior Indebtedness paid as a
         result of such Prepayment Transfer, and

                  (vi)     setting forth, in reasonable detail, any computation
         required by subsection 6.16(b)(i).

                        ARTICLE VII - EVENTS OF DEFAULT

         If any of the following events ("EVENTS OF DEFAULT") shall occur:

         (a) the Borrower shall fail to pay any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment thereof or otherwise;

         (b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in subsection (a)) payable
under this Agreement, when and as

                                       45
<PAGE>

the same shall become due and payable, and such failure shall continue
unremedied for a period of five (5) days;

         (c) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement or any
amendment or modification hereof or waiver hereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement or any amendment or modification hereof or waiver
hereunder, shall prove to have been incorrect when made or deemed made;

         (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrower's existence) or 5.08 or in Article VI;

         (e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in subsection (a), (b) or (d) of this Article), and such failure shall continue
unremedied for a period of thirty (30) days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of any Lender);

         (f) the Borrower or any Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable;

         (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasances thereof, prior to its
scheduled maturity; provided this subsection (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness;

         (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking: (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for
sixty (60) days or an order or decree approving or ordering any of the foregoing
shall be entered;

         (i) the Borrower or any Subsidiary shall: (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in subsection (h) of this Article, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or any Subsidiary or for a substantial part
of its assets, (iv) file an answer admitting the material

                                       46
<PAGE>

allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

         (j) the Borrower or any Subsidiary shall become unable, admit in
writing its inability or fail generally to pay its debts as they become due;

         (k) one (1) or more judgments for the payment of money in an aggregate
amount in excess of $3,000,000 (using the Exchange Rate to compute amounts in
currencies other than dollars) shall be rendered against the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for
a period of thirty (30) consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or any Subsidiary to enforce
any such judgment;

         (l) an ERISA Event shall have occurred that, in the opinion of the
Lenders, when taken together with all other ERISA Events that have occurred,
could reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $3,000,000;

         (m) a Change in Control shall occur; or

         (n) the occurrence and continuance of an "Event of Default" as such
term is defined in the Note Agreement while such Note Agreement is in effect.

then, and in every such event (other than an event with respect to the Borrower
described in subsection (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in subsection (h) or (i), of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                     ARTICLE VIII - THE ADMINISTRATIVE AGENT

         Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

                                       47
<PAGE>

         The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing: (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

         The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one (1) or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related

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<PAGE>

Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

         Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

         Notwithstanding any provision to the contrary contained elsewhere
herein or in any other any of the other documents or agreements executed or
delivered in connection herewith, no Person designated as the Advisor, Book
Manager and Lead Arranger (including, without limitation, ABN AMRO Inc.) with
respect hereto or the credit facilities contemplated hereby shall have any
duties or responsibilities, nor shall any such Person have or be deemed to have
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any other any of the other documents or agreements executed
or delivered in connection herewith or otherwise exist against any such Person.

                           ARTICLE IX - MISCELLANEOUS

         SECTION 9.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for

                                       49
<PAGE>

herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

         (a) if to the Borrower, to it at 200 Meridian Centre Boulevard,
Rochester, New York 14618, Attention of Andrew Ashworth, Vice President and
Treasurer (facsimile number: 585.256.5287);

         (b) if to the Administrative Agent, to it at the addresses set forth on
Schedule 9.01(b);

         (c) if to any other Lender, to it at its address (or telecopy number)
set forth on the signature pages hereto or, if applicable, in its Administrative
Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

         SECTION 9.02. WAIVERS; AMENDMENTS.

         (a) No failure or delay by the Administrative Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by subsection 9.02(b), and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, or any Lender may have had
notice or knowledge of such Default at the time.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided no such
agreement shall: (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the scheduled
date of payment of the principal amount of any Loan, or any interest thereon, or
any fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change subsection
2.15(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section or the definition of "Required Lenders" or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each

                                       50
<PAGE>

Lender, (vi) waive or release any Guarantee of Indebtedness of Borrower to the
Lenders, without the written consent of each Lender or (vii) amend the
provisions of subsection 9.04(h) except as provided therein without the consent
of each Lender; provided, further, no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, hereunder
without the prior written consent of the Administrative Agent.

         SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.

         (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses incurred by the Administrative Agent, or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.

         (b) The Borrower shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "INDEMNITEE") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of: (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses resulted from the gross negligence or willful
misconduct of such Indemnitee or his, her or its Related Parties.

         (c) To the extent that the Borrower fails to pay any amount required to
be paid by it to the Administrative Agent under subsection 9.03(a) or (b), each
Lender severally agrees to pay to the Administrative Agent, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, in its capacity as such.

                                       51
<PAGE>

         (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

         (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

         SECTION 9.04. SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided (i) except in
the case of an assignment to a Lender or an Affiliate of a Lender, each of the
Borrower and the Administrative Agent must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender's Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided, further, any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default under
Article VII has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to subsection 9.04(d), from and after the effective date
specified in each Assignment and Acceptance the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this

                                       52
<PAGE>

Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection 9.04(e).

         (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one (1) of its offices in New York, New York or
Chicago, Illinois a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "REGISTER"). The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

         (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in subsection 9.04(b)
and any written consent to such assignment required by subsection 9.04(b), the
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

         (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided: (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to subsection 9.04(f), the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection 9.04(b). To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.15(c) as though it were a
Lender.

         (f) A Participant shall not be entitled to receive any greater payment
under Section 2.12 or 2.14 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is

                                       53
<PAGE>

made with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.14 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.14(e) as though it were a Lender.

         (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

         (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "GRANTING LENDER") may grant to special purpose funding vehicles (each
an "SPC") of such Granting Lender, identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Borrower, the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided: (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Granting Lender shall be obligated to make such Loan pursuant
to the terms hereof, and (iii) except as expressly set forth herein, the rights
of any such SPC shall be derivative of the rights of the Granting Lender, and
each SPC shall be subject to all of the restrictions upon the Granting Lender
herein contained. Each SPC shall be conclusively presumed to have made
arrangements with its Granting Lender for the exercise by the Granting Lender of
voting and other rights hereunder in a manner which is acceptable to the SPC,
and the Administrative Agent, the Lenders and the Borrower and each other party
shall be entitled to rely upon and deal solely with the Granting Lender with
respect to Loans made by or through its SPC and with respect to all other
matters related to this Agreement. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by the Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the related
Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other Person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States of
America or any state thereof. In addition, notwithstanding anything to the
contrary contained in this Section 9.04, each SPC may, at any time, without
regard to the requirements of Section 9.04(b): (i) with notice to, but without
the prior written consent of, the Borrower or the Administrative Agent, and
without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to its Granting Lender (or to any other SPC of such
Granting Lender) or to any financial institutions (consented to by the Borrower
and the Administrative Agent) providing liquidity and/or credit support to or
for the account of such SPC to support the funding or maintenance of Loans made
by such SPC (but nothing contained herein shall be construed in derogation of
the obligation of the Granting Lender to make Loans), and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency,

                                       54
<PAGE>

commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. This subsection 9.04(h) may not be amended
without the written consent of all SPC's then designated to the Administrative
Agent in accordance with the foregoing provisions of this Section.

         SECTION 9.05. SURVIVAL. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

         SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy or electronic mail shall be effective as delivery
of a manually executed counterpart of this Agreement.

         SECTION 9.07. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand

                                       55
<PAGE>

under this Agreement and although such obligations may be unmatured. The rights
of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

         SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

         (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York applicable to contracts made and to be
performed in such state, without regard to conflict of laws principles.

         (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in Monroe County and of the United States
District Court of the Western District of New York, sitting in Rochester, New
York and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, 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 such New York State or, to the 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 the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

         (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which 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 in any court referred to in
subsection 9.09(b). 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.

         (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                                       56
<PAGE>

         SECTION 9.11. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

         SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the written consent of the
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "INFORMATION" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided, in the case of information received from
the Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

         Notwithstanding anything herein to the contrary, the information
subject to this Section 9.12 shall not include, and the Administrative Agent and
each Lender may disclose without limitation of any kind, any information with
respect to the "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated herein or in any of the other documents or agreements executed or
delivered in connection herewith and all materials of any kind (including
opinions or other tax analyses) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure (it being
understood that this authorization is retroactively effective to the
commencement of the first discussions between or among any of the parties
regarding the transactions contemplated hereby or by any of the other documents
or agreements executed or delivered in connection herewith); provided, with
respect to any document or similar item that in either case contains information
concerning the "tax treatment" or "tax structure" of the transactions as well as
other information, this sentence shall only apply to such portions of the
document or similar item that relate to the "tax treatment" or "tax structure"
of the transactions contemplated herein or in any of the other documents or
agreements executed or delivered in connection herewith.

                                       57
<PAGE>

         SECTION 9.13. INTEREST RATE LIMITATION. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "CHARGES"), shall exceed the
maximum lawful rate (the "MAXIMUM RATE") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

         SECTION 9.14. JUDGMENT CURRENCY.

         (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one (1) currency into another
currency, each party hereto agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction, the
first currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.

         (b) The obligation of any Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "APPLICABLE
CREDITOR") shall, notwithstanding any judgment in a currency (the "JUDGMENT
CURRENCY") other than the currency in which such sum is stated to be due
hereunder (the "AGREEMENT CURRENCY"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section shall survive the termination of this Agreement and
the payment of all other amounts owing hereunder.

                 - Remainder of Page Intentionally Left Blank -
                            [Signature Pages Follow]

                                       58
<PAGE>

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

BORROWER:                                GENENCOR INTERNATIONAL, INC., a
                                         Delaware corporation

                                         By:    Raymond J. Land
                                                ------------------------------
                                         Name:  Raymond J. Land
                                         Title: Sr. V.P., Chief Financial
                                                Officer

ADMINISTRATIVE AGENT AND LENDER:         ABN AMRO BANK, N.V., as Administrative
                                         Agent and as a Lender

                                         By:    Alexander M. Blodi
                                                ------------------------------
                                         Name:  Alexander M. Blodi
                                         Title: Director

                                         By:    Nancy W. Lanzoni
                                                ------------------------------
                                         Name:  Nancy W. Lanzoni
                                         Title: Director

ADVISOR, BOOK MANAGER AND                ABN AMRO INC., as Advisor, Book Manager
LEAD ARRANGER:                           and Lead Arranger

                                         By:    Alexander M. Blodi
                                                ------------------------------
                                         Name:  Alexander M. Blodi
                                         Title: Director

                                         By:    Mary W. Lanzoni
                                                ------------------------------
                                         Name:  Mary W. Lanzoni
                                         Title: Director

<PAGE>

OTHER LENDERS:                           WELLS FARGO BANK, N.A.

                                         By:    Jillian Richardson
                                                ------------------------------
                                         Name:  Jillian Richardson
                                         Title: Vice President

                                         JP MORGAN CHASE BANK

                                         By:    Scott Rose
                                                ------------------------------
                                         Name:  Scott Rose
                                         Title: Vice President