<PAGE>
================================================================================



                                CREDIT AGREEMENT

                                      among

                         WATERS CORPORATION, as Borrower


                                       AND

                    CITIZENS BANK OF MASSACHUSETTS, as Lender


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

                            Dated as of May 28, 2004

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










================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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SECTION 1.          Amount and Terms of Credit..............................     1

         1.01.      The Commitment..........................................     1
         1.02.      Minimum Amount of Each Borrowing........................     1
         1.03.      Notice of Borrowing.....................................     1
         1.04.      Reserved................................................     2
         1.05.      Notes...................................................     2
         1.06.      Conversions.............................................     3
         1.07.      Reserved................................................     3
         1.08.      Interest................................................     3
         1.09.      Interest Periods........................................     4
         1.10.      Increased Costs, Illegality, etc........................     5
         1.11.      Compensation............................................     7
         1.12.      Change of Lending Office................................     7
         1.13.      Reserved................................................     7

SECTION 2.          Reserved................................................     7


SECTION 3.          Commitment Commission; Fees; Reductions of Commitment...     7

         3.01.      Fees....................................................     7
         3.02.      Optional Commitment Reductions..........................     8
         3.03.      Mandatory Reduction of Commitment.......................     8

SECTION 4.          Prepayments; Payments; Taxes............................     8

         4.01.      Voluntary Prepayments...................................     8
         4.02.      Mandatory Repayments and Cash Collateralizations........     8
         4.03.      Method and Place of Payment.............................     9
         4.04.      Net Payments............................................     9

SECTION 5.          Conditions Precedent to the Closing Date................    11

         5.01.      Execution of Agreement; Notes...........................    11
         5.02.      Officer's Certificate...................................    11
         5.03.      Opinions of Counsel.....................................    11
         5.04.      Corporate Documents; Proceedings; etc...................    11
         5.05.      Pro-Forma Covenant Compliance Certificate...............    11
         5.06.      Guaranties..............................................    12
         5.07.      Adverse Change; Governmental Approvals; etc.............    12
         5.08.      Litigation..............................................    12
         5.09.      Financial Statements....................................    12
         5.10.      Fees, etc...............................................    12

SECTION 6.          Conditions Precedent to All Credit Events...............    12

         6.01.      Closing Date............................................    12
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                                TABLE OF CONTENTS
                                   (continued)




<TABLE>
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         6.02.      No Default; Representations and Warranties..............    12
         6.03.      Notice of Borrowing; Letter of Credit Request...........    13

SECTION 7.          Representations, Warranties and Agreements..............    13

         7.01.      Corporate Status........................................    13
         7.02.      Corporate Power and Authority...........................    13
         7.03.      No Violation............................................    14
         7.04.      Governmental Approvals..................................    14
         7.05.      Financial Statements; Financial Condition;
                     Undisclosed Liabilities Projections; etc...............    14
         7.06.      Litigation..............................................    15
         7.07.      True and Complete Disclosure............................    15
         7.08.      Use of Proceeds; Margin Regulations.....................    15
         7.09.      Tax Returns and Payments................................    15
         7.10.      Compliance with ERISA...................................    15
         7.11.      Properties..............................................    16
         7.12.      Subsidiaries............................................    16
         7.13.      Compliance with Statutes, etc...........................    16
         7.14.      Investment Company Act..................................    17
         7.15.      Public Utility Holding Company Act......................    17
         7.16.      Environmental Matters...................................    17
         7.17.      Labor Relations.........................................    17
         7.18.      Patents; Licenses; Franchises and Formulas..............    17

SECTION 8.          Affirmative Covenants...................................    17

         8.01.      Information Covenants...................................    18
         8.02.      Books, Records and Inspections..........................    19
         8.03.      Maintenance of Insurance................................    19
         8.04.      Corporate Franchises....................................    19
         8.05.      Compliance with Statutes, etc...........................    20
         8.06.      ERISA...................................................    20
         8.07.      End of Fiscal Years; Fiscal Quarters....................    21
         8.08.      Payment of Taxes........................................    21
         8.09.      Additional Subsidiary Guarantors........................    21

SECTION 9.          Negative Covenants......................................    21

         9.01.      Liens...................................................    21
         9.02.      Fundamental Changes.....................................    24
         9.03.      Asset Dispositions, Liquidation and Dissolution.........    24
         9.04.      Indebtedness............................................    24
         9.05.      Advances, Investments and Loans.........................    26
         9.06.      Transactions with Affiliates............................    28
         9.07.      Consolidated Leverage Ratio.............................    29
</TABLE>


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                                TABLE OF CONTENTS
                                   (continued)




<TABLE>
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         9.08.      Minimum Interest Coverage Ratio.........................    29
         9.09.      Material Subsidiaries...................................    29
         9.10.      Business................................................    29
         9.11.      Limitation on Certain Restrictions on Subsidiaries......    29
         9.12.      Limitation on Issuance of Capital Stock.................    30
         9.13.      Special Provisions Relating to Waters Finance III.......    30

SECTION 10.         Events of Default.......................................    30

         10.01.     Payments................................................    30
         10.02.     Representations, etc....................................    30
         10.03.     Covenants...............................................    30
         10.04.     Default Under Other Agreements..........................    31
         10.05.     Bankruptcy, etc.........................................    31
         10.06.     ERISA...................................................    31
         10.07.     Subsidiaries Guaranty...................................    32
         10.08.     Judgments...............................................    32
         10.09.     Change of Control.......................................    32

SECTION 11.         Definitions and Accounting Terms........................    33

         11.01.     Defined Terms...........................................    33

SECTION 12.         Reserved................................................    46


SECTION 13.         Miscellaneous...........................................    46

         13.01.     Payment of Expenses, etc................................    46
         13.02.     Right of Setoff.........................................    47
         13.03.     Notices.................................................    47
         13.04.     Benefit of Agreement....................................    47
         13.05.     No Waiver; Remedies Cumulative..........................    49
         13.06.     Reserved................................................    49
         13.07.     Calculations; Computations..............................    49
         13.08.     GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE
                     WAIVER OF JURY TRIAL...................................    49
         13.09.     Counterparts............................................    50
         13.10.     Effectiveness...........................................    50
         13.11.     Headings Descriptive....................................    51
         13.12.     Amendment or Waiver; etc................................    51
         13.13.     Survival................................................    51
         13.14.     Domicile of Loans.......................................    51
         13.15.     Confidentiality.........................................    51
         13.16.     Register................................................    52
         13.17.     Judgment Currency.......................................    53
</TABLE>


                                      iii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


                                                                            Page

                                    SCHEDULES

Schedule I - Financial Institutions

Schedule II - Address of Lender

Schedule IV - Organizational Chart

Schedule V - Liens

Schedule VI - Indebtedness

Schedule VII - Investments

Schedule VIII - Material Subsidiaries





                                    Exhibits

Exhibit A-1 - Form of Notice of Borrowing

Exhibit A-2 -  Notice of Conversion/Continuation

Exhibit B-1 - Form of Revolving Note

Exhibit D - Form of Section 4.04(b)(ii) Certificate

Exhibit E - Copy of Bingham McCutchen Opinion dated December 17, 2003

Exhibit F-1 - Officer's Certificate

Exhibit F-2 - Covenant Compliance Certificate

Exhibit G - Subsidiaries Guaranty

Exhibit H - Form of Assignment and Assumption Agreement



                                       iv
<PAGE>
            CREDIT AGREEMENT, dated as of May 28, 2004, among WATERS
CORPORATION, a Delaware corporation (the "Borrower"), and CITIZENS BANK OF
MASSACHUSETTS (the "Lender") (all capitalized terms used herein and defined in
Section 11 are used herein as therein defined).

                              W I T N E S S E T H:

            WHEREAS, the Borrower has requested, and the Lender has agreed,
subject to the terms and conditions set forth below, that the Lender make
certain revolving credit loans to or for the benefit of the Borrower;

            NOW, THEREFORE, the Borrower and the Lender agree as follows:

            SECTION 1. Amount and Terms of Credit.


            1.01. The Commitment. subject to and upon the terms and conditions
set forth herein, the Lender agrees to make, at any time and from time to time
on and after the Closing Date and prior to the Maturity Date, one or more
revolving loans (collectively the "Revolving Loans" and each a "Revolving Loan")
to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii)
shall, at the option of the Borrower, be incurred and maintained as, and/or
converted into, Base Rate Loans or Eurodollar Loans, provided that except as
otherwise specifically provided in Section 1.10(b), all Revolving Loans
comprising the same Borrowing shall at all times be of the same Type, (iii) may
be repaid and reborrowed in accordance with the provisions hereof, and (iv)
shall not exceed $25,000,000 at any time outstanding. Subject to the foregoing
and the other terms and conditions set forth herein, the Lender may make
Revolving Loans by credit of funds to the one or more operating account(s)
maintained by the Borrower.

            1.02. Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Loans shall be not less than $1,000,000. More than
one Borrowing may occur on the same date, but at no time shall there be
outstanding more than eight Borrowings of Eurodollar Loans.

            1.03. Notice of Borrowing. (a) Whenever the Borrower desires to
incur Loans hereunder, an Authorized Representative of the Borrower shall give
the Lender at the Notice Office at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of each Base Rate Loan and
at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Eurodollar Loan to be made hereunder,
provided that any such notice shall be deemed to have been given on a certain
day only if given before 11:00 A.M. (Boston time) on such day. Each such written
notice or written confirmation of telephonic notice (each a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
irrevocable and shall be given by an Authorized Representative of the Borrower
in the form of Exhibit A-1, appropriately completed to specify (i) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing, (ii) the
date of such Borrowing (which shall be a Business Day), and (iii) whether the
Loans being made pursuant to such Borrowing are to be initially maintained as
Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial
Interest Period to be applicable thereto.

            (b) Reserved.
<PAGE>
            (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing, conversion or
prepayment of Loans, the Lender, may act without liability upon the basis of
telephonic notice of such Borrowing, conversion or prepayment, believed by the
Lender, in good faith to be from an Authorized Representative of the Borrower
prior to receipt of written confirmation. In each such case, the Borrower hereby
waives the right to dispute the Lender's record of the terms of such telephonic
notice of such Borrowing, conversion or prepayment.

            1.04. Reserved.

            1.05. Notes. (a) Subject to the provisions of Section 1.05(f), the
Borrower's obligation to pay the principal of, and interest on, the Loans made
by Lender shall be evidenced in the Register maintained by Lender pursuant to
Section 13.16 and shall, if requested by Lender, also be evidenced by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-1, with blanks appropriately completed in conformity herewith
(a "Revolving Note").

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

            (c) Reserved.

            (d) Reserved.

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

            (f) Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, the Note shall only be delivered to Lender in the
event Lender specifically requests the delivery of such Note. No failure of
Lender to request or obtain a Note evidencing its Loans to the Borrower shall
affect or in any manner impair the obligations of the Borrower to pay the Loans
(and all related Obligations) which would otherwise be evidenced thereby in
accordance with the requirements of this Agreement, and shall not in any way
affect the guaranties therefor provided pursuant to the various Credit
Documents. If Lender does not have a Note evidencing its outstanding Loans it
shall in no event be required to make the notations


                                       2
<PAGE>
otherwise described in preceding clause (e) of this Section 1.05. At any time
when any Lender requests the delivery of a Note to evidence any of its Loans,
the Borrower shall promptly execute and deliver to the Lender the requested Note
in the appropriate amount or amounts to evidence such Loans.

            1.06. Conversions. The Borrower shall have the option to convert, on
any Business Day, all or a portion equal to at least the applicable Minimum
Borrowing Amount of the outstanding principal amount of the Loans into a
Borrowing or Borrowings of another Type of Loan, provided that (i) except as
otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable thereto
and no partial conversion of Eurodollar Loans shall reduce the outstanding
principal amount of such Eurodollar Loans made pursuant to a single Borrowing to
less than the Minimum Borrowing Amount applicable thereto, (ii) unless the
Lender otherwise agrees, Base Rate Loans may only be converted into Eurodollar
Loans if no Default or Event of Default is in existence on the date of the
conversion, (iii) no conversion pursuant to this Section 1.06 shall result in a
greater number of Borrowings of Eurodollar Loans than is permitted under Section
1.02. Each such conversion shall be effected by the Borrower by giving the
Lender at the Notice Office prior to 12:00 Noon (Boston time) at least three
Business Days' prior notice (each a "Notice of Conversion/Continuation") in the
form of Exhibit A-2, appropriately completed to specify the Loans to be so
converted, the Borrowing or Borrowings pursuant to which such Loans were made
and, if to be converted into Eurodollar Loans, the Interest Period to be
initially applicable thereto.

            1.07. Reserved.

            1.08. Interest. (a) The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date the proceeds
thereof are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Base Rate Loan or (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall be equal to the sum of the Applicable Margin
plus the Base Rate in effect from time to time.

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

            (c) Overdue principal and interest in respect of each Loan shall, in
each case, bear interest at a rate per annum equal to the greater of (x) the
rate which is 2% in excess of the rate then borne by such Loans and (y) the rate
which is 2% in excess of the rate otherwise applicable to Base Rate Loans from
time to time, and all other overdue amounts payable hereunder and under any
other Credit Document shall bear interest at a rate per annum equal to the rate
which is 2% in excess of the rate applicable to Base Rate Loans from time to
time. Interest which accrues under this Section 1.08(c) shall be payable by the
Borrower on demand.


                                       3
<PAGE>
            (d) Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan (x) quarterly in arrears on each Quarterly
Payment Date, (y) in the case of a repayment in full of all outstanding Base
Rate Loans, on the date of such repayment or prepayment, and (z) at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand, and
(ii) in respect of each Eurodollar Loan (x) on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (y) on any repayment or prepayment (on the
amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

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

            1.09. Interest Periods. At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
having an Authorized Representative of the Borrower give the Lender notice
thereof, the interest period (each an "Interest Period") applicable to such
Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be
a one, two, three, six or twelve-month period, provided that:

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

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

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

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

            (v) unless the Lender otherwise agrees, no Interest Period may be
      selected at any time when a Default or an Event of Default is then in
      existence; and


                                       4
<PAGE>
            (vi) no Interest Period in respect of any Borrowing of Eurodollar
      Loans shall be selected which extends beyond the Maturity Date.

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

            1.10. Increased Costs, Illegality, etc. (a) In the event that Lender
shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto):

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

            (ii) at any time, that Lender shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loan because of (x) any change since the Closing Date in
      any applicable law or governmental rule, regulation, order, guideline or
      request (whether or not having the force of law) or in the interpretation
      or administration thereof and including the introduction of any new law or
      governmental rule, regulation, order, guideline or request, such as, for
      example, but not limited to: (A) a change in the basis of taxation of
      payment to Lender of the principal of or interest on the Loans or the Note
      or any other amounts payable hereunder (except for changes in the rate of
      tax on, or determined by reference to, the net income or net profits of
      Lender pursuant to the laws of the jurisdiction in which it is organized
      or in which its principal office or applicable lending office is located
      or any subdivision thereof or therein), or (B) a change in official
      reserve requirements, but, in all events, excluding reserves required
      under Regulation D to the extent included in the computation of the
      Eurodollar Rate and/or (y) other circumstances since the Closing Date
      affecting such Lender or the interbank Eurodollar market or the position
      of Lender in such market; or

            (iii) at any time, that the making or continuance of any Eurodollar
      Loan has been made (x) unlawful by any law or governmental rule,
      regulation or order, (y) impossible by compliance by Lender in good faith
      with any governmental request (whether or not having force of law) or (z)
      impracticable as a result of a contingency occurring after the Closing
      Date which materially and adversely affects the interbank Eurodollar
      market;

            then, and in any such event, Lender shall promptly give notice (by
telephone confirmed in writing) to the Borrower of such determination.
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Lender notifies the Borrower that the
circumstances giving rise to such notice by the Lender no longer exist, and any
Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower
with respect to Eurodollar Loans which have not yet been incurred (including by
way of conversion) shall be


                                       5
<PAGE>
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to Lender, upon written demand therefor, such additional
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as Lender in its sole discretion shall
determine) as shall be required to compensate such Lender for such increased
costs or reductions in amounts received or receivable hereunder (a written
notice as to the additional amounts owed to Lender, showing the basis for the
calculation thereof, submitted to the Borrower by Lender in good faith shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto) and (z) in the case of clause (iii) above, the Borrower shall take one
of the actions specified in Section 1.10(b) as promptly as possible and, in any
event, within the time period required by law.

            (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Lender telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the Lender pursuant to Section
1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding,
upon at least three Business Days' written notice to the Lender, require the
Lender to convert such Eurodollar Loan into a Base Rate Loan.

            (c) If at any time after the Closing Date Lender determines that the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC, any governmental authority, central bank or
comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by Lender or any corporation controlling
Lender based on the existence of Lender's Commitment hereunder or its
obligations hereunder, then the Borrower agrees to pay to Lender, upon its
written demand therefor, such additional amounts as shall be required to
compensate Lender or such other corporation for the increased cost to Lender or
such other corporation or the reduction in the rate of return to Lender or such
other corporation as a result of such increase of capital. In determining such
additional amounts, Lender will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable, provided that Lender's
determination of compensation owing under this Section 1.10(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.
Lender, upon determining that any additional amounts will be payable pursuant to
this Section 1.10(c), will give written notice thereof to the Borrower, which
notice shall show the basis for calculation of such additional amounts.

            (d) Notwithstanding anything to the contrary contained in the last
sentence of clause (a) of this Section 1.10, unless Lender gives notice to the
Borrower pursuant to such sentence that the Borrower is obligated to pay
additional amounts to compensate Lender for any increased costs or reductions in
amounts received or receivable hereunder (as described in sub-clause (a)(ii) of
this Section 1.10) within 180 days after the later of (x) the date Lender incurs
the respective increased costs or reduction in the amounts received or
receivable hereunder and (y) the date Lender has actual knowledge of its
incurrence of the respective increased costs or reduction in the amounts
received or receivable hereunder, Lender shall only be entitled to be
compensated for any such amount by the Borrower pursuant to such sentence to


                                       6
<PAGE>
the extent that any such amounts are incurred or suffered on or after the date
which occurs 180 days prior to Lender giving notice to the Borrower that it is
obligated to pay the respective amounts pursuant to such sentence; provided,
however, that if the circumstances giving rise to such claims have a retroactive
effect, such 180-day period shall be extended to include the period of such
retroactive effect. This Section 1.10(d) shall have no applicability to any
other Section of this Agreement.

            1.11. Compensation. The Borrower agrees to compensate Lender, upon
its written request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required by Lender to
fund its Eurodollar Loans but excluding any loss of anticipated profit) which
Lender may sustain: (i) if for any reason (other than a default by Lender) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including any
repayment made pursuant to Section 4.02 or as a result of an acceleration of the
Loans pursuant to Section 10) or conversion of any of its Eurodollar Loans
occurs on a date which is not the last day of an Interest Period with respect
thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on
any date specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of (x) any other default by the Borrower to repay its Loans when
required by the terms of this Agreement or any Note held by Lender or (y) any
election made pursuant to Section 1.10(b).

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

            1.13. Reserved.

            SECTION 2. Reserved.

            SECTION 3. Commitment Commission; Fees; Reductions of Commitment.

            3.01. Fees. (a) The Borrower agrees to pay to Lender a commitment
commission (the "Commitment Commission") for the period from the Closing Date to
but excluding the Maturity Date (or such earlier date as the Revolving
Commitment shall have been terminated), computed at a rate per annum equal to
0.15% on the Total Unutilized Revolving Commitment of Lender as in effect from
time to time. Accrued Commitment Commission shall be due and payable quarterly
in arrears on each Quarterly Payment Date and on the Maturity Date or such
earlier date upon which the Revolving Commitment is terminated.


                                       7
<PAGE>
            (b) The Borrower agrees to pay to the Lender, for its own account,
such other fees as have been or may hereafter be agreed to in writing by the
Borrower and the Lender.

            3.02. Optional Commitment Reductions. Upon three Business Days'
prior notice from an Authorized Representative of the Borrower to the Lender at
the Notice Office the Borrower shall have the right, at any time or from time to
time, without premium or penalty, to terminate the Total Unutilized Revolving
Commitment in whole or reduce it in part, pursuant to this Section 3.02, in an
integral multiple of $5,000,000.

            3.03. Mandatory Reduction of Commitment. The Revolving Commitment of
Lender shall terminate in its entirety on the Maturity Date.

            SECTION 4. Prepayments; Payments; Taxes.

            4.01. Voluntary Prepayments. The Borrower shall have the right to
prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) an Authorized
Representative of the Borrower shall give the Lender prior to 12:00 Noon (Boston
time) at the Notice Office (x) at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of the Borrower's intent to
prepay Base Rate Loans and (y) at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of its intent to
prepay Eurodollar Loans, which notice (x) shall specify the amount of such
prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar
Loans, the specific Borrowing or Borrowings pursuant to which made and; (ii)
each partial prepayment of Revolving Loans pursuant to this Section 4.01(a)
shall be in an aggregate principal amount of at least $1,000,000, provided that,
in each case, if any partial prepayment of Eurodollar Loans made pursuant to any
Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar
Loans and any election of an Interest Period with respect thereto given by the
Borrower shall have no force or effect.

            4.02. Mandatory Repayments and Cash Collateralizations. (a) On any
day on which the aggregate outstanding principal amount of all Revolving Loans
(after giving effect to all other repayments thereof on such date) exceeds
Revolving Commitment as then in effect, the Borrower agrees to prepay on such
day the principal of Revolving Loans in an amount equal to such excess.

            (b) Reserved.


            (c) Reserved.

            (d) In addition to any other mandatory repayments required pursuant
to this Section 4.02, all then outstanding Revolving Loans shall be repaid in
full on the Maturity Date.

            (e) With respect to each repayment of Loans required by Section
4.02, the Borrower may designate the Types of Loans which are to be repaid and,
in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant
to which made, provided that: (i)


                                       8
<PAGE>
repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on
the last day of an Interest Period applicable thereto unless all Eurodollar
Loans with Interest Periods ending on such date of required repayment and all
Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar
Loans made pursuant to a single Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto, then such Borrowing shall be
converted at the end of the then current Interest Period into a Borrowing of
Base Rate Loans; and (iii) each repayment of Loans made pursuant to a Borrowing
shall be applied pro rata among such Loans. In the absence of a designation by
the Borrower as described in the preceding sentence, the Lender shall, subject
to the above, make such designation in its sole discretion with a view, but no
obligation, to minimize breakage costs owing under Section 1.11.

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

            4.04. Net Payments. (a) All payments made by the Borrower hereunder
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits of Lender pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of Lender is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (all such non-excluded taxes, levies, imports,
duties, fees, assessments or other charges being referred to collectively as
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the
full amount of such Taxes, and such additional amounts as may be necessary so
that every payment of all amounts due under this Agreement or under any Note,
after withholding or deduction for or on account of any Taxes, will not be less
than the amount provided for herein or in such Note. If any amounts are payable
in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to
reimburse Lender, upon the written request of Lender, for taxes imposed on or
measured by the net income or net profits of Lender pursuant to the laws of the
jurisdiction in which Lender is organized or in which the principal office or
applicable lending office of Lender is located or under the laws of any
political subdivision or taxing authority of any such jurisdiction in which
Lender is organized or in which the principal office or applicable lending
office of Lender is located and for any withholding or similar taxes as Lender
shall determine are payable by, or withheld from, Lender in respect of such
amounts so paid to or on behalf of Lender pursuant to the preceding sentence and
in respect of any amounts paid to or on behalf of Lender pursuant to this
sentence. The Borrower will furnish to


                                       9
<PAGE>
Lender within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the
Borrower. The Borrower agrees to indemnify and hold harmless Lender, and
reimburse Lender upon its written request, for the amount of any Taxes so levied
or imposed and paid by Lender.

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


                                       10
<PAGE>
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 4.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes that are effective after the Closing Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of income
or similar Taxes.

            SECTION 5. Conditions Precedent to the Closing Date. The occurrence
of the Closing Date pursuant to Section 13.10 is subject to the satisfaction of
the following conditions:

            5.01. Execution of Agreement; Notes. On or prior to the Closing Date
(i) this Agreement shall have been executed and delivered as provided in Section
13.10 and (ii) there shall have been delivered to the Lender the appropriate
Revolving Note executed by the Borrower, in the amount, maturity and as
otherwise provided herein.

            5.02. Officer's Certificate. On the Closing Date, the Lender shall
have received a certificate, dated the Closing Date, and signed on behalf of the
Borrower by an Authorized Representative, stating that all conditions in
Sections 5.05, 5.07(b) and 6.02 have been satisfied on such date.

            5.03. Opinions of Counsel. On the Closing Date, the Lender shall
have received from Bingham McCutchen LLP, special counsel to the Credit Parties,
an opinion addressed to Lender and dated the Closing Date covering the matters
set forth in Exhibit E and such other matters incident to the transactions
contemplated herein as the Lender may reasonably request.

            5.04. Corporate Documents; Proceedings; etc. (a) On the Closing
Date, the Lender shall have received a certificate, dated the Closing Date,
signed by an Authorized Representative of each Credit Party, and attested to by
another Authorized Representative of such Credit Party, in the form of Exhibit
F-1 with appropriate insertions, together with copies of the certificate of
incorporation and by-laws (or equivalent organizational documents) of such
Credit Party, and the resolutions of such Credit Party referred to in such
certificate, and the foregoing shall be in form and substance reasonably
acceptable to the Lender.

            (b) All corporate, partnership, limited liability company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be in form and substance reasonably satisfactory to the Lender, and the Lender
shall have received all information and copies of all documents and papers,
including governmental approvals, good standing certificates and bring-down
telegrams, if any, which the Lender reasonably may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate or governmental authorities.

            5.05. Pro-Forma Covenant Compliance Certificate. On the Closing
Date, the Lender shall have received a pro-forma covenant compliance certificate
in the form set forth in Exhibit F-2, dated the Closing Date and setting forth
the Borrower's performance against and compliance with the financial and other
covenants listed therein for the fiscal quarter of the


                                       11
<PAGE>
Borrower ended December 31, 2003; certified by the chief financial officer or
treasurer of the Borrower.

            5.06. Guaranties. On the Closing Date each Subsidiary Guarantor
shall have duly authorized, executed and delivered to the Lender the
Subsidiaries Guaranty in the form of Exhibit G, and the Subsidiaries Guaranty
shall be in full force and effect.

            5.07. Adverse Change; Governmental Approvals; etc. (a) Since
December 31, 2003, nothing shall have occurred (and Lender shall not have become
aware of any facts or conditions not previously known) which the Lender shall
determine could reasonably be expected to have a Material Adverse Effect..

            (b) On or prior to the Closing Date, all necessary governmental
(domestic and foreign) and third party approvals and/or consents in connection
with the transactions contemplated by the Credit Documents and otherwise
referred to herein shall have been obtained and remain in effect, and all
applicable waiting periods shall have expired without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of the transactions contemplated by the Credit
Documents. Additionally, there shall not exist any judgment, order, injunction
or other restraint issued or filed or a hearing seeking injunctive relief or
other restraint pending or notified prohibiting or imposing materially adverse
conditions upon the making of any Loan, or the consummation of the other
transactions contemplated by the Credit Documents.

            5.08. Litigation. On the Closing Date, no litigation by any entity
(private or governmental) shall be pending or threatened with respect to this
Agreement, any other Credit Document or any other documentation executed in
connection herewith and therewith or the transactions contemplated hereby and
thereby, or which the Lender shall determine has had, or could reasonably be
expected to have, a Material Adverse Effect.

            5.09. Financial Statements. On or prior to the Closing Date, the
Lender shall have received true and correct copies of the historical financial
statements referred to in Section 7.05(a), which historical financial statements
shall be in form and substance satisfactory to the Lender.

            5.10. Fees, etc. On the Closing Date, all costs, fees and expenses
(including, without limitation, legal fees and expenses) payable to the Lender
shall have been paid to the extent due.

            SECTION 6. Conditions Precedent to All Credit Events. The obligation
of each Lender to make Loans (including Loans made on the Closing Date), is
subject, at the time of each such Credit Event, to the satisfaction of the
following conditions:

            6.01. Closing Date. The Closing Date shall have occurred.

            6.02. No Default; Representations and Warranties. At the time of
each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such


                                       12
<PAGE>
representations and warranties had been made on the date of such Credit Event
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

            6.03. Notice of Borrowing; Letter of Credit Request. Prior to the
making of each Loan, the Lender shall have received the notice required by
Section 1.03(a).

The acceptance of the benefit of each Credit Event shall constitute a
representation and warranty by the Borrower to the Lender that all the
conditions specified in Section 5 (with respect to Credit Events on the Closing
Date) and in this Section 6 (with respect to Credit Events to occur on or after
the Closing Date) and applicable to such Credit Event exist as of that time. The
Note and all other certificates, legal opinions and other documents and papers
referred to in Section 5 and in this Section 6, unless otherwise specified,
shall be delivered to the Lender at the Notice Office and, except for the Note,
in sufficient counterparts or copies for Lender and shall be in form and
substance reasonably satisfactory to the Lender.

            SECTION 7. Representations, Warranties and Agreements. In order to
induce the Lender to enter into this Agreement and to make the Loans, as
provided herein, the Borrower makes the following representations, warranties
and agreements, in each case after giving effect to the occurrence of the
Closing Date, all of which shall survive the execution and delivery of this
Agreement and the Note and the making of the Loans with the occurrence of each
Credit Event on or after the Closing Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Closing Date and on
the date of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date).

            7.01. Corporate Status. The Borrower and each of its Subsidiaries
(i) is a duly organized and validly existing corporation, limited liability
company or partnership, as the case may be, in good standing under the laws of
the jurisdiction of its organization, (ii) has the corporate, limited liability
company or partnership power and authority, as the case may be, to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the conduct of its
business requires such qualifications, except, in the case of preceding clauses
(i), (ii) and (iii), for failures which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

            7.02. Corporate Power and Authority. Each Credit Party has the
corporate, limited liability company or partnership power and authority, as the
case may be, to execute, deliver and perform the terms and provisions of each of
the Credit Documents to which it is party and has taken all necessary corporate,
limited liability company or partnership action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has dryly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
the legal, valid and binding obligation of such Credit Party enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency,


                                       13
<PAGE>
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

            7.03. No Violation. Neither the execution, delivery or performance
by any Credit Party of the Credit Documents to which it is a party, nor
compliance by it with the terms and provisions thereof, (i) will contravene any
provision of any applicable law, statute, rule or regulation or any applicable
order, writ, injunction or decree of any court or governmental instrumentality,
(ii) will conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the properties or assets of the Borrower or any of its Subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, credit
agreement or loan agreement (including, without limitation, the Existing Credit
Agreement), or any other material agreement, contract or instrument, to which
the Borrower or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject or (iii) will violate
any provision of the Certificate or Articles of Incorporation or By-Laws (or
equivalent organizational documents) of the Borrower or any of its Subsidiaries.

            7.04. Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with, (i) the
execution, delivery and performance of any Credit Document or (ii) the legality,
validity, binding effect or enforceability of any such Credit Document.

            7.05. Financial Statements; Financial Condition; Undisclosed
Liabilities Projections; etc. (a) The consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal years ended December 31, 2003 and the
interim nine-month period ended September 30, 2003, and the related consolidated
statements of income, cash flow and shareholders' equity of the Borrower for the
fiscal year or nine-month period ended on such dates, as the case may be, copies
of which have been furnished to the Lenders prior to the Closing Date, present
fairly the financial condition of the Borrower and its Subsidiaries at the date
of such balance sheets and the results of the operations of the Borrower and its
Subsidiaries for the periods covered thereby. All of the foregoing financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently applied (except, in the case of the
aforementioned interim financial statements, for normal year-end audit
adjustments and the absence of footnotes).

            (b) Since December 31, 2003, there has been no Material Adverse
Effect.

            (c) Except as fully disclosed in the financial statements referred
to in Section 7.05(a), there were as of the Closing Date no liabilities or
obligations with respect to the Borrower or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in the aggregate, could
reasonably be expected to be material to the Borrower and its Subsidiaries taken
as a whole. As of the Closing Date, the Borrower is not aware of any basis for
the assertion against it


                                       14
<PAGE>
or any of its Subsidiaries of any material liability or obligation of any nature
whatsoever that is not fully disclosed in the financial statements delivered
pursuant to Section 5.09.

            7.06. Litigation. There are no actions, suits or proceedings pending
or, to the knowledge of the Borrower, threatened (i) with respect to any Credit
Document or (ii) that could reasonably be expected to have a Material Adverse
Effect.

            7.07. True and Complete Disclosure. All factual information (taken
as a whole) furnished by or on behalf of the Borrower or any of its Subsidiaries
in writing to Lender (including, without limitation, all factual information
contained in the Credit Documents) for purposes of or in connection with this
Agreement, the other Credit Documents or any transaction contemplated herein or
therein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of the Borrower or any of its Subsidiaries in writing
to Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to
state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances
under which such information was provided.

            7.08. Use of Proceeds; Margin Regulations. (a) All proceeds of Loans
shall be used (i) to pay fees and expenses incurred in connection with this
Agreement, and (ii) for the Borrower's and its Subsidiaries' ongoing working
capital and general corporate purposes (including capital expenditures,
acquisitions and the repayment of Indebtedness outstanding under the Existing
Credit Agreement).

            (b) Neither the making of any Loan nor the use of the proceeds
thereof nor the occurrence of any other Credit Event will violate the provisions
of Regulation T, U or X of the Board of Governors of the Federal Reserve System.
At the time of each Credit Event and after giving effect thereto (including
after giving effect to the application of proceeds therefrom), no more than 25%
of the value of the assets of the Borrower, or of the Borrower and its
Subsidiaries taken as a whole, will constitute Margin Stock. For the purpose of
making the calculations pursuant to the preceding sentence, Treasury Stock shall
be deemed not to be an asset of the Borrower or any of its Subsidiaries.

            7.09. Tax Returns and Payments. The Borrower and each of its
Subsidiaries has timely filed or caused to be timely filed, on the due dates
thereof or within applicable grace periods, with the appropriate taxing
authority, all Federal, state, foreign and other material returns, statements,
forms and reports for taxes (the "Returns") required to be filed by or with
respect to the income, properties or operations of the Borrower and its
Subsidiaries. Each of the Borrower and each of its Subsidiaries has paid all
taxes and assessments payable by it which have become due, other than those
contested in good faith and for which adequate reserves have been established in
accordance with generally accepted accounting principles. There is no action,
suit, proceeding, investigation, audit, or claim now pending or, to the
knowledge of the Borrower, threatened by any authority regarding any taxes
relating to the Borrower or its Subsidiaries which could reasonably be expected
to have a Material Adverse Effect.

            7.10. Compliance with ERISA. (a) Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan; to the knowledge


                                       15
<PAGE>
of the Borrower, no Multiemployer Plan is insolvent or in reorganization; no
Plan has an Unfunded Current Liability; no Plan has an accumulated or waived
funding deficiency, or has applied for an extension of any amortization period
within the meaning of Section 412 of the Code; neither the Borrower nor any of
its Subsidiaries nor any ERISA Affiliate has incurred any liability to or on
account of a Plan and/or a Multiemployer Plan pursuant to Section 515, 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA; no proceedings have been
instituted to terminate or appoint a trustee to administer any Plan; no action,
suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or investment of assets of any Plan (other than
routine claims for benefits) is pending, expected or threatened; no condition
exists which presents a risk to the Borrower or any of its Subsidiaries or any
ERISA Affiliate of incurring a liability to or on account of a Plan and/or a
Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code;
using actuarial assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower, its
Subsidiaries and its ERISA Affiliates to all Multiemployer Plans in the event of
a complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Multiemployer Plan ended prior to the date of the most recent
Credit Event, could not reasonably be expected to have a Material Adverse
Effect.

            (b) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. Neither the
Borrower nor any of its Subsidiaries has incurred any obligation in connection
with the termination of or withdrawal from any Foreign Pension Plan. The present
value of the accrued benefit liabilities (whether or not vested) under each
Foreign Pension Plan, determined as of the end of the Borrower's most recently
ended fiscal year on the basis of actuarial assumptions, each of which is
reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

            7.11. Properties. The Borrower and each of its Subsidiaries has good
and valid title to all material properties owned by them, including all property
reflected in the balance sheets referred to in Sections 7.05(a) (except as sold
or otherwise disposed of since the date of such balance sheet in the ordinary
course of business or otherwise as permitted hereunder), free and clear of all
Liens other than Permitted Liens.

            7.12. Subsidiaries. As of the Closing Date (i) Schedule IV sets
forth an organizational chart of the Borrower and its Subsidiaries displaying
the direct and indirect (if any) owner of, and its ownership percentage in, each
such Subsidiary, and (ii) the Borrower has no Subsidiaries other than those
Subsidiaries listed on such Schedule IV.

            7.13. Compliance with Statutes, etc. The Borrower and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of their business and the
ownership of their property, except such noncompliances as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


                                       16
<PAGE>
            7.14. Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

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

            7.16. Environmental Matters. Except to the extent that any matter
described below in this Section 7.16, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, (i) the
Borrower and each of its Subsidiaries is in compliance with all applicable
Environmental Laws and the requirements of any permits required under such
Environmental Laws; (ii) there are no pending or, to the knowledge of the
Borrower, threatened Environmental Claims against the Borrower or any of its
Subsidiaries or any Real Property presently or formerly owned, leased or
operated by the Borrower or any of its Subsidiaries; and (iii) there are no
facts, circumstances, or conditions relating to the past or present business or
operations of the Borrower or any of its Subsidiaries (including the disposal of
any wastes, hazardous substances or other materials), or to any Real Property
presently or formerly owned, leased or operated by the Borrower or any of its
Subsidiaries, that could reasonably be expected to give rise to any claim,
proceeding or action under any Environmental Laws.

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

            7.18. Patents; Licenses; Franchises and Formulas. The Borrower and
its Subsidiaries own all material patents, trademarks, permits, service marks,
trade names, copyrights, licenses, franchises and formulas, or rights with
respect to the foregoing, and have obtained assignments of all leases and other
rights of whatever nature, reasonably necessary for the present conduct of their
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, either individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

            SECTION 8. Affirmative Covenants. The Borrower hereby covenants and
agrees that on and after the Closing Date and until the Commitment has
terminated and the


                                       17
<PAGE>
Loans and Note and (in each case together with interest thereon), Fees and all
other Obligations (other than indemnities described in Section 13.13 which are
not then due and payable) incurred hereunder and thereunder, are paid in full:

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

            (a) Quarterly Financial Statements. As soon as available and in any
event within 45 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower, (i) the consolidated
balance sheets of the Borrower and its Subsidiaries, in each case, as at the end
of such quarterly period and the related consolidated statements of income, cash
flow and shareholders' equity for such quarterly period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly period, in
each case setting forth comparative figures for the corresponding quarterly
accounting period in the prior fiscal year and (ii) management's discussion and
analysis of the important operational and financial developments during such
quarterly period (it being understood and agreed that the delivery of such
management's discussion and analysis as contained in the Borrower's quarterly
report on Form 10-Q shall satisfy the requirement contained in this clause
(ii)).

            (b) Annual Financial Statements. Within 90 days after the close of
each fiscal year of the Borrower, (i) the consolidated balance sheets of the
Borrower and its Subsidiaries, in each case, as at the end of such fiscal year
and the related consolidated statements of income, cash flow and shareholders'
equity for such fiscal year setting forth comparative figures for the preceding
fiscal year and certified by PricewaterhouseCoopers LLC or such other
independent certified public accountants of recognized national standing
reasonably acceptable to the Lender, together with a report of such accounting
firm stating that in the course of its regular audit of the financial statements
of the Borrower and its Subsidiaries, which audit was conducted in accordance
with generally accepted auditing standards, such accounting firm obtained no
knowledge of any Default or Event of Default which has occurred and is
continuing or, if in the opinion of such accounting firm such a Default or Event
of Default has occurred and is continuing, a statement as to the nature thereof
and (ii) management's discussion and analysis of the important operational and
financial developments during such fiscal year (it being understood and agreed
that the delivery of such management's discussion and analysis as contained in
the Borrower's annual report on Form 10-K shall satisfy the requirement
contained in this clause (ii)).

            (c) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Section 8.01(a) and (b), a certificate of
an Authorized Representative of the Borrower to the effect that, to the best of
such Authorized Representative's knowledge, no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has occurred
and is continuing, specifying the nature and extent thereof, which certificate
shall set forth the calculations required to establish whether the Borrower was
in compliance with the provisions of Sections 9.01, 9.02, 9.04, 9.05, 9.07, 9.08
and 9.09 at the end of such fiscal quarter or year, as the case may be.

            (d) Notice of Default or Litigation. Promptly, and in any event
within three Business Days after an executive officer of the Borrower obtains
knowledge thereof, notice of (i) the occurrence of any event which constitutes a
Default or Event of Default, (ii) any litigation or


                                       18
<PAGE>
governmental investigation or proceeding pending against the Borrower or any of
its Subsidiaries which could reasonably be expected to have a Material Adverse
Effect or (iii) any other development that has had, or could reasonably be
expected to have, a Material Adverse Effect.

            (e) Other Reports and Filings. Promptly, copies of all financial
information, proxy materials and other information and reports, if any, which
the Borrower or any of its Subsidiaries shall file with the Securities and
Exchange Commission or any successor thereto (the "SEC") or deliver to holders
of its Indebtedness (or any trustee, agent or other representative therefor)
pursuant to the terms of the documentation governing such Indebtedness.

            (f) Debt Rating. Promptly upon, and in any event within three
Business Days after, an Authorized Representative of the Borrower obtains
knowledge of any change by Moody's or S&P in the Debt Rating, notice of such
change.

            (g) Other Information. From time to time, such other information or
documents (financial or otherwise) with respect to the Borrower or any of its
Subsidiaries as Lender may reasonably request in writing.

            8.02. Books, Records and Inspections. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries in conformity with generally accepted
accounting principles and all requirements of law shall be made of all dealings
and transactions in relation to its business and activities. The Borrower will,
and will cause each of its Subsidiaries to, permit officers and designated
representatives of Lender to visit and inspect, after reasonable notice during
regular business hours and under guidance of officers of the Borrower or such
Subsidiary, any of the properties of the Borrower or such Subsidiary, and to
examine the books of account of the Borrower or such Subsidiary and discuss the
affairs, finances and accounts of the Borrower or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants,
all at such reasonable times and intervals and to such reasonable extent as
Lender may request.

            8.03. Maintenance of Insurance. The Borrower will, and will cause
each of its Subsidiaries to, maintain insurance on all its property in at least
such amounts and against at least such risks and with such deductibles or
self-insured retentions as is consistent and in accordance with industry
practice.

            8.04. Corporate Franchises. The Borrower will, and will cause each
of its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises, licenses and patents; provided, however that nothing in this Section
8.04 shall prevent (i) sales of assets, mergers or other transactions by or
among the Borrower or any of its Subsidiaries in accordance with Section 9.02
and 9.03 or (ii) the withdrawal by the Borrower or any of the Subsidiaries of
its qualification as a foreign corporation or the failure to qualify as a
foreign corporation in any jurisdiction which would not in any way materially
and adversely affect Lender, and where such withdrawal or failure or amendment,
as the case may be, could not reasonably be expected to have a Material Adverse
Effect.


                                       19
<PAGE>
            8.05. Compliance with Statutes, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders (including, without limitation, any Environmental Laws)
of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property, except such noncompliances as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            8.06. ERISA. As soon as possible and, in any event, within 30 days
after the Borrower or any of its Subsidiaries or any ERISA Affiliate knows or
has reason to know of the occurrence of any of the following, the Borrower will
deliver to the Lender, a certificate of an Authorized Representative of the
Borrower setting forth details as to such occurrence and the action, if any,
that the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrower, such Subsidiary, the ERISA Affiliate, the
PBGC, or a Plan participant or the Plan administrator with respect thereto: (i)
that a Reportable Event has occurred; (ii) that an accumulated funding
deficiency has been incurred or an application is likely to be or has been made
to the Secretary of the Treasury for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code with respect to a Plan
and/or a Multiemployer Plan; (iii) that a Plan and/or Multiemployer Plan has
been or is reasonably expected to be terminated, reorganized, partitioned or
declared insolvent under Title IV of ERISA; (iv) that a Plan and/or a
Multiemployer Plan has an Unfunded Current Liability giving rise to a lien under
ERISA or the Code; (v) that proceedings are likely to be or have been instituted
or notice has been given to terminate or appoint a trustee to administer a Plan
and/or a Multiemployer Plan; (vi) that a proceeding has been instituted pursuant
to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer
Plan if material in amount; (vii) that the Borrower, any of its Subsidiaries or
any ERISA Affiliate will or is reasonably expected to incur any liability
(including any indirect, contingent or secondary liability) to or on account of
the termination of or withdrawal from a Plan and/or Multiemployer Plan under
Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a
Plan and/or Multiemployer Plan tinder Section 401(a)(29) of the Code which could
reasonably be expected to have a Material Adverse Effect; or that the Borrower
or any Subsidiary is reasonably expected to incur any liability pursuant to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any employee pension benefit plan (as
defined in Section 3(2) of ERISA) which liability, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. Upon
request, the Borrower will deliver to each of the Lenders a complete copy of the
annual report (Form 5500) of each Plan required to be filed with the Internal
Revenue Service. In addition to any certificates or notices delivered to the
Lenders pursuant to the first sentence hereof, copies of such annual reports and
any material notices received by the Borrower or any of its Subsidiaries or any
ERISA Affiliate with respect to any Plan and/or Multiemployer Plan and/or
Foreign Pension Plan shall be delivered to the Lenders no later than 30 days
after the date such report has been requested or such notice has been received
by the Borrower, such Subsidiary or such ERISA Affiliate, as applicable. The
Borrower and each of its applicable Subsidiaries shall ensure that all Foreign
Pension Plans administered by it or into which it makes payments obtains or
retains (as applicable) registered status under and as required by applicable
law and is administered in a timely manner in all respects in compliance with
all applicable laws


                                       20
<PAGE>
except where the failure to do any of the foregoing could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Affect.

            8.07. End of Fiscal Years; Fiscal Quarters. The Borrower will cause
(i) each of its, and each of its Subsidiaries' fiscal years to end on December
31 of each year and (ii) each of its, and each of its Subsidiaries' fiscal
quarters to end on each March 31, June 30, September 30 and December 31.

            8.08. Payment of Taxes. The Borrower will pay and discharge, or
cause to be paid and discharged, and will cause each of its Subsidiaries to pay
and discharge, all material taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits, or upon any material
properties belonging to it, in each case on a timely basis and prior to the date
on which penalties attach thereto and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of the Borrower or any of its
Subsidiaries; provided that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with generally accepted
accounting principles.

            8.09. Additional Subsidiary Guarantors. Unless the Lender otherwise
agrees, the Borrower agrees to cause each of its Wholly-Owned Domestic
Subsidiaries that are acquired or created after the Closing Date to promptly
(and in any event within 10 Business Days of such acquisition or creation)
execute and deliver a counterpart of the Subsidiaries Guaranty.

            SECTION 9. Negative Covenants. The Borrower covenants and agrees
that on and after the Closing Date and until the Commitment has terminated and
the Loans and Note (in each case together with interest thereon), Fees and all
other Obligations (other than indemnities described in Section 13.03 which are
not then due and payable) incurred hereunder and thereunder, are paid in full:

            9.01. Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of
its Subsidiaries), or assign any right to receive income or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; provided that (i) for the purposes of
this Section 9.01, Treasury Stock to the extent constituting Margin Stock shall
be deemed not to be assets of the Borrower or any of its Subsidiaries and (ii)
the provisions of this Section 9.01 shall not prevent the creation, incurrence,
filing, assumption or existence of the following (Liens described below are
herein referred to as "Permitted Liens"):

            (i) incipient Liens for taxes, assessments or governmental charges
      or levies not yet due and payable or Liens for taxes, assessments or
      governmental charges or levies being contested in good faith and by
      appropriate proceedings for which adequate reserves have been established
      in accordance with generally accepted accounting principles;


                                       21
<PAGE>
            (ii) Liens in respect of property or assets of the Borrower or any
      of its Subsidiaries imposed bylaw, which were incurred in the ordinary
      course of business and do not secure Indebtedness for borrowed money, such
      as carriers', warehousemen's, materialmen's and mechanics' liens and other
      similar Liens arising in the ordinary course of business, and (x) which do
      not in the aggregate materially detract from the value of the Borrowers'
      or such Subsidiary's property or assets or materially impair the use
      thereof in the operation of the business of the Borrower or such
      Subsidiary or (y) which are being contested in good faith by appropriate
      proceedings, which proceedings have the effect of preventing the
      forfeiture or sale of the property or assets subject to any such Lien;

            (iii) Liens in existence on the Closing Date which are listed, and
      the property subject thereto described, in Schedule V, plus renewals and
      extensions of such Liens, provided that (x) the aggregate principal amount
      of the Indebtedness, if any, secured by such Liens does not increase from
      that amount outstanding at the time of any such renewal or extension and
      (y) any such renewal or extension does not encumber any additional assets
      or properties of the Borrower or any of its Subsidiaries;

            (iv) (a) licenses, leases or subleases granted to other Persons in
      the ordinary course of business not materially interfering with the
      conduct of the business of the Borrower and its Subsidiaries taken as a
      whole, (b) Liens arising from precautionary UCC financing statements
      regarding operating leases and (c) statutory and common law landlords'
      liens under leases to which the Borrower or any of its Subsidiaries is a
      party;

            (v) Liens upon assets subject to Capitalized Lease Obligations of
      the Borrower and its Subsidiaries, provided that (x) the aggregate
      outstanding amount of such Capitalized Lease Obligations of the Borrower
      and its Subsidiaries, and of Foreign Subsidiaries of the Borrower, as the
      case may be, secured by Liens permitted by this clause (v) shall not at
      any time exceed the amount of Capitalized Lease Obligations of such
      respective Persons permitted to be outstanding pursuant to Section
      9.04(vii), (y) such Liens only serve to secure the payment of Indebtedness
      arising under such Capitalized Lease Obligation and (z) the Lien
      encumbering the asset giving rise to the Capitalized Lease Obligation does
      not encumber any other asset of the Borrower or any of its Subsidiaries;

            (vi) Liens placed upon assets used in the ordinary course of
      business of the Borrower or any of its Subsidiaries at the time of
      acquisition or new construction thereof by the Borrower or any such
      Subsidiary or within 180 days thereafter to secure Indebtedness incurred
      to pay all or a portion of the purchase price and/or construction costs
      thereof, plus renewals or extensions of such Liens, provided that (x) the
      aggregate outstanding principal amount of all Indebtedness of the Borrower
      and its Subsidiaries, and of Foreign Subsidiaries of the Borrower, as the
      case may be, secured by Liens permitted by this clause (vi) shall not at
      any time exceed the amount of Indebtedness of such respective Persons
      permitted to be outstanding pursuant to Section 9.04(vii) and (y) in all
      events, the Lien encumbering the assets so acquired or newly constructed
      does not encumber any other asset of the Borrower or such Subsidiary;


                                       22
<PAGE>
            (vii) Liens existing on specific assets at the time acquired by the
      Borrower or any of its Subsidiaries or on assets of a Person at the time
      such Person is acquired by the Borrower or any of its Subsidiaries
      (together with Liens securing any extensions, renewals or refinancings of
      the Indebtedness secured thereby to the extent not increasing the
      outstanding principal amount thereof or extending to any other asset of
      the Borrower or its Subsidiaries), provided that (i) no such Liens were
      created at the time of or in contemplation of the acquisition of such
      assets or Person by the Borrower and/or its Subsidiaries, (ii) in the case
      of any such acquisition of a Person, any Lien attaches only to a specific
      asset of such Person and not assets of such Person generally and (iii) the
      Indebtedness secured by any such Lien does not exceed 100% of the fair
      market value of the asset to which such Lien attaches, determined at the
      time of the acquisition of such asset or Person in good faith by the
      Borrower or its Subsidiary;

            (viii) easements, rights-of-way, restrictions (including zoning
      restrictions), encroachments, protrusions and other similar charges or
      encumbrances, and minor title deficiencies, in each case whether now or
      hereafter in existence, not securing Indebtedness and not materially
      interfering with the conduct of the business of the Borrower or any of its
      Subsidiaries;

            (ix) Liens arising out of the existence of judgments or awards not
      constituting an Event of Default under Section 10.09;

            (x) any interest or title of a lessor, sublessor, licensee or
      licensor under any lease or license agreement permitted by this Agreement;

            (xi) Liens (other than any Lien imposed by ERISA) incurred in the
      ordinary course of business of the Borrower or any of its Subsidiaries in
      connection with workers' compensation, unemployment insurance and other
      social security legislation;

            (xii) Liens (x) to secure the performance by the Borrower or any of
      its Subsidiaries of tenders, statutory obligations, surety, stay, customs
      and appeal bonds, statutory bonds, bids, leases, government contracts,
      trade contracts, performance and return of money bonds and other similar
      obligations (exclusive of obligations for the payment of borrowed money)
      or (y) to secure the performance by the Borrower or any of its
      Subsidiaries of leases of Real Property, to the extent incurred or made in
      the ordinary course of business consistent with past practices;

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

            (xiv) Liens on any assets of a Foreign Subsidiary securing
      Indebtedness otherwise permitted to be incurred by such Foreign Subsidiary
      pursuant to Section 9.04;

            (xv) Liens on capital stock, equity interests or securities held by
      the Borrower or any of its Subsidiaries arising from "lock-up" or similar
      arrangements restricting the disposition thereof in connection with any
      public offering of any such stock, equity interests or securities; and


                                       23
<PAGE>
            (xvi) Liens not otherwise permitted by the foregoing clauses (i)
      through (xvi) to the extent attaching to properties and assets of the
      Borrower and its Domestic Subsidiaries with an aggregate fair value not in
      excess of $25,000,000 at any time.

            9.02. Fundamental Changes. The Borrower will not, and will not
permit any of its Material Subsidiaries to, consolidate with, merge into, or
sell all or substantially all of the assets of the Borrower or any Material
Subsidiary (whether in a single transaction or in a series of related
transactions) to any other Person or permit any other Person to merge into the
Borrower or any of its Material Subsidiaries, except that: the Borrower or any
of its Material Subsidiaries may merge or consolidate with one another or any
other Person so long as (i) both before and immediately after giving effect to
such merger or consolidation, no Default or Event of Default shall have occurred
and be continuing, (ii) in the case of a merger or consolidation involving the
Borrower, the Borrower is the surviving Person, (iii) in the case of a merger or
consolidation involving a Subsidiary Guarantor, the Subsidiary Guarantor is the
surviving Person (unless the respective Subsidiary Guarantor is merging into or
consolidating with the Borrower (in which case the Borrower will be the survivor
thereof)), (iv) in the case of a merger or consolidation involving a Material
Subsidiary, the Material Subsidiary is the surviving Person (unless the
respective Material Subsidiary is merging into or consolidating with the
Borrower or a Subsidiary Guarantor (in which case the Borrower or the respective
Subsidiary Guarantor, as the case may be, will be the survivor thereof)) and (v)
in the case of a merger or consolidation with or involving a Material Subsidiary
or any third Person, such merger or consolidation, as the case may be, is
consummated pursuant to an arm's length transaction and the Borrower or the
Subsidiary receives at least fair market value therefor (as determined in good
faith by the Borrower or such Subsidiary, as the case may be).

            9.03. Asset Dispositions, Liquidation and Dissolution. The Borrower
will not, and will not permit any of its Subsidiaries to, sell, liquidate,
dissolve or otherwise dispose of the assets or equity interests of any Material
Subsidiary, except that the Borrower and its Subsidiaries may sell or otherwise
dispose of the assets or equity interests of any Material Subsidiary so long as
(i) both before and immediately after giving effect to such sale or other
disposition no Default or Event of Default shall have occurred and be continuing
and (ii) each such sale or other disposition is in an arm's-length transaction
and the Borrower or its Subsidiary receives at least fair market value therefor
(as determined in good faith by the Borrower or such Subsidiary, as the case may
be).

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

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

            (ii) The Existing Credit Agreement, the Existing Subsidiaries
      Guaranty and Permitted Indebtedness;

            (iii) (A) Subsidiaries of the Borrower may incur Indebtedness in an
      aggregate outstanding principal amount not to exceed $45,000,000 at any
      time, provided that both before and immediately after giving effect to
      each incurrence of such Indebtedness no


                                       24
<PAGE>
      Default or Event of Default shall have occurred and be continuing and (B)
      in addition to the Indebtedness permitted under preceding clause (A),
      Foreign Subsidiaries of the Borrower may incur Indebtedness for borrowed
      money, provided that (x) both before and immediately after giving effect
      to each incurrence of such Indebtedness, no Default or Event of Default
      shall have occurred and be continuing, (y) 100% of the Net Debt Proceeds
      of each such incurrence of Indebtedness are applied in accordance with
      Sections 4.02(c) and (z) the aggregate principal amount of all such
      Indebtedness incurred pursuant to this clause (B) since December 17, 2003
      shall not exceed $55,000,000;

            (iv) Indebtedness outstanding on the Closing Date shall be permitted
      to the extent the same is listed on Schedule VI, together with any
      refinancings or renewals thereof, in each case so long as no additional
      obligors or guarantors, or security, is provided in connection with the
      respective such renewal or refinancing and so long as the principal amount
      is not increased as a result thereof;

            (v) accrued expenses and current trade accounts payable incurred in
      the ordinary course of business;

            (vi) Indebtedness under Interest Rate Protection Agreements entered
      into with respect to other Indebtedness permitted under this Section 9.04
      so long as the entering into of such Interest Rate Protection Agreements
      are bona fide hedging activities and are not for speculative purposes;

            (vii) Indebtedness of the Borrower or any of its Subsidiaries
      evidenced by Capitalized Lease Obligations secured by Liens permitted
      under Section 9.01(v), and Indebtedness secured by Liens permitted under
      Section 9.01(vi), provided that (x) in no event shall the Foreign
      Subsidiaries of the Borrower be permitted to have outstanding at any time
      more than $35,000,000 of Capitalized Lease Obligations and other
      Indebtedness pursuant to thus clause (vii) and (y) the aggregate principal
      amount of Capitalized Lease Obligations and other Indebtedness of the
      Borrower and all of its Subsidiaries permitted by this clause (vii) shall
      not exceed $35,000,000;

            (viii) Indebtedness of the Borrower and its Subsidiaries under Other
      Hedging Agreements providing protection to the Borrower or any of its
      Subsidiaries against fluctuations in currency values or commodity prices
      in connection with the Borrower's or any of its Subsidiaries' operations
      so long as the entering into of such Other Hedging Agreements are bona
      fide hedging activities and not for speculative purposes;

            (ix) Indebtedness arising from Investments permitted under Sections
      9.05(xv), (xvi), (xvii), (xx), (xxi) and (xxii);

            (x) Indebtedness in respect of bid, performance, advance payment or
      surety bonds entered into in the ordinary course of business consistent
      with past practices; and

            (xi) Contingent Obligations of the Borrower or any of its
      Subsidiaries (a) as a guarantor of the lessee under any lease not
      prohibited hereunder pursuant to which the Borrower or any of its
      Subsidiaries is the lessee, (b) as a guarantor of Indebtedness of the
      Borrower or a Subsidiary, provided that such Indebtedness is otherwise
      permitted


                                       25
<PAGE>
      hereunder and (c) consisting of guarantees of lease payments owing by its
      customers in connection with vendor financing programs under which
      products of the Borrower and/or its Subsidiaries are sold to third party
      financing institutions which lease such products to such customers,
      provided that (1) the aggregate amount of such guarantees of the Foreign
      Subsidiaries of the Borrower outstanding at any time pursuant to this
      clause (c) shall not exceed $10,000,000 and (2) the aggregate amount of
      all such guarantees of the Borrower and all of its Subsidiaries
      outstanding at any time pursuant to this clause (c) shall not exceed
      $25,000,000.

            9.05. Advances, Investments and Loans. The Borrower will not, and
will not permit any of its Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, or purchase or own a futures contract or otherwise become liable for
the purchase or sale of currency or other commodities at a future date in the
nature of a futures contract (each an "Investment" and, collectively, the
"Investments") except:

            (i) the Borrower and any of its Subsidiaries may acquire and hold
      cash and Cash Equivalents;

            (ii) the Borrower and any of its Subsidiaries may acquire and hold
      receivables owing to such Person (including, without limitation, notes
      evidencing such receivables), if created or acquired in the ordinary
      course of business and payable or dischargeable in accordance with
      customary trade terms of the Borrower or such Subsidiary;

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

            (iv) Interest Rate Protection Agreements entered into in compliance
      with Section 9.04(vi) shall be permitted;

            (v) Investments in existence on the Closing Date and listed on
      Schedule VII, and other Investments received in exchange for or upon
      conversion of any such scheduled Investments, shall be permitted, but
      without giving effect to any other additions thereto or replacements
      thereof;

            (vi) deposits made in the ordinary course of business consistent
      with past practices to secure the performance of leases shall be
      permitted;

            (vii) (vii) loans and advances by the Borrower and any of its
      Subsidiaries to its employees in an aggregate outstanding principal amount
      not to exceed $5,000,000 shall be permitted;

            (viii) Other Hedging Agreements entered into in compliance with
      Section 9.04(viii) shall be permitted;


                                       26
<PAGE>
            (ix) the Borrower and any of its Subsidiaries may capitalize or
      forgive any Indebtedness owed to such Person by a Foreign Subsidiary and
      outstanding under clause (v) of thus Section 9.05;

            (x) so long as both before and immediately after giving effect
      thereto no Event of Default exists, the Borrower and its Subsidiaries may
      acquire assets and Persons (in whole or in part) operating within the
      businesses contemplated by Section 9.10;

            (xi) the Borrower and any of its Subsidiaries may acquire and hold
      promissory notes issued by purchasers in connection with sales of other
      assets not otherwise prohibited by this Agreement;

            (xii) the Borrower and any of its Domestic Subsidiaries may make and
      hold Investments in their respective Foreign Subsidiaries to the extent
      such Investments arise from the sale of inventory in the ordinary course
      of business by such Person to such Foreign Subsidiaries for resale by such
      Foreign Subsidiaries (including any Investments resulting from the
      extension of the payment terms with respect to such sales);

            (xiii) the Borrower and any of its Subsidiaries may hold additional
      Investments in their respective Subsidiaries to the extent such
      Investments reflect an increase in the value of such Subsidiaries;

            (xiv) any Foreign Subsidiary may make capital contributions to the
      capital of any of its Subsidiaries;

            (xv) the Foreign Subsidiaries of the Borrower may make intercompany
      loans and advances to one another;

            (xvi) loans and advances made by Foreign Subsidiaries to the
      Borrower or any of its Domestic Subsidiaries so long as such loans and
      advances are expressly subordinated to the Obligations in a manner
      satisfactory to the Lender;

            (xvii) the Borrower may acquire and hold obligations of one or more
      officers or other employees of the Borrower or any of its Subsidiaries in
      connection with such officers' or employees' acquisition of shares of the
      Borrower's common stock so long as no cash is paid by the Borrower or any
      of its Subsidiaries in connection with the acquisition of any such
      obligations;

            (xviii) the Borrower may make equity contributions to the capital of
      any of its Domestic Subsidiaries, and any Domestic Subsidiary may make
      equity contributions to the capital of any of its Domestic Subsidiaries;

            (xix) the Borrower and the Domestic Subsidiaries may make
      intercompany loans and advances to one another, provided that any such
      loan or advance made by a Domestic Subsidiary that is not a Subsidiary
      Guarantor to the Borrower or a Subsidiary Guarantor shall be expressly
      subordinated to the Obligations in a manner satisfactory to the Lender;


                                       27
<PAGE>
            (xx) the Borrower and its Domestic Subsidiaries may make Investments
      in Foreign Subsidiaries of the Borrower, provided that from and after such
      time when the aggregate amount of Investments made pursuant to this clause
      (xx) December 17, 2003 exceeds $50,000,000, the Borrower or the respective
      Domestic Subsidiary making such Investment shall be required to pledge
      (concurrently with the making of any such additional Investment in excess
      of $50,000,000) to the Lender (as security for the payment and performance
      of the Obligations hereunder and pursuant to a pledge agreement in form
      and substance satisfactory to the Lender) the equity interests of the
      respective Foreign Subsidiary in which such Investment is made that are
      owned by the Borrower or such Domestic Subsidiary, as the case may be,
      provided further, however, that unless there is a change in the relevant
      sections of the Code or the regulations, rules, rulings, notices or other
      official pronouncements issued or promulgated thereunder providing that a
      pledge of the type described above would not cause any undistributed
      earning of the respective Foreign Subsidiary to be treated as a deemed
      dividend to such Foreign Subsidiary's United States parent for Federal
      income tax purposes, in no event shall the Borrower or its Domestic
      Subsidiary (as the case may be) be required, pursuant to this Agreement or
      any such pledge agreement, to pledge to the Lender more than 65% of the
      total combined voting power of all classes of capital stock of the
      respective Foreign Subsidiary;

            (xxi) the Borrower may repurchase outstanding shares of its
      outstanding capital stock;

            (xxii) the Borrower or any of its Subsidiaries may make Investments
      in any Foreign Subsidiary, provided that (x) the aggregate outstanding
      amount of Investments made pursuant to this clause (xxii) shall not exceed
      $75,000,000 and (y) within two Business Days following the making of any
      such Investment the Foreign Subsidiary in which such Investment was made
      shall have repaid to the Person that made such Investment the full amount
      thereof (whether by means of repayment, redemption, dividend or
      otherwise); and

            (xxiii) in addition to investments permitted by clauses (i) through
      (xxii) above, the Borrower and its Subsidiaries may make additional
      Investments to or in a Person in an aggregate amount for all Investments
      made pursuant to this clause (xxiii) not to exceed $5,000,000 at any time
      outstanding (determined without regard to any write-downs or write-offs
      thereof), net of cash repayments of principal in the case of loans and
      cash equity returns (whether as a dividend or redemption) in the case of
      equity investments.

            9.06. Transactions with Affiliates. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions with any Affiliate of the Borrower or any of its
Subsidiaries, other than on terms and conditions substantially as favorable to
the Borrower or such Subsidiary as would reasonably be obtained by the Borrower
or such Subsidiary at that time in a comparable arm's-length transaction with a
Person other than an Affiliate, except:


                                       28
<PAGE>
            (i) transactions between or among the Borrower and/or one or more
      Subsidiaries of the Borrower and not involving any non-Subsidiary
      Affiliate of the Borrower shall be permitted;

            (ii) customary fees may be paid to non-officer directors of the
      Borrower and its Subsidiaries;

            (iii) the Borrower and its Subsidiaries may enter into employment
      arrangements with respect to the procurement of services with their
      respective officers and employees in the ordinary course of business; and

            (iv) the Borrower and its Domestic Subsidiaries may make payments
      under the Tax Allocation Agreement.

            9.07. Consolidated Leverage Ratio. The Borrower will not permit the
Consolidated Leverage Ratio at anytime to be greater than 2.50:1.00.

            9.08. Minimum Interest Coverage Ratio. The Borrower will not permit
the Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters (taken as one accounting period), starting with the period
ending December 31, 2003, to be less than 5.00:1.00.

            9.09. Material Subsidiaries. (a) The Borrower will not at any time
allow the Net Book Value of the assets directly owned by the Borrower and its
Material Subsidiaries to constitute less than 85% of the aggregate Net Book
Value of the consolidated assets of the Borrower and all of its Subsidiaries.

            (b) The Borrower will not allow the Combined EBITDA of the Borrower
and its Material Subsidiaries for any period of four consecutive fiscal quarters
(taken as one accounting period), starting with the period ending December 31,
2003, to constitute less than 85% of the Consolidated EBITDA of the Borrower and
all of its Subsidiaries for such period.

            9.10. Business. (a) The Borrower will not, and will not permit any
of its Subsidiaries to, engage (directly or indirectly) in any business other
than substantially the same lines of business in which they are engaged on the
Closing Date and reasonable extensions thereof and other businesses that are
complimentary or reasonably related thereto.

            (b) Notwithstanding the foregoing or anything else in this Agreement
to the contrary, Waters Finance III will not engage in any business or own any
significant assets or have any material liabilities, provided that Waters
Finance III may engage in those activities that are incidental to (x) the
maintenance of its existence in compliance with applicable law and (y) legal,
tax and accounting matters in connection with any of the foregoing activities.

            9.11. Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay


                                       29
<PAGE>
any Indebtedness owed to the Borrower or any of its Subsidiaries, (y) make loans
or advances to the Borrower or any of its Subsidiaries or (z) transfer any of
its properties or assets to the Borrower or any of its Subsidiaries, except for
such encumbrances or restrictions existing under or by reason of (i) applicable
law, (ii) this Agreement and the other Credit Documents, (iii) other
Indebtedness permitted pursuant to Section 9.04, in each case so long as the
encumbrances and restrictions contained therein are not more restrictive than
those contained in this Agreement, (iv) holders of Permitted Liens may restrict
the transfer of any assets subject thereto, (v) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or of any Subsidiary of the Borrower, and (vi) customary provisions
restricting assignment of any licensing agreement entered into by the Borrower
or any of its Subsidiaries in the ordinary course of business.

            9.12. Limitation on Issuance of Capital Stock. (a) The Borrower will
not issue (i) any Preferred Stock other than Qualified Preferred Stock or (ii)
any redeemable common stock other than common stock that is redeemable at the
sole option of the Borrower.

            (b) The Borrower shall not permit any of its Subsidiaries to issue
any capital stock (including by way of sales of treasury stock) or any options
or warrants to purchase, or securities convertible into, capital stock, except
(i) for transfers and replacements of then outstanding shares of capital stock,
(ii) for stock splits, stock dividends and additional issuances which do not
decrease the percentage ownership of the Borrower or any of its Subsidiaries in
any class of the capital stock of such Subsidiaries, (iii) to qualify directors
to the extent required by applicable law, and (iv) for issuances by newly
created or acquired Subsidiaries in accordance with the terms of thus Agreement.

            9.13. Special Provisions Relating to Waters Finance III.
Notwithstanding the foregoing or anything else in this Agreement to the
contrary, in no event shall the Borrower or any of its Subsidiaries (i) make any
Investments in Waters Finance III or (ii) sell, transfer or dispose of any
assets to Waters Finance III.

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

            10.01. Payments. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any or interest on any Loan or Note, or any Fees or any other amounts
owing hereunder or thereunder; or

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

            10.03. Covenants. The Borrower shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(d)(i), 8.07, 8.09 or Section 9 or (ii) default in the due
performance or observance by it of any other term,


                                       30
<PAGE>
covenant or agreement contained in this Agreement and such default shall
continue unremedied for a period of 30 days after written notice to the Borrower
by the Lender; or

            10.04. Default Under Other Agreements. (i) The Borrower or any of
its Subsidiaries shall default in any payment of any Indebtedness (other than
the Obligations), including, without limitation, Indebtedness under the Existing
Credit Facility beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created; or (ii) the Borrower or
any of its Subsidiaries shall default in the observance or performance of any
agreement or condition relating to any Indebtedness (other than the Obligations)
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is required),
any such Indebtedness to become due prior to its stated maturity; or (iii) any
Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than (x) by a regularly scheduled required repayment or (y) as a mandatory
prepayment (unless such required prepayment or mandatory prepayment results from
a default thereunder or an event of the type that constitutes an Event of
Default), prior to the stated maturity thereof, provided that it shall not be a
Default or Event of Default under this Section 10.04 unless the aggregate
principal amount of all Indebtedness as described in preceding clauses (i)
through (iii), inclusive, is at least $15,000,000; or

            10.05. Bankruptcy, etc. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy" as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries and the petition is not
controverted within 30 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Subsidiaries, or the Borrower or any of its
Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Subsidiaries, or there is
commenced against the Borrower or any of its Subsidiaries any such proceeding
which remains undismissed for a period of 60 days, or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Borrower or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any of its Subsidiaries for the purpose of effecting
any of the foregoing; or

            10.06. ERISA. (a) Any Plan and/or Multiemployer Plan shall fail to
satisfy the minimum funding standard required for any plan year or part thereof
or a waiver of such standard or extension of any amortization period is sought
or granted under Section 412 of the Code, any Plan and/or Multiemployer Plan
shall have had or is likely to have a trustee appointed to administer such Plan
and/or Multiemployer Plan pursuant to Section 4042 of ERISA, any Plan


                                       31
<PAGE>
and/or Multiemployer Plan shall have been or is reasonably expected to be
terminated or to be the subject of termination proceedings under Section 4042 of
ERISA, any Plan and/or Multiemployer Plan shall have an Unfunded Current
Liability, a contribution required to be made to a Plan, Multiemployer Plan
and/or Foreign Pension Plan has not been timely made, the Borrower or any of its
Subsidiaries or any ERISA Affiliate have incurred or is reasonably expected to
incur a liability to or on account of a Plan and/or Multiemployer Plan under
Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code, or the Borrower or
any of its Subsidiaries have incurred or are reasonably expected to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) which provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or employee
pension benefit plans (as defined in Section 3(2) of ERISA) or Foreign Pension
Plans; (b) there shall result from any such event or events the imposition of
alien, the granting of a security interest, or a liability or a material risk of
incurring a liability; (c) and in each case in clauses (a) and (b) above, such
lien, security interest or liability, individually, or in the aggregate, has had
or could reasonably be expected to have a Material Adverse Effect; or

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

            10.08. Judgments. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower and its Subsidiaries a liability (not paid or fully covered by a
reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of 60 consecutive days, and the
aggregate amount of all such judgments exceeds $15,000,000; or

            10.09. Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Lender, upon the written request of the Required
Lenders, shall by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of any Agent, any Lender or
the holder of any Note to enforce its claims against any Credit Party provided
that, if an Event of Default specified in Section 10.05 shall occur with respect
to the Borrower, the result of which would occur upon the giving of such written
notice by the Lender to the Borrower as specified in clauses (i) and (ii) below
shall occur automatically without the giving of any such notice): (i) declare
the Commitment terminated, whereupon the Commitment of the Lender shall
forthwith terminate immediately and any Commitment Commission and other Fees
shall forthwith become due and payable without any other notice of any kind; and
(ii) declare the principal of and any accrued interest in respect of all Loans
and the Notes and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each Credit Party.


                                       32
<PAGE>
            SECTION 11. Definitions and Accounting Terms.

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

            "AEA" shall mean AEA Investors Inc.

            "Affiliate" shall mean, with respect to any Person, any other Person
(including, for purposes of Section 9.06 only, all directors, officers and
partners of such Person) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; provided, however,
that for purposes of Section 9.06, an Affiliate of the Borrower shall include
any Person that directly or indirectly owns more than 10% of any class of the
capital stock of the Borrower and any officer or director of the Borrower or any
such Person. A Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such other Person, whether through the ownership
of voting securities, by contract or otherwise.

            "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended, renewed or replaced from time to time.

            "Applicable Margin" means (i) with respect to Base Rate Loans, means
0.0% and (ii) with respect to Eurodollar Loans, means 1.00%.

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

            "Authorized Representative" shall mean, with respect to (i)
delivering Notices of Borrowing, Notices of Conversion/Continuation, and similar
notices, any person or persons that has or have been authorized by the board of
directors of the Borrower to deliver such notices pursuant to this Agreement and
that has or have appropriate signature cards on file with the Lender; (ii)
delivering financial information and officer's certificates pursuant to this
Agreement, any financial officer of the respective Credit Party and (iii) any
other matter in connection with this Agreement or any other Credit Document, any
officer (or a person or persons so designated by any two officers) of the
respective Credit Party.

            "Bain Capital" shall mean Bain Capital, Inc.

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

            "Base Rate" shall mean the higher of (x) the Prime Lending Rate and
(y) 1/2 of 1% in excess of the overnight Federal Funds Rate.

            "Base Rate Loan" shall mean each Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.


                                       33
<PAGE>
            "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

            "Borrowing" shall mean the borrowing of one Type of Loan on a given
date (or resulting from a conversion or conversions on such date) having in the
case of Eurodollar Loans the same Interest Period; provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans.

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

            "Capitalized Lease Obligations" of any Person shall mean all rental
obligations which, in accordance with generally accepted accounting principles
in the United States, are or will be required to be capitalized on the books of
such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

            "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital, surplus and undivided profits aggregating in excess of
$200,000,000, with maturities of not more than one year from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not more
than 90 days for underlying securities of the types described in clause (i)
above entered into with any bank meeting the qualifications specified in clause
(ii) above, (iv) commercial paper issued by any Person incorporated in the
United States rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the equivalent thereof by Moody's and in each case maturing not more than
one year after the date of acquisition by such Person and (v) investments in
money market funds substantially all of whose assets are comprised of securities
of the types described in clauses (i) through (iv) above.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Section 9601 et seq.

            "Change of Control" shall mean either of the following: (i) any
Person or "group" (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934, as in effect on the date hereof), other than AEA, Bain Capital
and/or their respective Related Parties and management of the Borrower, shall
(A) have acquired beneficial ownership of 30% or more on a fully diluted basis
of the economic and voting interest in the Borrower's capital stock or (B) have


                                       34
<PAGE>
obtained the power (whether or not exercised) to elect a majority of the
Borrower's directors or (ii) the first date on which Continuing Directors shall
cease to constitute a majority of the board of directors of the Borrower.

            "Closing Date" shall mean the date upon which all conditions
precedent to the Closing Date set forth in Section 5 shall have been satisfied
or waived in writing by the Lender.

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

            "Combined EBITDA" shall mean, with respect to the Borrower and its
Material Subsidiaries for any period, the Consolidated EBITDA of the Borrower
and such Material Subsidiaries for such period determined on a combined basis
rather than on a consolidated basis.

            "Commitment" shall mean, at any time, the Commitments of the
Lenders.

            "Commitment(s)" means the Revolving Commitment of Lender.

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

            "Consolidated Debt" shall mean, at any time, all Indebtedness of the
Borrower and its Subsidiaries determined on a consolidated basis, but excluding
any Indebtedness incurred by any Foreign Subsidiaries for their working capital
purposes to the extent that such Indebtedness is supported by a letter of credit
issued under the Existing Credit Facility.

            "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income for such period, before (i) total interest expense of the Borrower and
its Subsidiaries for such period determined on a consolidated basis and (ii)
provision for taxes based on income that were included and arriving at
Consolidated Net Income for such period and without giving effect to (x) any
extraordinary gains or losses and (y) any gains or losses from sales of assets
other than inventory sold in the ordinary course of business.

            "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation, in each case that were deducted in arriving at Consolidated EBIT
for such period.

            "Consolidated Interest Coverage Ratio" shall mean, for any period,
the ratio of Consolidated EBITDA for such period to Consolidated Interest
Expense for such period.

            "Consolidated Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period; provided that the amortization of deferred financing and
legal and accounting costs, Lender fees (in each case) with respect to the
Existing Credit Agreement and this Agreement


                                       35
<PAGE>
shall be excluded from Consolidated Interest Expense to the extent same would
otherwise have been included therein.

            "Consolidated Leverage Ratio" shall mean, at any time, the ratio of
Consolidated Debt at such time to Consolidated EBITDA for the most recently
ended four fiscal quarters (taken as one accounting period).

            "Consolidated Net Income" shall mean, for any period, the net after
tax income of the Borrower and its Subsidiaries determined on a consolidated
basis (after any deduction for minority interests); provided that in determining
Consolidated Net Income (i) the net income of any Person that is not a
Subsidiary of the Borrower or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the Borrower or a Subsidiary thereof, (ii) the net
income of any Subsidiary of the Borrower shall be excluded to the extent that
the declaration or payment of dividends and distributions by that Subsidiary of
net income is not at the date of determination permitted by operation of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Subsidiary or its stockholders and
(iii) the net income of any Person acquired by the Borrower or any of its
Subsidiaries in a pooling of interests transaction for any period prior to the
date of such acquisition shall be excluded.

            "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

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

            "Credit Documents" shall mean this Agreement, the Subsidiaries
Guaranty and, after the execution and delivery thereof pursuant to the terms of
this Agreement, each Note and,


                                       36
<PAGE>
after the execution and delivery thereof, each additional guaranty executed
pursuant to Section 8.09.

            "Credit Event" shall mean the malting of any Loan.

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

            "Debt Rating" shall mean, on any date, each of the ratings most
recently publicly announced by Moody's and S&P for the Borrower's senior
unsecured long-term Indebtedness.

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

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

            "Domestic Subsidiary" shall mean (i) each Subsidiary of the Borrower
other than Waters Finance III that is incorporated under the laws of the United
States, any State or territory thereof or the District of Columbia; and (ii)
each Subsidiary of the Borrower (other than Micromass Holdings Ltd.) that is
incorporated or organized outside the United States, any State or territory
thereof or the District of Columbia but which is treated as a partnership
wholly-owned by the Borrower or a Domestic Subsidiary thereof or a disregarded
entity pursuant to the provisions of Treasury Regulations Section 301.7701-3,
provided that no such Subsidiary of the Borrower which is a Subsidiary of a
Foreign Subsidiary that is not treated as provided above in this clause (ii)
shall constitute a "Domestic Subsidiary" pursuant to this clause (ii).

            "Eligible Transferee" shall mean and include a commercial bank, a
financial institution, any fund that regularly invests in bank loans or other
"accredited investor" (as defined in Regulation D of the Securities Act) but in
any event excluding the Borrower and its Subsidiaries.

            "Environmental Claims" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, directives, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law (hereafter, "Claims"), including, without
limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief in connection with alleged injury or threat of
injury to health, safety or the environment due to the presence of Hazardous
Materials.

            "Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, binding and enforceable
guideline, binding and enforceable written policy and rule of common law now or
hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, to the extent binding on the Borrower or any
of its Subsidiaries, relating to the environment, employee health and safety or
Hazardous


                                       37
<PAGE>
Materials, including, without limitation, CERCLA; RCRA; the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Toxic Substances
Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C.
Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3803 et
seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
Section 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C.
Section 1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq. (to the extent it regulates occupational exposure to Hazardous
Materials); and any state and local or foreign counterparts or equivalents, in
each case as amended from time to time.

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

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

            "Eurocurrency Reserve Rate" shall mean for any day with respect to a
Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any
bank subject thereto would be required to maintain reserves under Regulation D
of the Board of Governors of the Federal Reserve System (or any successor or
similar regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

            "Eurodollar Loan" shall mean each Loan designated as such by the
Borrower at the time of the incurrence thereof or conversion thereto.

            "Eurodollar Rate" shall mean for any Interest Period with respect to
a Eurodollar Rate Loan, the rate of interest equal to (a) the rate determined by
the Lender at which Dollar deposits for such Interest Period are offered based
on information presented on Telerate Page 3750 as of 11:00 a.m. London time on
the third Business Day prior to the first day of such Interest Period, divided
by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if
applicable.

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

            "Existing Credit Agreement" means that certain Credit Agreement
dated as of February 12, 2002, and amended and restated as of December 17, 2003,
and as further amended from time to time, by and among Waters Corporation,
various Lenders; Deutsche Bank Trust Company Americas (f/k/a Bankers Trust
Company), as Administrative Agent; JPMorgan Chase Bank, as a RCF Co-Syndication
Agent, a TLF Co-Lead Arranger and a RCF Co-Arranger; Fleet National Bank, as a
TLF Co-Syndication Agent, a RCF Co-Syndication Agent, a TLF Co-


                                       38
<PAGE>
Arranger and a RCF Co-Arranger; ABN AMRO Bank N.V., as a TLF Co-Syndication
Agent, a RCF Co-Syndication Agent, a TLF Co-Arranger and a RCF Co-Arranger; The
Bank of New York, as a RCF Co-Syndication Agent and a RCF Co-Arranger; Citizens
Bank Of Massachusetts, as a TLF Co-Syndication Agent, a TLF Co-Arranger and a
RCF Co-Arranger; and Barclays Bank Plc, as RCF Senior Managing Agent and a TLF
Co-Arranger.

            "Existing Subsidiaries Guaranty" shall mean the Subsidiaries
Guaranty, dated as of February 12, 2002, executed by the Subsidiary Guarantors
party thereto pursuant to the requirements of the Existing Credit Agreement, as
such Subsidiaries Guaranty is in effect on the Closing Date and as the same may
be subsequently amended, modified or supplemented in accordance with the terms
of the Existing Credit Agreement.

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

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

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

            "Foreign Subsidiary" shall mean, as to any Person, each Subsidiary
of such Person which is not a Domestic Subsidiary.

            "Foreign Subsidiary Working Capital Indebtedness" shall mean
Indebtedness of Foreign Subsidiaries of the Borrower under lines of credit
extended by third Persons to such Foreign Subsidiaries the proceeds of which
Indebtedness are used for such Foreign Subsidiaries' working capital purposes.

            "Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing any level of polychlorinated biphenyls, and radon
gas; (b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous materials,"
"extremely hazardous substances," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance,


                                       39
<PAGE>
exposure to which is prohibited, limited or regulated by any governmental
authority under Environmental Laws.

            "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn under all letters of
credit issued for the account of such Person and all unpaid drawings in respect
of such letters of credit, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any
Lien on any property owned by such Person, whether or not such Indebtedness has
been assumed by such Person (to the extent of the value of the respective
property), (iv) the aggregate amount required to be capitalized under leases
under which such Person is the lessee, (v) all obligations of such person to pay
a specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person and (vii) all obligations under any Interest Rate
Protection Agreement, Other Hedging Agreement or under any similar type of
agreement.

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

            "Interest Period" shall have the meaning provided in Section 1.09.

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

            "Investments" shall have the meaning provided in Section 9.05.

            "Judgment Currency" shall have the meaning provided in Section
13.17.

            "Judgment Currency Conversion Date" shall have the meaning provided
in Section 13.17.

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

            "Lender" shall mean Citizens Bank of Massachusetts, as well as any
Person which becomes a "Lender" hereunder pursuant to Section 13.04(b).

            "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

            "Loan(s)" shall mean each Revolving Loan, and all revolving Loans,
collectively.


                                       40



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

                  "Material Adverse Effect" shall mean (i) a material adverse
effect on the business, property, assets, operations, liabilities, financial
condition or prospects of the Borrower and its Subsidiaries taken as a whole or
(ii) a material adverse effect (x) on the rights or remedies of Lender hereunder
or under any other Credit Document or (y) on the ability of the Credit Parties
taken as a whole to perform their obligations to Lender hereunder or under any
other Credit Document.

                  "Material Subsidiary" shall mean each Subsidiary Guarantor and
each other Subsidiary of the Borrower listed on Schedule VIII as same may be
updated from time to time with the consent of the Lender and the Borrower.

                  "Maturity Date" shall mean May 27, 2005.

                  "Minimum Borrowing Amount" shall mean $1,000,000.

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

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

                  "NAIC" shall mean the National Association of Insurance
Commissioners.

                  "Net Book Value" of any assets of the Borrower or any of its
Subsidiaries shall mean the net book value of such assets after giving effect to
intercompany eliminations in connection with intercompany loans, investments,
accounts payable and other similar intercompany events among the Borrower and
its Subsidiaries.

                  "Net Debt Proceeds" shall mean, with respect to any incurrence
of Indebtedness for borrowed money, the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith)
received by the respective Person from the respective incurrence of such
Indebtedness.

                  "Note" shall mean each Revolving Note.

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

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

                  "Notice Office" shall mean the office of the Lender located at
28 State Street, Boston, Massachusetts 02109, Attention: Stephen F. Foley, or
such other office as the Lender may hereafter designate in writing as such to
the other parties hereto.


                                       41
<PAGE>
                  "Obligations" shall mean all amounts owing to any Agent, any
Issuing Lender or any Lender pursuant to the terms of this Agreement or any
other Credit Document.

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

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

                  "Payment Office" shall mean the office of the Lender located
at Medford Operations Center, ABA #01150010, Acct # 1101011901, Attention: Maria
Chaplain, or such other office as the Lender may hereafter designate in writing
as such to the other parties hereto.

                  "Permitted Indebtedness" shall mean any unsecured Indebtedness
for borrowed money incurred by the Borrower (which may be, but shall not be
required to be, guaranteed on an unsecured basis by one or more Subsidiary
Guarantors), so long as (i) both before and immediately after giving effect to
the incurrence of such Indebtedness no Default or Event of Default shall have
occurred and be continuing, (ii) based on calculations made by the Borrower, the
Borrower shall be in compliance with the financial covenant contained in Section
9.07, both immediately before and after giving effect to each incurrence of such
Indebtedness, (iii) within five Business Days prior to the incurrence of any
such Indebtedness, the Borrower shall furnish to the Lender for distribution to
each of the Lenders (x) all documentation evidencing or relating to such
Indebtedness and (y) an officer's certificate from the chief financial officer
or treasurer of the Borrower certifying to the best of such officer's knowledge
as to compliance with the requirements of the preceding clauses (i) and (ii) and
containing the pro forma calculations required by the preceding clauses (i) and
(ii), (iv) the terms and conditions (including without limitation maturity,
mandatory repayments, representations and warranties, covenants and defaults),
in the reasonable opinion of the Lender, are no more restrictive or onerous on
the Borrower or any of its Subsidiaries than those set forth in this Agreement
and (v) such Indebtedness (and any guarantees thereof) shall rank pari passu or
junior to the Obligations hereunder and the Guaranteed Obligations under (and as
defined in) the Subsidiaries Guaranty, as the case may be.

                  "Permitted Liens" shall have the meaning provided in Section
9.01.

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

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


                                       42
<PAGE>
                  "Preferred Stock," as applied to the capital stock of any
Person, means capital stock of such Person of any class or classes (however
designed) that ranks prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of capital stock of any
other class of such Person, and shall include any Qualified Preferred Stock.

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

                  "Qualified Preferred Stock" means any Preferred Stock of the
Borrower, the express terms of which shall provide that dividends thereon shall
not be required to be paid in cash at any time that such cash payment would be
prohibited by the terms of this Agreement or result in a Default or Event of
Default hereunder, and in either case which, by its terns (or by the terms of
any security into which it is convertible or for which it is exchangeable), or
upon the happening of any event (including an event which would constitute a
Change of Control), cannot mature and is not mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise, and is not redeemable, or required to be
repurchased, at the sole option of the holder thereof (including, without
limitation, upon the occurrence of an event which would constitute a Change of
Control), in whole or in part, on or prior to the first anniversary of the
Maturity Date.

                  "Quarterly Payment Date" shall mean the last Business Day of
each February, May, August and November, occurring after the Closing Date.

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. Section 6901 et seq.

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

                  "Register" shall have the meaning provided in Section 13.16.

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

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

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

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


                                       43
<PAGE>
                  "Related Party" shall mean (i) in the case of AEA, the
executive employees, stockholders, directors and officers of ABA on the Closing
Date and (a) trusts for the benefit of such Persons or the spouses, issue,
parents or other relatives of such Persons, (b) entities controlling or
controlled by such Persons and (c) in the event of the death of any such
individual Person, heirs or testamentary legatees of such Person and (ii) in the
case of Bain Capital, (a) any stockholder or partner of Bain Capital on the
Closing Date or (b) any Affiliate of Bain Capital, provided that for purposes of
the definition of "Change of Control", the term Related Party shall not include
(x) any portfolio company of either Bain Capital or any Affiliate of Bain
Capital or (y) any officer or director of the Borrower or any of its
Subsidiaries that is not also a partner or stockholder of Bain Capital on the
Closing Date.

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

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

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

                  "Returns" shall have the meaning provided in Section 7.09.

                  "Revolving Commitment" means $25,000,000.

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

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

                  "S&P" shall mean Standard & Poor's Rating Services.

                  "SEC" shall have the meaning provided in Section 8.01(e).

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

                  "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  "Spot Exchange Rate" shall have the meaning provided in
Section 13.07(c).

                  "Start Date" shall mean the first day of any Applicable
Period.

                  "Subsidiaries Guaranty" shall have the meaning provided in
Section 5.06.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in


                                       44
<PAGE>
which such Person and/or one or more Subsidiaries of such Person has more than a
50% equity interest at the time.

                  "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary of the Borrower.

                  "Tax Allocation Agreement" shall mean the Tax Sharing
Agreement, dated as of August 18, 1994, among the Borrower and its Domestic
Subsidiaries, as modified, amended or supplemented through the Closing Date.

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

                  "Total Unutilized Revolving Commitment" shall mean, at any
time, an amount equal to the remainder of the Revolving Commitment then in
effect.

                  "Treasury Stock" shall mean the Borrower's common stock held
by the Borrower in treasury.

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

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

                  "Unfunded Current Liability" of any Plan means the amount, if
any, by which the actuarial present value of the accumulated benefits under the
Plan as of the close of its most recent plan year each exceeds the fair market
value of the assets allocable thereto, each determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan.

                  "United States" and "U.S." shall each mean the United States
of America.

                  "Unutilized Revolving Commitment" at any time, shall mean
Lender's Revolving Commitment at such time less the aggregate outstanding
principal amount of Revolving Loans made by such Lender.

                  "Voting Stock" shall mean, as to any Person, any class or
classes of capital stock of such Person pursuant to which the holders thereof
have the general voting power under ordinary circumstances to elect at least a
majority of the Board of Directors of such Person.

                  "Waters Finance III" shall mean Waters Finance III LLC, a
Delaware, limited liability company.

                  "Wholly-Owned Domestic Subsidiary" of any Person shall mean
each Wholly-Owned Subsidiary of such Person which is also a Domestic Subsidiary.


                                       45
<PAGE>
                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

                  SECTION 12.       Reserved.

                  SECTION 13.       Miscellaneous.

                  13.01. Payment of Expenses, etc. The Borrower shall: (i)
whether or not the transactions contemplated herein are consummated, pay all
reasonable out-of-pocket costs and expenses of Lender (including, without
limitation, the reasonable fees and disbursements of Choate, Hall & Stewart) in
connection with the preparation, execution and delivery of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto, and
in connection with the enforcement of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein
(including, without limitation, the reasonable fees and disbursements of counsel
and consultants for the Lender promptly following receipt of a reasonably
detailed invoice therefor; (ii) pay and hold Lender harmless from and against
any and all present and future stamp, excise and other similar taxes with
respect to the foregoing matters and hold Lender harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to Lender) to pay such taxes; and (iii)
indemnify Lender, and its officers, directors, employees, representatives,
affiliates and agents from and hold each of them harmless against any and all
liabilities, obligations (including removal or remedial actions), losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorneys' and consultants' fees and
disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not any Lender is a
party thereto) related to the entering into and/or performance of this Agreement
or any other Credit Document or the proceeds of any Loans hereunder or the
consummation of any transactions contemplated herein or in any other Credit
Document or the exercise of any of their rights or remedies provided herein or
in the other Credit Documents, or (b) the actual or alleged presence of
Hazardous Materials in the air, surface water or groundwater or on the surface
or subsurface of any Real Property owned or at any time operated by the Borrower
or any of its Subsidiaries, the generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by the Borrower or any of its Subsidiaries, the non-compliance of any
Real Property with foreign, federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim asserted against the Borrower, any of its
Subsidiaries, or any Real Property owned or at any time operated by the Borrower
or any of its Subsidiaries, including, in each case, without limitation, the
reasonable fees and disbursements of counsel and other consultants incurred in
connection with any such investigation, litigation or other proceeding (but
excluding any losses, liabilities, claims, damages or expenses to the extent
incurred by reason of the gross negligence or willful misconduct of the Person
to be indemnified (as determined by a court of competent jurisdiction in a final
and non-appealable decision)). To the extent that the undertaking to


                                       46
<PAGE>
indemnify, pay or hold harmless Lender set forth in the preceding sentence may
be unenforceable because it is violative of any law or public policy, the
Borrower shall make the maximum contribution to the payment and satisfaction of
each of the indemnified liabilities which is permissible under applicable law.

                  13.02. Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
an Event of Default, Lender is hereby authorized at any time or from time to
time, without presentment, demand, protest or other notice of any kind to the
Borrower or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by Lender
(including, without limitation, by branches and agencies of Lender wherever
located) to or for the credit or the account of any Credit Party against and on
account of the Obligations and liabilities of all Credit Parties to Lender under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by Lender pursuant to Section
13.06(b), and all other claims of any nature or description arising out of or
connected with this Agreement or any other Credit Document, irrespective of
whether or not Lender shall have made any demand hereunder and although said
Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

                  13.03. Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
the Borrower's address specified opposite its signature below; if to any other
Credit Party, at such Credit Party's address set forth in the Subsidiaries
Guaranty; if to Lender, at the Notice Office; its address specified on Schedule
II below; or, as to any Credit Party or the Lender, at such other address as
shall be designated by such party in a written notice to the other parties
hereto. All such notices and communications shall, when mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, be effective when
deposited in the mails, delivered to the telegraph company, cable company or
overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Lender and the Borrower shall not be
effective until received by the Lender or the Borrower, as the case may be.

                  13.04. Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that the
Borrower may not assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of Lender and, provided further, that although Lender may transfer, assign or
grant participations in its rights hereunder, Lender shall remain a "Lender" for
all purposes hereunder (and may not transfer or assign all or any portion of its
Commitment or outstanding Loans hereunder except as provided in Section
13.04(b)) and the transferee, assignee or participant, as the case may be, shall
not constitute a "Lender" hereunder and, provided further, that Lender shall not
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would (i) extend
the final scheduled maturity of any Loan or Note beyond the Maturity Date, or
reduce the rate or extend the time of payment of interest or


                                       47
<PAGE>
Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof) or (ii) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under thus Agreement. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against Lender in respect of such participation to be those set forth in the
agreement executed by Lender in favor of the participant relating thereto) and
all amounts payable by the Borrower hereunder shall be determined as if Lender
had not sold such participation.

                  (b) Notwithstanding the foregoing, Lender may (x) assign all
or a portion of its Commitments and related outstanding Obligations hereunder to
its parent company and/or any affiliate of Lender which is at least 50% owned by
Lender or its parent company or to one or more other Lenders or (y) assign all,
or if less than all, a portion equal to at least $5,000,000 of such Commitments
and related outstanding Obligations hereunder to one or more Eligible
Transferees, each of which assignees shall become a party to this Agreement as a
Lender by execution of an Assignment and Assumption Agreement, provided that (i)
at such time Schedule I shall be deemed modified to reflect the Commitments
and/or outstanding Loans, as the case may be, of such new Lender and of the
existing Lender, (ii) at the request of the assignee Lender, and upon surrender
of the relevant Notes or the provision of a customary lost note indemnification
agreement from the assignor or assignee Lender, as the case may be, new Notes
will be issued, at the Borrowers' expense, to such new Lender and to the
assigning Lender, such new Notes to be in conformity with the requirements of
Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitments and/or outstanding Loans, as the case may be, (iii) the
consent of the Lender and (so long as no Default or Event of Default then exists
and is continuing), the Borrower shall be required in connection with any such
assignment pursuant to clause (y) above (each of which consents shall not be
unreasonably withheld or delayed), (iv) in the case of any assignment of
Revolving Commitments and related outstanding Obligations, the consent of each
Issuing Lender shall be required (which consent shall not be unreasonably
withheld or delayed) and (v) the Lender shall receive at the time of each such
assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500 and, provided further, that such
transfer or assignment will not be effective until recorded by the Lender on the
Register pursuant to Section 13.16 hereof. To the extent of any assignment
pursuant to this Section 13.04(b), the assigning Lender shall be relieved of its
obligations hereunder with respect to its assigned Commitments and outstanding
Loans. At the time of each assignment pursuant to this Section 13.04(b) to a
Person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Lender the appropriate Internal Revenue Service Forms (and, if
applicable a Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To
the extent that an assignment of all or any portion of a Lender's Commitments
and related outstanding Obligations pursuant to Section 1.13 or thus Section
13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10, 1.11 or 4.04 greater than those being charged by the


                                       48
<PAGE>
respective assigning Lender prior to such assignment, then the Borrower shall
not be obligated to pay such greater increased costs (although the Borrower
shall be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment).

                  (c) Nothing in this Agreement shall prevent or prohibit Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by Lender from such Federal Reserve Bank. No pledge pursuant
to this clause (c) shall release the transferor Lender from any of its
obligations hereunder.

                  13.05. No Waiver; Remedies Cumulative. No inure or delay on
the part of Lender or any holder of any Note in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between the Borrower or any other Credit Party and Lender or the holder of any
Note shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which Lender or
the holder of any Note would otherwise have. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of Lender or the holder of any Note to any other or further action in any
circumstances without notice or demand.

                  13.06.   Reserved.

                  13.07. Calculations; Computations. (a) The financial
statements to be furnished to the Lender pursuant hereto shall be made and
prepared in accordance with generally accepted accounting principles in the
United States consistently applied throughout the periods involved (except as
set forth in the notes thereto or as otherwise disclosed in writing by the
Borrower to the Lenders), provided that except as otherwise specifically
provided herein, all computations of the Applicable Margin, and all computations
and all definitions (including accounting terms) used in determining compliance
with Sections 9.07, 9.08 and 9.09, shall utilize accounting principles and
policies in conformity with those used to prepare the historical financial
statements referred to in Section 7.05(a).

                  (b) All computations of interest on Eurodollar Loans hereunder
shall be made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable. All computations of interest on Base Rate Loans
and computations of Fees hereunder shall be made on the basis of a year of
365/366 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or Fees
are payable.

                  13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.
ANY


                                       49
<PAGE>
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR
ANY FEDERAL COURT SITTING THEREIN, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS
LACK PERSONAL JURISDICTION OVER IT. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF
ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER
JURISDICTION.

                  (b) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09. Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Lender.

                  13.10. Effectiveness. This Agreement shall become effective on
the date (the "Closing Date") on which (i) the Borrower, and shall have executed
a counterpart hereof (whether the same or different counterparts) and (ii) each
of the conditions contained in Section 5 are met to the satisfaction of the
Lender.


                                       50
<PAGE>
                  13.11. Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12. Amendment or Waiver; etc. Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Lender.

                  13.13. Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 4.04, 13.01 and 13.06 shall, survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

                  13.14. Domicile of Loans. Lender may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of
Lender. Notwithstanding anything to the contrary contained herein, to the extent
that a transfer of Loans pursuant to this Section 13.14 would, at the time of
such transfer, result in increased costs under Section 1.10, 1.11, or 4.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

                  13.15. Confidentiality. (a) Subject to the provisions of
clauses (b) and (d) of this Section 13.15, Lender agrees that it will not
disclose without the prior consent of the Borrower (other than to its employees,
auditors, advisors or counsel or to another Lender if the Lender or such
Lender's holding or parent company in its sole discretion determines that any
such party should have access to such information, provided such Persons shall
be subject to the provisions of this Section 13.15 to the same extent as Lender)
any information with respect to the Borrower or any of its Subsidiaries which is
now or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower to Lender in writing as
confidential, provided that Lender may disclose any such information (a) as has
become generally available to the public, (b) as may be required or appropriate
in any report, statement or testimony submitted to any municipal, state or
Federal regulatory body having or claiming to have jurisdiction over Lender or
to the Federal Reserve Board or the Federal Deposit Insurance Corporation or
similar organizations (whether in the United States or elsewhere) or their
successors, (c) as may be required or appropriate in respect to any summons or
subpoena or in connection with any litigation, (d) in order to comply with any
law, order, regulation or ruling applicable to Lender, (e) to any prospective or
actual transferee or participant in connection with any contemplated transfer or
participation of any of the Notes or Commitments or any interest therein by
Lender, provided that such prospective transferee agrees to be subject to the
provisions contained in this Section 13.15 and (g) to the NAIC or any similar
organization or any nationally recognized rating agency that requires access to
information about Lender's investment portfolio in connection with ratings
issued to Lender.

                  (b) The Borrower hereby acknowledges and agrees that Lender
may share with any of its Affiliates any information related to the Borrower or
any of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the


                                       51
<PAGE>
creditworthiness of the Borrower and its Subsidiaries), provided such Persons
shall be subject to the provisions of this Section 13.15 to the same extent as
Lender.

                  (c) The Borrower hereby represents and acknowledges that, to
the best of its knowledge, neither Lender, nor any employees or agents of, or
other persons affiliated with, Lender, have directly or indirectly made or
provided any statement (oral or written) to the Borrower, any Credit Party or to
any of their respective employees or agents, or other persons affiliated with or
related to such Credit Party (or, so far as such Credit Party is aware, to any
other Person), as to the potential tax consequences of this Agreement, any other
Credit Document or any of the transactions contemplated hereby or thereby.

                  (d) Lender does not provide accounting, tax or legal advice.
Notwithstanding any express or implied claims of exclusivity or proprietary
rights, each of the Borrower on behalf of itself and each other Credit Party,
and Lender hereby agree and acknowledge that the Borrower, each Credit Party,
and Lender (and each of their respective employees, representatives or other
agents) are authorized to disclose to any and all Persons, beginning immediately
upon commencement of their discussions and without limitation of any kind, the
tax treatment and tax structure of this Agreement, any other Credit Document or
any of the transactions contemplated hereby or thereby, and all materials of any
kind (including opinions or other tax analyses) that are provided to any Credit
Party, or Lender relating to such tax treatment and tax structure. In this
regard, the Borrower on behalf of itself and each Credit Party, and Lender
acknowledge and agree that the disclosure of the tax treatment and tax structure
of this Agreement, any other Credit Document or any of the transactions
contemplated hereby or thereby is not limited in any way by an express or
implied understanding or agreement, oral or written (whether or not such
understanding or agreement is legally binding). For purposes of this
authorization, "tax" means United States Federal income tax, "tax treatment"
means the purported or claimed Federal income tax treatment of the transaction,
and "tax structure" means any fact that may be relevant to understanding the
purported or claimed Federal income tax treatment of the transaction. This
Section 13.15(d) is intended to reflect the understanding of the Borrower, each
Credit Party, and Lender that this Agreement, each other Credit Document and any
of the transactions contemplated hereby or thereby is, in each case not a
"confidential transaction" as that phrase is used in Treasury Regulation Section
1.6011-4(b)(3)(i), and shall be interpreted in a manner consistent therewith.
Nothing herein is intended to imply that the Borrower or any other Credit Party,
or Lender made or provided a statement, oral or written, to, or for the benefit
of, any such Person as to any potential tax consequences that are related to, or
may result from, this Agreement, any other Credit Document or any of the
transactions contemplated hereby or thereby.

                  13.16. Register. The Borrower hereby designates the Lender to
serve as the Borrower's agent, solely for purposes of this Section 13.16, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Lender, the Loans made by Lender and each
repayment in respect of the principal amount of the Loans of Lender. The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Loans. With respect to Lender, the transfer of the Commitments of Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such
Commitments shall not be effective until such transfer is recorded on the
Register maintained by Lender with respect to ownership of such Commitments and
Loans and


                                       52
<PAGE>
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and
Loans shall be recorded by Lender on the Register only upon the acceptance by
Lender of a properly executed and delivered Assignment and Assumption Agreement
pursuant to Section 13.04(b). Coincident with the delivery of such an Assignment
and Assumption Agreement to Lender for acceptance and registration of assignment
or transfer of all or part of a Loan, or as soon thereafter as practicable, the
assigning or transferor Lender shall surrender the Note evidencing such Loan,
and thereupon one or more new Notes in the same aggregate principal amount shall
be issued to the assigning or transferor Lender and/or the new Lender. The
Borrower agrees to indemnify Lender from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Lender in performing its duties under thus Section
13.16.

                  13.17. Judgment Currency. (a) The Credit Parties' obligations
hereunder and under the other Credit Documents to make payments in Dollars shall
not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than Dollars, except
to the extent that such tender or recovery results in the effective receipt by
the Lender or the respective Lender of the full amount of Dollars expressed to
be payable to the Lender or such Lender under this Agreement or the other Credit
Documents. If for the purpose of obtaining or enforcing judgment against any
Credit Party in any court or in any jurisdiction, it becomes necessary to
convert into or from any currency other than Dollars (such other currency being
hereinafter referred to as the "Judgment Currency") an amount due in Dollars,
the conversion shall be made at the Spot Exchange Rate thereof determined, in
each case, on the day on which the judgment is given (such Business Day being
hereinafter referred to as the "Judgment Currency Conversion Date").

                  (b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of Dollars which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate or
exchange prevailing on the Judgment Currency Conversion Date.

                  (c) For the purposes of determining the Spot Exchange Rate or
any other rate of exchange for this Section, such amounts shall include any
premium and costs payable in connection with the purchase of Dollars.

                                     * * * *


                                       53
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                          WATERS CORPORATION


                                          By: /s/ John E. Lynch
                                             ------------------------
                                               Name:  John E. Lynch
                                               Title:
                                          34 Maple Street
                                          Milford, Massachusetts  01757-3696
                                          Telephone:  (508) 482-2314
                                          Facsimile:  (508) 482-2249
                                          Attention:  John E. Lynch


                                          CITIZENS BANK OF MASSACHUSETTS



                                          By: /s/ Stephen F. Foley
                                              -----------------------
                                               Name:  Stephen F. Foley
                                               Title:
                                          28 State Street
                                          Boston, Massachusetts 02109
                                          Telephone:  (617)
                                          Facsimile:  (617)
                                          Attention:  Stephen F. Foley